FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 33-131110-NY
4networld.com, Inc.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-1895668
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
900 Third Avenue, Suite 201, New York, NY 10022
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(Address of Principal Executive Office) (Zip Code)
(212) 610 - 2778
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(Registrant's telephone number including area code)
MEDTECH DIAGNOSTICS, INC.
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(Former Name or Former Address, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The number of shares of registrant's Common Stock, $.00001 par value,
outstanding as of August 11, 2000 was 7,961,018 shares.
<PAGE>
4networld.com, Inc
INDEX
Page No.
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PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets............................................................ 3
Statements of Operations.................................................. 4
Statements of Cash Flows ................................................. 5
Notes to Financial Statements............................................. 6
Item 2. Management's Discussion And Analysis Of
Financial Condition And Results Of Operations................ 8
PART II - OTHER INFORMATION............................................... 10
Item 1. Legal Proceedings................................................ 10
Item 2. Changes in Securities............................................ 11
Item 4. Submission of Matters to a Vote of Security Holders.............. 13
Item 5. Other Information................................................ 14
Item 6. Exhibits & Reports on Form 8-K................................... 14
SIGNATURES................................................................ 15
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
4networld.com, Inc. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND SEPTEMBER 30, 1999
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(Unaudited)
ASSETS June 30, 2000 September 30, 1999
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<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 443,969 $ 47,677
Accounts receivable, net 19,193 -
Loan receivable - 1,000
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Total current assets 463,162 48,677
PROPERTY AND EQUIPMENT, NET 46,790 -
GOODWILL, NET 805,846 -
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TOTAL ASSETS $ 1,315,798 $ 48,677
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
Accounts payable and accrued expenses $ 58,380 $ 27,579
Current portion of long-term debt 22,276 -
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Total current liabilities 80,656 27,579
LONG-TERM DEBT 90,499 -
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TOTAL LIABILITIES 171,155 27,579
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STOCKHOLDERS' EQUITY
Common stock, $.00001 par value; 100,000,000 shares
authorized; 7,961,000 and 5,628,000, respectively,
shares issued and outstanding 80 56
Capital in excess of par value 2,702,315 1,439,503
Accumulated deficit ( 1,557,752) ( 1,418,461)
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Total stockholders' equity 1,144,643 21,098
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,315,798 $ 48,677
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</TABLE>
See accompanying notes
3
<PAGE>
<TABLE>
<CAPTION>
4networld.com, Inc. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)
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Three Months Ended Nine Months Ended
June 30 June 30
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2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUE, DIVIDEND AND INTEREST INCOME $ 70,336 $ 2,872 $ 70,925 $ 8,818
OPERATING EXPENSES 179,294 12,858 210,216 21,244
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NET LOSS ( $ 108,958) ( $ 9,986) ( $ 139,291) ( $ 12,426)
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NET LOSS PER COMMON SHARE - BASIC AND DILUTED( $ 0.02) Nil ( $ 0.02) Nil
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 5,865,253 5,628,000 5,706,796 5,628,000
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</TABLE>
See accompanying notes
4
<PAGE>
<TABLE>
<CAPTION>
4networld.com, Inc. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)
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2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ( $ 139,291) ( $ 12,426)
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Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 16,195 -
Common stock issued for services 13,688 -
Common stock options issued for services 6,050 -
Changes in operating assets and liabilities:
Accounts receivable ( 1,114) -
Accounts payable and accrued expenses 22,436 6,500
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Total adjustments 57,255 6,500
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Net cash used in operating activities ( 82,036) ( 5,926)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Cash consideration paid for business acquired ( 20,000) -
Cash balance of business acquired 11,877 -
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Net cash used in investing activities ( 8,123) -
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan receivable 1,000 -
Principal payments of long-term debt ( 14,549) -
Proceeds from issuance of common stock 500,000 -
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Net cash provided by financing activities 486,451 -
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 396,292 ( 5,926)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 47,677 223,398
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 443,969 $ 217,472
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Supplemental Disclosure of Non-Cash Investing and Financing Activities:
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Common stock issued in connection with acquisition of a business $ 743,098 $ -
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Liabilities assumed in excess of fair value of assets received
in connection with acquisition of a business $ 68,779 $ -
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Goodwill recorded in connection with acquisition of a business $ 820,000 $ -
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</TABLE>
See accompanying notes
5
<PAGE>
4networld.com, Inc. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Consolidation
The condensed consolidated financial statements include the
accounts of 4networld.com, Inc., formally known as MedTech
Diagnostics, Inc. (the Company) for the entire period and 4net
Software, Inc., formally known as Delotto Systems, Inc., (the
Subsidiary) for the period from April 28, 2000 (acquisition date)
through June 30, 2000. All significant intercompany balances and
transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB for quarterly reports under section
13 or 15(d) of the Securities and Exchange Act of 1934.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended June
30, 2000 are not necessarily indicative of the results that may
be expected for the year ending September 30, 2000. For further
information, refer to the Company's audited financial statements
and footnotes thereto included in the Company's Annual Report on
Form 10-KSB for the year ended September 30, 1999 and the
Subsidiary's audited financial statements and footnotes thereto
included in the Company's Form 8-KA dated July 12, 2000.
The balance sheet at September 30, 1999, has been derived from
the Company's audited balance sheet at that date.
NOTE 2. STOCK OPTIONS
From time to time, the Company grants stock options to directors,
officers and outside consultants. During the three-month period
ended June 30, 2000 the Company granted 320,000 options to
certain employees and directors and granted 32,500 options to
non-employees. The Company has elected to use Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB 25) and has adopted the disclosure-only
provisions of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), in
accounting for employee stock options. Under this application
compensation expense is recorded only to the extent that the
market value of the underlying stock exceeded the exercise price
at the date of grant. No compensation expense has been recognized
for the options issued to the employees for the three-month
period ended June 30, 2000. Included in the condensed
consolidated statement of operations for the three month period
ended June 30, 2000 is $6,050 of consulting services which
represents the fair value of consideration paid in the form of
non-employee stock options at the grant date.
6
<PAGE>
NOTE 3. SIGNIFICANT TRANSACTION AND EVENTS
Acquisition
On April 28, 2000, the Company acquired all of the issued and
outstanding common stock of the Subsidiary.
The following unaudited pro forma combined condensed statements
of operations for the three and nine month periods ended June 30,
2000 are as if the business combination had occurred at the
beginning of each period presented.
<TABLE>
<CAPTION>
Three Month Nine Month
Period Ended Period Ended
June 30, 2000 June 30, 2000
------------------------------------------------------------------------------------
<S> <C> <C>
Revenue, dividend and interest income $ 73,537 $ 145,836
Operating expenses 206,213 404,587
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Net loss ( $ 132,676) ( $ 258,751)
------------------------------------------------------------------------------------
Net loss per share ( $ .02) ( $ .04)
------------------------------------------------------------------------------------
</TABLE>
The pro forma data is provided for information purposes only and
does not purport to be indicative of results which actually would
have been obtained if the combination had been effected at the
beginning of each period presented, or of those results which may
be obtained in the future.
Reverse Stock Split
Effective May 16, 2000, the Company amended its certificate of
incorporation to account for a one for fifty reverse stock split
and decreased the number of common stock shares authorized to
100,000,000. All stock information has been adjusted to give
effect to the above.
Private Sale of Stock
Effective June 30, 2000, the Company sold 2,000,000 shares of its
unregistered common stock to its Chairman for $500,000.
7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan Of Operations
The following discussion and analysis provides information which the
Company's management believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion
should be read together with the Company's financial statements and the notes to
financial statements, which are included in this report.
BACKGROUND
In 1991, the Company suspended all operations except for necessary
administrative matters and ceased to be an operating company. Thereafter, the
Company utilized its resources to remain in compliance with the periodic
reporting requirements of the federal securities laws while management attempted
to seek to arrange for a merger, acquisition or other arrangement by and between
the Company and a viable operating entity.
In March of 2000, the Company adopted a new business strategy and plan
of operations, which included among other things, changing the Company's name
from MedTech Diagnostics, Inc. to 4networld.com, Inc. In connection with the
Company's new business strategy the Company called and held a Special Meeting of
Stockholders to vote for, among other things, a 50 for 1 reverse split of the
Company's common stock. See Part II, Item 4. (Submission of Matters to a Vote of
Security Holders) and Part II, Item 2. (Changes In Securities), below.
The Company's plan of operations is to make acquisitions and strategic
investments in companies that have developed unique, turnkey systems that
provide businesses with a platform of Internet related products and services.
The Company's objective is to become a premier business-to-business Internet
enabling company. The Company plans to achieve its objective by acquiring
Internet solution companies in specific segments of the Internet economy. The
Company's strategy is to integrate its portfolio of companies into a
collaborative network that leverages the collective knowledge and resources of
the portfolio companies. In addition to providing management and financial
support, the Company will also assist in the marketing, sales, and accounting
functions for each acquired company.
In furtherance of our business strategy, on April 28, 2000 the Company
acquired all of the issued and outstanding capital stock of DelOtto Systems,
Inc., a Pennsylvania corporation ("DelOtto Systems"), pursuant to the terms and
conditions of a Stock Purchase Agreement dated April 24, 2000 by and between
Michael Park, Andrew Patros and Robert Park and MedTech Diagnostics, Inc. The
Company previously disclosed information concerning the DelOtto Systems
acquisition in a Current Report on Form 8-K, filed on May 3, 2000, which is
incorporated herein by reference. Subsequent to the acquisition, DelOtto Systems
changed its name to 4net Software, Inc. ("4net Software"). 4net Software is a
full service provider of content management and content syndication software
and a developer of business-critical websites.
8
<PAGE>
RESULTS OF OPERATIONS
For the three month period ended June 30, 2000 and 1999, the Company had
revenue of $70,336 and $2,872, respectively. For the nine months ended June 30,
2000 and 1999, the Company had revenue of $70,925 and $8,818, respectively. The
increase in revenue for the three month period ended June 30, 2000 is
attributable to the income earned by 4net Software, the Company's wholly owned
subsidiary and payments received from Abtech Industries, Inc. in connection with
a litigation. See Part II. Item 1. (Legal Proceedings), below. Other than
interest income the Company did not earn any revenue for the corresponding
period last year given the virtual suspension of the Company's operations during
that period.
General and administrative expenses for the three-months ended June 30,
2000 and 1999 were $179,294 and $12,858, respectively. General and
administrative expenses for the nine months ended June 30, 2000 and 1999 were
$210,216 and $21,244, respectively.
The increase in general and administrative expenses for the three months
and nine months ended June 30, 2000 was due primarily to increased legal,
accounting and administrative expenses associated with the Company's new
business strategy, including, among other things, the preparation and filing of
a proxy statement in connection with a Special Meeting of Stockholders of the
Company and the acquisition of 4net Software.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended June 30, 2000, the Company satisfied its
working capital needs from cash on hand at the beginning of the period, cash
generated from interest income during the year, a $100,000 loan from Steven N.
Bronson, and payments received from Abtech Industries, Inc. in connection with a
litigation. See Part II. Item 1. (Legal Proceedings), below. As of June 30,
2000, the Company had cash on hand in the amount of $443,969. The Company will
need additional funds in order to effectuate its new business strategy. There is
no assurance that the Company will be able to obtain such additional funds, when
needed. Even if the Company is able to obtain additional funds there is no
assurance that the Company will be able to effectuate its new business strategy.
On May 5, 2000, Steven N. Bronson, the Company's Chairman and CEO,
loaned the Company $100,000 to be used for working capital and to assist in the
implementation of the Company's new business strategy. The principal amount of
the loan accrued interest at the rate of ten percent (10%) per annum and was
repayable by the Company upon demand, but in no event later than August 31, 2000
(the "May 5, 2000 Note").
On June 30, 2000, the Company closed a private placement transaction
with Mr. Bronson, pursuant to which Mr. Bronson acquired 2,000,000 restricted
shares of the Company's unregistered common stock for a total purchase price of
$500,000. The purchase price was paid by the cancellation of the May 5, 2000
Note and the payment by Mr. Bronson to the Company of $400,000 in cash. The
funds will be used for working capital and to assist the Company in carrying out
its business strategy.
9
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On or about August 3, 1999, in connection with an agreement with a third
party who was a potential merger candidate, the Company made unsecured loans to
the third party totaling $170,000, which bear interest at the rate of 10% per
annum. The agreement, as amended, between the Company and the third party is
annexed as Exhibit 10.1 and 10.2 to the Company's Form 10-KSB for the year ended
September 30, 1999 and is expressly incorporated herein by reference. The merger
negotiations between the Company and the third-party have been canceled and the
third party has failed to repay the loans as required by the agreement. On or
about November 22, 1999, the Company commenced a lawsuit to recover the $170,000
loaned to the third party. The action is entitled: MedTech Diagnostics, Inc. v.
Abtech Industries, Inc. and is pending in the New York State Supreme Court, New
York County and has been assigned Index No. 99-605288. The Company entered into
a settlement agreement whereby Abtech Industries, Inc. ("Abtech") agreed to pay
the Company $170,000, plus interest at a rate of 10% on that sum from August 3,
1999, on or before May 15, 2000. The settlement agreement is secured by a
confession of judgment executed by Abtech.
On May 15, 2000, the Company entered into a forbearance agreement with
Abtech, whereby the Company agreed not to file the judgment against Abtech for a
period of two weeks in exchange for a payment of $15,000 representing the
interest on the principal amount of the loan through June 15, 2000. On June 1,
the Company entered into a second forbearance agreement with Abtech, whereby the
Company agreed not to file the judgment against Abtech for a period of two weeks
in exchange for a payment of $15,000 towards the principal amount of the loan.
On June 15, 2000 the Company entered into a third forbearance agreement
with Abtech whereby the Company agreed not to file the judgment against Abtech
for a period of 45 days in exchange for a payment of $10,000 towards the
principal amount of the loan on or before June 16, 2000, a payment of $10,000
towards the principal amount of the loan on or before July 5, 2000, a payment of
$6,000 representing interest on the remaining principal balance of the loan from
June 15, 2000 through July 31, 2000, and a bonus payment for the forbearance
agreement on or before July 20, 2000.
On August 1, 2000, the Company entered into an agreement with Abtech
whereby Abtech agreed to payoff the remaining principal with interest on the
loan on or before December 1, 2000. In connection with this agreement Abtech
agreed to pay the Company a fee of $5,000 for the extension.
Currently, Abtech owes the Company $125,000 of principal with interest
plus the $5,000 extension fee. While Abtech has made all of the payments called
for by the forbearance agreements set forth above to date, there can be no
assurance that the Company will be able to recover any additional funds which
are owed to the Company by Abtech.
The Company is not a party to any other material legal proceedings.
10
<PAGE>
Item 2. Changes in Securities
(a) On May 11, 2000, the Company held a Special Meeting of Stockholders
pursuant to notice dated April 20, 2000. Stockholders of record as of March 17,
2000 were entitled to vote at the Special Meeting. At the Special Meeting, the
stockholders of record approved a Certificate of Amendment of the Certificate of
Incorporation of MedTech Diagnostics, Inc.: (i) to change the name of the
Company from MedTech Diagnostics, Inc. to 4networld.com, Inc.; (ii) to
effectuate a reverse split of the shares of the Company's issued and outstanding
common stock such that one (1) share of "new" common stock was issued in
exchange for each fifty (50) shares of the Company's common stock then issued
and outstanding, with any fractional shares of common stock which resulted from
the share exchange being rounded up and exchanged for one (1) whole share of
"new" common stock; and (iii) to decrease the number of shares of capital stock
authorized for issuance by the Company from 500,000,000 shares of common stock
to 105,000,000 shares of capital stock consisting of 100,000,000 shares of
$.00001 par value common stock and 5,000,000 shares of $.01 par value preferred
stock. The Certificate of Amendment of the Certificate of Incorporation of the
Company authorizes the Board of Directors, subject to the limitations prescribed
by law, to provide for the issuance of the shares of preferred stock in series,
to establish the number of shares to be included in each series, and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
The Certificate of Amendment of the Certificate of Incorporation of the
Company was filed with the Secretary of State of Delaware on May 16, 2000 and
became effective on that date. As of August 11, 2000, there were no series of
preferred stock designated nor were any shares of preferred stock issued or
outstanding.
(c) (i) On April 28, 2000, in connection with the Company's acquisition
of 4net Software, the Company issued an aggregate of fifteen million
(15,000,000) restricted shares of the Company's common stock (equivalent to
300,000 shares after the Company's 50-for-1 reverse stock split)(the
"Acquisition Shares") to three shareholders of 4net Software in exchange for all
of the outstanding shares of capital stock of 4net Software in a transaction
exempt from the registration requirements of the Securities Act of 1933 pursuant
to Rule 506 of Regulation D under that act. No general solicitations were made
in connection with this transaction. The Acquisition Shares are subject to a
lock-up agreement for a period of two (2) years, the terms of which may be
waived by the Board of Directors of the Company.
(ii) On May 11, 2000, pursuant to the Non-Employee Director
Automatic Stock Option Grant provision of the 4networld.com, Inc. 2000 Stock
Incentive Plan the Company's two non-employee directors, Leonard Hagan and Alan
Rosenberg were granted stock options to purchase 10,000 shares of the Company's
common stock. The stock options granted to Messrs. Hagan and Rosenberg have a
five year term from the date of grant, an exercise price of $2.26 per share
(which is 100% of the closing price of the Company's common stock on the date of
grant), and were fully vested on the date of grant.
(iii) On May 11, 2000, the Company granted 2,500 stock options to
Mr. Justin Model pursuant to the 4networld.com, Inc. 2000 Stock Incentive Plan
as compensation to Mr. Model for past consulting services rendered to the
Company. The stock options granted to Mr. Model have a five year term from the
date of grant, an exercise price of $2.26 per share (which is 100% of the
closing price of the Company's common stock on the date of grant), and were
fully vested on the date of grant.
11
<PAGE>
(iv) On June 8, 2000, the Company issued 30,000 shares of common
stock to James A. Prestiano, Esq. as consideration for legal services rendered
to the Company. On June 8, 2000, the common shares issued to Mr. Prestiano had a
fair market value of $12,188. The shares issued to Mr. Prestiano are restricted
shares and were issued in a transaction exempt from the registration
requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D
under that act. No general solicitations were made in connection with this
transaction.
(v) On June 8, 2000, the Company granted 30,000 stock options to
Mr. Paul Bronson pursuant to the 4networld.com, Inc. 2000 Stock Incentive Plan
as compensation to Mr. Bronson for past consulting services rendered to the
Company in connection with the Company's acquisition of 4net Software. The stock
options granted to Mr. Bronson have a five year term from the date of grant, an
exercise price of $.81 per share (which is 100% of the closing price of the
Company's common stock on the date of grant), and were fully vested on the date
of grant. Paul Bronson is the brother of Steven N. Bronson, the Chairman and CEO
of the Company. The option grant to Paul Bronson was determined and approved by
the Board of Directors of the Company.
(vi) On June 20, 2000, the Company issued 3,000 shares of common
stock to MDC Group, Inc. as consideration for its past public relations services
rendered to the Company. On June 20, 2000, the common shares issued to MDC
Group, Inc. had a fair market value of $1,500. The shares issued to MDC Group,
Inc. are restricted shares and were issued in a transaction exempt from the
registration requirements of the Securities Act of 1933 pursuant to Rule 506 of
Regulation D under that act. No general solicitations were made in connection
with this transaction.
(vii) On June 30, 2000, the Company granted 300,000 stock options
to Mr. Steven N. Bronson, the Chairman and CEO of the Company, pursuant to the
4networld.com, Inc. 2000 Stock Incentive Plan as compensation to Mr. Bronson for
services rendered to Company as sole officer during the period September 1998
through June 2000. The stock options granted to Mr. Bronson have a five year
term from the date of grant, an exercise price of $0.55 per share (which is 110%
of the closing price of the Company's common stock on the date of grant), and
were fully vested on the date of grant. The options granted to Steven N. Bronson
were determined and approved by the Board of Directors of the Company, with Mr.
Bronson abstaining from the vote.
(viii) On June 30, 2000, the Company completed the sale of
2,000,000 shares of its common stock in a private transaction with gross
proceeds to the Company from the sale of $500,000 (the "Private Placement"), or
$.25 per share. All of the common shares sold in the Private Placement were
purchased by Steven N. Bronson, the Company's Chairman and CEO. After giving due
consideration to the Company's financial condition and its capital requirements
for the implementation of its business plan, the acquisition of the Private
Placement shares by Mr. Bronson was approved by the Board of Directors of the
Company on June 30, 2000, with Mr. Bronson abstaining from the Board's vote on
the matter. The purchase price of the Private Placement shares was paid by Mr.
Bronson as follows: (i) the forgiveness of the May 5, 2000 Note in the amount of
$100,000; and (ii) the payment of $400,000 in cash. The Company paid no selling,
finders, placement or other commissions or fees in connection with the Private
Placement. The shares of common stock issued in the Private Placement are
restricted shares and are subject to a lock-up agreement for a period of six
months. The shares in the Private Placement were issued in a transaction exempt
from the registration requirements of the Securities Act of 1933 pursuant to
Rule 506 of Regulation D under that act. No general solicitations were made in
connection with this transaction.
12
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
On May 11, 2000, the Company held a Special Meeting of Stockholders. Of
the 281,400,000 shares of common stock entitled to vote at the meeting,
207,208,989 shares of common stock were present in person or by proxy and
entitled to vote. Such number of shares represented approximately 73.6% of the
Company's outstanding shares of common stock eligible to vote at the Special
Meeting.
At the meeting, the Company's stockholders approved and/or ratified: (i)
the election of Steven N. Bronson, Alan Rosenberg and Leonard Hagan to the Board
of Directors ("Proposal 1"); (ii) an amendment to the Company's Certificate of
Incorporation to change the name of the Company to 4networld.com, Inc.
("Proposal 2"); (iii) a reverse split of the shares of the Company's issued and
outstanding common stock such that one (1) share of "new" common stock would be
issued in exchange for each fifty (50) shares of common stock then issued and
outstanding ("Proposal 3"); (iv) an amendment to the Company's Certificate of
Incorporation to decrease the shares of capital stock authorized for issuance
from 500,000,000 shares of common stock to 105,000,000 shares of capital stock
consisting of 100,000,000 shares of $.00001 par value common stock and 5,000,000
shares of $.01 par value preferred stock ("Proposal 4"); (v) an amendment to the
Company's By-Laws to change the size of the Board of Directors from five members
to not less than three members nor greater than eight members ("Proposal 5");
and (vi) the adoption of the 4networld.com, Inc. 2000 Stock Incentive Plan
("Proposal 6"). Proposals 1, 2, 3, 4, 5 and 6 were approved and/or ratified by
the Company's stockholders as follows:
<TABLE>
<CAPTION>
Votes Against Votes Broker
Votes For or Withheld Abstaining Non-Votes
--------- ------------- ---------- ---------
<S> <C> <C> <C> <C>
PROPOSAL 1
Steven N. Bronson 207,012,889 196,100 --- ---
Justin Model 67,823,389 139,385,600 --- ---
Alan Rosenberg 197,013,389 195,600 10,000,000 ---
Leonard Hagan 197,023,389 --- 10,185,600 ---
PROPOSAL 2 206,965,989 215,000 28,000 ---
PROPOSAL 3 205,596,389 1,542,100 70,500 ---
PROPOSAL 4 144,686,490 213,000 28,000 62,281,499
PROPOSAL 5 206,868,389 312,600 28,000 ---
PROPOSAL 6 206,627,889 408,000 173,100 ---
</TABLE>
13
<PAGE>
Item 5. Other Information
On June 30, 2000, the Board of Directors of the Company ratified and
approved the name change of DelOtto Systems, Inc., the Company's wholly owned
subsidiary, to 4net Software, Inc. in order for such name to more accurately
reflect the Company's ownership and the business focus of the Company. The
approved name change became effective on June 29, 2000 through the filing of
Articles of Amendment-Domestic Business Corporation with the Secretary of the
Commonwealth of the Commonwealth of Pennsylvania.
On August 1, 2000, the Company entered into Employment Agreements with
Steven N. Bronson and Robert Park. The terms of such Employment Agreements
include the following:
Name Title Salary/Year Term
---- ----- ----------- ----
Steven N. Bronson CEO & President $120,000 1 year
Robert Park Vice-President $60,000 2 years
Mr. Bronson and Mr. Park shall each be entitled to earn and receive
bonus compensation provided certain performance goals are achieved by the
Company. Such bonuses shall be granted based upon terms and conditions
determined by the Board of Directors of the Company. Mr. Bronson and Mr. Park
shall each also be entitled to participate in the 4networld.com, Inc. 2000 Stock
Incentive Plan pursuant to the terms and conditions of that plan. In connection
with the employment of Robert Park by the Company, Mr. Park resigned from his
position as Director of Business Development at 4net Software, Inc.
On August 11, 2000, in connection with the Company's acquisition of
4netsoftware, Robert Park was appointed to the Board of Directors of the
Company. Mr. Park was appointed to the Board of Directors by the unanimous
consent of the Board, to serve, subject to his earlier death, resignation or
removal in accordance with the By-Laws of the Company or the laws of the State
of Delaware, until his successor shall have been duly elected and shall have
qualified.
Item 6. Exhibits And Reports On Form 8-K
a. Exhibits
The following exhibits are hereby filed as part of this Quarterly
Report on Form 10-QSB or incorporated by reference.
Exhibit
Number Description of Document
-------------------------------------------------------------------------------
2.1 Stock Purchase Agreement by and between Michael Park, Andrew
Patros and Robert Park and MedTech Diagnostics, Inc. dated April 24,
2000. Incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed by the Company on May 3, 2000.
3.1 Certificate of Incorporation of the Company. (1)
3.2 By-Laws of the Company. (1)
3.3 Certificate of Amendment to the Certificate of Incorporation of the
Company.
3.4 Amended and Restated By-Laws of the Company.
10.3 Employment Agreement dated as of August 1, 2000 by and between the
Company and Steven N. Bronson.
14
<PAGE>
10.4 Employment Agreement dated as of August 1, 2000 by and between the
Company and Robert Park.
27 Financial Data Schedule (for electronic filing only)
----------------------------
(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's earlier Form 10-KSB filings under Commission file number 33-13110-NY.
b. Reports on Form 8-K.
On May 3, 2000 the Company filed a Current Report on Form 8-K,
which disclosed that on March 17, 2000 Justin Model, Alan Rosenberg and Leonard
Hagan were appointed to serve as directors of the Company to fill three of the
vacancies on its Board of Directors. The May 3, 2000 Form 8-K also disclosed
that on April 28, 2000, the Company acquired all of the issued and outstanding
capital stock of 4net Software, Inc. (formerly known as DelOtto Systems, Inc.),
a Pennsylvania corporation, in exchange for 15,000,000 restricted shares of the
Company's authorized but unissued common stock.
On July 12, 2000, the Company filed and Amendment to Current
Report on Form 8-K/A to amend the Current Report on Form 8-K which was filed on
May 3, 2000. The July 12, 2000 Form 8-K/A contained financial statements of the
business acquired and pro forma financial information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
August 11, 2000
4networld.com, Inc.
By: /s/ Steven N. Bronson
----------------------------
Steven N. Bronson, President
Principle Executive Officer
as Registrant's duly
authorized officer
15
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
-------------------------------------------------------------------------------
2.1 Stock Purchase Agreement by and between Michael Park, Andrew
Patros and Robert Park and MedTech Diagnostics, Inc. dated April 24,
2000. Incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed by the Company on May 3, 2000.
3.1 Certificate of Incorporation of the Company. (1)
3.2 By-Laws of the Company. (1)
3.3 Certificate of Amendment to the Certificate of Incorporation of the
Company.
3.4 Amended and Restated By-Laws of the Company.
10.3 Employment Agreement dated as of August 1, 2000 by and between the
Company and Steven N. Bronson.
10.4 Employment Agreement dated as of August 1, 2000 by and between the
Company and Robert Park.
27 Financial Data Schedule (for electronic filing only)
----------------------------
(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's earlier Form 10-KSB filings under Commission file number 33-13110-NY.
16
