SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from:
Commission file number 0-29462
MEDICAL MANAGEMENT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter.)
COLORADO 95-4121451
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
65 Broadway New York, New York 10006
(Address of principal executive offices, including zip code.)
(212) 430-6380
Registrant's telephone number, including area code.
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 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 outstanding of the Registrant's Common Stock, .0001 par
value per share, at June 30, 2000 was 4,616,034.
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
ORGANIZATION
Medical Management Systems, Inc. (the "Company") is incorporated in the State of
Colorado and has been in the development stage since 1995. In June 2000, the
Company acquired Bookdigital.com, Inc. by issuing 1 share of stock for every 3
shares of Bookdigital.com, Inc. In July, 2000 the name of the Company was
changed by a vote of the majority of shareholders to Dominix, Inc. and was
reincorporated as a Delaware corporation.
Bookdigital.com, Inc. is a development stage company. The Company's mission is
to become the premier library site on the internet. The company's site
(www.Bookdigital.com) on the internet is designed to maintain a very
comprehensive set of books, manuals, pamphlets, journals, research data and
links. Bookdigital.com serves as a home base library for educational and
intellectual advancement. Viewer may search, review, browse and download
information needed in any subject such as physics, law, astronomy, etc. at the
Bookdigital.com site.
The Company's other internet sites are www.bookdigitalschools.com and
www.lawxpressusa.com Bookdigitalschools.com serving educational centers such as
schools k-12 in order to enhance quality of education for students.
Lawxpressusa.com provides legal and business research to attorneys nationwide.
The search can be made by title, subject or author for any reference materials.
Currently all reference materials are in English. However, the Company intends
to develop a global reference site in Spanish, French, German, Italian, etc. The
Company intends to register its viewers and may charge a subscription fee in the
future.
SUBSEQUENT EVENTS
On July 26, 2000, the shareholders of Medical Management Systems, Inc. (the
"Company") met at a Special Meeting of Shareholders and approved the
reincorporation of the Company from Colorado to Delaware by the adoption of a
Plan and Agreement of Merger pursuant to which the Company was merged with and
into Dominix, Inc., a Delaware corporation. Dominix was formed specifically for
the purpose of the reincorporation and became the surviving corporation.
As part of the reincorporation Dominix is authorized to issue up to 20,000,000
shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of
preferred stock, par value $.0001 per share, with such designations, rights,
privileges and limitations as may be determined by the Company's Board of
Directors.
OTHER
In accordance with Item 310(b) of Regulation S-B, it is the opinion of
management that all adjustments necessary in order to make the financial
statements not misleading have been made.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations - Quarter ended June 30, 2000 and June 30, 1999
As the Company had no significant operations for the quarter ended June 30,
1999, no meaningful comparisons can be made with the activity that was incurred
during the quarter ended June 30, 2000. Bookdigital.com is a development stage
company, and as such, has not generated any significant revenues to date.
Liquidity and Capital Resources.
The Company had $436,265 in cash as of the quarter ended June 30, 2000. The
Company anticipates raising additional capital, which will be required in order
to continue operations.
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
BALANCE SHEET
June 30,
<TABLE>
<CAPTION>
2000 1999
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 436,265 $ 98,026
Marketable Equity Securities 2,143 978,478
-------------------------------------------------------------------------------- ------------------ ------------------
Total Current Assets 438,408 1,076,504
-------------------------------------------------------------------------------- ------------------ ------------------
Property and Equipment
Furniture and Fixtures 24,794 0
Equipment 111,376 15,800
Leasehold Improvements 16,250 0
Accumulated Depreciation, Amortization (11,573) (263)
Software costs 2,884,556 1,528,554
-------------------------------------------------------------------------------- ------------------ ------------------
Total Property and Equipment 3,025,403 1,544,091
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
Other Assets
Investment 11,202 0
Other 5,000 0
Security Deposits 27,601 0
-------------------------------------------------------------------------------- ------------------ ------------------
Total Other Assets 43,803 0
-------------------------------------------------------------------------------- ------------------ ------------------
TOTAL ASSETS $ 3,507,614 $ 2,620,595
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
LIABILITY AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 179,225 $ 322,561
Payroll Taxes Payable 22,610 0
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
Total Current Liabilities 201,835 322,561
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
Stockholders' Equity
Common Stock - $.001 Par Value; 40,000,000 Shares
Authorized; 4,616,034 Shares Issued and Outstanding 4,616 5,175
Paid-in Capital 5,820,202 2,675,138
Retained (Deficit) Accumulated during Development Stage (2,519,039) (382,279)
-------------------------------------------------------------------------------- ------------------ ------------------
Total Stockholders' Equity 3,305,779 2,298,034
-------------------------------------------------------------------------------- ------------------ ------------------
TOTAL LIABILITY AND STOCKHOLDERS' EQUITY $ 3,507,614 $ 2,620,595
-------------------------------------------------------------------------------- ------------------ ------------------
</TABLE>
1
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF INCOME AND COMPREHENSIVE INCOME
For the Period
<TABLE>
<CAPTION>
--------------------------------------------------------- -------------- -------------- --------------- --------------
March 25,
April 1, 1999
1999 (inception)
April 1, 2000 to to
to June 30, June 30, March 31,
2000 1999 2000
------------------------------------------------------------------------ -------------- --------------- --------------
<S> <C> <C> <C>
REVENUES
Sales $ 147 $ 0 $ 490
------------------------------------------------------------------------ -------------- --------------- --------------
EXPENSES
Officer's Compensation 343,313 0 499,032
Management, Administrative Salaries 116,350 0 176,152
Programming 0 0 143,561
Commission 61,000 0 61,000
Employee Benefits 4,467 0 13,110
Consulting Fees 71,130 23,000 186,542
Advertising, Printing 18,496 0 39,392
Insurance 0 0 18,218
Office Expenses 11,369 4,263 51,725
Professional Fee - Public Relations 5,000 0 58,000
Professional Fee - Accounting 7,479 11,500 29,200
Professional Fee - Legal 56,565 13,500 111,028
Professional Fee - Other 0 17,550 116,579
IPO Expenses 0 0 221,920
Software Expense 0 0 10,136
Rent 21,457 7,200 65,070
Retainer Fee 0 40,000 65,000
Stock/Registration Fees 25,430 0 30,070
Advertising - Internet 1,500 0 42,000
Depreciation Expense, Amortization 4,271 263 11,573
Payroll Tax Expense 37,853 0 74,030
Miscellaneous 0 0 14,074
Telephone Expenses 7,167 4,500 23,936
Training, Education 9,337 0 9,337
Contributions 90,000 90,000
Travel, Entertainment 19,834 2,200 19,834
------------------------------------------------------------------------ -------------- --------------- --------------
TOTAL EXPENSES 912,018 123,976 2,180,519
------------------------------------------------------------------------ -------------- --------------- --------------
</TABLE>
2
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF INCOME AND COMPREHENSIVE INCOME (Continued)
For the Period
<TABLE>
<CAPTION>
--------------------------------------------------------- -------------- -------------- --------------- --------------
March 25,
April 1, April 1, 1999
2000 to 1999 to (inception)
June 30, June 30, to June 30,
2000 1999 2000
------------------------------------------------------------------------ -------------- --------------- --------------
<S> <C> <C> <C>
OTHER INCOME (EXPENSE)
Interest Income $ 0 $ 816 $ 2,979
Gain on Sale of Marketable Securities 0 59,275 36,792
Shareholder Meeting 44,965 0 0
Interest Expense 0 (376) (1,313)
------------------------------------------------------------------------ -------------- --------------- --------------
TOTAL OTHER INCOME (EXPENSE) (44,965) 59,715 (6,507)
NET (LOSS) (956,836) (64,261) (2,186,536)
PRIOR PERIOD ADJUSTMENT
Start-up Costs 0 0 (332,978)
OTHER COMPREHENSIVE INCOME
Unrealized Gain on Securities 143 3,943 475
------------------------------------------------------------------------ -------------- --------------- --------------
COMPREHENSIVE (LOSS) $ (956,693) $ (60,318) $ (2,519,039)
------------------------------------------------------------------------ -------------- --------------- --------------
------------------------------------------------------------------------ -------------- --------------- --------------
(Loss) per Share - Basic $ (.21) $ (.55)
Loss per Share - Diluted $ (.21) $ (.55)
Shares Used in Per Share Calculation - Basic 4,616,034 4,616,034
Shares Used in Per Share Calculation - Diluted 4,616,034 4,616,034
------------------------------------------------------------------------ -------------- --------------- --------------
------------------------------------------------------------------------ -------------- --------------- --------------
</TABLE>
3
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY
For the Period from March 25, 1999 (inception) to June 30, 2000
<TABLE>
<CAPTION>
------------------------------------- ------------- -------------- ----------------- -------------------- --------------
Accumulated
Retained Other
Common Paid-In Earnings Comprehensive
Stock Capital (Deficit) Income Total
------------------------------------- ------------- -------------- ----------------- -------------------- --------------
<S> <C> <C> <C> <C> <C>
Balance March 25, 1999 $ 0 $ 0 $ 0 $ 0 $ 0
Issuance of Common Stock 4,328 4,328
Paid-in Capital 3,787,167 3,787,167
Paid-in Capital - Warrants 213,204 213,204
Comprehensive Income (Loss) to
December 31, 1999 (906,181) (906,181) (906,181)
Unrealized Gain on Securities 189 189
------------------------------------- ------------- -------------- ----------------- -------------------- --------------
Balance - December 31, 1999 4,328 4,000,371 (906,181) (905,992) 3,098,707
Issuance of Common Stock 53 53
Paid-in Capital 353,018 353,018
Comprehensive Income
(Loss) to March 31, 2000 (323,519) (323,519) (323,519)
Unrealized Gain on Securities 143 143
------------------------------------- ------------- -------------- ----------------- -------------------- --------------
Balance - March 31, 2000 4,381 4,353,389 (1,229,700) (1,229,368) 3,128,402
Issuance of Common Stock 235 235
Paid-in Capital 1,466,813 1,466,813
Loss for April 1 to June 30,
2000 (956,836) (956,693) (741,281)
Unrealized Gain on Securities 143 143
Prior Period Adjustment (332,978) (332,978) (332,978)
------------------------------------- ------------- -------------- ----------------- -------------------- --------------
Balance - June 30, 2000 $4,616 $5,820,202 $(2,519,514) $(2,519,039) $3,305,779
------------------------------------- ------------- -------------- ----------------- -------------------- --------------
------------------------------------- ------------- -------------- ----------------- -------------------- --------------
</TABLE>
4
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
March 26,
April 1, 1999
2000 to (inception)
June 30, to June 30,
2000 2000
----------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(956,836) $ (2,518,896)
Adjustments to Reconcile Net (Loss) to Net Cash Used by Operating
Activities
Depreciation 4,000 11,031
Amortization 271 542
Changes in Operating Assets and Liabilities:
(Increase) in Software Costs (163,653) (2,884,556)
(Increase) in Security Deposits 0 (27,601)
Increase in Accounts Payable 97,501 179,225
Increase in Payroll Taxes Payable 21,533 22,610
----------------------------------------------------------------------------------------------------------
NET CASH USED BY OPERATING ACTIVITIES (997,184) (5,217,645)
----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Furniture and Fixtures (4,543) (24,794)
Purchase of Equipment (52,694) (111,376)
Leasehold Improvements 0 (16,250)
Other Assets (11,202) (11,202)
Proceeds from Sale of Securities 0 6,263,344
Purchase of Securities 0 (6,265,487)
Purchase Investment 0 (5,000)
----------------------------------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES (68,439) (170,765)
----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issuance of Common Stock 1,467,048 5,611,471
Issuance of Warrants 0 213,204
----------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,467,048 5,611,471
----------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH 401,425 436,265
CASH - Beginning 34,840 0
----------------------------------------------------------------------------------------------------------
CASH - Ending $ 436,265 $ 436,265
----------------------------------------------------------------------------------------------------------
Supplemental Disclosure:
Interest Paid $ 0 $ 888
----------------------------------------------------------------------------------------------------------
NONCASH INVESTING ACTIVITIES:
Issuance of Common Stock for Services by Officer $ 215,412 $ 215,412
Issuance of Common Stock for Services included in Software Costs 0 2,718,400
Issuance of Warrants for Services included in Software Costs 0 213,204
----------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
June 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History and Business Activity - Medical Management Systems, Inc. (MMSI)
was a Colorado corporation. It was initially incorporated as Apache
Investments, Inc. in 1987. The name was changed in 1991 to Dog World,
Inc. and in 1995 this name was changed to Medical Management Systems,
Inc. MMSI was an inactive "shell" corporation until June 17, 2000 when
Bookdigital.com, Inc. was merged into the company. MMSI's officers and
directors resigned at that time and were replaced by the officers and
directors of Bookdigital.com, Inc. The Company's mission is to become
the premier reference library site on the internet. The company's site
(www.Bookdigital.com) on the internet is designed to maintain a very
comprehensive set of books, manuals, pamphlets, journals, research data
and links. Bookdigital.com serves as a home base library for
educational and intellectual advancement. Viewer may search, review,
browse and download information needed in any subject such as physics,
law, astronomy, etc. at the Bookdigital.com site.
The Company's other internet sites are www.bookdigitalschools.com and
www.lawxpressusa.com. Bookdigitalschools.com serving educational
centers such as schools k-12 in order to enhance quality of education
for students. Lawxpressusa.com provides legal and business research to
attorneys nationwide.
The search can be made by title, subject or author for any reference
materials. Currently all reference materials are in English. However,
the Company intends to develop a global reference site in Spanish,
French, German, Italian, etc. The Company intends to register its
viewers and may charge a subscription fee in the future.
Cash and Cash Equivalents - Bookdigital.com, Inc. maintains a bank
account and a petty cash fund, both of which it classifies as cash
for purposes of the statement of cash flows.
Investment Securities - Marketable equity securities are classified as
"available for sale" and are carried at fair value, with unrealized
gains and losses reported in other comprehensive income.
Realized gains and losses and declines in value judged to be other than
temporary are included in earnings. The specific identification method
is utilized in determining the cost of a security that has been sold.
6
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
June 30, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property, Equipment - Property, equipment and leasehold improvements
are carried at cost, maintenance and repairs are charged to operations.
Depreciation and amortization expense are computed on a straight-line
method over the estimated useful lives of the respective assets.
Estimated useful lives are:
Furniture and Fixtures 7-10 years
Equipment 3-5 years
Leasehold Improvements 15 years
Common Stock - Common stock issued by the company as payment for
services has been valued by management at the estimated fair market
value of the stock existing at the time of its issuance.
Basic and Diluted Net Income (Loss) per Share - Basic net income (loss)
per share is computed using the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per
share is also computed using the weighted average number of common
shares outstanding during the period, including conversion of any
warrants to equivalent common stock.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reported period. Actual
results could differ from those estimates.
Advertising - Advertising costs are expensed when incurred.
Income Taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes," which requires the use of the "liability method" of
accounting for income taxes. Accordingly, deferred tax liabilities and
asset are determined based upon the differences between the financial
statement and tax bases of assets and liabilities, using enacted rates
in effect for the year in which the differences are expected to
reverse. Current income taxes are based upon the year's taxable income
for federal and state income tax reporting purposes.
7
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
June 30, 2000
NOTE 2 - BUSINESS COMBINATION
In June, 2000 the Company merged with Bookdigital.com, Inc. The merger
was accounted for by the pooling-of-interests method. Shares were
exchanged on a one for one basis to effect the merger. As part of the
transaction, there was a 3-to-1 reverse stock split after which there
are 4,616,034 of common stock outstanding.
Prior to the merger, Medical Management Systems, Inc. had no operating
activity. Bookdigital.com, Inc. had no operating income in prior
periods and accumulated losses of $(2,519,039). During the quarter in
which the merger took place, MMSI had no income or expenses and
Bookdigital had no operating income and expenses of $956,693.
There were no adjustments to net assets, no changes to retained
earnings or either Company as a result of the merger. There were no
changes in income or revenues as previously reported by MMSI.
NOTE 3 - INVESTMENTS
At June 30, 2000 gross unrealized gains and losses on marketable
securities were as follows:
Gross unrealized gains $475
Gross unrealized losses $ 0
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock - The Company is authorized to issue 40,000,000 common
shares, $0.001 par value per share and 4,616,034 shares of common stock
are issued and outstanding. The holders of common stock have one vote
per share on all matters (including election of directors) without
provision for cumulative voting. Thus, holders of more than 50% of the
shares voting for the election of director can elect all of the
directors, if they choose to do so. The common stock is not redeemable
and has no conversion or pre-emptive rights. There are no sinking fund
provisions. In the event of liquidation of the company, the holders of
common stock will share equally in any balance of the company's assets
available for distribution to them after satisfaction of creditors and
preferred stockholders, if any.
8
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
June 30, 2000
NOTE 4 - STOCKHOLDERS' EQUITY (Continued)
Warrants - Each Class A warrant entitles the holder to purchase one
share of common stock at an exercise price of 120% of the initial
public offering price (the "Exercise Price") during the two-year period
commencing March 30, 1999 ("Exercise Period"). The Class A warrants are
subject to redemption by the company at a price of $0.10 per warrant,
at any time on twenty-day prior written notice provided the closing bid
price of the common stock is at least 120% of the exercise price for
twenty consecutive trading days ending three days prior to the date
that notice of redemption was given to warrant holders. The shares and
Class A warrants shall be detachable and separately tradable as
determined by the company. These warrants will have a one-year holding
period. They may be exercised any time after this one-year period, up
to the expiration period of two years.
NOTE 5 - INCOME TAXES
Since the Company has not yet realized income as of the date of this
report, no provision for income taxes has been made. At June 30, 2000,
a deferred tax asset has not been recorded due to the company's lack of
operations to provide income to use the net operating loss carryover of
$(2,519,039) which start expiring in 2019.
NOTE 6 - CONTINGENCIES
The Company is not currently aware of any other legal proceedings or
claims that the company believes will have, individually or in the
aggregate, a material adverse effect on the company's financial
position or results of operations.
NOTE 7 - COMMITMENT
In September, 1999, the Company entered into a lease for office space.
The term of the lease is from October 1, 1999 to December 31, 2007. The
lease has annual increases of 3%. Minimum annual rentals for the year
ending March 31 are:
2001 $ 29,451
2002 47,088
2003 50,874
2004 52,767
2005 54,585
----------
$234,765
==========
9
<PAGE>
MEDICAL MANAGEMENT SYSTEMS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
June 30, 2000
NOTE 8 - SUBSEQUENT EVENTS
In July, 2000 the name of the Company was changed by a vote of the
majority of shareholders to Dominix, Inc. and was reincorporated as a
Delaware corporation.
<PAGE>
PART 11
OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material legal proceedings commenced or maintained by, or
against, the Company.
Item 2. Change in Securities.
None.
Item 3. Defaults Upon Senior Securities.
The Company has no debt securities outstanding.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted for a vote of the security holders
during the period covered by this report.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
No reports were filed on Form 8-K during the quarter ended
June 30, 2000.
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description.
27 Financial Data Schedule
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.
Dated this 22nd day of August, 2000.
MEDICAL MANAGEMENT SYSTEMS, INC.
(the "Registrant")
BY: /s/Ray Vahab
------------------------------------
Ray Vahab
Chief Executive Officer and Chairman
of the Board
