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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-47924
Prospectus Supplement No. 2
Dated August 24, 2001 (to Prospectus dated January 25, 2001)
IDMEDICAL.COM, INC.
This Prospectus Supplement is part of the Prospectus dated January 25,
2001 related to an offering of up to 4,731,500 shares of our common stock, by
the persons identified as "selling securityholders" in the Prospectus which
includes up to 2,250,000 shares the selling securityholders may acquire upon
exercise of warrants.
A copy of our Quarterly Report on Form 10-QSB for the fiscal quarter
ended June 30, 2001 is attached hereto.
The date of this Prospectus Supplement No. 2 is August 24, 2001.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended: June 30, 2001 Commission File Number: 333-47294
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IDMEDICAL.COM, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1506325
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4333 N. 30th Street, Boulder, Colorado 80301
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(303) 447-8638
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.0001 par value 10,281,500
- ------------------------------- ----------
Class Number of shares outstanding at August 10, 2001
- --------------------------------------------------------------------------------
This document is comprised of 11 pages.
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FORM 10-QSB
2ND QUARTER
INDEX
<Table>
<Caption>
Page
----
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet, June 30, 2001 (unaudited)................................... 3
Condensed statements of operations, three and six months ended
June 30, 2001 and 2000 (unaudited), and June 17, 1999 (inception)
through June 30, 2001 (unaudited)................................................. 4
Condensed statements of cash flows, six months ended
June 30, 2001 and 2000 (unaudited), and June 17, 1999 (inception)
through June 30, 2001 (unaudited)................................................. 5
Notes to condensed financial statements (unaudited).................................. 6
Item 2. Plan of Operation........................................................... 7
PART 2 - OTHER INFORMATION
Item 1. Legal Information........................................................... 8
Item 2. Changes in Securities....................................................... 8
Item 3. Defaults Upon Senior Securities............................................. 8
Item 4. Submission of Matters to a Vote of Security Holders......................... 8
Item 5. Other Information........................................................... 8
Item 6. Exhibits and Reports on Form 8-K............................................ 8
Signatures........................................................................... 10
</Table>
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PART 1. ITEM 1. FINANCIAL INFORMATION
IDMEDICAL.COM, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEET
(Unaudited)
June 30, 2001
<Table>
ASSETS
Current assets:
Cash and cash equivalents.................................... $ 78,559
Prepaid expenses............................................. 2,405
-----------
Total current assets 80,964
Property and equipment, less accumulated depreciation and
amortization of $18,197...................................... 33,626
Intangible assets, less accumulated amortization of $70,029...... 276,391
Other assets..................................................... 31,917
-----------
$ 422,898
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses....................... $ 23,241
Unearned revenue............................................ 924
Current maturities on capital lease obligations............. 5,337
-----------
Total current liabilities 29,502
Long-term debt:
Capital lease obligations, less current maturities.......... 16,741
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Total liabilities 46,243
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Shareholders' equity:
Preferred stock............................................. --
Common stock................................................ 9,931
Additional paid-in capital.................................. 1,430,025
Outstanding common stock options............................ 16,708
Outstanding warrants........................................ 243,250
Deferred compensation....................................... (243,250)
Deficit accumulated during development stage................ (1,080,009)
-----------
Total shareholders' equity 376,655
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$ 422,898
===========
</Table>
See accompanying notes to condensed financial statements
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IDMEDICAL.COM, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<Table>
<Caption>
July 17,
1999
Three Months Ended Six Months Ended (Inception)
June 30, June 30, Through
----------------------------- ----------------------------- June 30,
2001 2000 2001 2000 2001
------------ ------------ ------------ ------------ ------------
Revenue, net ............................... $ 936 $ -- $ 1,360 $ 55 $ 1,777
Operating expenses:
Stock-based compensation .............. -- -- -- -- 27,574
Selling, general and administrative ... 130,828 34,602 289,921 113,709 977,606
Depreciation and amortization ......... 34,805 4,562 68,258 4,562 88,226
------------ ------------ ------------ ------------ ------------
Total operating expenses 165,633 39,164 358,179 118,271 1,093,406
------------ ------------ ------------ ------------ ------------
Operating loss (164,697) (39,164) (356,819) (118,216) (1,091,629)
------------
Interest income ............................ 2,875 -- 3,954 -- 16,296
Interest expense ........................... (1,188) (230) (2,531) (230) (4,676)
------------ ------------ ------------ ------------ ------------
Net loss before income taxes (163,010) (39,394) (355,396) (118,446) (1,080,009)
Income taxes (Note B) ...................... -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net loss $ (163,010) $ (39,394) $ (355,396) $ (118,446) $ (1,080,009)
============ ============ ============ ============ ============
Basic loss per common share ................ $ (0.02) $ * $ (0.04) $ (0.01)
============ ============ ============ ============
Basic weighted average common
shares outstanding .................... 9,931,500 8,750,000 9,931,500 8,750,000
============ ============ ============ ============
</Table>
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* Less than $.01 per share
See accompanying notes to condensed financial statements
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IDMEDICAL.COM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<Table>
<Caption>
June 17,
1999
Six Months Ended (Inception)
June 30, Through
--------------------------- June 30,
2001 2000 2001
----------- ----------- -----------
Net cash used in operating activities ................. $ (355,664) $ (40,550) $ (688,085)
----------- ----------- -----------
Cash flows from investing activities:
Cash paid for copyright ........................... -- (61) (485)
Cash paid for trademark ........................... -- (525) (2,460)
Cash paid for web site ............................ (123,549) (27,500) (345,935)
Cash paid for patent .............................. (2,657) (8,840) (29,457)
Cash paid for leasehold improvements .............. -- -- (2,802)
Equipment purchases ............................... (2,400) (12,878) (19,054)
----------- ----------- -----------
Net cash used in investing activities (128,606) (49,804) (400,193)
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock, net of
offering costs ................................. -- 765,800 1,158,150
Proceeds from exercise of stock options ........... -- -- 6,100
Lease payments .................................... (3,880) -- (7,413)
Contributed capital ............................... -- 10,000 10,000
----------- ----------- -----------
Net cash (used in) provided by financing activities (3,880) 775,800 1,166,837
----------- ----------- -----------
Net change in cash (488,150) 685,446 78,559
Cash, beginning of period ............................. 566,709 15,558 --
----------- ----------- -----------
Cash, end of period $ 78,559 $ 701,004 $ 78,559
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ....................................... $ 2,531 $ -- $ 4,676
=========== =========== ===========
Income taxes ................................... $ -- $ -- $ --
=========== =========== ===========
</Table>
See accompanying notes to condensed financial statements
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IDMEDICAL.COM, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE A: BASIS OF PRESENTATION
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its Form 10-KSB dated December 31,
2000, and should be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
The Company is in the development stage in accordance with Statements of
Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by
Development Stage Enterprises". As of June 30, 2001, the Company has devoted
substantially all of its efforts to financial planning, raising capital and
developing markets and its web site.
Financial data presented herein are unaudited.
NOTE B: INCOME TAXES
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the six months ended June 30, 2001 resulting in a
deferred tax asset, which was fully allowed for; therefore, the net benefit and
expense resulted in $-0- income taxes.
NOTE C: CONSULTING AGREEMENT
On April 1, 2001, the Company entered into a consulting agreement with Juliard
Communications, Inc. ("Juliard"). Juliard agreed to provide strategic planning,
business management, advertising and marketing consulting services in exchange
for a monthly fee of $5,000. The term of the agreement is from April 1, 2001
through September 30, 2001 and may be extended with the consent of both parties
for a second term of 12 months. The Company paid Juliard $15,000 during the
three months ended June 30, 2001.
On July 10, 2001, the parties amended the agreement. Juliard agreed to perform
additional services including visual design and re-design work of the Company's
web site and computer programming in exchange for 200,000 shares of the
Company's common stock. The Company issued 200,000 shares of its common stock to
Juliard on August 3, 2001.
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PART I. ITEM 2. PLAN OF OPERATION
IDMEDICAL.COM, INC.
(A Development Stage Company)
PLAN OF OPERATION
During the next twelve months the Company's development efforts will focus on
the production of CD-ROM or DVD-based software, which will be marketed to
physicians' offices and hospitals. Utilizing the data-entry process previously
developed for use on the web site, this software will allow offices and
hospitals to convert their existing paper or electronic records into the
IDMedical format.
Management believes that the Company's current cash balance can satisfy its cash
requirements until approximately October 31, 2001. Until then, the Company will
need to either realize substantial additional revenue from business activities
or raise additional funds to meet future cash requirements. Additional funding
may come from the sale of the Company's common or preferred stock, from
governmental or private investment organizations, or from financial
institutions. There is no guarantee that the Company will be successful in
securing additional financing. Failure to raise additional funds may prevent the
Company from expanding operations or pursuing other aspects of its business
plan. Such a failure may ultimately result in the Company being forced to cease
operations, resulting in a loss to shareholders.
The Company currently has six full-time employees. The Company anticipates
hiring an additional three full-time employees within the next twelve months.
The Company plans to obtain leases, rather than making capital expenditures, to
reduce cash outflows.
FINANCIAL CONDITION
As of June 30, 2001, the Company had total assets of $422,898 as compared to
$850,700 at December 31, 2000. The decrease was related to the Company's use of
cash during the quarter. During the six months ended June 30, 2001, the
Company's cash balance decreased by $488,150. During the six months ended June
30, 2001, the Company used $355,664 in operating activities as compared to
$40,550 for the six months ended June 30, 2000. The use of cash from operating
activities during 2001 consisted of the net loss and repayment of liabilities.
During the first six months of 2001, the Company used $128,606 and $3,880 in
investing activities and financing activities, respectively. The Company
invested $123,549 in web site development, $2,657 in patent costs, and $2,400 in
equipment. In addition, the Company made lease payments totaling $3,880.
RESULTS OF OPERATIONS
During the six months ended June 30, 2001, the Company recorded revenue totaling
$1,360 as compared with $55 for the six months ended June 30, 2000. The increase
in revenues was a result of the Company developing its web site and selling
memberships to customers for use of the site. Operating expenses increased from
$118,271 for the six months ended June 30, 2000 to $358,179 for the six months
ended June 30, 2001. The operating expenses increased due to an increase in
depreciation and amortization. The Company also began paying salaries following
the closing of its common stock offering in September of 2000. Interest income
totaled $3,954 and $-0- for the six months ended June 30, 2001 and 2000,
respectively. The increase was due to the investment of the proceeds received
from the common stock offering in an interest bearing bank account. Interest
expense totaled $2,531 and $230 for the six months ended June 30, 2001 and 2000,
respectively. The increase was due to capital leases obtained by the Company
during the fourth quarter of 2000.
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IDMEDICAL.COM, INC.
(A Development Stage Company)
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of federal
securities laws. These statements plan for or anticipate the future.
Forward-looking statements include statements about our future business plans
and strategies, statements about our need for working capital, future revenues,
results of operations and most other statements that are not historical in
nature. In this Report, forward-looking statements are generally identified by
the words "intend", "plan", "believe", "expect", "estimate", and the like.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise required by applicable securities statues or regulations,
the Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise. Because forward-looking statements involve future risks and
uncertainties, these are factors that could cause actual results to differ
materially from those expressed or implied.
PART 2. OTHER INFORMATION
Items 1 through 4 - No response required.
Item 5 - Other information
On August 3, 2001, the Registrant issued 200,000 shares of its common stock to
Juliard Communications, Inc. ("Juliard") pursuant to an Amendment to Consulting
Agreement dated July 10, 2001. The common stock was issued to Juliard as an
eligible participant in the Registrant's "IDMedical.com, Inc. 1999 Stock Option
Plan." Juliard is controlled by Richard Korn, who beneficially owns 11.67% of
the Registrant's common stock.
Item 6 - Exhibits and reports on Form 8-K
(a) Exhibits
Exhibit Number Description
3.1 Articles of Incorporation, as currently in effect.
(Incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form SB-2, File
October 13, 2000).
3.2 Bylaws, as currently in effect. (Incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form SB-2, File October 13, 2000).
10.1 IDMedical.com, Inc. 1999 Stock Option Plan.
(Incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form SB-2, File
October 13, 2000).
10.2 Form of Common Stock Purchase Warrant, exercise price
$1.10. (Incorporated by reference to Exhibit 10.2 of
the Company's Registration Statement on Form SB-2,
File October 13, 2000).
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IDMEDICAL.COM, INC.
(A Development Stage Company)
10.3 Form of Common Stock Purchase Warrant, exercise price
$2.00. (Incorporated by reference to Exhibit 10.3 of
the Company's Registration Statement on Form SB-2,
File October 13, 2000).
10.4 Contract with digitalNATION - a VERIO company - Inc.
for Web Hosting as executed November 10, 1999.
(Incorporated by reference to Exhibit 10.4 of the
Company's Registration Statement on Form SB-2, File
October 13, 2000).
10.5 Contract with Fastnet Corporation for Web hosting
executed October 17, 2000. (Incorporated by reference
to Exhibit 10.5 of the Company's Amended Registration
Statement on Form SB-2/A-1, File December 18, 2000).
10.6 Contract with Happy Harry's Discount Drug Stores for
establishment of a referral relationship, executed
June 7, 2000. (Incorporated by reference to Exhibit
10.6 of the Company's Amended Registration Statement
on Form SB-2/A-1, File December 18, 2000).
10.7 Contract with Dover Family Physicians, P.A. for
establishment of a referral relationship, executed
April 14, 2000. (Incorporated by reference to Exhibit
10.7 of the Company's Amended Registration Statement
on Form SB-2/A-1, File December 18, 2000).
10.8 Consulting Agreement with Juliard Communications, Inc.
dated April 1, 2001 and as amended July 10, 2001
(filed herewith).
(b) Reports on Form 8-K
There were no reports on Form 8-K.
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SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three and six months ended June 30, 2001
have been included.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IDMEDICAL.COM, INC.
(Registrant)
DATE: August 10, 2001 BY: /s/ RICHARD J. SCHALLER, SR.
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Richard J. Schaller, Sr.
President, CEO and Principal Executive Officer
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