UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report: April 4, 2003
(Date of earliest event reported)
E MED FUTURE, INC.
(Exact name of registrant as specified in its charter)
MICRO-ECONOMICS, INC.
(Former name of registrant)
Nevada 033-55254-36 87-0485314
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
794 Morrison Road, Suite 911, Columbus, Ohio 43230
(Address of principal executive offices including zip code)
877-855-1319
(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
Merger with E Med Future, Inc.
On February 7, 2003, Micro-Economics, Inc., a Nevada corporation (the
"Company"), entered into a letter of intent to merge with E Med Future, Inc., a
Delaware corporation ("E Med"). On April 2, 2003, the Company and E Med signed a
definitive agreement and plan of merger. The merger was consummated on April 4,
2003. Pursuant to the terms of the merger agreement, the shares of common stock,
par value $0.001, and preferred stock, par value $0.001, of E Med were converted
into newly-issued shares of common stock, par value $0.001, of the Company. As a
result of the merger, E Med became a wholly-owned subsidiary of the Company and
the shareholders of E Med received unregistered shares of common stock of the
Company equal to 95% of the Company's outstanding capital stock. The Company
expects to commence trading on the Nasdaq Over-the-Counter Bulletin Board during
the week of April 14.
Pursuant to the terms of the merger agreement, the Company changed its corporate
name to E Med Future, Inc. effective April 4, 2003. The Company's corporate
headquarters has moved to 794 Morrison Road, Suite 911, Columbus, Ohio 43230. In
addition, the officers and directors of the Company resigned and Robert J.
Ochsendorf, D. Dane Donohue and Juan J. Perez were appointed as directors of the
Company. Messrs. Ochsendorf and Donohue now serve the Company as President and
Executive Vice President, respectively.
E Med's Business
E Med is a Delaware corporation established in 2000. E Med's primary product is
NeedleZap(R), a revolutionary safety device intended to help reduce accidental
needlesticks by disintegrating the sharp portion of a hypodermic needle. E Med
recently received an approvable letter from the Center for Devices and
Radiological Health of the Food and Drug Administration (FDA) stating NeedleZap
meets all FDA requirements for safety and effectiveness data testing.
NeedleZap(R) was developed specifically to help reduce accidental injuries in
the workplace. According to the American Nursing Association, there are an
estimated one million accidental needlesticks reported in the United States in
the healthcare industry alone. We believe the applications for the product are
far reaching and include healthcare professionals, law enforcement personnel,
clinical researchers and sanitation workers.
Management
Our directors and executive officers are:
Robert J. Ochsendorf, age 52, is President, Chief Executive Officer and
co-founder of E Med. In addition, Mr. Ochsendorf has been the President and
Chief Executive Officer of the E.R. Ochsendorf Company, a company engaged in
creative marketing and product development, since 1992. Founded in 1967, E.R.
Ochsendorf services some of the most recognized retail chains, pharmaceutical
companies, financial institutions, and top businesses in the United States. He
is also a member of ASI's (Advertising Specialty Institute) Multi-Million Dollar
Club and PPAI (Promotional Products Association International). Mr. Ochsendorf
is currently a member of the Wexner Center for the Arts Corporate Council, and
past President of the Specialty Advertising Association of Central Ohio.
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D. Dane Donohue, age 54, is the Executive Vice President and a director of E
Med. Mr. Donohue co-founded E Med in August 2000. From 1985 to 1998, Mr. Donohue
also served as the Vice President of the S.M. Donohue Co., Inc., specializing in
the restoration of commercial and residential properties damaged as a result of
fire, wind and water for all major insurance carriers. His responsibilities
included contract negotiations and daily management with property owners,
mortgage holders, insurance companies, banks, vendors, work crews and
sub-contractors. Mr. Donohue is currently President of Falon Music, a publishing
company registered with the American Society of Composers, Authors and
Publishers and the Harry Fox Agency, Inc. He has served on the Executive Board
of the American Federation of Musicians, Local 159 as Vice President and
President and is also the owner/operator of The Woodhouse Digital Recording
Studios.
Juan J. Perez, age 47, is a director of E Med. In 1997, Mr. Perez founded the
only Hispanic-owned law firm in Central Ohio (Perez & Morris LLC). Prior to
opening his own office, Mr. Perez was associated with a major Columbus, Ohio law
firm, first as an associate and later as a partner. He also served as General
Counsel and Vice President of Administration for a publicly-traded company from
1994 to 1996. Mr. Perez is a member of the Ohio Hispanic Chambers of Commerce,
the Greater Columbus Hispanic Chamber of Commerce, the U.S. Hispanic Chamber of
Commerce, the Small Business Council of the Greater Columbus Chamber of
Commerce, the Small Business Council of the Ohio State Chamber of Commerce, the
Ohio Small Business Council Governing Board, the Ohio Advisory Committee to the
U.S. Civil Rights Commission and the Bureau of Motor Vehicles Citizens Advisory
Committee.
Management's Stock Ownership
The table below sets forth certain information with respect to the beneficial
ownership of the Company's common stock as of April 4, 2003 by each of the
Company's executive officers and directors.
Name Shares Percentage
- --------------------------------------------------------------------------------
Robert J. Ochsendorf 2,500,000 11.99%
D. Dane Donohue 2,500,000 11.99%
Juan J. Perez 625,000 3.0%
All directors and
executive officers as a group 5,625,000 26.98%
Other than the transaction described in this Form 8-K, we are not aware of any
arrangement which may at a subsequent date result in a change in control of the
Company.
Item 2. Acquisition or Disposition of Assets.
See the disclosure contained in Item 1.
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Item 7. Financial Statements, Pro Form Financial Statements and Exhibits.
(a) - (b) The Company intends to file the required financial statements and pro
forma financial information by way of an amendment to this Form 8-K
on or before June 18, 2003.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated April 2, 2003 by and among
Micro-Economics, Inc., E Med Sub, Inc. and E Med Future, Inc.
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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 hereunto duly authorized.
Date: April 9, 2003 E Med Future, Inc.
/s/ D. Dane Donohue
---------------------------
By: D. Dane Donohue,
Executive Vice President
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
2.1 Agreement and Plan of Merger dated April 2, 2003 by and among
Micro-Economics, Inc., E Med Sub, Ind. and E Med Future, Inc.
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