UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended July 30, 1998
or
[ ] Transition report pursuant to Section 13 or 15(d0 of the
Securities Exchange Act of 1934
For the transition period from __________ to __________
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MEDIC MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 133944580
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State of Incorporation IRS Employer ID No.
590 Madison Avenue, New York, NY 10022
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Address of principal Executive Offices Zip Code
Registrant's Telephone Number (212) 521-4497
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 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_______
As of July 31, 1998, the following shares of the
Registrant's common stock were issued and outstanding:
Voting common stock 10,000,000
Traditional Small Business Disclosure (check one): Yes X No
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .3
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .4
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .5
Note 1. Nature of Business and Significant
Accounting Policies. . . . . . . . . . . . 7
Note 2. Use of Office Space. . . . . . . . . . . . .7
Note 3. Liquidity. . . . . . . . . . . . . . . . . .7
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . . 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 13
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 13
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 13
Item 5. Other information. . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 13
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MEDIC MEDIA INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
July 31, 1998 April 30, 1998
(Unaudited) (Audited)
--------------------------------
ASSETS
Current Assets
Cash $0 $0
Other Current Assets 0 0
_________ ________
Total Current Assets 0 0
Other Assets 0 0
_________ ________
TOTAL ASSETS $0 $0
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $0 $0
Accrued Expenses 2,684 12,450
_________ ________
Total Current Liabilities 2,684 12,450
Loan Payable 13,700 0
_________ ________
Total Liabilities 16,384 12,450
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
10,000,000 Shares 10,000 10,000
Additional Paid in Capital 9,600 9,000
Deficit Accumulated During the
Development Stage (35,984) (31,450)
_________ ________
Total Stockholders' Equity (16,384) (12,450)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $0 $0
The accompanying notes and accountant's report are an integral
part of these financial statements.
MEDIC MEDIA, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED INCOME STATEMENT
For the 3 Mos Ended For the 3 Mos Ended
July 31 April 30
1998 1997 1998 1997
------------------------------------------
TOTAL REVENUES: $ 0 N/A 0 N/A
OPERATING EXPENSES:
Accounting 1,421 N/A 2,400 N/A
Legal 2,500 10,000
Filing Fee 13 50
Rent 600 0
Other Start Up Costs 0 0
Other Income 0 0
________ _______ ________ ________
NET LOSS (4,534) N/A (12,450) N/A
NET LOSS PER SHARE (.000453) (.001245)
Weighted Average
Number of Shares
Outstanding 10,000,000 10,000,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
MEDIC MEDIA, INC.
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
to to
July 31, 1998 July 31, 1997
________________________________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (4,534) N/A
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities
Increase in Accounts Payable and
Accrued Expenses (9,766)
________ ________
Total Adjustments (9,766) N/A
Net Cash Used in
Operating Activities (14,300)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in Additional Paid
In Capital 600
Increase in Loan Payable 13,700
Net Cash Provided
by Financing Activities 14,300
________ _______
Net Change in Cash 0 N/A
Cash at Beginning of Period 0
Cash at End of Period $ 0
Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for
Interest Expense 0
Corporate Taxes $ 0
The accompanying notes and accountant's report are an integral
part of these financial statements.
Note 1. BASIS OF PRESENTATION
The Financial statements are prepared on the accural basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
The accompanying unaudited condensed 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 and
Article 10 of Regulation S-X. 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 six months
ended July 31 1998 are not necessarily indicative of the
results that may be expected for the year ended October 31,
1998. These Condensed Consolidated Financial Statements
should be read in conjunction with the Consolidated Financial
Statements and notes thereto contained in the Company's Form
10-K for the year ended April 30, 1998.
Note 2. USE OF OFFICE SPACE
The Company uses 1,000 square feet of space for its executive
offices at 11 Waterloo Place, London, UK which it receives from
one of its shareholders at no cost. The fair market value of
this office is $200 per month, which is reflected as an expense
with a corresponding credit to Additional Paid in Capital.
Note 3. LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital and ultimately having net income.
The Company established its office in London, UK on November 18,
1996 when it began the initial development of its business plan.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company has from time of inception to July 31,
1998 no revenue and a net loss from operations of $35,984. As of
July 31, 1998, the Company had a net capital deficiency of
$16,384.
It is not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the
foreseeable future. Medic Media, Inc., does not have a working
capital line of credit with any financial institution.
Therefore, future sources of liquidity will be limited to the
Company's ability to obtain additional debt or equity funding.
The Company anticipates that its existing capital resources will
enable it to maintain its current implemented operations for at
least 12 months.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
Since the original filing of the Form 10-KSB, the company has
entered into a non-binding Letter of Intent Agreement with
Automotive Facilities Corporation, ("AFC") a Delaware
Corporation, to negotiate a definitive written acquisition
Agreement, with the goal of finalizing such definitive
written acquisition agreement by October 14, 1998. The
purpose of such Agreement is to finalize the terms of a
merger transaction wherein Medic Media will be the surviving
corporation. A copy of that Letter of Intent Agreement is
attached hereto as Exhibit A. The Company is currently
continuing its negotiations with AFC and is confident that a
final written acquisition agreement will be executed. For
such reason, the Company has not utilized any notices or
advertisements to search for further business opportunities.
The Company has also entered into a Letter of Engagement with
First London Securities Corporation ("First London"), a
company based in the State of Texas, to act as its financial
advisor and to furnish Investment Banking Services to the
Company. A copy of that Letter of Engagement is attached
hereto as Exhibit B. The Company's objective in retaining
First London is to develop contacts and relationships within
the investment community. The Company has not previously
utilized any other financial advisors or consultants.
The Company has no recent operating history and no
representation is made, nor is any intended, that the Company
will be able to carry on future business activities
successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an
operating business, develop sustaining business opportunities
or acquire property that will be of material value to the
Company. In the opinion of management, inflation has not and
will not have a material affect on the operations of the
Company as it does not currently have any significant assets,
debt or income.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company
or to accrue expenses until such time as the Company begins
to generate sufficient income to cover such expenses.
Management intends to hold expenses to a minimum and to
obtain services on a contingency basis when possible.
Further, the Company's directors will forego any compensation
until such time as the Company begins to generate sufficient
income to cover such expenses. However, if the Company
engages outside advisors or consultants in search for
business opportunities, it may be necessary for the Company
to attempt to raise additional funds. There is no assurance
that the Company will be able to obtain additional funding
when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company, at this time, does not intend to use any
employees, with the possible exception of part-time clerical
assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for
minimal cost or on a deferred payment basis. Management is
confident that it will be able to operate in this manner in
its efforts to re-develop the Company's business
opportunities during the next twelve months.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until
such time as the Company successfully completes an
acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as
it relates to its business and operations following a
successful acquisition or merger.
Management plans to further independently investigate and
research and, if justified, potentially acquire or merge with
one or more businesses or business opportunities if the
Company's management, in their professional opinion, deem it
advantageous in the event an acquisition agreement with AFC
is not consummated. To this, management retains broad
discretion in its efforts.
The Company voluntarily filed a registration statement on
Form 10 in order to make information concerning itself
more readily available to the public. Management believes
that a reporting company under the Securities Exchange Act of
1934, as amended (the "Exchange Act") could provide a
prospective merger or acquisition candidate with additional
information concerning the Company. In addition, management
believes that this might make the Company more attractive to
an operating business opportunity as a potential business
combination candidate. As a result of filing its
registration statement, the Company is obligated to file with
the Commission certain interim and periodic reports including
an annual report containing audited financial statements.
The Company intends to continue to voluntarily file these
periodic reports under the Exchange Act even if its
obligation to file such reports is suspended under applicable
provisions of the Exchange Act.
MANAGEMENT
At the present, management expects to devote a minimal amount
of time to the Company's activities and estimates that such
time shall be approximately 5 hours per week.
The Company does not intend to issue any stock to management,
promoters or their affiliates or associates, prior to a
merger. In the event a merger is undertaken, then there is a
possibility that additional stock may be issued as part of
such merger agreement.
The management of the Company currently intends to promote
another entity, Ascot Group and possible conflicts could
arise. In the event such conflicts do arise, the management
intends to advise the Board of Directors and to seek their
consultation as to how such conflict may be resolved.
The Company has no current plans to issue securities prior to
the identification of a merger candidate.
The Company intends to proceed to seek out a target company
through its contacts and Letter of Agreement with First
London Securities Corporation and to further negotiate a
possible acquisition with AFC. The Company further intends
to utilize First London Securities as a market maker for the
Company's securities. The extent of First London's role as
such market maker is defined in the Letter of Agreement
between the Company and First London and, at this time, the
Company does not intend to solicit or seek out any other
entity to act as a market maker.
The Company's promoters and management have not been involved
with any previous blank check offerings.
FORM OF ACQUISITION
In the event the Company consummates a merger transaction or
acquisition, the Company believes that there will be a change
in control in the Company. The Company believes that any
merger would include the new issuance of common stock in the
Corporation to a potential merger candidate followed by a
reverse split of the Company's issued common stock thereby
effectively passing control of the Company to the merged
candidate.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company
will be utilized to pay statutory, legal and accountant fees
expended by the Company.
The Company does not foresee that any terms of sale of the
shares presently held by officers and/or directors of the
Company will also be afforded to all other shareholders of
the Company on similar terms and conditions.
Management does not anticipate actively negotiating or
otherwise consenting to the purchase of any portion of their
common stock as a condition to or in connection with a
proposed merger or acquisition. In such an instance, all
shareholders are to be treated equally. This policy is
upheld by the inclusion of a resolution of the Board of
Director's of the Company, contained in the Company's
minutes. In the event management wishes to actively
negotiating or otherwise consenting to the purchase of any
portion of their common stock as a condition to or in
connection with a proposed merger or acquisition, this would
need to be disclosed to the Board of Directors and entered
into the Company's minutes. The company's shareholders will
be afforded an opportunity to approve or consent to any
particular stock buy-out transaction or merger.
The major shareholders of the Company, Technology Finance
Ltd., and Meichrisea Holdings Ltd., own 39.5 percent and 24
percent, respectively, of the Company's outstanding shares of
common stock. They are therefore capable of asserting
influence over the management of the Company's affairs. Both
entities will continue to exercise their voting rights to
continue to elect the current directors to the Company's
Board of Directors.
The Company has adopted a policy that a cash finder's fee of
two (2%) percent may be paid to anyone who finds a
transaction which is consummated by the Company. The Company
does not intend to issue securities (debt or equity) as a
finder's fee. No finder's fees will be payable to officers,
directors or promoters of the company and no action. For
this reason, no plan of action has currently been undertaken
to prevent any conflict of interest regarding the payment of
such fees to officers, directors or promoters of the company.
There is no present potential that the Company may acquire or
merge with a business or company in which the Company's
promoters, management or their affiliates or associates,
directly or indirectly, have an ownership interest. Existing
corporate policy does not permit such transactions, unless
disclosed by the individual with such interest and consent to
by the Board of Directors. This policy based upon an
understanding between management and the Board of Directors.
Management is unaware of any circumstances under which this
policy, through its own initiative, may be changed.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that
it currently does not maintain any material active operations
which it foresees will be impacted by the Year 2000 problem.
Management therefore does not anticipate that the company
will be affected by this issue, financially or otherwise.
This disclosure complies with the directives of the
Securities and Exchange Commission, specifically Staff Legal
Bulletin No. 5 (CF/IM), regarding Year 2000 issues.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are currently no pending legal proceedings
against the company.
ITEM 2. CHANGES IN SECURITIES
The instruments defining the rights of the holders
of any class of registered securities have not ben modified.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There has been no default in the payment of
principal, interest, sinking or purchase fund installment .
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of security
holders during the period covered by this report.
ITEM 5. OTHER INFORMATION
There is no other information to report which is
material to the company's financial condition not previously
reported.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There are no exhibits attached and no reports on
Form 8-K were filed during the quarter for which this report
is filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
/s/ MEDIC MEDIA, INC.
______________________
Basil Parker, President