UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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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 January 31, 1998
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MEDIC MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3944580
--------------- -------------------
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 January 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
Note 4. Related Party Transaction. . . . . . . . . .8
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . . 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 14
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 14
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 14
Item 5. Other information. . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TO THE BOARD OF DIRECTORS
MEDIC MEDIA, INC.
We have reviewed the accompanying balance sheet of Medic Media,
Inc. (a development stage company) as of January 31, 1999, and
the related statements of loss and accumulated deficit and cash
flows for the three months then ended, in accordance with
Statements on Standards for Accounting and Review Services issued
by the American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of the management of Medic Media Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
Graf Repetti & Co.
New York, New York
February 26, 1999
MEDIC MEDIA INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
January 31, 1999 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 3,738 12,450
_________ ________
Total Current Liabilities 3,738 12,450
Note Payable -
Technology Finance Ltd (Note 5) 20,071 0
_________ ________
Total Liabilities 23,809 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 10,800 9,000
Deficit Accumulated During the
Development Stage (44,609) (31,450)
_________ ________
Total Stockholders' Equity (23,809) (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
January 31 October 31
1999 1998 1998 1997
------------------------------------------
TOTAL REVENUES: $ 0 N/A 0 N/A
OPERATING EXPENSES:
Accounting 1,200 N/A 1,200 N/A
Legal 2,500 2,500
Filing Fee 13 12
Rent 600 600
Other Start Up Costs 0 0
Other Income 0 0
________ _______ ________ ________
NET LOSS (4,313) N/A ( 4,312) N/A
NET LOSS PER SHARE (.000431) (.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.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
to to
January 31, 1999 October 31, 1997
________________________________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (4,313) 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 (3,663)
________ ________
Total Adjustments (3,663) N/A
Net Cash Used in
Operating Activities ( 650)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in Additional Paid
In Capital 600
Increase in Loan Payable 50
Net Cash Provided
by Financing Activities 650
________ _______
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. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. Description of Company
Medic Media, Inc. ("the Company") is a for-profit corporation
incorporated under the laws of the State of Delaware on November
18, 1996. The Company has one wholly owned subsidiary, Medic
Media, incorporated in the United Kingdom. Medic Media Inc.'s
principle objective is to develop a major medical communications
company in North America and Europe by providing reliable,
authoritative and up-to-date medical information for consumers
and health-care professionals. The mission will be realized by
using a range of information pathways, including a nationally
distributed health and medicine magazine, a broadcast television
program and pages on the World Wide Web. Strategic partnerships
have already been made with leading retail pharmacists, health
spas and advertising agencies which will help to create a brand
awareness for the Company's projects.
B. Basis of Presentation
Financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
C. Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company
considers all short-term investments with maturity of three month
or less to be cash equivalents.
D. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ
from these estimates. Significant estimates in the financial
statements include the assumption that the Company will continue
as a going concern. See Note 3.
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 January
31, 1999 no revenue and a net loss from operations of $44,609.
As of January 31, 1999, the Company had a net capital deficiency
of $23,809.
The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with
publishing its magazine and books, and producing its television
program and website. 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; however, full
implementation of its business plan is dependent upon its ability
to raise substantial funding. Management's plan is to move the
Company toward profitability within five years and to seek
additional capital to fund further expansion of its operations.
Note 4. NET LOSS PER SHARE
For the Three
Months Ended
January 31, 1999
------------------
Net Loss per share $ ( 0.00)
Note 5. RELATED PARTY TRANSACTION
A note payable in the amount of $20,021 exists with Technology
Finance which is the majority shareholder of the Company.
Technology Finance Ltd., paid $50 of liabilities and expenses
on behalf of the Company during the quarter. The loan is
evidenced by a note which calls for repayment in cash or
securities once a merger is consummated. The note bears no
interest. The Company can borrow up to $50,000 on the note.
To Whom It May Concern:
This letter confirms that we are the independent accountants of
Medic Media, Inc. We acknowledge our awareness of the use in the
Form 10-Q of a report on unaudited financial information for the
three months ended January 31, 1999. There has been no change in
accounting principles or practices followed by the company for
the past quarter.
Graf Repetti & Co.
New York, New York
February 26, 1999
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
The Company is considered a development stage company and its
principal business purpose is to locate and consummate a merger
or acquisition with a private entity. Because of the Company's
current status having no assets and no recent operating history,
in the event the Company does successfully acquire or merge with
an operating business opportunity, it is likely that the
Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the
Company.
The Company has incurred minimal expenses for the last quarter.
These expenses have been spent solely on accounting and legal
fees relating to the company's filings.
The company is still seeking a merger or acquisition candidate
and in February 1999 entered into discussions with a manufacturer
of amphibious commercial vehicles with a view to acquiring them.
The amphibious vehicle company specializes in the design and
manufacture of vehicles that can operate in water and on land,
and can include applications for the repair and maintenance of
waterways, fish farming, military applications, and for emergency
rescue in disaster areas not accessible by conventional forms of
transport, as well as many other possible applications. Talks
are currently on-going and management is hopeful that an
acquisition will be made within the next quarter.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
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.
Technology Finance Ltd., has placed a cap of $50,000.00 on the
amount of funds which it will advance to the Company. There is a
written memorandum agreement that Technology Finance will receive
repayment of such funds upon the consummation of a merger or
acquisition by the Company. Technology Finance has advanced such
funds with the expectation that the infusion of capital into the
Company will enhance its growth potential and subsequent
realization of profit which will be realized by the Company's
shareholders.
Technology Finance Ltd., is a shareholder of the Company, owning
39.5% of the outstanding common stock of the Company. Technology
Finance has advanced funds to the Company to pay for its
statutory filing costs, attorney's fees and accounting fees and
will continue to advance such funds as needed for future
reporting and compliance. The maximum amount of funds Technology
Finance will advance is $50,000. To date, Technology Finance has
advanced $28,162 to the Company. The Company will repay this
advancement of funds upon the consummation of a merger or
acquisition by the Company. Technology Finance has advanced
these funds with the expectation that the infusion of capital
into the Company will enhance its growth potential and subsequent
realization of profit which will be realized by the Company's
shareholders.
The Company will consider the repayment of the funds advanced by
Technology Finance as a criteria in selecting a target company to
consummate a merger or business acquisition. The reason for
including repayment of the funds as a criteria is that the
Company wishes to consummate a merger or business transaction
which will be able to repay the debt owed to Technology Finance.
If a target company cannot repay this debt, then it will not be
part of any merger or business acquisition with the Company.
The Company entered into a Letter of Engagement on July 29, 1998
with First London Securities Corporation ("First London") to act
as its financial advisor and to furnish Investment Banking
Services to the Company. The fee to be paid to First London is
$5,000.00. 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 will utilize the
services of First London as a market maker once there is a market
in the Company's stock and the company has cleared the no comment
stage with the SEC and becomes a fully reporting company. There
can be no assurance however that the company will clear the no
comment stage and that there will be a market in the Company's
stock. At this point, there is no market for the Company's stock
and therefore First London is not rendering any services on
behalf of the Company. However, the Company has filed a Form
15(c)2-11 with the NASD to obtain a trading symbol and obtain
permission to make a market in the Company's stock. Approval of
the Form 15(c)2-11 is still pending and there are no guarantees
that such approval will be granted or that there will be a market
in the Company's stock. Once, and if, approval is granted, First
London will render its services under the Letter of Engagement
and begin to create a market for the Company's common stock.
The Company will consider the payment of the fee to First London
as a criteria in selecting a target company to consummate a
merger or business acquisition. The reason for including
repayment of First London's fee as a criteria is that the Company
wishes to consummate a merger or business transaction which will
be able to pay this fee in order for a market to be made in the
Company's stock. If a target company cannot pay this debt, then
it will not be part of any merger or business acquisition with
the Company. Additionally, the Company may utilize an
advancement of funds from its agreement with Technology Finance
to pay the fee to First London.
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.
Should the company's expenses on its legal and accounting fees
run over the amount as outlined in the loan note from Technology
Finance Limited then the company will negotiate with Technology
Finance as to the procurement of additional funds to maintain the
Company's reporting status.
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.
To this, management retains broad discretion in its efforts.
The Company has voluntarily become a reporting company 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") can 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 becoming a
reporting, the Company is obligated to file with the Securities
and Exchange 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 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. The Company further intends
to utilize First London Securities as a market maker for the
Company's securities. At the present time, however, there is no
market in 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.
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 negotiate or otherwise consent 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 3. CHANGES IN SECURITIES
The instruments defining the rights of the holders of any class
of registered securities have not ben modified.
ITEM 4. DEFAULTS UPON SENIOR SECURITIES
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
ITEM 5. 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 6. OTHER INFORMATION
There is no other information to report which is material to the
company's financial condition not previously reported.
ITEM 7. 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
Dated: February 26, 1999