UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 000-53850
MEDBOOK WORLD, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 27-1397396
(State or Incorporation) (I.R.S. Employer Id. No.)
1150 Silverado, Ste. 204, La Jolla, CA 92037 (858) 459-1133
(Address of principal executive offices) (Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
(Title of Class)
Indicate by check mark if MedBook World, Inc. (MedBook) is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act of 1933. Yes [ ] No [X]
Indicate by check mark if MedBook is not required to file reports pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes [ ] No
[X]
Indicate by check mark whether MedBook (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 MedBook was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of MedBook's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether MedBook is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether MedBook is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes [X] No [ ]
The aggregate market value of MedBook's common stock held by non-affiliates of
MedBook as of the last business day of MedBook's most recently completed fiscal
quarter (September 30, 2010) was approximately $0.00 (based on lack of any trade
or posted price reported by OTC on or prior to September 30, 2010). For this
purpose, all of MedBook's officers and directors and their affiliates were
assumed to be affiliates of MedBook.
There were 11,150,000 shares of MedBook's common stock outstanding as of
December 21, 2010.
DOCUMENTS INCORPORATED BY REFERENCE: None.
MEDBOOK WORLD, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED SEPTEMBER 30, 2010
INDEX
PART I
Item 1 Business 1
Item 1A Risk Factors 4
Item 2 Properties 10
Item 3 Legal Proceedings 10
Item 4 Submission of Matters to a Vote of Security Holders 10
PART II
Item 5 Market for Common Equity, Related Stockholder Matters, and Issuer
Purchases of Equity Securities 10
Item 6 Selected Financial Data 12
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operation 12
Item 7A Quantitative and Qualitative Disclosure About Market Risk 13
Item 8 Financial Statements and Supplementary Data 13
Item 9A Controls and Procedures 24
Item 9B Other Information 24
PART III
Item 10 Directors, Executive Officers, and Corporate Governance 24
Item 11 Executive Compensation 25
Item 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 26
Item 13 Certain Relationships and Related Transactions and Director
Independence 26
Item 14 Principal Accounting Fees and Services 27
PART IV
Item 15 Exhibits and Financial Statement Schedules 27
SIGNATURES 28
ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND OF THE ISSUER AND ITS PREDECESSOR
MedBook World, Inc. ("the Company" or "the Issuer" or "Journal") was
organized under the laws of the State of Delaware on November 17, 2009 as part
of the implementation of the Chapter 11 plan of reorganization of AP Corporate
Services, Inc. ("AP").
AP was incorporated in the State of Nevada in 1997 and was formed to
provide a variety of services to small, entrepreneurial businesses. These
services included business planning, market research, accounting advice,
incorporation and resident agent services. Between 1997 and 1999 AP's business
focus changed. In addition to providing business services, AP began to own and
develop businesses related to the medical professions. In 1999 AP organized
MedBook World, LLC with the intent of offering and selling medical books through
mail order catalogues and on line. Agreements were entered with various
publishers and wholesalers establishing MedBook as a book retailer, but
relatively few books were actually sold and all sales agreements terminated
prior to AP's bankruptcy filing in 2008. Progress in developing the business was
slow because most of AP's financial resources were directed at maintaining
another subsidiary, Radiology.com, Inc., a Virginia based MRI center.
Radiology.com had a significant patient flow and gross revenues but also large
loses. Ultimately these losses led to the bankruptcy of AP, to AP's inability to
fully develop the business of MedBook World, and to AP's loss of its interests
in Radiology.com in the bankruptcy.
AP filed for Chapter 11 Bankruptcy in September 2008 in the U.S. Bankruptcy
Court for the Central District of California. AP's plan of reorganization was
confirmed by the Court and became effective on January 4, 2009. This plan of
reorganization provided, among other things, for the incorporation of the Issuer
so that shares in it could be distributed to the bankruptcy creditors. The plan
also provided for the transfer to the Issuer of any interest which AP and/or
MedBook World LLC had in the development of a mail order and on line medical
bookseller.
DESCRIPTION OF CURRENT BUSINESS
The Company's two officers and directors (there are no plans for additional
officers or directors) have determined that the Company lacks the resources to
properly develop the business of selling medical books and publications through
mail order catalogues and on line. Therefore, the Company's two officers and
directors have determined to seek a merger or an acquisition with a larger,
better capitalized entity which will accomplish the plan as ordered by the
Court: "to enhance the distribution to creditors" and bring greater value to our
shareholders. Therefore, as of the date hereof, the Company can be defined as a
"shell" company, an entity which is generally described as having no or nominal
operations and with no or nominal assets. As a shell company, our purpose at
this time, described more fully below, is to negotiate a business agreement or
combination with a larger entity which will bring greater value to our
shareholders. As of the date hereof, we have not identified any potential merger
or acquisition partner.
The Company's two officers and directors (there are no plans for additional
officers or directors) believe that a potential merger or acquisition target
will be a business which seeks the benefits of our shareholder base or status as
a reporting issuer. The Company's two officers and directors will not restrict
its search to any specific industry or geographical location. The Company's two
officers and directors anticipate that the Company may be able to participate in
only one potential business venture because a business partner might require
exclusivity. This lack of diversification should be considered a substantial
risk to our shareholders because it will not permit us to offset potential
losses from one venture against gains from another.
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We may seek a business opportunity with entities which have recently
commenced operations, or which wish to expand into new products or markets, to
develop a new product, or to utilize the public marketplace in order to raise
additional capital. This discussion of the proposed business is purposefully
general and is not meant to be restrictive of our discretion to search for and
enter into potential business opportunities.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky due to general economic
conditions, rapid changes in the business environment, and shortages of
available capital. The Company's two officers and directors believe that there
are numerous firms seeking the benefits of an issuer who has complied with the
1934 Act, but this is by no means certain.
It is our present intent to continue to comply with all of the reporting
requirements under the 1934 Act. The Company's two officers and directors,
Daniel Masters and Anthony Turnbull, have agreed to provide the necessary funds,
without interest, for the Company to comply with the 1934 Act reporting
requirements, provided that they are officers and directors of the Company when
the obligation is incurred. These officers have not, as of the date hereof, set
a maximum dollar amount that they are willing to provide to the Company.
It is anticipated that we will incur nominal expenses in the implementation
of the business plan described herein. Because we have no capital with which to
pay these anticipated expenses, the Company's two officers and directors will
pay these charges with their personal funds, as interest free loans to the
Company or as capital contributions. However, if loans, the only opportunity
which the two officers and directors have for repayment of these loans will be
from a prospective merger or acquisition candidate.
ACQUISITION OF OPPORTUNITIES
The two officers and directors of the Company (there are no plans for
additional officers or directors) will seek out business combination
opportunities through their personal business contacts. Our President regularly
attends meetings of the National Investment Banking Association, the Southern
California Investment Association, the Los Angeles Venture Association, and
similar groups where businesses seeking to expand and investors and related
professionals (e.g. consultants, accountants, and attorneys) meet in hopes of
working together. The two officers and directors of the Company will not be
limited in their search to these groups but believe that these groups will
provide a networking platform from which to seek business combination
opportunities.
In implementing a structure for a particular business venture, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. On the consummation of an agreement, it
is probable that the present two officers and directors and the shareholders of
the Company will no longer be in control of the Company. In addition, and
especially if there is a business combination, our two directors may, as part of
the terms of the acquisition or merger, resign and be replaced by new directors
without a vote of our shareholders or may sell their stock in the Company.
It is anticipated that any securities issued by our Company in any such
reorganization would be issued in reliance upon an exemption from registration
under applicable federal and state securities laws. It is anticipated that it
will also be a method of taking a private company public known as a "back door"
1934 Act registration procedure.
We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties thereto, will
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specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of verifying revenue and bearing costs,
including costs associated with the Company's attorneys and accountants, will
set forth remedies on default and will include miscellaneous other terms.
It is our present intent that we will not submit a potential merger,
acquisition, or similar reorganization to our shareholders for approval. We are
incorporated under the laws of Delaware and Delaware's General Corporation Law,
Section 228, provides that "...any action required by this chapter to be taken
at any annual or special meeting of stockholders of a corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted..." Delaware's
General Corporation Law, Section 228, also provides that "Prompt notice of the
taking of the corporate action without a meeting... shall be given to those
stockholders or members who have not consented in writing..."
Our President, Daniel Masters, owns 89.7% of our issued and outstanding
shares of stock; thus his written consent to a potential merger or acquisition
constitutes more than the minimum number of votes necessary to authorize such a
reorganization under Delaware law. Prompt notice of any such action will be
filed with the Securities and Exchange Commission on Form 8-K and also on Forms
PREM14C and DEFM14C and copies of these filings will be sent by first class
mail, postage pre-paid, to each of our shareholders.
Our present intent is that we will not enter into a business combination
agreement with an entity which cannot provide independent audited financial
statements at the time of closing of the proposed transaction and supply other
information that is normally disclosed in filings with the Securities and
Exchange Commission. We are subject to all of the reporting requirements
included in the 1934 Act. These rules are intended to protect investors by
deterring fraud and abuse in the securities markets through the use of shell
companies. Included in these requirements is the affirmative duty of the Company
to file independent audited financial statements as part of its Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a merger
or acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-K. In addition, in the filing of the Form 8-K
that we file to report an event that causes us to cease being a shell company,
we are required to include that information that is normally reported by a
company in its original Form 10.
We do not intend to hire an investment banker, a business broker, or a
similar professional specializing in business acquisitions. Once a potential
acquisition has been identified we do intend to hire an attorney experienced in
business acquisitions to prepare or review the merger or acquisition agreements
and documents. Because we have no capital with which to pay legal fees our
President, Daniel Masters, has agreed to pay these fees with personal funds, as
an interest free loan to the Company or as a capital contribution. However, this
is a voluntary agreement; Mr. Masters is not contractually obligated to pay this
expense.
ACCOUNTING IN THE EVENT OF A BUSINESS COMBINATION
Future business combinations will be recorded in accordance with the FASB
Accounting Standards Codification 805 (ASC 805).
We have been informed that most business combinations will be accounted for
as a reverse acquisition with us being the surviving registrant. As a result of
any business combination, if the acquired entity's shareholders will exercise
control over us, the transaction will be deemed to be a capital transaction
where we are treated as a non-business entity. Therefore, the accounting for the
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business combination is identical to that resulting from a reverse merger,
except no goodwill or other intangible assets will be recorded. For accounting
purposes, the acquired entity will be treated as the accounting acquirer and,
accordingly, will be presented as the continuing entity.
REPORTING ISSUER STATUS
The Company chose to become a reporting company on a voluntary basis
because one attraction of the Company as a merger partner or acquisition vehicle
will be its status as a public company. In addition, we became a reporting
company to enhance investor protection and to provide information if a trading
market commences. Only those companies that report their current financial
information to the Securities and Exchange Commission, banking, or insurance
regulators are permitted to be quoted on the OTC Bulletin Board System.
Based upon our proposed future business activities, it is possible that we
may be deemed a "blank check" company (see "Risk Factors"). The Securities and
Exchange Commission definition of such a company is a development stage company
that has no specific business plan or purpose, or has indicated that its
business plan is to engage in a merger or acquisition with an unidentified
company or companies, or other entity or person, and is issuing "penny stock."
A "penny stock" security is any equity security other than a security (i)
that is a reported security (ii) that is issued by an investment company (iii)
that is a put or call issued by the Option Clearing Corporation (iv) that has a
price of $5.00 or more (except for purposes of Rule 419 of the Securities Act of
1933, as amended) (v) that is registered on a national securities exchange (vi)
that is authorized for quotation on the NASDAQ Stock Market, unless other
provisions of the defining rule are not satisfied, or (vii) that is issued by an
issuer with (a) net tangible assets in excess of $2,000,000, if in continuous
operation for more than three years or $5,000,000 if in operation for less than
three years or (b) average revenue of at least $6,000,000 for the last three
years.
Our stock will likely be deemed a "penny stock."
ITEM 1A. RISK FACTORS
Our business is subject to numerous risk factors, including the following:
1. We have no operating history and no revenues or earnings from operations.
We have no assets. We will, in all likelihood, sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in us incurring a net operating loss that will
increase continuously until we can consummate a business combination with a
profitable business entity. There is no assurance that we can identify such a
business entity and consummate such an agreement or combination.
2. We may not be able to continue to operate as a going concern.
Our auditor has expressed the opinion that we may not be able to continue
as a going concern. His opinion letter and the notation in the financial
statements indicate that we do not have revenues, cash reserves, or other
material assets and that we are relying on advances from stockholders, officers
and directors to meet our limited operating expenses. We may become insolvent if
we are unable to pay our debts in the ordinary course of business as they become
due.
3. Our proposed plan of operation is speculative.
The success of our proposed plan of operation will depend to a great extent
on the operations, financial condition and management of the business
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opportunity which we identify, if any is identified. While our two officers and
directors intend to seek business agreement(s) or combination(s) with entities
having established operating histories, there can be no assurance that we will
be successful in locating candidates meeting such criteria. In the event we
complete a business agreement or combination, of which there can be no
assurance, the success of our operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors beyond our
control.
4. We face intense competition for business combination opportunities.
We are and will continue to be an insignificant participant in the business
of seeking mergers with, joint ventures with and acquisitions of small private
and public entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies that may be our desirable target candidates. Nearly all such entities
have significantly greater financial resources, technical expertise and
managerial capabilities than we have and, consequently, we will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, we will also compete
in seeking merger or acquisition candidates with numerous other small public
companies.
5. We have no agreements for a business combination or licensing transaction
and have established no standards for such transactions.
We have no arrangement, agreement or understanding with respect to entering
into an agreement or engaging in a merger with, joint venture with or
acquisition of, a private or public entity. There can be no assurance that we
will be successful in identifying and evaluating suitable business opportunities
or in concluding a business transaction. Our two officers and directors have not
identified any particular business for our evaluation. There is no assurance
that we will be able to negotiate a business combination on terms favorable to
us. We have not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which we will
require a target business opportunity to have achieved, and without which we
would not consider a business transaction in any form with such business
opportunity. Accordingly, we may enter into a business agreement or a business
combination with a business having no significant operating history, losses,
limited potential or no potential for earnings, limited assets, negative net
worth or other negative characteristics.
6. Our success is dependent on our two officers and directors who have other
full time employment, have limited experience, and will only devote limited
time (part time) to working for the Company, all of which makes our future
even more uncertain.
Daniel Masters is the President and Chief Executive Officer of the Issuer,
and Anthony Turnbull is the Secretary and Treasurer and Chief Financial Officer
of the Issuer. These are the only offices and directors of the Company. Both Mr.
Masters and Mr. Turnbull will serve without pay while maintaining other
employment. As of the date hereof, each is devoting no more than one to five
hours per week to the affairs of the Company. Notwithstanding the limited
availability of our two officers, loss of the services of either officer would
adversely affect development of our business and its likelihood of continuing in
operation.
7. Our two officers and directors may have a conflict of interest in selecting
a merger or acquisition target because of loans they may make to our
Company.
As noted above, the Company's two officers and directors have agreed that
they will pay the Company's anticipated operating expenses with their personal
funds, making interest free loans to the Company or capital contributions. If
they make interest free loans to the Company, the only opportunity they will
have for repayment of these loans will be from a prospective merger or
acquisition candidate. This may result in a conflict of interest in selecting a
merger candidate as the officers may prefer a candidate which will repay their
loans over one which will not.
5
8. The reporting requirements under federal securities law may delay or
prevent us from making certain acquisitions.
Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended,
(the "1934 Act"), require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two, or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.
In addition to the audited financial statements, in the filing of the Form
8-K that we file to report an event that causes us to cease being a shell
company, we will be required to include that information that is normally
reported by a company in a Form 10. The time and additional costs that may be
incurred by some target entities to prepare and disclose such information may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company.
9. An acquisition could create a situation wherein we would be required to
register under The Investment Company Act of 1940 and thus be required to
incur substantial additional costs and expenses.
Although we will be subject to regulation under the 1934 Act, our two
officers and directors believe the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as we will not be engaged in
the business of investing or trading in securities. In the event we engage in a
business combination that results in us holding passive investment interests in
a number of entities, we could be subject to regulation under the Investment
Company Act of 1940. In such event, we would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. We have obtained no formal determination from the Securities
and Exchange Commission as to the status of our Company under the Investment
Company Act of 1940 and, consequently, any violation of such Act would subject
us to material adverse consequences.
10. A merger, acquisition, or similar agreement would most likely be exclusive,
resulting in a lack of diversification.
Our two officers and directors anticipate that the Company may be able to
participate in only one potential business venture because a business partner
might require exclusivity. This lack of diversification should be considered a
substantial risk to our shareholders because it will not permit us to offset
potential losses from one venture against gains from another.
11. Our two officers/directors most likely will not remain after we complete a
business combination or will have little power to influence the direction
of business development.
A business combination will, in all likelihood, result in management of the
acquired business determining the timing and funding of our development. Our two
officers and directors will have little to do except monitor business activity,
if they remain in management at all. A business combination involving the
issuance of our Common Stock will, in all likelihood, result in shareholders of
a private company obtaining a controlling interest in us. Any such business
combination may require our two officers and directors to sell or transfer all
or a portion of the Company's Common Stock held by them, and/or resign as
members of the Board of Directors. The resulting change in our control could
result in removal of one or both present officers and directors and a
corresponding reduction in or elimination of their participation in our future
affairs.
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12. If we do any business combination, each shareholder will most likely hold a
substantially lesser percentage ownership in the Company.
If we enter a business combination with a private concern, that, in all
likelihood, would result in the Company issuing securities to shareholders of
any such private company. The issuance of our previously authorized and unissued
stock would result in reduction in percentage of shares owned by our present and
prospective shareholders and may result in a change in our control or in our
management.
13. As a shell company, we face substantial additional adverse business and
legal consequences if we enter a business combination.
We may enter into a business combination with an entity that desires to
establish a public trading market for its shares. A business opportunity may
attempt to avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with us. Such consequences may
include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, conditions and
restrictions imposed by underwriters, and the costs to comply with various state
("Blue Sky") securities laws.
On June 29, 2005, the Securities and Exchange Commission adopted final
rules amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents. The amendments prohibit the use of a Form S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisor), under certain circumstances, and revise the Form 8-K to
require a shell company to include current Form 10 information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity. This initial filing
must be made within four days of the acquisition and the Form 8-K filing may be
reviewed by the Securities and Exchange Commission. The prospects of certain
disclosures, or the lack of the ability to issue securities using a Form S-8, or
the requirement of audited financial statements, or the unwillingness to assume
the significant costs of compliance, may make an otherwise appropriate
acquisition target unwilling to enter a business combination with us.
14. The requirement of audited financial statements may disqualify some
business opportunities seeking a business combination with us.
Our two officers and directors believe that any potential business
combination opportunity must provide audited financial statements for review,
for the protection of all parties to the business combination. One or more
attractive business opportunities may choose to forego the possibility of a
business combination with us, rather than incur the expenses associated with
preparing audited financial statements.
15. One of our officers is also our principal shareholder and he will be able
to approve all corporate actions without shareholder consent and will
control our Company.
Our principal shareholder, Daniel Masters, currently owns approximately
89.7% of our Common Stock. Because of this, he will have the controlling vote in
all matters requiring approval by our shareholders, but not requiring the
approval of the minority shareholders. In addition, he is now the Company's
President and one of its two officers and directors. Because he is the majority
shareholder, he will be able to elect all of the members of our board of
directors, allowing him to exercise significant control of our affairs and
management. In addition, he may transact corporate business requiring
shareholder approval, including approval of the acquisition of, or merger with,
an operating company, by written consent, without soliciting the votes of other
shareholders.
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16. Our Common Stock may never be publicly traded and holders may have no
ability to sell their shares.
There is no established public trading market for our shares of Common
Stock, and there is no assurance that our Common Stock will be accepted for
listing on the OTC Bulletin Board or in any other trading system in the future.
There can be no assurance that a market for our Common Stock will be
established or that, if established, a market will be sustained. Therefore, if
you purchase our Common Stock you may be unable to sell the shares. Accordingly,
you should be able to bear the financial risk of losing your entire investment.
Only market makers can apply to quote securities. A market maker who
desires to initiate quotations in the OTC Bulletin Board system must complete an
application (Form 211) (unless an exemption is applicable) and by doing so, will
have to represent that it has satisfied all applicable requirements of the
Securities and Exchange Commission Rule 15c2-11 and the filing and information
requirements promulgated under the Financial Industry Regulatory Authority
("Finra") Bylaws. The OTC Bulletin Board will not charge us a fee for being
quoted on the service. Finra rules prohibit market makers from accepting any
remuneration in return for quoting issuers' securities on the OTC Bulletin Board
or any similar medium. Finra will review the market maker's application (unless
an exemption is applicable). If cleared, it cannot be assumed by any investor
that any federal, state or self-regulatory requirements other than certain Finra
rules and Rule 15c2-11 have been considered by Finra. Furthermore, the clearance
should not be construed by any investor as indicating that Finra, the Securities
and Exchange Commission, or any state securities commission has passed upon the
accuracy or adequacy of the documents contained in the submission.
The OTC Bulletin Board is a market maker or dealer-driven system offering
quotation and trading reporting capabilities - a regulated quotation service -
that displays real-time quotes, last-sale prices, and volume information in OTC
equity securities. The OTC Bulletin Board securities are not listed and traded
on the floor of an organized national or regional stock exchange. Instead, OTC
Bulletin Board securities transactions are conducted through a telephone and
computer network connecting market makers or dealers in stocks.
17. If our Common Stock does not meet blue sky resale requirements, certain
shareholders may be unable to resell our Common Stock.
The resale of Common Stock must meet the blue sky resale requirements in
the states in which the proposed purchasers reside. If we are unable to qualify
the Common Stock and there is no exemption from qualification in certain states,
the holders of the Common Stock or the purchasers of the Common Stock may be
unable to sell them.
18. Our shareholders may face significant restrictions on the resale of our
Common Stock due to state "blue sky" laws or if we are determined to be a
"blank check" company.
There are state regulations that may adversely affect the transferability
of our Common Stock. We have not registered our Common Stock for resale under
the securities or "blue sky" laws of any state. We may seek qualification or
advise our shareholders of the availability of an exemption. We are under no
obligation to register or qualify our Common Stock in any state or to advise the
shareholders of any exemptions.
Current shareholders, and persons who desire to purchase the Common Stock
in any trading market that may develop in the future, should be aware that there
might be significant state restrictions upon the ability of new investors to
purchase the Common Stock.
Blue sky laws, regulations, orders, or interpretations place limitations on
offerings or sales of securities by "blank check" companies or in "blind-pool"
offerings, or if such securities represent "cheap stock" previously issued to
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promoters or others. Our majority shareholder, because he received stock at a
price of $.0001 for each share, may be deemed to hold "cheap stock." These
limitations typically provide, in the form of one or more of the following
limitations, that such securities are:
(a) Not eligible for sale under exemption provisions permitting sales
without registration to accredited investors or qualified purchasers;
(b) Not eligible for the transaction exemption from registration for
non-issuer transactions by a registered broker-dealer;
(c) Not eligible for registration under the simplified small corporate
offering registration (SCOR) form available in many states;
(d) Not eligible for the "solicitations of interest" exception to
securities registration requirements available in many states;
(e) Not permitted to be registered or exempted from registration, and
thus not permitted to be sold in the state under any circumstances.
Virtually all 50 states have adopted one or more of these limitations,
or other limitations or restrictions affecting the sale or resale of stock of
blank check companies or securities sold in "blind pool" offerings or "cheap
stock" issued to promoters or others. Specific limitations on such offerings
have been adopted in:
Alaska Nevada Tennessee
Arkansas New Mexico Texas
California Ohio Utah
Delaware Oklahoma Vermont
Florida Oregon Washington
Georgia Pennsylvania
Idaho Rhode Island
Indiana South Carolina
Nebraska South Dakota
Any secondary trading market which may develop, may only be conducted in
those jurisdictions where an applicable exemption is available or where the
shares have been registered.
We do not have any legal opinions as it relates to whether we are a blind
pool or blank-check company. The Securities and Exchange Commission have adopted
a rule (Rule 419) which defines a blank-check company as (i) a development stage
company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii)
that has no specific business plan or purpose or has indicated that its business
plan is to engage in a merger or acquisition with an unidentified company or
companies. Certain jurisdictions may have definitions that are more restrictive
than Rule 419. We have been informed that the Securities and Exchange Commission
has cautioned that "it will scrutinize registered offerings for attempts to
create the appearance that the registrant... has a specific business plan, in an
effort to avoid the application of Rule 419." Provisions of Rule 419 apply to
every registration statement filed under the Securities Act of 1933, as amended,
relating to an offering by a blank-check company. We have never filed a
registration statement under the Securities Act of 1933, as amended.
If we are later determined to be a so-called "blank check" company, it
would be necessary for the Company to file a registration statement under the
Securities Act of 1933, as amended, prior to the resale of the Common Stock,
unless there exists a transactional or security exemption for such sale under
the Securities Act of 1933, as amended or under Title 11 of the U.S. Code.
Current shareholders and persons who desire to purchase the Common Stock in any
trading market that may develop in the future, should be aware that we are under
no obligation to register the shares on behalf of our shareholders under the
Securities Act of 1933, as amended.
9
The Company's officers, directors and majority shareholder have expressed
their intentions not to engage in any transactions with respect to the Company's
Common Stock except in connection with or following a business combination
resulting in us no longer being defined as a blank check issuer. Any
transactions in our Common Stock by said shareholders will require compliance
with the registration requirements under the Securities Act of 1933, as amended.
19. Our Common Stock will be subject to significant restriction on resale due
to federal penny stock restrictions.
The Securities and Exchange Commission has adopted rules that regulate
broker or dealer practices in connection with transactions in penny stocks.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange
system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.
These disclosure requirements will have the effect of reducing the level of
trading activity in any secondary market for our stock, and accordingly,
shareholders of our Common Stock will find it difficult to sell their
securities, if at all.
ITEM 2. PROPERTIES
We presently utilize office space at 1150 Silverado, Suite 204, La Jolla,
California. This space is provided to the Company by our president on a rent
free basis, and it is anticipated that this arrangement will continue for the
next twelve months or until a merger target is identified, whichever occurs
sooner.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation, pending or threatened, by or against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the period
ended September 30, 2010.
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
There is no trading market for our Common Stock at present and there has
been no trading market since inception. We do have a trading symbol however
there is no posted quote and no trades have taken place.
10
HOLDERS
As of September 30, 2010, there were approximately 96 stockholders of
record holding our common stock.
DIVIDENDS
We have never paid a dividend on our common stock and we do not intend to
pay a dividend in the foreseeable future. We have had no earnings from which to
pay dividends to date and we anticipate that there will be no earnings prior to
a business combination and possibly no earnings after a business combination.
RECENT SALES OF UNREGISTERED SECURITIES
(a) Securities issued in bankruptcy.
On November 17, 2009 1,085,000 shares of our common stock were distributed
to 93 shareholders by order of the U.S. Bankruptcy Court for the Central
District of California as part of the confirmed Plan of Reorganization of AP
Corporate Services, Inc. (the "Debtor"). The Court ordered the incorporation of
the Issuer, the assignment to it of plans to establish a publication retailer,
and ordered the Issuer's securities to be distributed to creditors of the Debtor
in partial satisfaction of their claims against the Debtor and in order to
enhance the creditors' opportunity for recovery.
Also on November 17, 2009 5,000,000 warrants to purchase shares of our
common stock were distributed to creditors of the Debtor as part of the
confirmed Plan of Reorganization. The warrants consist of 1,000,000 "A Warrants"
each convertible into one share of common stock at an exercise price of $1.00;
1,000,000 "B Warrants" each convertible into one share of common stock at an
exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one share
of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each
convertible into one share of common stock at an exercise price of $4.00; and
1,000,000 "E Warrants" each convertible into one share of common stock at an
exercise price of $5.00. All warrants are currently exercisable and may be
exercised at any time prior to January 4, 2014.
The issuance of the 1,085,000 shares of common stock and the 5,000,000
warrants to purchase a total of 5,000,000 shares of common stock were issued in
exchange for claims against the estate of AP Corporate Services, Inc. and were
exempt from registration under the Securities Act of 1933, as amended, because
they were issued under section 1145 of the Bankruptcy Code (Title 11 of the U.S.
Code). In addition, we may have also relied upon section 3(a)(7) of the
Securities Act of 1933 as a transaction ordered by a court as part of a
bankruptcy reorganization.
(b) Securities issued in a private placement.
On November 17, 2009 the Company issued 10,065,000 restricted shares of its
common stock to its two officers and its attorney, all at par value (0.0001 per
share) for total consideration of $1,007. We relied upon Section 4(2) of the
Securities Act of 1933, as amended for the above issuance. We believed that
Section 4(2) was available because:
- The issuance involved no underwriter, underwriting discounts or
commissions;
- We placed restrictive legends on all certificates issued;
- No sales were made by general solicitation or advertising;
- Sales were made only to accredited investors.
In connection with the above transactions, we provided the following to the
investor:
- Access to all our books and records.
- Access to all material contracts and documents relating to our
operations.
11
- The opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given access.
STOCK SPLITS
We have never authorized a stock split or reverse stock split.
REPURCHASES
We have never repurchased any shares of our common stock, nor were any
repurchases made on our behalf, nor have any future repurchases been authorized.
ITEM 6. SELECTED FINANCIAL DATA
The following balance sheet data and statement of operations data for the
periods ended September 30, 2010 and November 30, 2009 were derived from our
audited financial statements. Our audited financial statements for those periods
and the notes thereto appear elsewhere herein. The data should be read in
conjunction with the annual financial statements, related notes, and other
financial information appearing elsewhere herein.
Sept 30, 2010 Nov 30, 2009
------------- ------------
Statement of Operations Data
Revenues 0 0
Expenses 2,500 1,115
(Net Loss) (2,500) (1,115)
Loss per share Basic & Diluted (0.00) (0.00)
Balance Sheet Data
Cash 0 0
Total Assets 0 0
Liabilities 2,500 0
Stockholders' Equity 0 0
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis is intended to help you understand
our financial condition and results of operations for the periods ended
September 30, 2010 and November 30, 2009. You should read the following
discussion and analysis together with our audited financial statements and the
notes to the financial statements included under Item 8 in this report. Our
future financial condition and results of operations will vary from our
historical financial condition and results of operations described below based
on a variety of factors. You should carefully review the risks described under
Item 1A and elsewhere in this report, which identify certain important factors
that could cause our future financial condition and results of operations to
vary.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2010 we had no assets and liabilities of $2,500 and we
had an accumulated deficit of $3,615. As of November 30, 2009, our last audit
12
date, we had no assets and no liabilities and we had an accumulated deficit of
$1,115. The increase in loss was a result of professional fees of $2,500 and the
increase in liabilities in the same amount resulted from a loan from our
president to pay those professional fees. We will, in all likelihood, sustain
continued operating expenses without corresponding revenues, at least until the
closing of a merger with or acquisition of an operating business.
We are dependent upon our officers to meet any de minimis costs that may
occur. Our two officers and directors have agreed to provide the necessary
funds, without interest, for the Company to comply with the Securities Exchange
Act of 1934, as amended, provided that they are officers and directors of the
Company when the obligation is incurred. Pursuant to this agreement our
president loaned the Company $2,500 to pay for professional fees incurred. All
such advances are interest-free.
RESULTS OF OPERATIONS
The Company has no current operations and does not have any revenues or
earnings from operations. Moreover, the Company has had no operations and no
revenues since its inception on November 17, 2009, and no operations will
develop unless and until the Company is successful in its plan to merge with or
acquire an operating business.
GOING CONCERN.
The accompanying financial statements are presented on a going concern
basis. The company's financial condition raises substantial doubt about the
Company's ability to continue as a going concern. The Company does not have cash
or other material assets nor does it have any operations or revenues from
operations. It is relying on advances from stockholders, officers and directors
to meet its limited operating expenses.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The Company has no contractual obligations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Management believes that the Company bears no direct market risk. The
Company holds no debt or equity securities, no foreign currencies, and has no
credit facility. Management of the Company has agreed to extend loans to the
Company as needed to meet obligations, however these will be interest free. The
Company has not made any sales, purchases, or commitments with foreign entities
which would expose it to currency risks.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Immediately following please see MedBook World, Inc's.:
Report Of Independent Registered Public Accounting Firm
Balance Sheets
Statement of Operations
Statement of Changes in Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
13
Stan J.H. Lee, CPA
2160 North Central Rd. Suite 203 * Fort Lee * NJ 07024
P.O. Box 436402 * San Ysidro * CA 92143-9402
619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
MEDBOOK WORLD, INC.
(A Development Stage Company)
We have audited the accompanying balance sheet of MEDBOOK WORLD, INC. as at
September 30, 2010 and November 30, 2009 and the related statements of
operation, shareholders' deficit and cash flows for the year then ended and
period from November 17, 2009 (inception) to November 30, 2009. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining
on a test basis, evidence supporting the amount and disclosures in the combined
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MEDBOOK WORLD, INC. as of
September 30, 2010 and November 30, 2009, and the results of its operation and
its cash flows for the aforementioned periods in conformity with U.S. generally
accepted accounting principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in the notes to the financial
statements, the Company has not established any source of revenue to cover its
operating costs and losses from operations raises substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Stan J.H. Lee, CPA
- ----------------------------------
Stan J.H. Lee, CPA
November 15, 2010
Fort Lee, NJ
14
MEDBOOK WORLD, INC.
(A Development Stage Company)
BALANCE SHEETS
As of As of
Sept 30, 2010 Nov. 30, 2009
------------- -------------
ASSETS
Current Assets
Cash $ -- $ --
------- -------
TOTAL ASSETS -- --
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities 2,500 --
------- -------
TOTAL LIABILITIES 2,500 --
Stockholders' Equity (Deficit)
Preferred stock, $.0001 par value 20,000,000 shares authorized,
no shares issued or outstanding
Common stock, $.0001 par value 100,000,000 shares authorized,
11,150,000 shares issued and outstanding as of 11/30/2009
and 9/30/2010 $ 1,115 $ 1,115
Additional paid in capital -- --
Deficit accumulated during The development stage (3,615) (1,115)
------- -------
Total Shareholders' Equity -- --
------- -------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ --
======= =======
See Notes to Financial Statements
15
MEDBOOK WORLD, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
From Inception
Nov. 17, 2009
Period Ended Period Ended through
Sept 30, Nov 30, Sept 30,
2010 2009 2010
------------ ------------ ------------
Revenue $ -- $ -- $ --
------------ ------------ ------------
Total Revenue -- -- --
Expenses
Professional Exps 2,500 1,115 3,615
General & Admin Exps -- -- --
------------ ------------ ------------
Operating Expenses 2,500 1,115 3,615
------------ ------------ ------------
Other Income (Expense) -- -- --
------------ ------------ ------------
Net Income (Loss) (2,500) (1,115) (3,615)
============ ============ ============
Basic and diluted earning
(Loss) per Share (0.00) (0.00)
------------ ------------
Weighted average number
of common shares
outstanding 11,150,000 11,150,000
See Notes to Financial Statements
16
MEDBOOK WORLD, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From inception Nov. 17, 2009 to Sept. 30, 2010
Accumulated
Additional During the Total
Common Stock Paid-in Development Stockholders
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Common Stock Issued Per Court
Order Nov 17, 2009 1,085,000 $ 108 $ 0 $ 0 $ 108
Common Stock Issued To
Officers Nov 17, 2009 10,065,000 1,007 0 1,007
Net loss for period
Ended Nov. 30, 2009 (1,115) (1,115)
---------- ------- ------- -------- --------
Balance, Nov 30, 2009 11,150,000 1,115 0 (1,115) --
========== ======= ======= ======== ========
Net loss for year
Ended Sept. 30, 2010 (2,500) (1,115)
---------- ------- ------- -------- --------
Balance, Sept 30, 2010 11,150,000 $ 1,115 $ 0 $ (3,615) $ (3,615)
========== ======= ======= ======== ========
See Notes to Financial Statements
17
MEDBOOK WORLD, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
From Inception
Nov. 17, 2009
Period Ended Period Ended through
Sept 30, Nov 30, Sept 30,
2010 2009 2010
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $(2,500) $(1,115) $(1,115)
------- ------- -------
Adjustments to reconcile net income (loss) to
net cash (used in) operations -- -- --
Changes in operating assets and liabilities -- -- --
NET CASH PROVIDED BY (USED IN) OPERATIONS (2,500) (1,115) (3,615)
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY INVESTING ACTIVITIES -- -- --
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock Issuance -- 1,115 1,115
------- ------- -------
LOANS FROM OFFICER 2,500 -- 2,500
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,500 1,115 3,615
------- ------- -------
NET INCREASE (DECREASE) (2,500) (1,115) (3,615)
------- ------- -------
CASH BEGINNING OF PERIOD -- -- --
------- ------- -------
CASH END OF PERIOD $ -- $ -- $ --
======= ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ -- $ -- $ --
------- ------- -------
Income taxes paid $ -- $ -- $ --
------- ------- -------
See Notes to Financial Statements
18
MEDBOOK WORLD, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2010
NOTE 1. NATURE AND BACKGROUND OF BUSINESS
MedBook World, Inc. ("the Company" or "the Issuer") was organized under the laws
of the State of Delaware on November 17, 2009. The Company was established as
part of the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP").
Under AP's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for
the Central District of California, the Company was incorporated to: (1) receive
and own any interest which AP had in the development of a mail order and on line
medical bookseller; and (2) issue shares of its common stock to AP's general
unsecured creditors, to its administrative creditors, and to its shareholders.
Management believes the Company lacks the resources to effectively develop such
a bookseller on its own at this time and is therefore engaged in a search for a
strategic business partner or a merger or acquisition partner with the resources
to take the Company in a new direction and bring greater value to its
shareholders. The Company has been in the development stage since its formation
and has not yet realized any revenues from its planned operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year-end.
b. BASIC EARNINGS PER SHARE
The Company computes net income (loss) per share in accordance with the FASB
Accounting Standards Codification ("ASC"). The ASC specifies the computation,
presentation and disclosure requirements for earnings (loss) per share for
entities with publicly held common stock.
Basic net earnings (loss) per share amounts are computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
c. ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
d. CASH and CASH EQUIVALENT
For the Balance Sheet and Statements of Cash Flows, all highly liquid
investments with maturity of three months or less are considered to be cash
equivalents.
19
MEDBOOK WORLD, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2010
e. REVENUE RECOGNITION
The Company recognizes revenues and the related costs when persuasive evidence
of an arrangement exists, delivery and acceptance has occurred or service has
been rendered, the price is fixed or determinable, and collection of the
resulting receivable is reasonably assured. Amounts invoiced or collected in
advance of product delivery or providing services are recorded as deferred
revenue. The Company accrues for warranty costs, sales returns, bad debts, and
other allowances based on its historical experience.
f. STOCK-BASED COMPENSATION
The Company records stock-based compensation in accordance with the FASB
Accounting Standards Classification using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued.
g. INCOME TAXES
Income taxes are provided in accordance with the FASB Accounting Standards
Classification. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss carry
forwards. Deferred tax expense (benefit) results from the net change during the
year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
h. IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3. GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The officers and directors have committed to advancing certain
operating costs of the Company.
20
MEDBOOK WORLD, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2010
Management plans to seek a strategic partner to assist in the development of the
book sales business, or a merger or acquisition partner with the resources to
take the Company in a new direction and bring greater value to its shareholders.
Management has yet to identify any of these and there is no guarantee that the
Company will be able to identify such opportunities in the future.
NOTE 4. STOCKHOLDERS' EQUITY COMMON STOCK
The authorized share capital of the Company consists of 100,000,000 shares of
common stock with $0.0001 par value, and 20,000,000 shares of preferred stock
also with $0.0001 par value. No other classes of stock are authorized.
COMMON STOCK: As of September 30, 2010, there were a total of 11,150,000 common
shares issued and outstanding.
The Company's first issuance of common stock, totaling 1,085,000 shares, took
place on November 17, 2009 pursuant to the Chapter 11 Plan of Reorganization
confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services,
Inc. ("AP"). The Court ordered the distribution of shares in MedBook World, Inc.
to all general unsecured creditors of AP, with these creditors to receive their
PRO RATA share (according to amount of debt held) of a pool of 80,000 shares in
the Company. The Court also ordered the distribution of shares in the Company to
all shareholders of AP, with these shareholders to receive their PRO RATA share
(according to number of shares held) of a pool of 5,000 shares in the Company.
The Court also ordered the distribution of shares in the Company to all
administrative creditors of AP, with these creditors to receive one share of
common stock in the Company for each $0.10 of AP's administrative debt which
they held.
The Court also ordered the distribution of warrants in the Company to all
administrative creditors of AP, with these creditors to receive five warrants in
the Company for each $0.10 of AP's administrative debt which they held. These
creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A
Warrants" each convertible into one share of common stock at an exercise price
of $1.00; 1,000,000 "B Warrants" each convertible into one share of common stock
at an exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one
share of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each
convertible into one share of common stock at an exercise price of $4.00; and
1,000,000 "E Warrants" each convertible into one share of common stock at an
exercise price of $5.00. All warrants are exercisable at any time prior to
January 4, 2014. This warrant distribution also took place on November 17, 2009.
Also on November 17, 2009 the Officers of the Company and the Company's counsel
acquired a total of 10,065,000 common shares from the Issuer in a private
placement. The shares were purchased at par value, which is $0.0001 per share.
As a result of these issuances there were a total 11,150,000 common shares
issued and outstanding, and a total of 5,000,000 warrants to acquire common
shares issued and outstanding, at November 17, 2009 and also at September, 30,
2010.
PREFERRED STOCK: The authorized share capital of the Company includes 20,000,000
shares of preferred stock with $0.0001 par value. As of September, 30, 2010 no
shares of preferred stock had been issued and no shares of preferred stock were
outstanding.
21
MEDBOOK WORLD, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2010
NOTE 5 - EARNINGS PER SHARE
The computation of earnings per share for the period ended September, 30, 2010
is as follows:
INCOME/LOSS PER COMMON SHARE, BASIC
Numerator Net income (loss) $ (2,500)
-----------
Denominator Weighted-average shares 11,150,000
===========
Net loss per common share $ (0.0002)
===========
For the period from inception (November 17, 2009) to Septermber 30, 2010 there
were 5,000,000 shares issuable upon exercise of warrants, however the exercise
prices are such that issuance of these shares would be non-dilutive. Thus
diluted earnings per share were the same as basic earnings per share at all
times.
NOTE 6. INCOME TAXES
The Company has had no business activity and made no U.S. federal income tax
provision since its inception on November 17, 2009.
NOTE 7. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer of
the corporation provides office space and services without charge. Such costs
are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors for the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 8. WARRANTS AND OPTIONS
On November 17, 2009 (inception), the Company issued 5,000,000 warrants
exercisable into 5,000,000 shares of the Company's common stock. These warrants
were issued per order of the U.S. Bankruptcy Court in the matter of AP Corporate
Services, Inc. ("AP") to the administrative creditors of AP. These creditors
received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A Warrants"
each convertible into one share of common stock at an exercise price of $1.00;
1,000,000 "B Warrants" each convertible into one share of common stock at an
exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one share
of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each
convertible into one share of common stock at an exercise price of $4.00; and
1,000,000 "E Warrants" each convertible into one share of common stock at an
exercise price of $5.00. All warrants are exercisable at any time prior to
January 4, 2014. As of the date of this report, no warrants have been exercised.
22
MEDBOOK WORLD, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2010
The fair value of these warrants was estimated at the date of the Company's
inception, November 17, 2009, which was also the date of the grant, using the
Black-Scholes Option Pricing Model with current value of the stock at $0.0001
(par value) since there is no market for the stock at the time; dividend yield
of 0%; risk-free interest rate of 2.16% (5 year Treasury Note rate at the issue
date); and expiration date of 4.13 years. Since the stock does not trade, and
since its par value is $0.0001, the fair value of the warrants came out to be
zero.
NOTE 9. COMMITMENT AND CONTIGENTCY
There is no commitment or contingency to disclose during the period ended
September 30, 2010.
NOTE 10. SUBSEQUENT EVENTS
There are no events subsequent to September 30, 2010 to report as of the date of
this filing.
23
ITEM 9A. CONTROLS AND PROCEDURES
We are responsible for establishing and maintaining adequate internal
control over financial reporting in accordance with Exchange Act Rule 13a-15.
Our Chief Executive Officer and Chief Financial Officer conducted an evaluation
of the effectiveness of our internal control over financial reporting as of
September 30, 2010 and concluded that as of that date, our disclosure controls
and procedures were effective to provide reasonable assurance that information
we are required to disclose in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms, and that
such information is accumulated and communicated to our Chief Executive Officer
and Chief Financial Officer to allow timely decisions regarding required
disclosure.
This annual report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of
the company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.
Changes in internal control over financial reporting. There have not been
any changes in our internal control over financial reporting (as such term is
defined in Rule 13a-15(f) under the Exchange Act), or any other factors during
the period covered by this report, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The current members of our board of directors are as follows:
Name of Director Age Year First Became a Director
---------------- --- ----------------------------
Daniel Masters 65 Member since 2009
Anthony Turnbull 66 Member since 2009
PRINCIPAL OCCUPATIONS DURING AT LEAST THE PAST FIVE YEARS AND CERTAIN
DIRECTORSHIPS
Daniel Masters, age 65, has been a director and President and CEO of the
Issuer since March 1, 2010. Since 2002 Mr. Masters has practiced business law
with an emphasis on corporate reorganizations and Chapter 11 bankruptcies.
Before establishing his current law practice Mr. Masters served as an
independent investment banker and corporate finance consultant from 1990 to
2002. Between 1978 and 1989 he worked as an investment banker with L.F. Thompson
& Co., and at Capital Technology Group and as Vice President for Finance with
the Trilon Group, a private holding company with over a billion dollars in
assets. Prior to 1978 Mr. Masters held positions as a legislative aid on the
staff of the U.S. Congress and as executive assistant to the President of the
University of California. Mr. Masters received his Bachelor's Degree (A.B.) from
Harvard University and a Juris Doctorate (J.D.) from Thomas Jefferson School of
Law where he served on the Editorial Board of the Law Review. He is an Adjunct
Professor of Law at Thomas Jefferson School of Law where he teaches bankruptcy.
24
Anthony Turnbull, age 66, has been a Director and the Secretary, Treasurer
and CFO of the Issuer since its incorporation. He holds an MBA and is a CPA with
experience in financial management, manufacturing accounting, management
reporting, payroll, and taxation. Since 2007 he has been CFO of KOJO Worldwide a
$52,000,000 upholstery and bedding manufacturing company selling to major hotels
in the US and Mexico. In 2006 - 2007 he was CFO of Countryside Hospice Care, a
hospice company with branches in Georgia and Alabama, and in 2004 - 2005 he was
CFO of Prolong Super Lubricants, an $8,000,000 manufacturing company. From 2001
to 2004 he was Vice President Finance of Molecular Imaging Corporation, a
$21,000,000 molecular imaging service company serving more than 75 hospitals
throughout the US. Prior to 2001 he served as CFO to Casa de las Campanas,
McCain Traffic Supply, Inc., Ride Manufacturing, Inc. and Kuma Sport, Inc. He
has also held accounting positions with Stauffer Chemicals, General Foods, Kraft
Foods, Commonwealth Bank in Sydney, Australia and Midland Bank Limited in
London, England.
The current executive officers of the Company are as follows:
Name of Officer Age Position
--------------- --- --------
Daniel Masters 65 President and CEO
Anthony Turnbull 66 Secretary, Treasurer, and CFO
Background information on our executive officers is set forth above under
our board of directors.
CODE OF ETHICS
We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, and persons performing similar functions.
The code of ethics will be posted on the investor relations section of the
Company's website in the event that we develop a website. At such time as we
have posted the code of ethics on our website, we intend to satisfy the
disclosure requirements under Item 10 of Form 8-K regarding any amendment to, or
waiver from, a provision of the code of ethics by posting such information on
the website.
AUDIT COMMITTEE
Our board of directors has not established an audit committee. In addition,
we do not have a compensation committee or executive committee or similar
committees. We will not, in all likelihood, establish an audit committee until
such time as the Company generates a positive cash flow of which there can be no
assurance. We recognize that an audit committee, when established, will play a
critical role in our financial reporting system by overseeing and monitoring
management's and the independent auditors' participation in the financial
reporting process. At such time as we establish an audit committee, its
additional disclosures with our auditors and management may promote investor
confidence in the integrity of the financial reporting process.
Until such time as an audit committee has been established, the full board
of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors of matters required to be discussed by
the Statement On Auditing Standards No. 61 and No. 90, as may be modified or
supplemented.
ITEM 11. EXECUTIVE COMPENSATION
No officer or director has received any cash compensation for services
rendered to the Company since its inception, nor are there any agreements in
place or contemplated to provide cash compensation to any officer or director.
However, both of our officers and directors received stock as compensation for
25
past services and reimbursement for past expenses in 2008. There are no
agreements in place or contemplated at this time to provide stock compensation
to our directors or officers in the future. We have no retirement, pension,
profit sharing, stock option or insurance programs or other similar programs for
the benefit of our officers, directors, or employees, and we have no employees
at this time.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth certain information as of September 30, 2010
regarding the beneficial ownership of our common stock (i) by each person known
by the Company to be the beneficial owner of more than five percent of the
outstanding common stock, (ii) by each director of the Company, (iii) by each
executive officer of the Company and (iv) by all executive officers and
directors of the Company as a group.
Number of Shares
Name and Address of Beneficially Percent
Beneficial Owner Owned of Class
---------------- ----- --------
Daniel Masters 10,045,000 90.09%
1150 Silverado, Ste 204
La Jolla, CA 92037
Anthony Turnbull 10,000 0.09%
1150 Silverado, Ste 204
La Jolla, CA 92037
All Officers and 10,055,000 90.18%
Directors as a Group
(two individuals)
The remaining 1,095,000 shares of the Company's outstanding common shares are
held by 94 persons, no one of which is known to be the beneficial owner of five
percent (5%) or more of the Company's common shares. There are, as of the date
hereof, a total of 11,150,000 common shares issued and outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR
INDEPENDENCE
On March 1, 2010 the president and majority shareholder of the Company,
Daniel Masters, purchased 9,990,000 shares of our stock from our former
president and majority shareholder Kenneth Barton. On November 17, 2009 Mr.
Barton had acquired 10,000,000 shares from the Company, Mr. Masters had acquired
55,000 shares from the Company, and Anthony Turnbull acquired 10,000 shares from
the Company. These transactions were all at par value ($0.0001 per share) for
total value of $1,007. There were no other reportable transactions with related
persons during fiscal 2010.
The Company's two directors are also its two officers. Therefore none of
its directors may be considered as independent.
26
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Stan J. H. Lee, CPA, has audited the Company's financial statements since
inception in 2009. The following table sets forth the aggregate fees billed by
Stan J. H. Lee to the Company for:
2010 2009
---- ----
Audit fees, including the audit of the Company's
annual financial statements and fees related to
consents and review of registration statements $2,500 $2,500
Audit related fees 0 0
Tax fees and tax related fees 0 0
All other fees for other services 0 0
The Board of Directors acts as the Audit Committee. The Board pre-approves
the engagement of accountants to render all audit services for the Company, as
well as any changes to the terms of the engagement. The Board will also
pre-approve all non-audit related services proposed to be provided by the
Company's independent registered public accounting firm. The Board reviews the
terms of the engagement, a description of the engagement and a budget for the
engagement.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
Thefinancial statements listed below are included under Item 8 of this report:
Balance Sheets as of September 30, 2010 and November 30, 2009;
Statements of Operations for the periods ended Sept. 30, 2010 and Nov. 30, 2009;
Statements of Stockholders' Equity since 2009 (inception);
Statements of Cash Flows for the periods ended Sept. 30, 2010 and Nov. 30, 2009;
Notes to Financial Statements.
Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Filed herewith
Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
Filed herewith
Exhibit 32 Section 1350 Certification
Filed herewith
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, MedBook World, Inc., the Registrant, has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 30, 2010 MEDBOOK WORLD, INC.
By: /s/ Daniel Masters
---------------------------------
Daniel Masters
Chief Executive Officer
By: /s/ Anthony Turnbull
---------------------------------
Anthony Turnbull
CFO, Secretary, and Director
28