SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED) : August 8, 2003
COMMISSION FILE NO. 0-49915
JavaJuice.net
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 88-0474056
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
43 Pulaski Street, Brooklyn, New York 11206
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
718-243-0715
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(ISSUER TELEPHONE NUMBER)
150 Freeport Blvd. #8
Sparks, Nevada 89431
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FORMER ADDRESS
ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT.
As a result of the acquisition of M.T. Marketing Int. Corp., a Nevada
corporation ("MT" or the "Company"), the control of the Registrant shifted to
the former shareholders of MT. In addition, MacDonald Tudeme entered into a
stock purchase agreement with Laura Mazany whereby Mr. Tudeme acquired 1,000,000
shares of the Registrant's common stock. The following individuals will exercise
control of the Registrant.
Name No. of shares Percentage
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MacDonald Tudeme 1,441,745 57.7%
Marguerite Tudeme 353,396 14.1%
ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS.
On August 8, 2003, the Registrant acquired 100% of the issued and
outstanding shares of MT in exchange for 800,000 shares of the Registrant's
common stock. In addition, on August 8, 2003, MacDonald Tudeme entered into a
stock purchase agreement with Laura Mazany whereby Mr. Tudeme acquired 1,000,000
shares of the Registrant's common stock for $100,000. Upon 100% shareholder
approval by the MT shareholders which is anticipated, there will be 2,500,000
shares of the Registrant's common stock outstanding.
DESCRIPTION OF THE BUSINESS
MT is a payroll nurse staffing and homecare company that provides
healthcare professionals to hospitals and to the homes of the elderly, sick and
incapacitated. MT was incorporated in the State of Nevada in 1997 to conduct
general business operations. In 1999, MT shifted its attention towards its
current business operations.
DESCRIPTION OF PRINCIPAL SERVICES
MT provides healthcare professionals such as Certified Nursing Assistants,
Nurse Technicians, Licensed Practical Nurses and Registered Nurses to hospitals
and to the homes of the elderly, sick and incapacitated. M.T. takes into
consideration the customer's needs and optimizes its resources to fit those
needs. The Company markets its services under the names "M.T. Ultimate
Healthcare Staffing and Homecare Services," "M.T. Ultimate Services," or "M.T.
Ultimate."
Currently, the Company's primary target market consists of public
hospitals, private hospitals and nursing homes in the five (5) Boroughs of New
York City, the elderly and patients that have been discharged from hospitals and
are recuperating at home. Based on research that the Company conducted on
twenty-five (25) hospitals and nursing homes, the results show that they employ
staff agency employees to cover odd shifts such as nights, weekends and
unplanned absenteeism. According to a recent publication of the American Journal
of Nursing, the demand for nurses will continue to rise as the "baby boomers"
retire. Furthermore, there is a present shortage of skilled nursing
professionals which is expected to worsen due to the pressures of managed care.
The hospitals, which employ based on headcount, will continue to have a growing
need for agency nurses that do not figure into their headcount. MT remains
flexible enough to meet the staffing requirements of both the hospital and the
home healthcare segments.
COMPETITIVE BUSINESS CONDITIONS
The market for healthcare services is very competitive. Presently, MT is
competing with several healthcare service providers and healthcare staffing
companies in the New York metropolitan area. These competitors include Best
Care, All Care Services, White Gloves, and Prefer Nursing. Providing nursing
staff to these hospitals and nursing homes is a multi-million dollar industry.
M.T. believes that it has the capacity to acquire 5% of this market.
M.T. intends to compete in this industry based primarily on an aggressive
recruitment policy within the U.S. and abroad as well as on a unique
relationship with its staff. There is currently a pool of trained, experienced,
immigrant nurses in the New York City metropolitan area. Most of our competitors
are not positioned to identify, connect with, and turn this pool of nurses into
a New York State licensed workforce. MT's strategy for bringing this workforce
to market is based in large part on its standing and reputation in these
immigrant communities and management's first-hand knowledge of successfully
making a cultural conversion as it relates to nursing. MT intends to attract
this pool or nurses by assisting them in obtaining their New York State nursing
licenses.
In addition to this internal recruitment drive, MT also intends to recruit
trained, experienced nurses from the Philippines, India, the West Indies, Africa
and Europe. MT, with the assistance of immigration lawyers, intends to sponsor
these nurses, assist them in obtaining New York State nursing licenses, and sign
them to renewable three-year employment contracts.
DEPENDENCE ON ONE OR A FEW CUSTOMERS
Currently, the Company's major client is the City of New York Hospitals.
This client accounted for $529,970 of revenue or 78% of total revenues as of
December 31,2003. The Company is presently pursuing approval from the New York
Department of Health to serve a wider base of home care clients as discussed
below in "Need For Government Approval."
PATENTS, TRADEMARKS & LICENSES
The Company does not have any patents or trademarks. The Company is waiting
for government approval of certain licenses as discussed below in "Need For
Government Approval."
NEED FOR GOVERNMENT APPROVAL
The Company is awaiting approval from the New York State Department of
Health (the "Department") to provide homecare services. Final public hearings on
the matter took place on July 25, 2003, in Albany, New York and the Company has
yet to hear the results. The Company expects the Department to grant the Company
approval to provide such services.
RESEARCH & DEVELOPMENT OVER PAST TWO YEARS
MT has spent approximately three hundred (300) hours within the last two
(2) years at a cost of $5,000 researching its target market. The Company used
telemarketers to question twenty-five (25) hospitals and nursing homes in the
New York City metropolitan area concerning their need for nursing staff agency
employees.
EMPLOYEES
MT currently employs one hundred (100) people of which sixty (60) are
full-time personnel. These employees include Certified Nursing Assistants, Nurse
Technicians, Licensed Practical Nurses, and Registered Nurses. The Company
intends to recruit at least three (3) Registered Nurses each year beginning in
2003.
DESCRIPTION OF PROPERTY
MT currently has a five-year lease for office space in the Bronx, New York
that ends in 2007. The current lease commitment is $7,800 per year with an
annual increase of 7%. MT also has a flexible lease for office space in
Brooklyn, New York, the details of which are discussed below in "Related Party
Transactions."
RELATED PARTY TRANSACTIONS
MT has entered into a flexible lease for office space in Brooklyn, New York
with its majority shareholders and Directors, MacDonald Tudeme and Marguerite
Tudeme, who own the leased property. The current lease commitment is $6,600 per
year.
RISK FACTORS
Dependence Upon External Financing. It is important that we obtain
debt and/or equity financing of approximately $150,000 to $500,000 for at least
the next two (2) years to sustain our current operations due to the
turnaround of hospital receivables which are normally paid within sixty (60)
days. If we are unable to raise this capital, it would have a materially
adverse effect upon our ability to maintain current operations.
Also, it is imperative that we raise capital to expand our operations.
We require capital of approximately $2,000,000 to pursue our business strategy
in becoming a major player in our industry. If we are unable to obtain debt
and/or equity financing upon terms that our management deems sufficiently
favorable, or at all, it would have a materially adverse effect upon our
ability for growth pursuant to our business strategy.
Reliance on Key Management. Our success is highly dependent upon the
continued services of MacDonald Tudeme, our Chief Executive Officer and
Marketing Manager and Marguerite Tudeme, our Operations Manager. If any of
the foregoing persons were to leave us, it could have a materially adverse
effect upon our business and operations.
Dependence on Major Client. Presently, our major client is the City
of New York Hospitals. We need to broaden our client base to include
private hospitals, a greater percentage of nursing homes and home care
clients. We are presently pursuing approval from New York Department of
Health to serve a wider base of home care clients. If we are unable to
broaden our client base, the continued reliance upon New York City Hospitals
could have a materially adverse effect upon our business and operations.
Shortage of Healthcare Professionals in the Industry. Presently, the
healthcare industry is experiencing a growing shortage of healthcare
professionals especially Licensed Practical Nurses and Registered Nurses.
One of our major marketing efforts is to recruit these professionals in the
United States and to attract foreign professionals. If we are not successful
in our efforts, this could have a materially adverse effect upon our ability
to sustain growth pursuant to our business strategy.
LEGAL PROCEEDINGS
There are currently no legal proceedings.
ITEM 5. OTHER EVENTS.
On August 9, 2003, MacDonald Tudeme entered into a stock purchase agreement
with Laura Mazany whereby Mr. Tudeme acquired 1,000,000 shares of the
Registrant's Common stock for $100,000.
As a result of the acquisition of MT and the change in focus of the
Registrant's business, the Registrant is in the process of changing its name to
M.T. Marketing Int. Corp. Upon changing its name, the Registrant will receive a
new stock symbol. In addition, the former directors and officers of the
Registrant resigned and the directors and officers of M.T. Marketing Int. Corp.
have become the directors and officers of the Registrant. The new directors and
officers are as follows: MacDonald Tudeme-Chief Executive Officer and Director,
and Marguerite Tudeme-Secretary and Director.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements of M.T. Marketing Int. Corp.
(a) Financial Statements of Businesses Acquired To Be Provided
(b) Pro Forma Financial Information To Be Provided
(c) Exhibits:
2.1 Exchange Agreement
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JavaJuice.net
August 12, 2003
/s/ MacDonald Tudeme
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MacDonald Tudeme
Chief Executive Officer