AMENDED INFORMATION STATEMENT
PURSUANT TO
RULE 15c2-11
PROMULGATED UNDER
SECURITIES EXCHANGE ACT OF 1934
FOR
MEDIFY SOLUTIONS LIMITED
THIS INFORMATION STATEMENT CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT
OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934.
FORWARD-LOOKING STATEMENTS DEAL WITH OUR CURRENT PLANS,
INTENTIONS, BELIEFS AND EXPECTATIONS AND STATEMENTS OF FUTURE
ECONOMIC PERFORMANCE. STATEMENTS CONTAINING TERMS SUCH AS
“BELIEVES," "DOES NOT BELIEVE," "PLANS," "EXPECTS," "INTENDS,"
"ESTIMATES," "ANTICIPATES" AND OTHER PHRASES OF SIMILAR MEANING
ARE CONSIDERED TO CONTAIN UNCERTAINTY AND ARE FORWARD LOOKING
STATEMENTS.
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS
AND UNCERTAINTIES WHICH MAY CAUSE OUR ACTUAL RESULTS IN FUTURE
PERIODS TO DIFFER MATERIALLY FROM WHAT IS CURRENTLY ANTICIPATED.
NO FORWARD-LOOKING STATEMENT IS A GUARANTEE OF FUTURE
PERFORMANCE, AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY
FORWARD LOOKING STATEMENT
Item (i): The exact name of the issuer and its predecessor (if any).
Original incorporation in the State of Delaware:
September 20, 2004: Blog8, Inc.
Name changes as follows:
December 2, 2004 Securiteyes International Inc.
February 11, 2005 Medify Solutions Limited
Item (ii): The address of its principal executive offices.
UK Office
The Technology Centre
Sugnall Eccleshall
Staffordshire, UK
ST21 6NF
Phone Number: +44 1785 851600
Fax Number: +44 1785 851682
• WEBSITE: www.medifysolutions.com
2
Item (iii): The state and date of incorporation.
• The Issuer was incorporated on September 20, 2004, in the State of Delaware.
Item (IV): The exact title and class of each security issued and outstanding.
• The Issuer has two classes of equity securities authorized as of the date of this filing.
• COMMON:
Authorized: 450,000,000
Issued: 80,000,000
Par Value: .0001
• PREFERRED:
Authorized: 50,000,000
Issued: 0
Par Value: .0001
• The Issuer’s CUSIP Number is 58470P 10 3
• The Issuer’s trading symbol MFYS.
Item (v): The par or stated value of each security authorized, issued and outstanding.
• The Issuer’s Common Shares have a par value of $0.0001
• The Issuer’s Preferred Shares have a par value of $0.0001
Item (VI): The number of shares or total amount of securities outstanding and a list of
security offerings over the past two years.
A. Description of Company’s Shares:
COMMON:
i. Authorized: 450,000,000
ii. Outstanding: 80,000,000
iii. Freely Trading (public float): 27,200,000
Original shareholding in Securiteyes was,
European Launch Pad, SA 20,000,000
Cheryl Cheslea 600,000
Cortraunt Holdings Ltd. 600,000
Pamm Crosson 600,000
E Rack & Supply Co 600,000
Joanne Garner 600,000
Pegasus Partners Ltd. 600,000
Shay Todd Holdings Ltd. 2,000,000
Socious Holdings Ltd. 475,000
Pegasus Partners Ltd. 1,800,000
Socious Holdings Ltd. 1,425,000
Total Shares 29,300,000
3
All of the above were subsequently cancelled on 27.01.05
The acquisition of Medify solutions limited (UK) was funded by the exchange of the 12m shares in
MSL (USA) for the entire shareholding of MSL (UK).
The shareholders of MSL (UK) received the following Restricted shares in MSL (USA)
Jonathan Bryant 4,500,000
Trevor Bone 4,500,000
Richard Downs 1,400,000
Paul Vousden 600,000
Nabeel Shaikh 500,000
Ameet Khamhaita 500,000
Total 12,000,000 completed 21st February 2005
Additional Restricted Shares are held by ELP sa - 1,200,000 Completed 21st February 2005
Total Restricted Shares 13,200,000 completed 21st February 2005
In addition to the above, 2,000,000 Unrestricted shares were issued 6th December 2004, with 2,000,000
restricted shares issued 8th February 2005 and a further 2,800,000 Unrestricted Shares were issued on
2nd March 2005 under rule 504 to reconcile the previous Securiteyes Inc share issuance by the previous
Board of Directors.
Grand Total
Restricted Shares 13,200,000
Unrestricted Shares 6,800,000
Grand total 20,000,000
On 11th March 2005, a 4:1 stock split was completed which resulted in
Restricted Shares 52,800,000
Unrestricted Shares 27,200,000 (Free Float)
Grand total 80,000,000
As of 31st August 2005 there are 19 shareholders recorded
4
B. All Offerings Public or Private of Company’s Securities within the two (2) year
period which ended on the last day of the issuer’s most recent fiscal year to current
date.
Type of
Security
Date
Type of
Offering
Jurisdiction
where Registered
or Qualified
Number of
Shares
Offered
Price
Number of
Shares Sold
Common
Shares
6th Dec
2004
Rule 504 Texas 2,000,000
$0.005/
share
2,000,000
Common
Shares
8th Feb
2005
Rule 504 Texas 2,000,000
$0.005/
share
2,000,000
Common
Shares
2nd
March
2005
Rule 504 Texas 2,800,000
$0.005/
share
2,800,000
Please note: The issuer completed a 4-1 stock split effective for shareholders of record on March
11, 2005. The above offerings are based on pre-split amounts.
The Issuer subsequently filed its Form D as required by law, with the Securities & Exchange
Commission in Washington, D.C. on December 6th 2004 whilst the company was known as
Securiteyes International Inc.
Type of Security
Number of
Options Issued
for Services
Rendered
Name of Issuee
What Services
Were Provided
Trading Status
of Securities
N/A
PREFERRED SHARES:
i. Authorized: 50,000,000
ii. Outstanding: 0
iii. Par Value: .0001
Item (vii): The name, address, telephone and fax number of the company’s transfer agent.
Please indicate if agent is registered under the 1934 Exchange Act.
• Colonial Stock Transfer Company, Inc.
66 Exchange Place
Salt Lake City, Utah 84111-2713
Telephone: (801) 355-5740
FAX: (801) 355-6505
• Colonial Stock Transfer is registered with Securities and Exchange Commission pursuant to
Section 17A of The Securities Act of 1934.
5
Item (viii): The nature of the issuers business.
A. Business Development (last 3 years, describe how the issuer has grown)
The business has been created by an experienced management team led by directors Jonathan
Bryant and Trevor Bone. Jonathan founded the Medify educational and web-based concept,
leveraged from a business development career in the pharmaceutical industry; Trevor joined forces
with Jonathan in early 2003, bringing commercial experience from a business solution sales
background. Together they have focused on developing leading edge mobile solutions for the NHS
to link into the 21st century IT infrastructure modernization project currently being undertaken.
1. The form of the organization of the issuer:
a. Incorporated public corporation.
2. The year the issuer (or any predecessor) was organized;
a. The Issuer was incorporated (organized) on September 20, 2004.
3. The issuers fiscal year-end;
a. December 31st
4. Has the issuer ever been in bankruptcy, receivership, or similar proceeding;
a. The company has never been in bankruptcy, foreclosure, receivership or any
similar proceeding
5. Any material reclassification, merger, consolidation, or purchase or sale of a
significant amount of assets:
a. The Issuer has acquired the following since incorporation:
1. Medify Solutions Ltd. (a UK Company). The issuer acquired 100% of the
outstanding shares of the Company.
2. Nitesprite Ltd. (a UK Company) The issuer has agreed to acquire 100% of the
outstanding shares of the Company and is in the final stages of the due diligence
process
3. Medify Ltd. (a UK Company). The issuer has agreed to acquire 100% of the
outstanding shares of the Company and is in the final stages of the due diligence
process
6. Any defaults on any material notes or agreements
a. The Issuer has never defaulted on any note or agreement.
6
7. Any change of control;
a. The Issuer has not experienced any change of control.
8. any increase of 10% or more of the same class of outstanding securities;
a. The Issuer completed 3 offerings under Rule 504 as promulgated under the
Securities Act of 1933. These offerings were registered with the State of Texas,
and were sold only to accredited investors. These offerings represent 34% of the
Issuer’s Common Shares.
9. Describe any past, pending or anticipated stock split, stock dividend,
recapitalization, spin-off, or reorganization;
a. The Issuer completed a stock split 4-1 for shareholders of record as of March 11,
2005 There have been no other past, pending or anticipated stock dividends,
recapitalizations, spin-offs or reorganizations of the Issuer.
10. Has the issuer’s shares been delisted by any securities exchange or NASDAQ.
a. No.
11. Legal History: Past – Present – Future which may have or had a material effect on
issuer’s business and or financial condition. Name all matters including
jurisdiction and summary of action(s).
a. The Issuer to date, has not been involved in any type of legal proceeding that
would have any effect on it business.
B. What is the Business of the issuer?
Medify Solutions is the first UK business to have developed a Secure Remote Access product -
addressing critical requirements of Governmental/NHS strategic directives, using the latest flexible,
integrated wireless and web-based technologies.
Remote Access to patient notes is the ideal solution for healthcare professionals in their quest to
provide better, more efficient, and more informed quality care to the patients. This ‘killer
application’ has not been available – until now. Medify Solutions have developed and are about to
commence roll out of a wireless remote system whereby healthcare professionals will have the
ability to securely access, update, and review patient records, from anywhere in real time.
MedifyRemote will integrate into any patient record system with no capital expenditure required on
new hardware, and with immediate user access ‘out of the box’.
MedifyRemote is an application that allows remote access to Patient notes and clinical systems
through a Pocket PC in real time. The unique proposition of this application is that it is not specific
to any one or other NHS clinical data system; it can in fact be applied to all software systems being
used within the NHS. Further more the fact that our technology allows real time access means that
in relation to security, there is no downloading nor time delay and that patient notes can be accessed
in the field, updated and recorded via a Pocket PC with all amendments being recorded at the server
within a doctors surgery, NHS trust or other data site. This will, ultimately, support remote data
management within the NHS SPINE single patient record project.
Traditionally field-based professionals and staff have been forced to either down load all clinical
information to a laptop or PDA, storing permanently all private and confidential patient
7
information, which the NHS have discouraged as being a high-risk data-loss exposure. The only
other alternative has been to carry around the actual paper-based patient notes, with a similar
inherent risk. As dictated by the Department of Health, all patient records must be held
electronically and remote access to these have to be delivered within the defined plan.
Medify Solutions has solved the issue of delivering secure access to patient notes in real time and
does not rely on downloading any data via mobile technology and the use of a Pocket PC. By
accessing information through our application, doctors can view patient notes, in the field, as if they
were in their consulting room. They can view past history or information and actions, and update
any alterations to treatment and therapy for that patient. This transaction is delivered in real time
and once completed, the access through the Pocket PC is cut; total security is maintained at all
times.
The other main business of the company is to provide learning and educational packages to the
NHS market initially because healthcare professionals have two main points to consider with regard
to education and training:
• that all healthcare professionals under their current contracts need to complete a Personal
Development Plan (PDP) each year and undertake a proven number of hours of accredited
educational, and
• access and time is both restricted and limited to current solutions.
Both the Personal and Practice development plans are evidence of achievement for continual
medical education and continual professional development, are NHS policy, and the justification for
annual revalidation and licensing.
The medify.com website and healthcare portal is unique, designed with the assistance and support
of leading clinicians from throughout the NHS for all sectors of healthcare. The secure portal
provides nationally accredited educational programmes and clinical information to deliver
Continual Professional Development (CPD) for the NHS in line with NHS policy and legislation. It
also provides a nationally accredited Personal Development Plan programme to enable educational
need to be assessed and educational attainment to be recorded in line with Governmental and NHS
standards.
Medify is a dynamic database driven site which creates individual secure accounts and records
portfolio based learning. These portfolios then act as the evidence and proof of individual
development and planning and are used to satisfy annual appraisal and revalidation for NHS
employees.
The site utilises the latest web-based technology, which allows the utilisation of PC and mobile
technology and also automatically creates audit and governance trails acting as permanent record
for national statistics
Medify Solutions has cultivated partners within the NHS, in order not only to develop the product
continually, but also to ensure maximum exposure and revenue.
The Medify Solutions team has been involved in the development and training of individuals and
teams within the NHS, and the development and implementation of Disease Management solutions,
addressing and solving the problem of the Primary and Secondary Care - currently indefinable -
interface.
8
The products and services offered by Medify Solutions, have not only been extensively marketed,
but also developed through close links with the NHS. Through such liaisons, Medify Solutions has
acquired the knowledge that its services meet the need of the market and prospective clients, at all
levels; thus allowing for the continual generation of new products to be brought to the marketplace
to meet identified needs, utilising the medify.com portal as a direct route to market to existing
customers for future remote and on-line products.
It will allow each surgery, hospital or healthcare provider, access to clinically endorsed, best
practice disease management strategies and education, for all disease modalities and healthcare
needs. It will deliver information of value for the clinician in order to implement the necessary
changes required within the NHS. These strategies build vital interface and communication
pathways between the community, and the primary and secondary care teams, creating a totally
seamless system, providing a “complete” treatment pathway.
The educational programmes themselves have endorsement from leading lights and decisionmakers
throughout the NHS, which only add to their credibility and reliability.
Medify Solutions Ltd has specialised in developing disease management strategies in line with NHS
policy for both the primary and secondary care sectors. These strategies have over the past four
years been developed into nationally accredited on line educational programmes to deliver
Continual Professional Development (CPD) for the NHS aligned to the current educational
legislature and requirement of both the individual and the NHS as a whole.
All programmes and content are developed in house in partnership with leading NHS educators and
Medify Solutions owns the content. Our in-house authors format and update all content and the
Medify Solutions IT team convert this content into electronic formats for hosting on to the
medify.com website and the MedifyMobile application.
The programmes deliver accredited PDP and CPD with on-line validation via an automated process.
Currently there are over one hundred accredited programmes. Further programmes are in various
stages of development, with the intention to rollout and update a comprehensive library of 300
programmes within two years. When a programme is produced, the content is sent to the national
accreditation panel (UKCRA) to receive national endorsement and accreditation for the medical
profession.
The content has been specifically produced to deliver education to all sectors of healthcare delivery
from administration to specialist care.
All content is stored in electronic format and is managed through the dynamic database and content
management application, which has been developed. This allows single point data entry and
simplifies the process of publishing.
1. Primary and Secondary and SIC Code :
2002
NAICS
1997
NAICS
1987
SIC
Corresponding Index Entries
518210 514210 7374 Application service providers (ASPs)
9
2. Has the issuer ever conducted operations or is it in the development stage or is it
currently conducting operations;
a. The company is a development stage company.
3. State the name of any parent, subsidiary, or affiliate of the issuer, and describe its
business purpose and ownership structure attach any financial records as exhibit to
this information statement.
a. The company currently has three 100% wholly owned subsidiaries.
1. Medify Solutions Ltd. (a UK company)
7.1 Mission
Our company's mission is to provide the finest quality secure remote access solutions utilizing
MedifyRemote MedifyMobile, MedifyAlert, MedifyStats, and other emerging technologies,
positioning ourselves as the most highly sought after means of implementing changes in the health
care system as mandated by the NHS.
The business has been created by an experienced management team led by directors Jonathan
Bryant and Trevor Bone. Jonathan founded the Medify educational and web-based concept,
leveraged from a business development career in the pharmaceutical industry; Trevor joined forces
with Jonathan in early 2003, bringing commercial experience from a business solution sales
background. Together they have focused on developing leading edge mobile solutions for the NHS.
What Medify Solutions will now concentrate on will be to market the complete suite of products
that can now be offered, and which provide solutions for education, training, clinical governance,
and database management. All of these products can be used individually but the majority of
healthcare bodies are likely to recognize the power of the product suite as a whole, thus increasing
the company’s expected revenues.
A key feature of the Medify Solution Business Plan is the rapid growth in revenue volume. The
way we have outlined the growth in the business plan we believe, utilizes as much existing
technology and infrastructure as is practical, while minimizing headcount required.
Management believes that far greater and broader market potential exists and higher
volumes/revenues can be achieved. They have, however, restricted forecasts to a targeted customer
audience, and rationalized take-up/fall-off rates. It is assumed that each year the Company
broadens its target market, initially EMIS users, adding the iSoft/Other user market in 2005/2006,
and developing into the mental health market and secondary care in general during 2006/7.
2. Nitesprite Ltd. (a UK company)
Nitesprite is the company that owns the IPR on the programming and coding for the
www.medify.com website which includes the dynamic website and databases, the content
management system and all IPR relating to and specifically for the IT technology of the
www.medify.com website.
10
3. Medify Ltd. (a UK company)
The original principles, still true today, behind establishing the medify.com website and portal
were:
• that all healthcare professionals under their current contracts need to complete a Personal
Development Plan (PDP) each year and undertake a proven number of hours of accredited
educational, and
• access and time is both restricted and limited to current solutions.
Both the Personal and Practice development plans are evidence of achievement for continual
medical education and continual professional development, are NHS policy, and the justification for
annual revalidation and licensing.
The medify.com website and healthcare portal is unique, designed with the assistance and support
of leading clinicians from throughout the NHS for all sectors of healthcare. The secure portal
provides nationally accredited educational programmes and clinical information to deliver
Continual Professional Development (CPD) for the NHS in line with NHS policy and legislation. It
also provides a nationally accredited Personal Development Plan programme to enable educational
need to be assessed and educational attainment to be recorded in line with Governmental and NHS
standards.
Medify is a dynamic database driven site which creates individual secure accounts and records
portfolio based learning. These portfolios then act as the evidence and proof of individual
development and planning and are used to satisfy annual appraisal and revalidation for NHS
employees.
The site utilises the latest web-based technology, which allows the utilisation of PC and mobile
technology and also automatically creates audit and governance trails acting as permanent record
for national statistics
Medify Solutions has cultivated partners within the NHS, in order not only to develop the product
continually, but also to ensure maximum exposure and revenue.
The Medify Solutions team has been involved in the development and training of individuals and
teams within the NHS, and the development and implementation of Disease Management solutions,
addressing and solving the problem of the Primary and Secondary Care - currently indefinable -
interface.
The products and services offered by Medify Solutions, have not only been extensively marketed,
but also developed through close links with the NHS. Through such liaisons, Medify Solutions has
acquired the knowledge that its services meet the need of the market and prospective clients, at all
levels; thus allowing for the continual generation of new products to be brought to the marketplace
to meet identified needs, utilising the medify.com portal as a direct route to market to existing
customers for future remote and on-line products.
It will allow each surgery, hospital or healthcare provider, access to clinically endorsed, best
practice disease management strategies and education, for all disease modalities and healthcare
needs. It will deliver information of value for the clinician in order to implement the necessary
changes required within the NHS. These strategies build vital interface and communication
11
pathways between the community, and the primary and secondary care teams, creating a totally
seamless system, providing a “complete” treatment pathway.
The educational programmes themselves have endorsement from leading lights and decisionmakers
throughout the NHS, which only add to their credibility and reliability.
4.1 Content
Medify Solutions Ltd has specialised in developing disease management strategies in line with NHS
policy for both the primary and secondary care sectors. These strategies have over the past four
years been developed into nationally accredited on line educational programmes to deliver
Continual Professional Development (CPD) for the NHS aligned to the current educational
legislature and requirement of both the individual and the NHS as a whole.
All programmes and content are developed in house in partnership with leading NHS educators and
Medify Solutions owns the content. Our in-house authors format and update all content and the
Medify Solutions IT team convert this content into electronic formats for hosting on to the
medify.com website and the MedifyMobile application.
The programmes deliver accredited PDP and CPD with on-line validation via an automated process.
Currently there are over one hundred accredited programmes. Further programmes are in various
stages of development, with the intention to rollout and update a comprehensive library of 300
programmes within two years. When a programme is produced, the content is sent to the national
accreditation panel (UKCRA) to receive national endorsement and accreditation for the medical
profession.
The content has been specifically produced to deliver education to all sectors of healthcare delivery
from administration to specialist care.
All content is stored in electronic format and is managed through the dynamic database and content
management application, which has been developed. This allows single point data entry and
simplifies the process of publishing.
The negotiation of the Nitesprite and Medify Limited acquisitions are in the final stages of due
diligence.
4. What effect will government regulation have on issuer’s business;
a. Issuer believes that there are no government regulations that would impact on
their business.
5. How much has the company spent over the last two years on R&D activities and
what percent of these expenses are born by the customers (if applicable).
a. $493,217.00 since the 1st August 2004. There is no percentage born by the
customers.
6. What effect financially does complying with environmental laws have on issuer’s
business;
a. None
12
7. How many employees, part-time and full time does it have?
a. 2 full time employees – these being the Directors Jonathan Bryant and Trevor
Bone.
b. 0 Part Time employees
c. 8 specialists – as a method of minimizing costs and maximizing capital, the
company employees on a contract by project and role basis specialists to
undertake the operational and day to day business of the company.
C. What Are The Company’s Investment Policies? For any investments that the
issuer has, provide clear descriptions of the investments, any restrictions or
impairments the investments may have and the policies used to value and/or
depreciate such assets from a financial and tax perspective. State whether there are
any limitations of the percentage of assets which may be invested in any one
investment, or type of instrument, and indicate whether such policy may be
changed without a vote of security holders. State whether the issuer’s policy is to
acquire assets primarily for possible capital gain or primarily for income. If the
issuer owns any real estate, interests in real estate, mortgages or securities related
to or backed by real estate, describe the issuer’s policies with respect to each of the
following types of investments (the below items 1-3 do not need to be included if the
issuer has disclosed it does not own any real estate or real estate related
investments.
The Issuer currently does not have an investment policy. The company leases its office
space and is not currently in the market for purchasing any real property at this time.
1. Investments in real estate or interests in real estate. Indicate the types of real
estate in which the issuer may invest, and describe the method (or proposed
method) of operating and financing these properties. Indicate any limitations on
the number or amount of mortgages that may be placed on any one piece of
property.
a. NOT APPLICABLE.
2. Investments in real estate mortgages. Indicate the types of mortgages and the
types of properties subject to mortgages in which the issuer plans to invest.
Describe each type of mortgage activity in which the issuer intends to engage,
such as originating, servicing and warehousing, and the portfolio turnover rate.
a. NOT APPLICABLE.
3. Securities of or interests in persons primarily engaged in real estate activities.
Indicate the types of securities in which the issuer may invest, and indicate the
primary activities of persons in which the issuer may invest and the investment
policies of such persons.
a. NOT APPLICABLE
The nature of products or services offered.
13
1. What are the principal products or services, and their markets;
The Issuer has developed a complete suite of Secure Remote Access products
– addressing critical requirements of Governmental/NHS strategic directives,
using the latest flexible, integrated wireless and web-based technologies. The
key products are:
MedifyRemote
Remote Access to patient notes is the ideal solution for healthcare
professionals in their quest to provide better, more efficient, and more
informed quality care to the patients. This ‘killer application’ has not been
available – until now. Medify Solutions has developed and are about to
commence roll out of a wireless remote system whereby healthcare
professionals will have the ability to securely access, update, and review
patient records, from anywhere in real time. MedifyRemote will integrate
into any patient record system with no capital expenditure required on new
hardware, and with immediate user access ‘out of the box’. In the UK alone
one million employees are contracted with the NHS.
MedifyMobile -m and e-Learning
The NHS has decreed that professional standards must be implemented
nationally, and that education to support these standards must be validated
and measured. Personal Development Plans (‘PDP’), part of the NHS
contract from 2003/4, have to be created and each aspect has to be reviewed
annually by the National Clinical Health Improvement Team. Evidence is
critical for doctors to maintain their practising registration.
Medify Solutions supply nationally accredited educational programmes
delivered via a handheld device [MedifyMobile] and through a secure
educational platform [Medify.com]. These products are managed through the
Medify website (www.medify.com), delivering fully automated governance
and audit trail.
The budget for training in the NHS in the UK for 2005-2006 is £4 billion.
MedifyStats
Through MedifyStats, a monitoring and statistical reporting service can be
supplied that automatically monitors each individual that is using e-learning
process for annual accreditation.
MedifyAlert
An SMS-based message, tracking and monitoring service which guarantees
all NHS communications and alerts sent via MedifyAlert are both received
and acted upon. This service solves the problem of delegating individual
responsibility and delivering Clinical Governance.
MedifyAlert is a fully automated service controlled by and delivered through
the Medify website. Once set-up, the system is entirely self-sufficient and
requires no further intervention by Medify Solutions staff.
These four products and services represent a compliant, complete and highly
cost- and time-efficient mobile solution to key priority areas currently
identified in the published Government and NHS strategic directives.
14
2. What distribution methods of the products or services does the issuer
utilize;
In house sales and marketing team directly interfacing with all strategic and
decision making levels of the NHS. Additionally we have formed, and are
continuing to form, business partnerships with major corporate suppliers to
the NHS
3. What is the status of any publicly announced new product or service;
All products are currently undergoing trials within pilot programs organized
by the NHS, prior to progressive roll out program
4. What are the competitive business conditions that the issuer faces, what is the
issuer’s competitive position in the industry, and what methods of competition
does it utilize?
Currently we are the first and only company to provide this type of product
that meets all the required criteria, and thus we have ‘first to market’
competitive advantage.
5. What are the issuer’s sources and availability of raw materials and the names
of principal suppliers;
The company has no “raw materials” issues.
6. What dependence on one or a few major customers does the issuer currently
experience;
Medify Solutions have engaged with all sectors and bodies within the NHS
structure to ensure both corporate and market acceptance, leading to
maximum opportunity, is achieved.
The NHS is experiencing unprecedented levels of investment under the
current Government. The NHS budget has doubled in the last seven years and
now stands at £69 billion for this financial year 04/05 and will rise steadily
over the next three years to reach a figure of £90 billion in 2008/09.
This new money is being used to transform the NHS to create a system of
care that is truly patient centric, offers choice and wide scale access and is
delivered in a modern and efficient way. Recent innovations include the
introduction of choice at 6 months for elective treatment, with a roll out of
choice for all patients and treatments over the next few years. This is being
achieved by introducing greater clinical capacity into the system and creating
contestability by encouraging a whole new range of providers to complete
alongside the traditional Acute Hospital. New entrants include Foundation
Trust and Independent Sector run Treatment Centres.
Underpinning this enormous change revolution in the NHS is the National
Programme for IT (NPfIT), a multi billion pound investment in transforming
15
how patient records and clinical transactions are performed. NPfIT is the
largest IT project on the planet and is working towards linking all NHS
providers be they GPs, Acute Hospitals, Primary Care Trusts, Strategic health
Authorities, District Nurses, Community Care centres, and training schools.
NPfIT will ensure that GPs, hospital doctors, consultants, ward nurses, and
other qualified clinicians will be able to access patient records electronically.
The potential benefits for patients and those working in the NHS are
extremely powerful in that patients will need to input personal details once
only and their records will be fully up to date, allowing the build up of data
quickly and efficiently, so that results of diagnostic tests can be uploaded
onto the patient’s records from any NHS location.
With this huge increase in IT capability NHS clinicians and management are
realising the enormous impact this could have if clinicians could access
patients’ records remotely at bedsides, in operating theatres, in primary care
settings and in people’s homes. Therefore the demand for IT technology that
provides remote access is very large indeed as the NHS begins to move
towards delivering a more patient focused service that is both responsive and
proactive in terms of preventing disease, and managing long term conditions
in the community rather than in expensive and sometimes inappropriate
secondary care settings.
In this new world Medify comes into its own by offering a unique remote
delivery service of patient records in real time to clinicians using PDA units
that can be easily carried to wherever care, diagnosis and treatment is
required. With a massive shift in emphasis to primary and community care
delivery systems Medify is able to offer a powerful platform to allow much
greater flexibility, efficiency and speed of delivery which matches the new
NHS vision.
Medify will allow hospital doctors to record notes at bedsides and upload this
information immediately without the need for follow up filing and
administration.
The Medify system also provides important benefits for the NHS
management team. As part of the new NHS all providers within the system
will soon be moving to a new system of Payment By Results (PBT) whereby
all clinical procedures and treatment will be charged by providers at an
agreed NHS Tariff, on contract with the local Primary Care Trust. The new
PBT system creates a market for all NHS providers and means that all of
them must keep accurate records of procedures and treatment in order to
recoup their income as quickly as possible. The Medify solution ensures that
this can be done instantly as part of the clinical process, thus alleviating time
and saving money on admin costs.
Medify also has a huge potential as a training tool and could be used by
junior doctors, nurses and other allied health professionals. The Medify
solution allows for curriculum material to be transmitted to a PDA for a
student to use in a practical situation, whereby they can record their activity
and monitor their progress. A number of College Deans have shown interest
in the Medify solution as a valuable training device that can deliver courses
in a new and highly relevant way.
16
As more and more Primary Care Trusts and Strategic Health Authorities
discover the benefits that Medify can deliver in terms of supporting
clinicians, providing management and commercial data and speeding up
activity, so the demand will increase. NPfIT is driving enormous change in
the NHS and all of these organizations need to extract maximum benefit from
this new ‘sea change’ in the way the NHS is being run. Medify can become
the new clinical PC system of the future and is set to support the new,
exciting emerging NHS in the 21st century.
From this market we will be seeking to aggressively expand into other major
sectors and other countries within the near future, in conjunction with our
business partners.
7. What patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts, including their duration; and
None
8. Does the issuer have any need for any government approval of principal
products or services? Discuss the status of any requested government
approvals.
The Company currently has government approval for the security component of the
technology.
The nature and extent of issuer’s facilities. Provide a potential investor with a clear
understanding of all assets, properties and/or facilities owned, used or leased by the issuer,
clearly describe the assets, properties or facilities of the issuer, give the location of the
principal plants and other property of the issuer and describe the condition of the properties.
If the issuer does not have complete ownership or control of the property (for example, if
others also own the property or if there is a mortgage on the property), describe the
limitations on the ownership. If the issuer leases any assets, properties or facilities, clearly
describe them as above and the terms of their leases:
1. Describe the general character and locations of all materially important
properties held or intended to be acquired by or leased to the issuer and
describe the present or proposed use of such properties and their suitability and
adequacy for such use. Properties not yet acquired should be identified as such.
a. The Issuer leases office space at :
The technology Centre, Sugnall, Eccleshall, Staffordshire, UK ST21
6NF.
b. Lease payments are: £4500 including VAT per quarter.
2. State the nature of the issuer’s title to, or other interest in, such properties
and the nature and amount of all material mortgages, liens or encumbrances
against such properties. Disclose the current principal amount of each material
encumbrance, interest and amortization provisions, prepayment provisions,
maturity date and the balance due at maturity assuming no prepayments.
17
a. Not Applicable
3. Outline briefly the terms of any lease or any of such properties or any option
or contract to purchase or sell any of such properties.
a. The Issuer has signed for a 3 month term for their office space. – These
payments are for the provision of office space and facilities to enable the company to
undertake its normal business practices and to provide accommodation for the
delivery of corporate activities such as board meetings, administrative support, sales
and marketing.
4. Outline briefly any proposed program for the renovation, improvement or
development of such properties, including the estimated cost thereof and the
method of financing to be used. If there are no present plans for the
improvement or development of any unimproved or undeveloped property, so
state and indicate the purpose for which the property is to be held or acquired.
a. Not Applicable
5. Describe the general competitive conditions to which the properties are or
may be subject to.
a. Not Applicable
6. Include a statement as to whether, in the opinion of the management of the
issuer, the properties are adequately covered by insurance.
a. In the opinion of the management of the issuer, the properties are
adequately covered by insurance
7. With respect to each unimproved property which is separately described,
provide the following in addition to the above:
a. Occupancy rate;
NOT APPLICABLE
b. Number of tenants occupying 10% or more of the rentable square
footage and principal nature of business of each such tenant, and the
principal provisions of each of their leases;
NOT APPLICABLE
c. Principal business, occupations and professions carried on in, or from,
the building;
NOT APPLICABLE
d. The average effective annual rental per square foot or unit;
18
NOT APPLICABLE
e. Schedule of the lease expirations for each of the next 10 years, stating:
NOT APPLICABLE
i. The number of tenants whose leases will expire
ii. The total area in square feet covered by such leases,
iii. The annual rental represented by such leases, iv. The
percentage of gross annual rental represented by such leases.
f. Each of the properties and components thereof upon which
depreciation is taken, setting forth the: NOT APPLICABLE
i. Federal tax basis,
ii. Rate,
iii. Method, and
iv. Life claimed with respect to such property or component
thereof for purposes of depreciation.
g. The realty tax rate, annual realty taxes and estimated taxes on any
proposed improvements.
NOT APPLCIABLE
The name of the chief executive officer, members of the board of directors, corporate counsel,
accountant and public relations consultant.
a. Executive Officers;
Mr. Jonathan Bryant
Director, President and Chief Executive Officer
KEY EXPERIENCE OVERVIEW
• Degree in Medical Biotechnology and Medical Microbiology
• Project lead and published scientist for the Charring Cross Sunley Medical Centre
• Seven years with the world’s largest Pharamco covering role from Sales, through
training and management to special projects and Healthcare consultancy.
• Set up a visionary Healthcare consultancy delivering UK wide projects
• Developed the first healthcare portal, medify.com specifically for clinical governance,
guidelines and the very first for on-line learning.
• Developed the first handheld solution for on line learning and remote access to NHS
systems
• Have negotiated contracts and delivered projects at the highest level within the NHS
and the Pharma industry
• August 2003 – Present. Founder / Director Medify Solutions Limited
Mr. Bryant currently owns 18,000,000 Restricted Common Shares of the Issuer
19
Mr. Trevor Bone
Director
KEY EXPERIENCE OVERVIEW
• Formation of joint ventures and strategic alliances, relationship management
• Blue-chip client negotiations at board level including Ernst & Young, Barclays Bank,
Accenture and AstraZeneca
• Marketing and brand management to maximise penetration
• Sales management and market development
• Proven New Business finder, developer and closer
• Able to effectively sell a concept, and to provide a consultative sales approach
• August 2003 – Present. Founder / Sales Director Medify Solutions Limited
Mr. Bone currently owns 18,000,000 Restricted Common Shares of the Issuer.
Mr. Robert Hilsinger
Director, Treasuer & Secretary
1978-Present Hilsinger & Company, Certified Public Accountants- Founder and
President. Firm focuses on providing excellent Consulting, Business
Valuation, Accounting, Auditing, and Tax services
1981-1986 John R. Brown, Certified Public Accountant- Staff Accountant.
Provided small business Accounting, Tax Preparation, and Consulting
services to small business clients
CERTIFICATIONS
Certified Public Accountant, State of Washington certificate number 12213, 1988
Certified Valuation Analyst, March 2002
Certified Consultant for Open Systems Accounting Software (1986-1998) and MIP
Fund Accounting Software (1996-1998).
PROFESSIONAL MEMBERSHIPS
American Institute of Certified Public Accountants
Jersey City New Jersey
Washington Society of Certified Public Accountants
Bellevue, Washington
National Association of Certified Valuation Analysts
Salt Lake City, Utah
Center for Economic & Industry Research
Salt Lake City, Utah
Risk Management Association
Philadelphia, Pennsylvania
MR HILSINGER WAS REPLACED ON 9TH SEPTEMBER 2005 WITH MR
DAVID ASHCROFT WITH IMMEDIATE EFFECT FROM THAT DATE.
20
Mr. David Ashcroft
Treasuer & Company Secretary
David Ashcroft qualified as an Engineer and trained in economics, he spent his early years
as a financial analyst. After experience in the automotive, construction and retail sectors as
Managing Director of several national companies, he joined a major European bank to
oversee the rationalisation of the industrial and commercial subsidiaries in the UK. The
period arranging the refinancing, disposals, mergers and acquisitions was invaluable
experience.
Having managed large corporate companies up to Group Chief Executive level, he was able
to offer his strategic and financial experience to the private sector, his current portfolio
includes a wide range of sectors from engineering, automotive, media (television
programme production) to retail operations.
b. Directors;
Mr. Jonathon Bryant
Mr. Trevor Bone
c. General Partners;
Not Applicable
d. Promoters;
Not Applicable
e. Control Persons;
• Richard Down 5,600,000 Common Shares (7%)
• Jonathan Bryant 18,000,000 Common Shares (22.5%)
• Trevor Bone 18,000,000 Common Shares (22.5%)
21
f. Counsel;
Gayle Hanlon.
R E S U M É
EDUCATION
University of Denver College of Law
J. D. 1976; Graduated top 20%
-
Stanford University
A.B. Cum Laude 1972, Concentration: Comparative Literature
Freie Universität, Berlin
Assistant to Professor Dr. Eberhard Grabitz; German Fellowship (DAAD),
1983 – 1985 Academic years, Concentration: European Community Law,
ECSC Law
LANGUAGE SKILLS
English (native language)
-
German (fluent)
-
French (fluent)
-
Spanish (elementary understanding)
-
Japanese (elementary understanding)
Arabic (beginner)
BAR ADMISSIONS
New York 1977
-
Virginia 1988
PROFESSIONAL EXPERIENCE
European and IP Counsel
Harman Becker International, Harman Becker Automotive Systems GmbH
Karlsbad, Germany, September 2004 – present
Responsibility for establishing legal infrastructure of all commercial departments
of Harman Becker Automotive Systems throughout Europe
-
Responsibility for the intellectual property practice throughout Europe, including
the management of patent portfolio, drafting and negotiation of license
agreements, drafting and negotiation of non-disclosure agreements,
management of IP-litigation, drafting and management of all work agreements
with third party development companies
Responsibility for implementation of selective distribution system for the
consumer products line
Responsibility for drafting and negotiation of all commercial agreement,
including but not limited to purchasing contracts, supply agreements with
OEMs, cooperation agreements, works agreements with service providers,
logistical ser4vice provider agreements
22
International Legal Consultant
Thacher Proffitt & Wood
New York City, USA, July 1995 – December 2004
Legal Consultant to TPW on international trade matters. Substantial
transactional work (M/A, Joint Ventures) for various clients globally. Consultant
to TPW on the representation of clients in automotive, computer,
telecommunications ands food industries
General Counsel
Takata-Petri AG
Aschaffenburg, Germany, February 2001 – May 2004
Responsibility for management of litigation/arbitration of all national and
international legal disputes at courts of law/arbitral tribunals globally
-
Extensive intellectual property practice, management of patent portfolio,
formulation of global IP strategy, drafting of license agreements, management
of IP-related litigation, coordination with patent administrators regarding inventor
remuneration, cooperation in internationally constituted patent coordination
group
-
Implementation of the corporate strategies adopted in Europe as well as on
behalf of the Japanese parent company including the supervision and handling
of all acquisitional and transactional activities
-
Responsibility for the negotiation of all R & D agreements
-
Responsibility for purchasing and sales contracts on a global basis
Drafting of contracts for the IT sector and for settling any problems in the entire
transportation sector including problems inherent in international transport of
dangerous goods
-
Processing and drafting of secrecy agreements and general standard terms and
conditions (both German and international)
General Counsel for the world-wide operations
Brose Fahrzeugteile GmbH & Co. KG
Coburg, Germany, August 1995 – January 2001
Responsible for all transactional activities (M&A, joint ventures, license
agreements, R&D collaboration agreements)
-
Extensive commercial experience encompassing the drafting and negotiation of
all supplier, distribution, and warranty agreements
-
Responsible for day-to-day operational legal consultation
-
Supervision of multimillion US Dollar litigation in Mexico
-
Establishment of overseas legal Infrastructure
-
Responsibility for set-up of all J.I.T. manufacturing facilities in Germany,
23
Mexico, Brazil and the PRC
-
Extensive intellectual property experience
Acting European General counsel to Johnson Controls, Inc.
at European Headquarters for all European subsidiaries
Johnson Controls, Inc., Johnson Controls GmbH
Remscheid, Germany, December 1993 – July 1995
Establishment of legal infrastructure of Johnson Controls, Inc. at European
subsidiaries
-
Extensive transactional and joint venture activity in Europe and South Africa
-
Coordination of tax audit of organic unity
-
Responsible in support function to U.S. legal department of all commercial,
acquisition and real estate activities including substantial sale and lease-back
transactions
-
Substantial responsibility for environmental compliance of numerous
manufacturing facilities in the EEC and Eastern Europe
-
Coordination with plant managers regarding day-to-day operational issues
Assistant General Counsel/DACH (Germany, Austria, Switzerland)
Apple Computer GmbH
Munich, Germany, 1992 - 1993
Instrumental in establishing and developing the legal department of Apple
Computer, Inc. in Germany, Austria and Switzerland
-
Responsibilities extended to the Benelux countries
-
Implementation of effective cost control programs which have to date achieved
considerable cost savings
-
Responsible for all European regional work for the ACE Legal Department in
Paris in the area of consumer sales of Apple multimedia products
-
Additional responsibility for all publishing cooperation agreements for new
technology, particularly in the telecommunications area
-
Duties included the negotiation of all contracts and deals for the Apple
subsidiaries in the territories of Germany, Austria and Switzerland as well as all
commercial negotiations for the consumer branch in the EEC. Extensive
antitrust compliance and unfair competition experience
-
General legal advice on marketing, promotional, environmental, employment
law and intellectual property issues. Supervision of all litigations. Extensive
experience in restructuring and credit & collection matters
24
Assistant General Counsel/Europe
Commodore International
Frankfurt, Germany, 1988 – 1992
Instrumental in establishing and developing the European legal function in
Frankfurt and implementing cost control programs which helped to achieve
considerable cost savings in terms of the reduction and / or control of outside
legal counsel fees
-
Duties (primarily in the areas of intellectual property and commercial law) cover
the scope of Europe, including the Middle East and Africa
-
The negotiation and drafting of all contracts and agreements for all Commodore
subsidiaries in Europe, including but not limited to trademark license, software
distribution, dealer cooperation and employment agreements
-
General legal advice on a variety of issues to all European subsidiaries, e. g.
unfair trade practices, intellectual property work for all subsidiaries in Europe
including but not limited to trademark registrations, trademark license
negotiations
-
Export trade control compliance, coordination and supervision
-
Considerable experience in EEC and ECSC law
Corporate Associate
Graham & James
New York City, Washington DC, USA, 1986 – 1988
Extensive experience and client contact in US – West Germany trade and
corporate law; antitrust; joint ventures; licensing; government contract and legal
issues; corporate finance; and banking law
-
Supervision of complex government contract arbitration
-
Sole responsibility for all corporate commercial work of US subsidiary of large
German corporation (Zublin Delaware, Inc., Reston, Virginia)
Antitrust / Corporate Associate
Peltzer und Riesenkampf
Frankfurt, Germany, 1983 – 1986
Legal consultant in the areas of US and EEC banking and trade law; unfair
competition; antitrust; mergers and acquisitions; and corporate finance
-
Co-authorship with Dr. Harald Jung of commentary regarding West German
banking law („Kreditwesengesetz“)
Antitrust / Corporate Associate
Gifford, Woody, Palmer and Series
New York City, USA, 1982 – 1983
Responsibility for defense of complex antitrust litigation. General exposure to
numerous commercial and other litigations
-
25
Drafting of all pleadings; depositions; court appearances; drafting of corporate
documents and contracts in English and French
Antitrust / Litigation Associate
Weil Gotshal and Manges
New York City, USA, 1977 – 1981
Litigation experience including major responsibilities in connection with all
aspects of federal court pretrial discovery; preparation, conducting of
depositions and extensive brief writing; federal court motion practice and other
court appearances
-
Sole responsibility for case management of discrete, yet significant areas of
multibillion dollar antitrust litigation
-
Supervision of paralegals and junior associates
-
Substantial exposure to all areas of antitrust law; intellectual property; antidumping
litigation and trade regulation
g. Accountant or Auditor; and
Medify Solutions Limited UK has appointed Edward Pearsons and White, Registered
Auditors, Accountants and Taxation Consultants, of 8 Jury Street, Warwick, CV34 4EW,
UK, as their Accountant, Auditing and Taxation advisers. Mr. P Stuffins is the designated
Partner, responsible for the Medify Solutions Account.
h. Public Relations Consultant (s).
Not Applicable
i. Any other advisor (s) that assisted, advised, prepared or provided information with
respect to this disclosure documentation.
None
Please also identify whether any of the foregoing persons have, in the last five years, been the
subject of:
None of the Officers or Directors in the last five (5) years have been charged with
any criminal conduct, or been suspended or charged by any U.S State or Federal
Court or Securities Commission or any other countries courts or securities
commission.
1. a conviction in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding traffic violations and other minor offenses);
Not Applicable
2. the entry of an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited such person’s
involvement in any type of business, securities, commodities, or banking
activities;
26
Not Applicable
3. a finding or judgment by a court of competent jurisdiction (in a civil action),
the SEC, the CFTC, or a state securities regulator of a violation of federal or
state securities or commodities law, which finding or judgment has not been
reversed, suspended, or vacated; or
Not Applicable
4. the entry of an order by a self-regulatory organization that permanently or
temporarily barred, suspended or otherwise limited such person’s involvement
in any type of business or securities activities.
Not Applicable
With respect to counsel for the issuer, the information should include counsel’s telephone
number and email address. Please attach as an exhibit any opinion by issuer’s counsel stating
that any securities of the issuer may be sold pursuant to an exemption from registration under
Section 5 of the Securities Act of 1933.
No such opinion has yet been requested or prepared.
With respect to the issuer’s accountant or auditor, the information should include clearly
state the work done (i.e. who audits, prepares or reviews the issuer’s financial statements,
etc.), the accountant’s phone number and email address and a description of the accountant’s
licensing and qualifications to perform such duties on behalf of the issuer.
See the credentials of the Accounting firm attached hereto as Exhibit A,
With respect to any of the issuer’s public relations consultants, the information should include
the consultant’s telephone number and email address.
Not Applicable
With respect to any of the issuer’s advisors that assisted, advised, prepared or provided
information with respect to this disclosure documentation, the information should include the
advisor(s)’ telephone number and email address.
Not Applicable
To the extent not otherwise disclosed in response to the foregoing, provide a list of the name,
address and shareholdings all persons holding more than five percent (5%) of any class of the
issuer’s equity securities.
• Richard Down 5,600,000 Common Shares (7%)
12/14 Sugnall Business Centre Sugnall Staffordshire ST21 6NF UK
• Jonathan Bryant 18,000,000 Common Shares (22.5%)
27
12/14 Sugnall Business Centre Sugnall Staffordshire ST21 6NF UK
• Trevor Bone 18,000,000 Common Shares (22.5%)
12/14 Sugnall Business Centre Sugnall Staffordshire ST21 6NF UK
To the extent not otherwise disclosed, if any of the above shareholders are corporate
shareholders, provide the disclosure requested in this item as to person(s) owning or
controlling such corporate shareholders and the resident agents of the corporate
shareholders.
The above shareholders are not corporate shareholders.
To the extent not otherwise disclosed, describe any relationships existing among and between
the issuer’s officers, directors and shareholders.
• Richard Down – consultant to the issuer and shareholder
• Jonathan Bryant- President & Director of Issuer and employee of Medify Solutions Ltd.
(UK Company – a 100% wholly-owned subsidiary of the Issuer.
• Trevor Bone – Director of Issuer and employee of Medify Solutions Ltd. (UK Company – a
100% wholly-owned subsidiary of the Issuer.
To the extent not otherwise disclosed, describe all relationships and affiliations among and
between the shareholders and the issuer, its predecessors, its present and prior officers and
directors, and other shareholders.
Answered above
Item (xii) The issuer’s most recent balance sheet and profit and loss statement and statement
of retained earnings.
“See Exhibit B ” already on file.
The issuer should include the below financial statements in the disclosure document or if
attached provide a list in the disclosure document describing the attached financial
statements, the balance sheet date and the date published. The issuer should provide a
summary of the types of information that the Company will provide to security holders in the
future and the schedule for providing this information.
The financial statements requested pursuant to this item should be prepared in accordance
with U.S. generally accepted accounting principles (U.S. GAAP). For information regarding
U.S. GAAP, see cpaclass.com. The issuer should provide a
balance sheet as of the end of the issuer’s (or its predecessor’s) most recent fiscal year, and
statements of income, cash flows and changes in stockholders’ equity for the fiscal year
preceding the date of such balance sheet. The issuer should also provide interim financial
statements as of the most recent fiscal quarter, which include a balance sheet as of the end of
the most recent fiscal quarter and income statements and statements of cash flows for the
interim period up to the date of such balance sheet and the comparable period of the
preceding fiscal year.
28
Information contained in annual financial statements will not be considered current more
than 90 days after the end of the issuer’s fiscal year immediately following the fiscal year for
which such statement are provided, or with respect to quarterly financial statements, more
than 45 days after the end of the quarter immediately following the quarter for which such
statements are provided.
All such financial statements should either be audited or contain a certification by the chief
financial officer of the issuer, or any other person responsible for the preparation of such
statements, that such statements, and the notes thereto, present fairly, in all material respects,
the financial position of the issuer and the results of its operations and cash flows for the
periods presented, in conformity with accounting principles generally accepted in the United
States, consistently applied. In the event that f the person providing such certification did not
prepare all or some of such statements, disclose the names, position and responsibilities of any
persons or entities that were engaged to prepare or provide such information.
Item (xiii) Provide similar financial information for such part of the two (2) preceding fiscal
years as the issuer or its predecessor has been ion existence. See Item (xii) above.
Pursuant to the guidelines promulgated by the Pink Sheets, the issuer intends to comply with
all interim reporting obligations including without limitation, the posting of updated financial
statements on quarterly basis.
The financial statements, attached as an Exhibit to this information statement, are certified
by the signing officer of the Issuer that they present fairly, in all material respects, the financial
position, results of operations and cash flows for the periods presented, in conformity with
accounting principles generally accepted in the United States consistently applied.
Item (xvi) Whether any quotation is being submitted or published directly or indirectly on
behalf of the issuer, or any director, officer, or any person directly or indirectly the beneficial
owner of more than 10% of the outstanding shares of any equity security of the issuer, or at
he request of any promoter for the issuer, and, if so, the name of such person, and the basis
for any exemption under the federal securities laws for an sales of such securities on behalf of
such person.
a. Management of the Issuer is not aware of any Broker/Dealer submitting quotations with
respect to Issuers common stock on behalf of any other broker dealers.
b. Management of the Issuer is not aware of any quotation or quotation being submitted on
behalf of the Issuer, Director, Officer, or Ten (10) Percent Shareholder of the Issuer.
29
CERTIFICATION
I, Jonathan Bryant, President of Medify Solutions Limited (the “issuer”), hereby certify that the
financial statements filed herewith and the notes thereto, present fairly, in all material respects, the
financial position of the issuer and the results of its operations and cash flows for the periods
presented, in conformity with accounting principles generally accepted in the United States,
consistently applied.
The above information has been undersigned on the date indicated.
________________________________________________
Mr. Jonathan Bryant, President and Chief Executive Officer
30
Medify Solutions Ltd - Group
Interim Balance Sheet
for 8 months ended August 31 2005 MSL Ltd [UK] MSL Ltd [UK] MSL Ltd [UK]
(Unaudited) Period Ended Period Ended Year Ended
August 31 2005 December 31 2004 August 31 2004
Note Exchange Rate Used £GBP1.00 =$USD 1.824 (Unaudited) (Pre-Audited) (Audited)
ASSETS
Current Assets
Cash $364 $0 $0
VAT due to be repaid $30,644 ($6,388) $19,821
Accounts Receivables $0 $85,728 $85,728
Total Current Assets $31,007 $79,340 $105,549
Fixed Assets
Autos & Trucks - Net of Depreciation $90,711 $0 $0
Total Fixed Assets $90,711 $0 $0
Other Assets
Prepayments $0 $0 $0
Total Other Assets $0 $0 $0
TOTAL ASSETS $121,718 $79,340 $105,549
LIABILITIES & STOCKHOLDER EQUITY
Current Liabilities
Accounts Payable $405,832 $317,084 $317,084
Notes Payable (Bank Overdraft) $135,760 $182,618 $172,319
General Accruals $6,840 $6,840 $6,840
Accrued Taxes $0 $0 $6,320
Total Current Liabilities $548,432 $506,541 $502,563
Long Term Liabilities
Intercompany & Directors Loans $455,243 ($289,738) ($270,587)
Total Long Term Liabilities $455,243 ($289,738) ($270,587)
Equity
Retained earnings (Prior) ($137,467) ($126,430) $0
Current Years Earnings ($744,673) ($11,036) ($126,431)
Common Stock (UK Only) $182 $4 $4
Total Equity ($881,957) ($137,463) ($126,427)
TOTAL LIABILITIES & STOCKHOLDERS EQUITY ($121,718) ($79,340) ($105,549)
31
Medify Solutions Ltd - UK Only
Statement of Operations
for 8 months ended August 31 2005 MSL Ltd [UK] MSL Ltd [UK] MSL Ltd [UK]
(Unaudited) Period Ended Period Ended Year Ended
August 31 2005 December 31 2004 August 31 2004
Note Exchange Rate Used £GBP1.00 =$USD 1.824 (Unaudited) (Pre-Audited) (Audited)
INCOME
Revenues $10,293 $2,683 $79,315
Total Income $10,293 $2,683 $79,315
EXPENSES
Cost of revenues $29,085 $0 $87,112
Operating Expenses $226,469 $0 $5,184
General & Administrative Expenses $137,242 $0 $1,848
Marketing Expenses $150,282 $0 $99,550
Professional Fees $209,484 $0 $3,739
Total Operating Expenses $752,562 $0 $197,433
Net Operating Income (Loss) ($742,270) $2,683 ($118,119)
Non Operating Expenses
Bank Interest & Charges $2,403 $13,720 $8,312
Total Non Operating Expenses $2,403 $13,720 $8,312
NET INCOME (LOSS) ($744,673) ($11,036) ($126,431)
32
Medify Solutions Ltd - Group MSL Ltd [UK] MSL Ltd [UK] MSL Ltd [UK]
Statement of Cash Flows Period Ended Period Ended Year Ended
for 8 months ended August 31 2005 August 31 2005 December 31 2004 August 31 2004
(Unaudited) (Unaudited) (Pre-Audited) (Audited)
Note Exchange Rate Used £GBP1.00 =$USD 1.824
CASH FLOWS FROM OPERATING ACTIVITIES
Operations
Profit - (Loss) After Interest & Corporation Tax ($744,673) ($11,036) ($126,431)
Total Cash Flow Before Tax
Depreciation & Amortisation $0 $0 $0
Other Business Holdings - Equity Income Net of Dividend $0 $0 $0
Total Cash Flow due to Profit / (Loss) ($744,673) ($11,036) ($126,431)
Cash Changes Current Assets & Current Liabilities
Total Debtors $85,728 $0 ($85,728)
Total Creditors $88,748 $0 $317,084
Total Accruals $0 $0 $13,160
Total VAT ($37,031) $19,889 ($19,821)
Total Cash Changes Current Assets & Current Liabilities $137,445 $19,889 $224,695
Net Cash Flow in Operating Activities ($607,228) $8,853 $98,264
Cash Flow from Fixed Assets
Purchase of Autos & Trucks ($90,711) $0 $0
Total Cash Flow from Fixed Assets ($90,711) $0 $0
Cash Flow from Financing Activities
Issuance of Common Stock $179 $0 $4
Cash Received from Director & Other Intercompany Loans $744,981 ($19,152) ($270,587)
Total Cash Flow from Financing Activities $745,159 ($19,152) ($270,583)
Net Cash Flow from Fixed Assets & Financing Activities $654,449 ($19,152) ($270,583)
TOTAL NET CASH MOVEMENT $47,221 ($10,299) ($172,319)
33
Statement of Changes in Shareholders Equity
The current directors of the company and the newly appointed company secretary are in the process
of auditing the share transactions, paid up capital and common stock transactions that the previous
directors of the USA shell entered into prior to the acquisition of Medify Solutions Ltd [UK]. The
audit is based upon information supplied by Colonial Stock Transfer Company, Inc and is confined
to the restricted stock issues.
As of 22nd September 2005 the previous directors of the USA shell company have not supplied
audited accounts for the period to 31st December 2004 and so the following reconciliation excludes
any financial information concerning the USA shell except for the declared share transactions.
The current directors have confidence in the share transactions below and are in the process of
having these confirmed through affidavits from the previous restricted stockholders whose shares
were cancelled. All results of the current directors audits will be shared with SEC as soon as it has
been completed.
Medify Solutions Ltd - Group
Stockholders Equity UK Only UK Only UK Only
(Unaudited) Paid in Retained Total
Shares Amount Capital Earnings Equity
Restricted Shares 29,300,000 $2,700
504 Offering 6th December 2004 2,000,000 $10,000
Balance as at 31st December 2004 31,300,000 $12,700 $0 $0 $0
Cancellation of Restricted Shares 27th January 2005 -29,300,000 ($2,700)
504 Offering 8th February 2005 2,000,000 $10,000
504 Offering 2nd March 2005 2,800,000 $14,000
Issue of Management Restricted Shares for MSL UK Purchase 22nd February 2005 13,200,000 $182
Total Shares as of 10th March 2005 20,000,000 $34,182
Forward Stock Split (4 for 1) 11th March 2005 80,000,000 $34,182
Balance as at 31st August 2005 80,000,000 $34,182 $182 ($882,139) ($881,957)
Common Stock
34
Notes to Interim Financial Statements – for 8 Months Ending 31st August 2005
Nature of Business
Medify Solutions Ltd was incorporated in the State of Delaware on September 20, 2004 and
originally known as Blog8, Inc. In December 2, 2004 the company’s name was changed to
Securiteyes International Inc. On February 11, 2005 the company name was further changed to
Medify Solutions Ltd in preparation for the 100% acquisition of Medify Solutions Ltd [UK]. This
independent business was incorporated on 15th August 2003 in the UK. The company registration
no. is 4868652 in the United Kingdom. The current year end of Medify Solutions Ltd [UK] is 31st
August
The purchase of Medify Solutions Ltd [UK] was through the issuance of restricted shares by the
USA parent. The USA parent then lent the UK company £GBP 600k in the form of a company loan
note over a 6 month period
Medify Solutions Ltd [UK] is the sole operating company of Medify Solutions Ltd [USA] and has
registered offices at 12/14 Sugnall Business Centre, Sugnall, Staffordshire ST21 6NF, UK. The
nature of the business is to supply patient note remote access technology and e-learning technology
to the health care market in the UK. Over 90% of this market is state run by the UK National Health
Service, a government body that in 2004-2005 has a £GBP 69 Billion spending budget.
Medify Solutions Ltd [USA] acts as a holding company with only share transactions being executed
at the USA offices by the employees & officers of the company at the time Medify Solutions Ltd
[UK] was acquired.
Basis of Accounting
Due the inability of the previous management of the USA parent whilst trading as Blog8, Inc. and
Securiteyes International Inc. to reconcile the accounts to 31st August 2005, the new directors of the
USA parent (also the directors of the UK company prior to the acquisition of the UK company by
the USA parent) believe that because the 211c filing are overdue, as a minimum the UK operational
activity should be reported. The financial statements therefore are ONLY for that operational entity.
At the time of the acquisition of the UK company, the USA company was controlled solely by the
directors & employees of Blog8 and Securiteyes International Inc. These directors have been
instructed to supply their financial statements by 30th September 2005. At this time the consolidated
USA company accounts will be posted.
The accompanying financial statements of Medify Solutions Ltd [UK] have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting principles. In the
opinion of management, these interim financial statements include all adjustments necessary in
order to make them not misleading.
The period of the financial statements provided are those of the USA parent i.e Financial Year End
of 31st December
35
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considered all cash and other highly
liquid investments with initial maturities of three months or less to be cash equivalents.
Net Earning (loss) per Share
This will be included once the consolidated figures have been completed
Foreign Income Taxes
Medify Solutions Ltd [UK] can confirm that all the relevant financial statements have been filed
with the UK Inland Revenue & Companies House. There are no taxes owed to the UK or USA
government as at the filling of these financial statements.
Capital Stock Transactions
This will be finalized once the consolidated figures have been completed.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted
accounting principles, which contemplates continuation of the Company as a going concern. The
Company operations are in the development stage and the Company has generated no income other
than trial revenue. The future success of the Company is likely dependent on its ability to attain
additional capital to develop its proposed products and ultimately, upon its ability to attain future
profitable operations. There can be no assurance that the Company will be successful in obtaining
such financing, or that it will attain positive cash flow from operations.
CERTIFICATION
I, Jonathan Bryant hereby certify that these financial statements and accompanying notes present
fairly, in all material respects, the financial position of Medify Solutions Ltd [UK] and the results of
its operations and cash flows for the periods presented, in conformity with accounting principles
generally accepted in the UK and formatted in United States GAAP.
Jonathan Bryant
Managing Director
Medify Solutions Ltd
GB+ND
c
Ticker MFYS |
