Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment Number 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012
[ ] 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, 2012) was approximately $0.00 (based on lack of any trade
or posted price reported by OTC on or prior to September 30, 2012). 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 10, 2012.
DOCUMENTS INCORPORATED BY REFERENCE: Form 10-K filed on December 18, 2012.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 (this "Amendment No. 1") to the
Company's Annual Report on Form 10-K for the year ended September 30, 2012,
filed with the Securities and Exchange Commission on December 18, 2012 (the
"Form 10-K"), is to revise Item 9A, Controls and Procedures, and to revise the
opinion letters of our auditors to clarify, in the case of Stan Lee, the date of
his audit, and in the case of Anton & Chia, the date of our incorporation.
No other changes have been made to the Form 10-K. This Amendment No. 1
speaks as of the original filing date of the Form 10-K and does not reflect
events that have occurred subsequent to the original filing date of the Form
10-K, and does not modify or update in any way disclosures made in the Form
10-K.
ITEM 1. DESCRIPTION OF BUSINESS
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 1A. RISK FACTORS
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 2. PROPERTIES
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 3. LEGAL PROCEEDINGS
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following documents are filed below as part of this report:
Report of Independent Registered Public Accounting Firm, Anton & Chia, CPAs
Report of Independent Registered Public Accounting Firm, Stan J. H. Lee,
CPA
All other elements of our Financial Statements are incorporated be
reference to our 10-K filed on December 18, 2012.
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[LETTERHEAD OF ANTON & CHIA, LLP
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders' of
Medbook World, Inc.:
We have audited the accompanying balance sheet of Medbook World, Inc. (a
development stage company) (the "Company") as of September 30, 2012, and the
related statements of operations, changes in stockholders' deficit, and cash
flows for the year then ended and for the period from November 17, 2009
(Inception) through September 30, 2012. 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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits 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 audits 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 purpose 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 amounts and disclosures in the
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 the above present fairly,
in all material respects, the financial position of Medbook World, Inc. as of
September 30, 2012 and the results of its operations and cash flows for the year
then ended and for the period from November 17, 2009 (Inception) through
September 30, 2012 in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred an accumulated deficit of $181,151 from inception to
September 30, 2012. This raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to this matter are
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Anton & Chia, LLP
--------------------------------
Newport Beach, California
December 10, 2012
3
Stan Jeong Ha Lee, CPA
2160 North Central Rd. Suite 209 * Fort Lee * NJ 07024
P.O. Box 436402 * San Diego * CA 92143-6402
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, 2011 and the related statements of operations, shareholders'
deficit and cash flows for the fiscal years then ended. 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 audit provides 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, 2011, 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 Jeong Ha Lee, CPA
----------------------------------
Stan Jeong Ha Lee, CPA
December 19, 2011
Fort Lee, NJ
4
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with our accountants and no changes to our
accounting and financial disclosure.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management,
including our principal executive officer and the principal financial officer,
we have conducted an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the
period covered by this report (September 30, 2012). Based on this evaluation,
our principal executive officer and principal financial officer concluded as of
the evaluation date that our disclosure controls and procedures were ineffective
such that the material information required to be included in our Securities and
Exchange Commission reports was not accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms relating to our
company, particularly during the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act, for the company. Internal
control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of our assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the
effectiveness of any system of internal control, and accordingly, even effective
internal control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures. A
material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our chief executive
officer and our chief financial officer we conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of September
30, 2012, based on the framework set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on our evaluation under this framework, management
concluded that our internal control over financial reporting was not effective
as of the evaluation date due to the factors stated below.
5
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with
requisite expertise in the key functional areas of finance and accounting to be
able to have appropriately designed and operating entity level controls
including risk assessment; information and communication; monitoring; and
financial reporting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel
to properly segregate duties to implement control procedures.
LACK OF AUDIT COMMITTEE AND OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF
DIRECTORS: We do not have a functioning audit committee or outside directors on
our board of directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1)
continue to assess and address shortfalls in staffing and to assist the Company
with accounting and finance responsibilities, (2) increase the frequency of
independent reconciliations of significant accounts which will mitigate the lack
of segregation of duties until there are sufficient personnel and (3) may
consider appointing outside directors and audit committee members in the future.
Management has discussed the material weakness noted above with our
independent registered public accounting firm. This annual report does not
include an attestation report of our registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject
to attestation by our registered public accounting firm pursuant to temporary
rules of the SEC that permit us to provide only management's report in this
annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Company's internal controls over
financial reporting during its fiscal year that have materially affected, or are
reasonably likely to materially affect, its internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR
INDEPENDENCE
Incorporated be reference to our 10-K filed on December 18, 2012.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Incorporated be reference to our 10-K filed on December 18, 2012.
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed as part of this report:
Exhibit No.
-----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a)
or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer required by Rule 13a-14(a)
or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
The following materials are incorporated by reference to our 10-K filed on
December 18, 2012:
101 Annual Report on Form 10-K for the year ended September 30, 2012,
formatted in XBRL (eXtensible Business Reporting Language); (i)
Balance Sheets at September 30, 2012 and September 30, 2011, (ii)
Statement of Operations for the years ended September 30, 2012 and
2011, (iii) Statement of Changes in Stockholders' Equity since
Inception, (iv) Statement of Cash Flows for the years ended
September 30, 2012 and 2011, and (v) Notes to Financial Statements.
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: February 4, 2013 MEDBOOK WORLD, INC.
By: /s/ Daniel Masters
---------------------------------
Daniel Masters
Chief Executive Officer
By: /s/ Anthony Turnbull
---------------------------------
Anthony Turnbull
CFO, Secretary, and Director
