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EX-32.2 - CERTIFICATION - Medbook World, Incmedbook_ex322.htm
EX-32.1 - CERTIFICATION - Medbook World, Incmedbook_ex321.htm
EX-31.2 - CERTIFICATION - Medbook World, Incmedbook_ex312.htm
EX-31.1 - CERTIFICATION - Medbook World, Incmedbook_ex311.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014

 

o 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.)

 

28562 Oso Parkway, Unit D, Rancho

 

 

Santa Margarita, CA. 92688

 

(949) 933-1964

(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 o   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 o   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 o

 

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 o

 

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, 2014) was approximately $0.00 (based on lack of any trade or posted price reported by OTC on or prior to September 30, 2014). 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 September 30, 2014.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 

 
 
 

MEDBOOK WORLD, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED SEPTEMBER 30, 2014

 

INDEX

 

PART I

 

Item 1

Business

3

Item 1A

Risk Factors

6

Item 2

Properties

12

Item 3

Legal Proceedings

12

Item 4

Submission of Matters to a Vote of Security Holders

12

 

PART II

 

Item 5

Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

13

Item 6

Selected Financial Data

14

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operation

15

Item 7A

Quantitative and Qualitative Disclosure About Market Risk

16

Item 8

Financial Statements and Supplementary Data

16

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

17

Item 9A

Controls and Procedures

17

Item 9B

Other Information

18

 

PART III

 

Item 10

Directors, Executive Officers, and Corporate Governance

19

Item 11

Executive Compensation

21

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

23 

Item 13

Certain Relationships and Related Transactions and Director Independence

23

Item 14

Principal Accounting Fees and Services

24

 

PART IV

 

Item 15

Exhibits and Financial Statement Schedules

25

 

SIGNATURES

 

26

 

 
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ITEM 1. DESCRIPTION OF BUSINESS

 

Background of the Issuer and Its Predecessor

 

MedBook World, Inc. (“the Company” or “the Issuer” or “MedBook”) was organized under the laws of the State of Delaware on November 17, 2009 as part of the implementation of the Chapter 11 plan of reorganization of AP Corporate Services, Inc. (“AP”).

 

AP was incorporated in the State of Nevada in 1997 and was formed to provide a variety of services to small, entrepreneurial businesses. These services included business planning, market research, accounting advice, incorporation and resident agent services. Between 1997 and 1999 AP’s business focus changed. In addition to providing business services, AP began to own and develop businesses related to the medical professions. In 1999 AP organized MedBook World, LLC with the intent of offering and selling medical books through mail order catalogues and on line. Agreements were entered with various publishers and wholesalers establishing MedBook as a book retailer, but relatively few books were actually sold and all sales agreements terminated prior to AP’s bankruptcy filing in 2008. Progress in developing the business was slow because most of AP’s financial resources were directed at maintaining another subsidiary, Radiology.com, Inc., a Virginia based MRI center. Radiology.com had a significant patient flow and gross revenues but also large loses. Ultimately these losses led to the bankruptcy of AP, to AP’s inability to fully develop the business of MedBook World, and to AP’s loss of its interests in Radiology.com in the bankruptcy.

 

AP filed for Chapter 11 Bankruptcy in September 2008 in the U.S. Bankruptcy Court for the Central District of California. AP’s plan of reorganization was confirmed by the Court and became effective on January 4, 2009. This plan of reorganization provided, among other things, for the incorporation of the Issuer so that shares in it could be distributed to the bankruptcy creditors. The plan also provided for the transfer to the Issuer of any interest which AP and/or MedBook World LLC had in the development of a mail order and on line medical bookseller.

 

Description of Current Business

 

The Company’s officers and directors have determined that the Company lacks the resources to properly develop the business of selling medical books and publications through mail order catalogues and on line. Therefore, the Company’s officers and directors have determined to seek a merger or an acquisition with a larger, better capitalized entity which will accomplish the plan as ordered by the Court: “to enhance the distribution to creditors” and bring greater value to our shareholders. Therefore, as of the date hereof, the Company can be defined as a "shell" company, an entity which is generally described as having no or nominal operations and with no or nominal assets. As a shell company, our purpose at this time, described more fully below, is to negotiate a business agreement or combination with a larger entity which will bring greater value to our shareholders. As of the date hereof, we have not identified any potential merger or acquisition partner.

 

The Company’s officers and directors believe that a potential merger or acquisition target will be a business which seeks the benefits of our shareholder base or status as a reporting issuer. The Company’s sole officer and director will not restrict its search to any specific industry or geographical location. The Company’s officers and directors anticipate that the Company may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

 

We may seek a business opportunity with entities which have recently commenced operations, or which wish to expand into new products or markets, to develop a new product, or to utilize the public marketplace in order to raise additional capital. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our discretion to search for and enter into potential business opportunities.

 

 
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We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky due to general economic conditions, rapid changes in the business environment, and shortages of available capital. The Company’s officers and directors believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act, but this is by no means certain.

 

It is our present intent to continue to comply with all of the reporting requirements under the 1934 Act. The Company’s President and CEO, Frederick DaSilva, has agreed to provide the necessary funds, with nominal interest, for the Company to comply with the 1934 Act reporting requirements. Our officers and directors has not, as of the date hereof, set a maximum dollar amount that he is willing to provide to the Company.

 

 It is anticipated that we will incur nominal expenses in the implementation of the business plan described herein. Because we have no capital with which to pay these anticipated expenses, the Company’s officers and directors will pay these charges with their personal funds, as loans to the Company or as capital contributions. However, if loans, the only opportunity which the sole officer and director have for repayment of these loans will be from a prospective merger or acquisition candidate.

 

Acquisition of Opportunities

 

 The officers and directors of the Company will seek out business combination opportunities through their personal business contacts. Our President regularly attends meetings, with businesses seeking to expand and investors and related professionals (e.g. consultants, accountants, and attorneys) meet in hopes of working together. The officers and directors of the Company will not be limited in their search to these groups but believe that these groups will provide a networking platform from which to seek business combination opportunities.

 

In implementing a structure for a particular business venture, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of an agreement, it is probable that our present officer and director and the shareholders of the Company will no longer be in control of the Company. In addition, and especially if there is a business combination, our directors may, as part of the terms of the acquisition or merger, resign and be replaced by new directors without a vote of our shareholders or may sell their stock in the Company.

 

It is anticipated that any securities issued by our Company in any such reorganization would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. It is anticipated that it will also be a method of taking a private company public known as a "back door" 1934 Act registration procedure.

 

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of verifying revenue and bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

 

 
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It is our present intent that we will not submit a potential merger, acquisition, or similar reorganization to our shareholders for approval. We are incorporated under the laws of Delaware and Delaware’s General Corporation Law, Section 228, provides that “…any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted "Delaware’s General Corporation Law, Section 228, also provides that “Prompt notice of the taking of the corporate action without a meeting… shall be given to those stockholders or members who have not consented in writing…”

 

As of September 30, 2014 the Company’s former President, Daniel Masters, owns 90.09% of our issued and outstanding shares of stock; thus his written consent to a potential merger or acquisition constitutes more than the minimum number of votes necessary to authorize such reorganization under Delaware law. Prompt notice of any such action will be filed with the Securities and Exchange Commission on Form 8-K and also on Forms PREM14C and DEFM14C and copies of these filings will be sent by first class mail, postage pre-paid, to each of our shareholders.

 

 Our present intent is that we will not enter into a business combination agreement with an entity which cannot provide independent audited financial statements at the time of closing of the proposed transaction and supply other information that is normally disclosed in filings with the Securities and Exchange Commission. We are subject to all of the reporting requirements included in the 1934 Act. These rules are intended to protect investors by deterring fraud and abuse in the securities markets through the use of shell companies. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K. In addition, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we are required to include that information that is normally reported by a company in its original Form 10.

 

We do not intend to hire an investment banker, a business broker, or a similar professional specializing in business acquisitions. Once a potential acquisition has been identified we do intend to hire an attorney experienced in business acquisitions to prepare or review the merger or acquisition agreements and documents. Because we have no capital with which to pay legal fees our President, ., has agreed to pay these fees with personal funds, as a loan to the Company or as a capital contribution. However, this is a voluntary agreement; Our President is not contractually obligated to pay this expense.

 

Accounting in the Event of a Business Combination

 

Future business combinations will be recorded in accordance with the FASB Accounting Standards Codification 805 (ASC 805).

 

We have been informed that most business combinations will be accounted for as a reverse acquisition with us being the surviving registrant. As a result of any business combination, if the acquired entity's shareholders will exercise control over us, the transaction will be deemed to be a capital transaction where we are treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded. For accounting purposes, the acquired entity will be treated as the accounting acquirer and, accordingly, will be presented as the continuing entity.

 

Reporting Issuer Status

 

The Company chose to become a reporting company on a voluntary basis because one attraction of the Company as a merger partner or acquisition vehicle will be its status as a public company. In addition, we became a reporting company to enhance investor protection and to provide information if a trading market commences.

 

 
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Only those companies that report their current financial information to the Securities and Exchange Commission, banking, or insurance regulators are permitted to be quoted on the OTC Bulletin Board System.

 

Based upon our proposed future business activities, it is possible that we may be deemed a "blank check" company (see “Risk Factors”). The Securities and Exchange Commission definition of such a company is a development stage company that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, and is issuing "penny stock."

 

A "penny stock" security is any equity security other than a security (i) that is a reported security (ii) that is issued by an investment company (iii) that is a put or call issued by the Option Clearing Corporation (iv) that has a price of $5.00 or more (except for purposes of Rule 419 of the Securities Act of 1933, as amended) (v) that is registered on a national securities exchange (vi) that is authorized for quotation on the NASDAQ Stock Market, unless other provisions of the defining rule are not satisfied, or (vii) that is issued by an issuer with (a) net tangible assets in excess of $2,000,000, if in continuous operation for more than three years or $5,000,000 if in operation for less than three years or (b) average revenue of at least $6,000,000 for the last three years.

 

Our stock will likely be deemed a “penny stock.”

 

ITEM 1A. RISK FACTORS

 

Our business is subject to numerous risk factors, including the following:

 

1. We have no operating history and no revenues or earnings from operations.

 

We have no assets. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business entity. There is no assurance that we can identify such a business entity and consummate such an agreement or combination.

 

2. We may not be able to continue to operate as a going concern.

 

Our auditor has expressed the opinion that we may not be able to continue as a going concern. His opinion letter and the notation in the financial statements indicate that we do not have revenues, significant cash reserves, or other material assets and that we are relying on advances from stockholders, officer and director to meet our limited operating expenses. We may become insolvent if we are unable to pay our debts in the ordinary course of business as they become due.

 

3. Our proposed plan of operation is speculative.

 

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the business opportunity which we identify, if any is identified. While our officers and directors intend to seek business agreement(s) or combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business agreement or combination, of which there can be no assurance, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

 

 
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4. We face intense competition for business combination opportunities.

 

We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be our desirable target candidates. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we have and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.

 

5. We have no agreements for a business combination or licensing transaction and have established no standards for such transactions.

 

We have no arrangement, agreement or understanding with respect to entering into an agreement or engaging in a merger with, joint venture with or acquisition of, a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business transaction. Our officers and directors have not identified any particular business for our evaluation. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business transaction in any form with such business opportunity. Accordingly, we may enter into a business agreement or a business combination with a business having no significant operating history, losses, limited potential or no potential for earnings, limited assets, negative net worth or other negative characteristics.

 

6. Our success is dependent on our officers and directors who have other full time employment, have limited experience, and will only devote limited time (part time) to working for the Company, all of which makes our future even more uncertain.

 

Frederick Da Siva is the President and Chief Executive Officer of the Issuer, and Kenneth Beam our Secretary and Treasurer and Chief Financial Officer of the Issuer. These are the only officers and directors of the Company. Mr. DaSilva will serve without pay while maintaining other employment. As of the date hereof, each is devoting no more than one to five hours per week to the affairs of the Company. Notwithstanding the limited availability of our officers, loss of the services of either officer would adversely affect development of our business and its likelihood of continuing in operation.

 

7. Our officers and directors may have a conflict of interest in selecting a merger or acquisition target because of loans that may be made to our Company.

 

As noted above, the Company’s officers and directors have agreed that they will pay the Company’s anticipated operating expenses with their personal funds, making interest free loans to the Company or capital contributions. If loans are made to the Company, the only opportunity they will have for repayment of these loans will be from a prospective merger or acquisition candidate. This may result in a conflict of interest in selecting a merger candidate as the officers may prefer a candidate which will repay their loans over one which will not.

 

 
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8. The reporting requirements under federal securities law may delay or prevent us from making certain acquisitions.

 

Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"), require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

 

In addition to the audited financial statements, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we will be required to include that information that is normally reported by a company in a Form 10. The time and additional costs that may be incurred by some target entities to prepare and disclose such information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company.

 

9. An acquisition could create a situation wherein we would be required to register under The Investment Company Act of 1940 and thus be required to incur substantial additional costs and expenses.

 

Although we will be subject to regulation under the 1934 Act, our officers and directors believe the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in a business combination that results in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.

 

10. A merger, acquisition, or similar agreement would most likely be exclusive, resulting in a lack of diversification.

 

Our officers and directors anticipate that the Company may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

 

11. Our officers and directors most likely will not remain after we complete a business combination or will have little power to influence the direction of business development.

 

A business combination will, in all likelihood, result in management of the acquired business determining the timing and funding of our development. Our officers and directors will have little to do except monitor business activity, if they remain in management at all. A business combination involving the issuance of our Common Stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in us. Any such business combination may require our officers and directors to sell or transfer all or a portion of the Company's Common Stock held by them, and/or resign as members of the Board of Directors. The resulting change in our control could result in removal of one or both present officer and director and a corresponding reduction in or elimination of their participation in our future affairs.

 

12. If we do any business combination, each shareholder will most likely hold a substantially lesser percentage ownership in the Company.

 

If we enter a business combination with a private concern, that, in all likelihood, would result in the Company issuing securities to shareholders of any such private company. The issuance of our previously authorized and unissued stock would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in our control or in our management.

 

 
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13. As a shell company, we face substantial additional adverse business and legal consequences if we enter a business combination.

 

We may enter into a business combination with an entity that desires to establish a public trading market for its shares. A business opportunity may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with us. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, conditions and restrictions imposed by underwriters, and the costs to comply with various state (“Blue Sky”) securities laws.

 

On June 29, 2005, the Securities and Exchange Commission adopted final rules amending the Form S-8 and the Form 8-K for shell companies like us. The amendments expand the definition of a shell company to be broader than a company with no or nominal operations/assets or assets consisting of cash and cash equivalents. The amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor), under certain circumstances, and revise the Form 8-K to require a shell company to include current Form 10 information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. This initial filing must be made within four days of the acquisition and the Form 8-K filing may be reviewed by the Securities and Exchange Commission. The prospects of certain disclosures, or the lack of the ability to issue securities using a Form S-8, or the requirement of audited financial statements, or the unwillingness to assume the significant costs of compliance, may make an otherwise appropriate acquisition target unwilling to enter a business combination with us.

 

14. The requirement of audited financial statements may disqualify some business opportunities seeking a business combination with us.

 

Our officer and director believe that any potential business combination opportunity must provide audited financial statements for review, for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements.

 

15. One of our former officers is also a principal shareholder and he will be able to approve all corporate actions without shareholder consent and will control our Company.

 

Our principal shareholder, Frederick Da Silva, currently owns approximately 90.09% of our Common Stock. Because of this, he will have the controlling vote in all matters requiring approval by our shareholders, but not requiring the approval of the minority shareholders. In addition, he is now the Company’s President and one of its officers and directors. Because he is the majority shareholder, he will be able to elect all of the members of our board of directors, allowing him to exercise significant control of our affairs and management. In addition, he may transact corporate business requiring shareholder approval, including approval of the acquisition of, or merger with, an operating company, by written consent, without soliciting the votes of other shareholders.

 

16. Our Common Stock may never be publicly traded and holders may have no ability to sell their shares.

 

There is no established public trading market for our shares of Common Stock, and there is no assurance that our Common Stock will be actively traded on the OTC Bulletin Board or in any other trading system in the future.

 

There can be no assurance that a market for our Common Stock will be established or that, if established, a market will be sustained. Therefore, if you purchase our Common Stock you may be unable to sell the shares. Accordingly, you should be able to bear the financial risk of losing your entire investment.

   

Only market makers can apply to quote securities. A market maker who desires to initiate quotations in the OTC Bulletin Board system must complete an application (Form 211) (unless an exemption is applicable) and by doing so, will have to represent that it has satisfied all applicable requirements of the Securities and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority ("Finra") Bylaws. The OTC Bulletin Board will not charge us a fee for being quoted on the service. Finra rules prohibit market makers from accepting any remuneration in return for quoting issuers' securities on the OTC Bulletin Board or any similar medium. Finra will review the market maker's application (unless an exemption is applicable).

 

 
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If cleared, it cannot be assumed by any investor that any federal, state or self-regulatory requirements other than certain Finra rules and Rule 15c2-11 have been considered by Finra. Furthermore, the clearance should not be construed by any investor as indicating that Finra, the Securities and Exchange Commission, or any state securities commission has passed upon the accuracy or adequacy of the documents contained in the submission.

 

The OTC Bulletin Board is a market maker or dealer-driven system offering quotation and trading reporting capabilities - a regulated quotation service - that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting market makers or dealers in stocks.

 

17. If our Common Stock does not meet blue sky resale requirements, certain shareholders may be unable to resell our Common Stock.

 

The resale of Common Stock must meet the blue sky resale requirements in the states in which the proposed purchasers reside. If we are unable to qualify the Common Stock and there is no exemption from qualification in certain states, the holders of the Common Stock or the purchasers of the Common Stock may be unable to sell them.

 

18. Our shareholders may face significant restrictions on the resale of our Common Stock due to state "blue sky" laws or if we are determined to be a "blank check" company.

 

There are state regulations that may adversely affect the transferability of our Common Stock. We have not registered our Common Stock for resale under the securities or "blue sky" laws of any state. We may seek qualification or advise our shareholders of the availability of an exemption. We are under no obligation to register or qualify our Common Stock in any state or to advise the shareholders of any exemptions.

 

Current shareholders, and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that there might be significant state restrictions upon the ability of new investors to purchase the Common Stock.

 

Blue sky laws, regulations, orders, or interpretations place limitations on offerings or sales of securities by "blank check" companies or in "blind-pool" offerings, or if such securities represent "cheap stock" previously issued to promoters or others. Our majority shareholder, because he received stock at a price of $.0001 for each share, may be deemed to hold "cheap stock." These limitations typically provide, in the form of one or more of the following limitations, that such securities are:

 

(a)Not eligible for sale under exemption provisions permitting sales without registration to accredited investors or qualified purchasers;

 

 

(b)Not eligible for the transaction exemption from registration for non-issuer transactions by a registered broker-dealer;

 

 

(c)Not eligible for registration under the simplified small corporate offering registration (SCOR) form available in many states;

 

 

(d)Not eligible for the "solicitations of interest" exception to securities registration requirements available in many states;

 

 

(e)Not permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.

 

 
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Virtually all 50 states have adopted one or more of these limitations, or other limitations or restrictions affecting the sale or resale of stock of blank check companies or securities sold in "blind pool" offerings or "cheap stock" issued to promoters or others. Specific limitations on such offerings have been adopted in:

 

Alaska

Nevada

Tennessee

Arkansas

New Mexico

Texas

California

Ohio

Utah

Delaware

Oklahoma

Vermont

Florida

Oregon

Washington

Georgia

Pennsylvania

 

Idaho

Rhode Island

 

Indiana

South Carolina

 

Nebraska

South Dakota

 

Any secondary trading market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or where the shares have been registered.

 

We do not have any legal opinions as it relates to whether we are a blind pool or blank-check company. The Securities and Exchange Commission have adopted a rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies. Certain jurisdictions may have definitions that are more restrictive than Rule 419. We have been informed that the Securities and Exchange Commission has cautioned that "it will scrutinize registered offerings for attempts to create the appearance that the registrant... has a specific business plan, in an effort to avoid the application of Rule 419." Provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, relating to an offering by a blank-check company. We have never filed a registration statement under the Securities Act of 1933, as amended.

 

 If we are later determined to be a so-called "blank check" company, it would be necessary for the Company to file a registration statement under the Securities Act of 1933, as amended, prior to the resale of the Common Stock, unless there exists a transactional or security exemption for such sale under the Securities Act of 1933, as amended or under Title 11 of the U.S. Code. Current shareholders and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that we are under no obligation to register the shares on behalf of our shareholders under the Securities Act of 1933, as amended.

 

The Company's officer, director and majority shareholder have expressed their intentions not to engage in any transactions with respect to the Company's Common Stock except in connection with or following a business combination resulting in us no longer being defined as a blank check issuer. Any transactions in our Common Stock by said shareholders will require compliance with the registration requirements under the Securities Act of 1933, as amended.

 

 
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19. Our Common Stock will be subject to significant restriction on resale due to federal penny stock restrictions.

 

The Securities and Exchange Commission has adopted rules that regulate broker or dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market.

 

The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The penny stock rules also require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

 

These disclosure requirements will have the effect of reducing the level of trading activity in any secondary market for our stock, and accordingly, shareholders of our Common Stock will find it difficult to sell their securities, if at all.

 

ITEM 2. PROPERTIES

 

We presently utilize office space at 28562 Oso Parkway, Unit D, Rancho Santa Margarita, CA. 92688. This space is provided to the Company by our president on a rent free basis, and it is anticipated that this arrangement will continue for the next twelve months or until a merger target is identified, whichever occurs sooner.

 

ITEM 3. LEGAL PROCEEDINGS

 

There is no litigation, pending or threatened, by or against the Company.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to a vote of security holders during the period ended September 30, 2014.

 

 
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PART II

 

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

There is no trading market for our Common Stock at present and there has been no trading market since inception. We do have a trading symbol however there is no posted quote and no trades have taken place.

 

Holders

 

As of September 30, 2014, there were approximately 96 stockholders of record holding our common stock.

 

Dividends

 

We have never paid a dividend on our common stock and we do not intend to pay a dividend in the foreseeable future. We have had no earnings from which to pay dividends to date and we anticipate that there will be no earnings prior to a business combination and possibly no earnings after a business combination.

 

Recent Sales of Unregistered Securities

 

(a) Securities issued in bankruptcy.

 

On November 17, 2009 1,085,000 shares of our common stock were distributed to 93 shareholders by order of the U.S. Bankruptcy Court for the Central District of California as part of the confirmed Plan of Reorganization of AP Corporate Services, Inc. (the “Debtor”).

 

The Court ordered the incorporation of the Issuer, the assignment to it of plans to establish a publication retailer, and ordered the Issuer’s securities to be distributed to creditors of the Debtor in partial satisfaction of their claims against the Debtor and in order to enhance the creditors’ opportunity for recovery.

 

Also on November 17, 2009 5,000,000 warrants to purchase shares of our common stock were distributed to creditors of the Debtor as part of the confirmed Plan of Reorganization. The warrants consist of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $5.00. All warrants are currently exercisable. They were originally due to expire on January 4, 2014, however on 2014. the Board of Directors voted to extend them for three years to January 4, 2017.

 

The issuance of the 1,085,000 shares of common stock and the 5,000,000 warrants to purchase a total of 5,000,000 shares of common stock were issued in exchange for claims against the estate of AP Corporate Services, Inc. and were exempt from registration under the Securities Act of 1933, as amended, because they were issued under section 1145 of the Bankruptcy Code (Title 11 of the U.S. Code). In addition, we may have also relied upon section 3(a)(7) of the Securities Act of 1933 as a transaction ordered by a court as part of a bankruptcy reorganization.

 

 
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(b) Securities issued in a private placement.

 

On November 17, 2009 the Company issued 10,065,000 restricted shares of its common stock to its sole officer and its attorney, all at par value (0.0001 per share) for total consideration of $1,007. We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuance. We believed that Section 4(2) was available because:

 

- The issuance involved no underwriter, underwriting discounts or commissions;

- We placed restrictive legends on all certificates issued;

- No sales were made by general solicitation or advertising;

- Sales were made only to accredited investors.

 

In connection with the above transactions, we provided the following to the investor:

 

- Access to all our books and records.

- Access to all material contracts and documents relating to our operations.

- The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

 

Stock Splits

 

We have never authorized a forward stock split or reverse stock split.

 

Repurchases

 

We have never repurchased any shares of our common stock, nor were any repurchases made on our behalf, nor have any future repurchases been authorized.

 

ITEM 6. SELECTED FINANCIAL DATA

 

The following balance sheet data and statement of operations data for the periods ended September 30, 2014 and 2013 were derived from our audited financial statements. Our audited financial statements for those periods and the notes thereto appear elsewhere herein.

 

 
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The data should be read in conjunction with the annual financial statements, related notes, and other financial information appearing elsewhere herein.

 

 

 

Sept 30, 2014

 

 

Sept 30, 2013

 

Statement of Operations Data

 

 

 

 

 

 

Revenues

 

 

0

 

 

 

0

 

Expenses

 

 

47,637

 

 

 

53,653

 

(Net Loss)

 

 

(47,637)

 

 

(53,653)

Loss per share

 

 

 

 

 

 

 

 

Basic & Diluted

 

 

(0.0052)

 

 

(0.048)

 

 

 

 

 

 

 

 

 

Balance Sheet Data

 

 

 

 

 

 

 

 

Cash

 

 

175

 

 

 

34,806

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

175

 

 

 

89,759

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

216,671

 

 

 

204,565

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

(216,096)

 

 

(114,806)

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis is intended to help you understand our financial condition and results of operations for the periods ended September 30, 2014 and September 30, 2013. You should read the following discussion and analysis together with our audited financial statements and the notes to the financial statements included under Item 8 in this report. Our future financial condition and results of operations will vary from our historical financial condition and results of operations described below based on a variety of factors. You should carefully review the risks described under Item 1A and elsewhere in this report, which identify certain important factors that could cause our future financial condition and results of operations to vary.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of September 30, 2014 we had assets of $175 (all cash) and liabilities of $216,271 and we had an accumulated deficit of $282,441. As of September 30, 2013 we had assets of $34,806 (all cash) and liabilities of $203,265 and we had an accumulated deficit of $168,459 Our only expenses in 2014, and thus our entire loss, was a result of professional, general, and administrative expenses which totaled $49,631 Our only expenses in 2013 and thus our entire loss for that year, was also a result of professional, general, and administrative expenses which totaled $52,953 Our increase in liabilities from $203,265 in 2013 to $216,271 in 2014 resulted from an increase in . loans. Our primary liabilities are loans from shareholders which total $215,379 the loans are either interest-free or have a nominal interest rate (5%) and due on demand upon giving 30 days notice to the Company. We will, in all likelihood, sustain continued operating expenses without corresponding revenues, at least until the closing of a merger with or acquisition of an operating business, and we will continue to depend upon shareholders, officers, and directors to make loans to the Company to meet any costs that may occur. All such advances will be interest-free.

 

 
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RESULTS OF OPERATIONS

 

The Company has no current operations and does not have any revenues or earnings from operations. Moreover, the Company has had no operations and no revenues since its inception on November 17, 2009, and no operations will develop unless and until the Company is successful in its plan to merge with or acquire an operating business.

 

GOING CONCERN.

 

The accompanying financial statements are presented on a going concern basis. The company's financial condition raises substantial doubt about the Company's ability to continue as a going concern. The Company does not have cash or other material assets nor does it have any operations or revenues from operations. It is relying on advances from stockholders, officer and director to meet its limited operating expenses.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

The Company has no contractual obligations.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Management believes that the Company bears no direct market risk. The Company holds no debt or equity securities, no foreign currencies, and has no credit facility. Management of the Company has agreed to extend loans to the Company as needed to meet obligations, however these will be interest free. The Company has not made any sales, purchases, or commitments with foreign entities which would expose it to currency risks.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

MedBookWorld, Inc.’s financial statements appear at the end of this Form 10-K; they consist of:

 

 

i.Reports Of Independent Registered Public Accounting Firms

 

ii.Balance Sheets

 

iii.Statement of Operations

 

iv.Statement of Changes in Stockholders’ Equity

 

v.Statement of Cash Flows

 

vi.Notes to Financial Statements

 

 
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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, 2014). 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, 2014, 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.

 

 
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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.

 

 
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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 

The current members of our board of directors are as follows:

 

Name of Director:

Frederick DaSilva

 

Age:

54

 

Year First Became a Director:

Member since 2014

 

 

 

 

Name of Director:

Kenneth Beam

 

Age:

44

 

Year First Became a Director:

Member since September 2016

 

 

The current executive officers of the Company are as follows: 

 

Name of Officer: Frederick DaSilva

 

Age:54

 

Position: President and CEO, Secretary, Treasurer, and CFO

 

Officer since:

 

December 2014.

 

 

 

 

Name of Officer:Kenneth Beam

 

Age:44

 

Position:Secretary, Treasurer, and CFO

 

Officer since:

 

September 2016

 

 

Principal Occupations During at Least the Past Five Years and  Certain Directorships

 

Frederick DaSilva

 

Mr. DaSilva holds a business diploma in Finance and Marketing, and for the last five years has been directly involved in raising investment capital for several companies in the Mining and natural resource sector, ranging from start-up companies to emerging public companies. From February 2013 to present Mr. DaSilva has been and continues to be an officer and Director of Centor Energy, Inc. and from May 2013 to February 2014 Mr. DaSilva was an officer of BrightRock Gold Corp. and from March 2014 to Present Mr. DaSilva has been President and a director of National Asset Recovery Corp.

 

 
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Kenneth Beam

 

Kenneth J. Beam, Certified Public Accountant is the Principal and Manger of Kenneth J. Beam, CPA P.C., a full-service Certified Public Accounting and Consulting Firm in located in Boone, North Carolina. Kenneth is responsible for all operations of the company and all services provided to a wide variety of clientele across the United States. Areas of practice include, but are not limited to: internal and external financial reporting, advanced taxation, auditing, compliance, internal control assessment, representation, and CFO services.

 

Mr. Beam possesses extensive operational and financial experience with both private and public companies with over twenty-two years in the accounting profession. Mr. Beam has performed investigative audits throughout the United States, Canada, and South America that have resulted in numerous discoveries of fraud.

 

As a Certified Public Accountant, Mr. Beam is responsible for overall financial management, financial reporting and transparency, advanced taxation and long-range planning, and Sarbanes-Oxley compliance. The services provided ensure efficient, timely, and transparent financial disclosures and regulatory compliance. In addition, Mr. Beam leads both start-up and established organizations through mergers, acquisitions, and dispositions as a function of corporate development.

 

On or about August 22, 2016 Kenneth Beam CPA became an officer of Inolife Technologies in the capacity of CFO and Treasurer.

 

Code of Ethics.

 

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, and persons performing similar functions. The code of ethics will be posted on the investor relations section of the Company's website in the event that we develop a website. At such time as we have posted the code of ethics on our website, we intend to satisfy the disclosure requirements under Item 10 of Form 8-K regarding any amendment to, or waiver from, a provision of the code of ethics by posting such information on the website.

 

Audit Committee.

 

 Our board of directors has not established an audit committee. In addition, we do not have a compensation committee or executive committee or similar committees. We will not, in all likelihood, establish an audit committee until such time as the Company generates a positive cash flow of which there can be no assurance.

 

We recognize that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.

 

Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors of matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

 

 
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Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

 

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended September 30, 2014, Forms 5 and any amendments thereto furnished to us with respect to the year ended September 30, 2014, and the representations made by the reporting persons to us, we believe that during the year ended September 30, 2014, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities have not complied with all Section 16(a) filing requirements.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

Summary Compensation Table 

 

Name and

Principal

Position

 

Fiscal

Year

Ended

6/30

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive

Plan

Compensation

($)

 

 

Change in
Pension
Value and

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel Masters

President, CEO, Secretary,

 

2014

 

 

20,000

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

Treasurer and Director

 

2013

 

 

24,000

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anthony Turnbull CFO

 

2014

 

 

4,000

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

and Director

 

2013

 

 

6,000

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

 

-0-

 

 

Narrative Disclosure to Summary Compensation Table

 

During the year ended September 30, 2014 our former Chief Executive Officer received cash compensation totaling $20,000 for the services he provided to the Company. During the same period our Chief Financial Officer received cash compensation totaling $4,000 for the accounting and financial services he provided to the Company. Compensation to these individuals is expected to continue at approximately the same level during the coming year. Our officers and directors received stock as compensation for services and reimbursement for past expenses in 2009 and 2010. There are no agreements in place or contemplated at this time to provide stock compensation to our directors or officers in the future. We have no retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our officers, directors, or employees, and we have no employees at this time.

 

 
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Outstanding Equity Awards at Fiscal Year-End

 

No executive officer received any equity awards, or holds exercisable or un-exercisable options, as of the year ended September 30, 2014

 

Option Exercises

 

In fiscal 2014 and 2013, none of our Named Executive Officers exercised any options to purchase shares of our common stock.

 

Pension Benefits

 

We do not have any plan that provides for payments or other benefits at, following, or in connection with the retirement of any of our employees.

 

Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

 

We do not have any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

 

Potential Payments upon Termination or Change in Control

 

We do not have any contract, agreement, plan or arrangement that provides for any payment to any of our Named Executive Officers at, following, or in connection with a termination of the employment of such Named Executive Officer, a change in control of the Company or a change in such Named Executive Officer’s responsibilities.

 

Long-Term Incentive Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

 

Compensation Committee

 

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

 

Employment Contracts

 

We currently do have an employment contract with our officer that have been executed to the year ended September 30, 2014.

  

Stock Option Grants

 

We did not grant any stock options to the executive officers or directors during our most recently completed fiscal year ended September 30, 2014, and we have not granted any stock options since our inception.

 

Compensation Arrangements

 

As of September 30, 2016 we currently have no employment contracts with our officers that have been executed subsequent to the year ended September 30, 2014. Pursuant to SAB topic 1:B(1) and the last paragraph of SAB 5:T, we are required to report all costs of conducting our business.

 

Accordingly, we record the fair value of contributed executive services provided to us at no cost as compensation expense, with a corresponding increase to additional paid-in capital, in the year which the services are provided. We do currently do not have any agreements for the compensation of our consultants.

 

 
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information as of September 30, 2014 regarding the beneficial ownership of our common stock (i) by each person known by the Company to be the beneficial owner of more than five percent of the outstanding common stock, (ii) by each director of the Company, (iii) by each executive officer of the Company and (iv) by all executive officer and director of the Company as a group.

 

Name and Address of Beneficial Owner

 

Title of Class

 

Amount and Nature of Beneficial

Ownership(1)

(#)

 

 

Percent of Class

(%)

 

 

 

 

 

 

 

 

 

 

Frederick DaSilva

28562 Oso Parkway, Unit D, Rancho

Santa Margarita, CA. 92688

 

Common

 

 

10,045,000

 

 

 

90.09%

Anthony Turnbull

1150 Silverado, Ste 204

La Jolla, CA 92037

 

Common

 

 

10,000

 

 

 

0.09%

All Persons as a Group (2 Persons)

 

Common

 

 

10,055,000

 

 

 

90.18%

__________

 

1.The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.

 

 

 

 

2.Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

 

 

 

 

3.Percentages are based on 11,150,000 shares of Common stock outstanding as of September 30, 2014.

 

The remaining 1,085,000 shares of the Company's outstanding common shares are held by 94 persons, no one of which is known to be the beneficial owner of five percent (5%) or more of the Company’s common shares. There are, as of the date hereof, a total of 11,150,000 common shares issued and outstanding.

  

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

On March 1, 2010 the former president and majority shareholder of the Company, Daniel Masters, purchased 9,990,000 shares of our stock from our former president and majority shareholder Kenneth Barton. On November 17, 2009 Mr. Barton had acquired 10,000,000 shares from the Company, Mr. Masters had acquired 55,000 shares from the Company, and Anthony Turnbull acquired 10,000 shares from the Company. These transactions were all at par value ($0.0001 per share) for total value of $1,007.

 

In December 2014 Frederick DaSilva our current President and CEO purchased 10,045,000 Common shares of our stock from our former president and majority shareholder Daniel Masters.

 

There were no further reportable transactions with related persons during fiscal 2014 or 2013.

 

 
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Kenne Ruan, CPA audited the Company’s financial statements for the years ended September 30, 2014 and 2013.

 

The following table sets forth the aggregate fees billed to the Company by Kenne Ruan CPA for 2013 and by Kenne Ruan CPA for 2014:

 

 

 

Year Ended

September 30,

2014

 

 

Year Ended

September 30,

2013

 

 

 

 

 

 

 

 

 

 

Audit fees

 

$5,400

 

 

$4,100

 

Audit-related fees

 

$

 

 

$

 

Tax fees

 

$0

 

 

$0

 

All other fees

 

$0

 

 

$0

 

Total

 

$5,400

 

 

$4,100

 

 

Audit Fees

 

During the fiscal year ended September 30, 2014, we incurred approximately $5,400 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended September 30, 2014

 

During the fiscal year ended September 30, 2013 we incurred approximately $4,100 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended September 30, 2013.

 

Audit-Related Fees

 

The aggregate fees billed during the fiscal years ended September 30, 2014 and 2013 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.

 

Tax Fees

 

The aggregate fees billed during the fiscal years ended September 30, 2014and 2013 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.

 

All Other Fees

 

The aggregate fees billed during the fiscal year ended September 30, 2014and 2013 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0.

 

The Board of Directors acts as the Audit Committee. The Board pre-approves the engagement of accountants to render all audit services for the Company, as well as any changes to the terms of the engagement. The Board will also pre-approve all non-audit related services proposed to be provided by the Company’s independent registered public accounting firm. The Board reviews the terms of the engagement, a description of the engagement and a budget for the engagement.

 

 
24
Table of Contents

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The following documents are filed herewith as part of this report:

 

No.

Description

 

 

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

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101

 

The following materials from the Company’s Annual Report on Form 10-K for the year ended September 30, 2014, formatted in XBRL (extensible Business Reporting Language); (i) Balance Sheets at September 30, 2014 and September 30, 2013, (ii) Statement of Operations for the years ended September 30, 2014 and 2013, (iii) Statement of Changes in Stockholders’ Equity since Inception, (iv) Statement of Cash Flows for the years ended September 30, 2014 and 2013, and (v) Notes to Financial Statements.

 

 
25
Table of Contents

 

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.

 

 

MEDBOOK WORLD, INC.

    
Date: October 26, 2016 By:/s/ Frederick DaSilva

 

 

Frederick DaSilva

 
  President, Chief Executive Officer and Director 

 

 
26
Table of Contents

 

FINANCIAL STATEMENTS

 

i.Reports Of Independent Registered Public Accounting Firms

F-2

ii.Balance Sheets

F-3

iii.Statement of Operations

F-4

iv.Statement of Changes in Stockholders’ Equity

F-5

v.Statement of Cash Flows

F-6

vi.Notes to Financial Statements

F-7

 

 
F-1
Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and
Stockholders of Medbook World Inc.

 

We have audited the accompanying balance sheets of Medbook World Inc. as of September 30, 2014 and 2013, and the related statements of income, stockholders’ deficit, and cash flows for each of the years in the two-year period ended September 30, 2014. Medbook World Inc.’s management is responsible for these financial statements. 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). 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 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Medbook World Inc. as of September 30, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that Medbook World Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, Medbook World Inc. has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Kenne Ruan, CPA, P.C

Woodbridge, Connecticut

October 26, 2016

 

 
F-2
Table of Contents

 

MEDBOOK WORLD, INC.

BALANCE SHEETS

 

 

 

As of

 

 

As of

 

 

 

Sept. 30, 2014

 

 

Sept. 30, 2013

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$175

 

 

$34,806

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$175

 

 

$34,806

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

$600

 

 

$

3,200

 

Due to Related Party

 

 

15,606

 

 

 

Note Payable

 

$200,065

 

 

$200,065

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

$216,271

 

 

$203,265

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Preferred stock, $.0001 par value 20,000,000 shares authorized, no shares issued or outstanding

 

$-

 

 

$-

 

Common stock, $.0001 par value  100,000,000 shares authorized, 11,150,000 shares issued and outstanding as of 9/30/2014 and 9/30/2013

 

$1,115

 

 

$1,115

 

Additional paid in capital

 

$65,230

 

 

$65,230

 

Deficit accumulated during the development stage

 

$(282,441)

 

$(234,804)

 

 

 

 

 

 

 

 

 

Total Shareholders' Deficit

 

$(216,096)

 

$(168,459)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT

 

$175

 

 

$34,806

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-3
Table of Contents

 

MEDBOOK WORLD, INC.

STATEMENT OF OPERATIONS

 

 

 

Year Ended

 

 

Year Ended

 

 

 

Sept. 30, 2014

 

 

Sept. 30, 2013

 

 

 

 

 

 

 

 

Revenue

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

General and Administrative Expenses

 

$47,324

 

 

$53,653

 

Total Operating Expenses

 

$47,324

 

 

$53,653

 

 

 

 

 

 

 

 

 

 

Other Expenses

 

 

 

 

 

 

 

 

Interest expense

 

$313

 

 

 

 

 

Net Loss

 

$(47,637)

 

$(53,653)

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings

 

 

 

 

 

 

 

 

Loss per Share

 

 

(0.004)

 

 

(0.005)

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding

 

 

11,150,000

 

 

 

11,150,000

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-4
Table of Contents

 

MEDBOOK WORLD, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

September 30, 2013 and Sept. 30, 2014

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Loss

 

 

Stockholders

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Accumulated

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance October 1, 2012

 

 

11,150,000

 

 

 

11,115

 

 

 

65,230

 

 

 

(181,151)

 

 

(114,806)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ended Sept. 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

$(53,653)

 

$(53,653)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, Sept 30, 2013

 

 

11,150,000

 

 

$1,115

 

 

$65,230

 

 

$(234,806)

 

$(168,459)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ended Sept. 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

$(47,637)

 

$(47,637)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, Sept 30, 2014

 

 

11,150,000

 

 

$1,115

 

 

$65,230

 

 

$(282,441)

 

$(216,096)

 

The accompanying notes are an integral part of these financial statements.

 

 
F-5
Table of Contents

 

MEDBOOK WORLD INC.

STATEMENTS OF CASH FLOWS

 

 

 

Year Ended

 

 

Year Ended

 

 

 

Sept. 30, 2014

 

 

Sept. 30, 2013

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(47,637)

 

$(53,653)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operations

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in accounts payable

 

$(2,600)

 

$700

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

$-

 

Imputed interest

 

$-

 

 

 

 

 

Accrued interest and other Related Party Payable

 

$606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash used in operations

 

$(49,631)

 

$(52,953)

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from Related Party Loans

 

$15,000

 

 

 

 

 

Repayment of Loans

 

$-

 

 

$(2,000)

Net cash provided by financing activities

 

$15,000

 

 

$(2,000)

Net increase (decrease)

 

$(34,631)

 

$(54,953)

Cash beginning of period

 

$34,806

 

 

$89,759

 

Cash end of period

 

$175

 

 

$34,806

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income taxes paid

 

$-

 

 

$-

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-6
Table of Contents

  

MEDBOOK WORLD, INC.

 

Notes to Financial Statements

September 30, 2014

 

NOTE 1. NATURE AND BACKGROUND OF BUSINESS

 

MedBook World, Inc. (“the Company” or “the Issuer”) was organized under the laws of the State of Delaware on November 17, 2009. The Company was established as part of the Chapter 11 reorganization of AP Corporate Services, Inc. (“AP”). Under AP’s Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company was incorporated to: (1) receive and own any interest which AP had in the development of a mail order and on line medical bookseller; and (2) issue shares of its common stock to AP’s general unsecured creditors, to its administrative creditors, and to its shareholders.

 

Management believes the Company lacks the resources to effectively develop such a bookseller on its own at this time and is therefore engaged in a search for a strategic business partner or a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders. The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a. BASIS OF ACCOUNTING

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.

 

b. BASIC EARNINGS PER SHARE

 

The Company computes net income (loss) per share in accordance with the FASB Accounting Standards Codification (“ASC”). The ASC specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

 

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. The equity instruments such as 5,000,000 warrants were not included in the loss per share calculations because the inclusion would have been anti-dilutive.

 

c. ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

d. CASH and CASH EQUIVALENTS

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. As of September 30, 2014 and 2013, the Company had no cash equivalents.

 

 
F-7
Table of Contents

 

e. STOCK-BASED COMPENSATION

 

The Company records stock-based compensation in accordance with the FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

 

f. INCOME TAXES

 

Income taxes are provided in accordance with the FASB Accounting Standards Classification. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

g. RECENT ACCOUNTING PRONOUNCEMENTS

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted.

 

The Company adopted ASU 2014-10 during the years since January 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.

 

In January 2015, FASB issued Accounting Standards Update (ASU) No. 201501 Income Statement – Extraordinary and Unusual Items, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary (even if they ultimately would conclude it is not). This also alleviates uncertainty for preparers, auditors, and regulators because auditors and regulators no longer will need to evaluate whether a preparer treated an unusual and/or infrequent item appropriately. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted.

 

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim periods within those fiscal years.

 

 
F-8
Table of Contents

 

The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP.

 

The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements.

 

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.

 

The Company sustained operating losses during the years ended September 30, 2014 and 2013. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The officer and director have committed to advancing certain operating costs of the Company.

 

Management plans to seek a strategic partner to assist in the development of the book sales business, or a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders. Management has yet to identify any of these and there is no guarantee that the Company will be able to identify such opportunities in the future.

 

NOTE 3. GOING CONCERN

 

The Company sustained operating losses during the years ended September 30, 2014 and 2013. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The officer and director have committed to advancing certain operating costs of the Company.

 

Management plans to seek a strategic partner to assist in the development of the book sales business, or a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders. Management has yet to identify any of these and there is no guarantee that the Company will be able to identify such opportunities in the future.

 

 
F-9
Table of Contents

 

NOTE 4. STOCKHOLDERS' EQUITY

 

Common Stock

 

The authorized share capital of the Company consists of 100,000,000 shares of common stock with $0.0001 par value, and 20,000,000 shares of preferred stock also with $0.0001 par value. No other classes of stock are authorized.

 

The Company’s first issuance of common stock, totaling 1,085,000 shares, took place on November 17, 2009 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. (“AP”). The Court ordered the distribution of shares in MedBook World, Inc. to all general unsecured creditors of AP, with these creditors to receive their pro rata share (according to amount of debt held) of a pool of 80,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all shareholders of AP, with these shareholders to receive their pro rata share (according to number of shares held) of a pool of 5,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all administrative creditors of AP, with these creditors to receive one share of common stock in the Company for each $0.10 of AP’s administrative debt which they held. The value of these shares was calculated by the intrinsic value. AP has a total claim of $743,449 by the unsecured creditors and $80,000 cash were settled at the date of liquidation. The remaining claims were settled by the issuance of common stock and warrants issued per court order. The Company allocates the remaining claims at $663,449 to ten different companies or $66,345 were allocated to the common stock and warrants issued per court order.

 

The Court also ordered the distribution of warrants in the Company to all administrative creditors of AP, with these creditors to receive five warrants in the Company for each $0.10 of AP’s administrative debt which they held. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $5.00. All warrants are exercisable at any time prior to January 4, 2014. This warrant distribution also took place on November 17, 2009.

 

Also on November 17, 2009 the Officers of the Company and the Company’s counsel acquired a total of 10,065,000 common shares as founders shares and it is recorded as a discount to common stock.

 

As a result of these issuances there were a total 11,150,000 common shares issued and outstanding, and a total of 5,000,000 warrants to acquire common shares issued and outstanding, at November 17, 2009 and also at September 30, 2014.

 

Preferred Stock: The authorized share capital of the Company includes 20,000,000 shares of preferred stock with $0.0001 par value. As of September 30, 2014 no shares of preferred stock had been issued and no shares of preferred stock were outstanding.

 

 
F-10
Table of Contents

 

NOTE 5 - EARNINGS PER SHARE

 

The computation of earnings (loss) per share for the period ended September 30, 2014 is as follows:

 

INCOME/LOSS PER COMMON SHARE, BASIC

 

 

 

 

 

 

 

Numerator

 

 

 

Net income (loss)  

 

$(47,637)

 

 

 

 

 

Denominator

 

 

 

 

Weighted-average shares

 

 

11,150,000

 

 

 

 

 

 

Net loss per common share   

 

$(0.0043)

 

As of September 30, 2014 there were 5,000,000 shares issuable upon exercise of warrants, however the exercise prices are such that issuance of these shares would be non-dilutive. Thus diluted earnings per share were the same as basic earnings per share at all times.

 

NOTE 6. INCOME TAXES

 

The items accounting for the difference between income taxes computed at the federal statutory rate and the benefit for income taxes were as follow:

 

 

 

 

September 30,

2014

 

 

September 30,

2013

 

Provision computed at federal statutory rate

 

 

34.00%

 

 

34.00%

State tax, net of federal tax benefit

 

 

0.00%

 

 

0.00%

Valuation allowance

 

 

-34.00

%

 

 

-34.00

%

Effective income tax rate

 

 

0.00%

 

 

0.00%

 

Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. The following summarizes the deferred tax assets as of September 30, 2014 and September 30, 2013:

 

 

 

September 30,

2014

 

 

September 30,

2013

 

Net operating losses

 

$47,637

 

 

$53,653

 

Less: valuation allowance

 

 

(47,637)

 

 

(53,653)

Net deferred tax asset                            .

 

 

-

 

 

 

-

 

 

 
F-11
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Due to a potential change in ownership under IRC 382, the amount of net operating loss that the Company may utilize in a future year may be limited under IRC Section 382.

 

The Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by a valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not.

 

The Company considers many factors when assessing the likelihood of future realization of our deferred tax assets, including recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carry-forward periods available to us for tax reporting purposes, and other relevant factors.

 

At September 30, 2014, based on the weight of available evidence, including cumulative losses in recent years and expectations of future taxable income, the Company determined that it was more likely than not that its deferred tax assets would not be realized. Accordingly, the Company has recorded a valuation allowance equivalent to 100% of its cumulative deferred tax assets.

 

As a result of the implementation of certain provisions of ASC 740 the Company performed an analysis of its previous tax filings and determined that there were no positions taken that it considered materially uncertain. Therefore, there was no provision for uncertain tax positions for the years ended September 30, 2014 and 2013. Future changes in uncertain tax positions are not expected to have an impact on the effective tax rate due to the existence of the valuation allowance.

 

NOTE 7. RELATED PARTY TRANSACTIONS

 

On May 7th, 2014 the Company received advances in the amounts of $15,000 and $293 from a related party to cover customary expenses. Advances during the fiscal year ended September 30, 2014 totaled $15,606 which bears a 5% interest rate and is due upon demand giving 30 days notice. This advance and interest has not been repaid in part or in whole during the fiscal year ended September 30, 2014.

 

The Company neither owns nor leases any real or personal property. The officers and directors for the Company is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

NOTE 8. CONVERTIBLE LOAN/RECLASSIFICATION

 

On July 24, 2011 the Company entered in to a convertible promissory note(s) and received advances from an unrelated party in the amount of $200,065 this note is non-interest bearing, has a conversion price of $0.01 and maybe converted only in part up to 9.99% of the issued and outstanding shares at one time, and is payable upon demand. As of September 30, 2014 no amounts have been paid to the note holder and no conversions have taken place.

 

Originally it was thought that the advances and requisite convertible promissory note was from a related party and was later determined that the advances and note were from an unrelated party and has since been reclassified as such.

 

 
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NOTE 9. WARRANTS

 

On November 17, 2009 (inception), the Company issued 5,000,000 warrants exercisable into 5,000,000 shares of the Company’s common stock. These warrants were issued per order of the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. (“AP”) to the administrative creditors of AP. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 “A Warrants” each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 “C Warrants” each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 “D Warrants” each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 “E Warrants” each convertible into one share of common stock at an exercise price of $5.00. All warrants are currently exercisable. They were originally due to expire on January 4, 2014, however on December 27, 2014 the Board of Directors voted to extend them for three years to January 4, 2017.

 

The value of these shares was calculated by the intrinsic value. AP has a total claim of $743,449 by the unsecured creditors and $80,000 cash were settled at the date of liquidation. The remaining claims were settled by the issuance of common stock and warrants issued per court order. The Company allocates the remaining claims at $663,449 to ten different companies or $66,345 were allocated to the common stock and warrants issued per court order.

 

NOTE 10. SUBSEQUENT EVENTS

 

The warrants described in Note 8 above were originally due to expire on January 4, 2014, however on December 20, 2014 the Board of Directors voted to extend them for three years to January 4, 2017.

 

In December 2014 Frederick Dasilva our current President and CEO purchased 10,045,000 Common shares of our stock from our former president and majority shareholder Daniel Masters.

 

On September 23, 2015 Daniel Masters resigned his positions as an officer and director Of MedBook World Inc.

 

On September 29, 2016 Mr. Kenneth Beam CPA was appointed to the Board of Directors and as an Officer and Director in the capacity of Secretary, Treasurer and CFO.

 

 

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