-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JthwW8/Z6JA2eAASlC/mYtmWXTSpKz3u0tZ2io278BambV+3PsciOiZfZMp5PJ+i 4LZvTRdLxLe1T95wzkw/9g== 0001167687-08-000007.txt : 20080129 0001167687-08-000007.hdr.sgml : 20080129 20080129163340 ACCESSION NUMBER: 0001167687-08-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080121 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080129 DATE AS OF CHANGE: 20080129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIFIMED HOLDINGS COMPANY, INC. CENTRAL INDEX KEY: 0001108088 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 582412118 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49707 FILM NUMBER: 08558391 BUSINESS ADDRESS: STREET 1: 2000 RIVEREDGE PARKWAY STREET 2: STE. GL 100A CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7709197220 MAIL ADDRESS: STREET 1: 2000 RIVEREDGE PARKWAY STREET 2: STE. GL 100A CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: BELLACASA PRODUCTIONS INC DATE OF NAME CHANGE: 20000229 8-K 1 wifi8k012908.htm

UNITED STATES    
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of   
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 21, 2008

WIFIMED HOLDINGS COMPANY, INC.

(Exact name of registrant as specified in its charter)
 
Nevada
  
0-49707
  
58-2412118

  

  

(State or other jurisdiction    
of incorporation)
  
(Commission File Number)
  
(IRS Employer    
Identification No.)
 
2000 River Edge Parkway, 
Suite GL 100A

Atlanta, GA
 
 30328

  

(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code: 770-919-7220

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  
Item 8.01 - Other Events

            Letter of Intent – Specialty Pharmacy Services Company

            On January 23, 2008, Wifimed Holdings Company, Inc. ("we," "us", "our" and the "Company") entered into a non-binding letter of intent to acquire a specialty pharmacy services company based on the West Coast of the United States.

            The pharmacy services company has requested that its name not be publicly disclosed at this early stage of the acquisition process. It provides niche biotechnical pharmacy prescription services, home infusion therapy and home healthcare services, including a critical care home ventilator program, oxygen, enteral therapy, durable medical equipment and disposable medical supplies      

            Consummation of the proposed transaction is subject to completion of due diligence, negotiation and approval by the parties of a definitive agreement, and arranging financing.

            We hope to complete the acquisition in the second quarter of 2008, although there is no assurance that we will be successful in negotiating a definitive agreement or that we will be able to obtain financing on terms that are acceptable to us.

            Cancellation of Letter of Intent – CyberMedX

            On October 29, 2007, we entered into a letter of intent with CyberMedx Medical Systems, LLC ("Cybermedx"), previously disclosed as Exhibit 10.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 1, 2007. Although it was expected that the acquisition was to be completed shortly after the execution of the letter of intent, the parties were unable to reach agreement on all material terms and did not enter into a definitive purchase agreement.  After an extended period of due diligence and negotiations, the parties canceled the letter of intent by mutual agreement on or about January 21, 2008.  Notwithstanding that fact, the parties have commenced negotiations for the acquisition by the Company of certain intellectual property rights rather than acquiring the corporation or its assets. To that end, the parties are in the process of negotiating an intellectual proper ty purchase or license. 

Item 9.01 - Financial Statements and Exhibits

            (d) Exhibits

                        99.1 – Press Release dated January 29, 2008

SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    January 29, 2008
        
      WiFiMed Holdings Company, Inc.
       
      Registrant
        
By:    /s/ Gregory Vacca
     
      President and CEO
EX-99.1 2 wifi8k012908ex991.htm

Exhibit 99.1

WIFIMED HOLDINGS SIGNS LETTER OF INTENT TO ACQUIRE ESTABLISHED SPECIALTY PHARMACY SERVICES COMPANY 

Accretive Acquisition Expected to Increase Revenues by $15 Million in First Year 

ATLANTA, GA --January 29, 2008 -- (BUSINESS WIRE)--WiFiMed Holdings Company, Inc. ("WiFiMed Holdings") (OTCBB: WIFM), a leading provider of physician workflow solutions, announced today that it has signed a nonbinding Letter of Intent to acquire a well established specialty pharmacy services company based on the West Coast.   The acquisition is expected to be completed in the second quarter of 2008, subject to due diligence, negotiation of a definitive agreement, arrangement of financing, and other standard closing conditions.

This particular specialty pharmacy services company has a solid 23-year history and has evolved as a premier provider of niche biotechnical pharmacy prescription services, home infusion therapy and home healthcare services, including a critical care home ventilator program, oxygen, enteral therapy, durable medical equipment and disposable medical supplies. With a compounded annual growth rate (CAGR) of over 15% for the last four years, this proposed WiFiMed Holdings acquisition is expected to add nearly $15 million to the company's revenues in the first year following the anticipated closing.  

Gregory Vacca, the Chief Executive Officer of WiFiMed Holdings, commented: "This acquisition is part of our long term strategic growth plan and will serve to expand WiFiMed Holdings' product lines into the specialized home healthcare market.  In addition to the immediate positive impact the acquisition would have on our revenue stream, it would bring value added features, such as a solid patient base combined with forward looking referral sources, which should serve to enhance the capabilities and increase the demand for our existing proprietary products." 

If you would like to be added to WiFiMed Holdings' investor email list please contact Zack Noory, Managing Partner, with Nexus Investor Relations at znoory@nexusir-online.com; Tel: (310) 606-2018. 

About WiFiMed Holdings Company, Inc.

WiFiMed Holdings Company, Inc., through its wholly owned subsidiaries WiFiMed, Inc. and EncounterPRO Healthcare Resources, Inc., offers proprietary solutions enabling physicians and other healthcare providers to document the physician-patient encounter through continuously updated state-of-the-art technologies.  WiFiMed Inc's proprietary product, Tablet MD® and EncounterPRO Healthcare Resources, Inc's proprietary product, EncounterPRO® EHR, were developed to assist physicians and health care providers manage patient workflow. Tablet MD® operates on a tablet PC and manages patient medical information, consultation notes, prescriptions, records, and charts through five proprietary technologies. The EncounterPRO® EHR gives physicians and staff the most flexible and sophisticated workflow engine available in an EHR. This premier software requires virtually no level of computer literacy and works off touch screens, Tablet PCs or a mouse as the primary means of data input.  Both products have been designed to meet the Health Insurance Portability and Accountability Act (HIPAA) requirements and are designed to reduce medical errors, documentation time, overhead, and time spent filing insurance claims.

FORWARD-LOOKING STATEMENTS 

Certain statements contained in this news release, including, without limitation, statements containing the words, "may," "will," "can" "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "seek," "estimate," "continue," "plan," "point to," "project," "predict," "could," "intend," "target," "potential," and other similar words and expressions of the future, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obl igation to update any such factors or to announce publicly the results of any revision of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments.  Forward-looking statements may not be realized due to a variety of factors, including, without limitation, future economic, competitive and market conditions, regulatory framework, and future business decisions, and the other risk factors detailed in our most recent annual report and other filings with the Securities and Exchange Commission.  In addition to the forward-looking statements contained in this news release, the following forward-looking factors could cause our future results to differ materially from our forward-looking statements: competition, capital resources, credit resources, funding, government compliance and market acceptance of our products and services. 

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