-----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, LqzF6VmDCtuh5gQLcQDbbb0HjiSF9778FmrxXjPlB9G+aLPYxASF3azTbTop3O8Y HUojEjg4gntXTqR9bgX7tg== 0001144204-07-027273.txt : 20070518 0001144204-07-027273.hdr.sgml : 20070518 20070518155500 ACCESSION NUMBER: 0001144204-07-027273 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20070514 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070518 DATE AS OF CHANGE: 20070518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDLINK INTERNATIONAL, INC. CENTRAL INDEX KEY: 0000225501 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 411311718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31771 FILM NUMBER: 07864773 BUSINESS ADDRESS: STREET 1: 11 OVAL DRIVE STREET 2: SUITE 200B CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 631-342-8800 MAIL ADDRESS: STREET 1: 11 OVAL DRIVE STREET 2: SUITE 200B CITY: ISLANDIA STATE: NY ZIP: 11749 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN MEDIA GROUP CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IONIC CONTROLS INC DATE OF NAME CHANGE: 19890402 8-K 1 v076087_8-k.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): May 18, 2007 (May 14, 2007).


MEDLINK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-31771
 
41-1311718
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
11 Oval Drive, Suite 200B, Islandia, New York
 
11749
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code:
 
(631) 342-8800
 
 
 
Not Applicable
 
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

[   ] 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))
______________________________________________________________________________________
 
Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 14, 2007, MedLink International, Inc. (the “Corporation”), entered into a certain stock purchase agreement (the “Stock Purchase Agreement”) by and among Anywhere MD, Inc., a Nevada corporation (“Anywhere”), with it’s common shares, par value $0.001 per share, quoted on the OTC Pink Sheets under the symbol “ANWM” (the “Common Shares”), and Steven J. Hixson (“Hixson”), the majority shareholder, President and Chief Executive Officer of Anywhere, for the acquisition of a total of one hundred forty million (140,000,000) Common Shares, comprising, in the aggregate, a 62.54% interest in Anywhere, and consisting of:

 
 

 
(i) ten million (10,000,000) Common Shares acquired directly from Anywhere in consideration of one hundred thousand dollars ($100,000) in immediately available funds, twenty-five thousand dollars ($25,000) of which, in accordance with the terms of the Stock Purchase Agreement, are to be used as payment for the services of a PCAOB certified accounting firm to conduct an audit of Anywhere’s financial statements for the years ended December 31, 2006 and 2005; and

(ii) one hundred thirty million (130,000,000) Common Shares acquired from Hixson in consideration of (x) forty-three thousand seven hundred fifty dollars ($43,750) in immediately available funds, and (y) a certain unsecured promissory note in the principal sum of eight hundred thirty-one thousand two hundred fifty dollars ($831,250).
The Stock Purchase Agreement also provides that, with certain limited exception, if at any time following the date thereof Anywhere elects to prepare and file a registration statement covering any of its equity securities with the Securities and Exchange Commission, it will give the Corporation twenty (20) days written notice of such determination and include in such registration statement, at the Corporation’s request, any shares acquired pursuant to the Stock Purchase Agreement and that are not otherwise eligible for resale pursuant to Rule 144(k) of the Securities Act of 1933, as amended.

The Stock Purchase Agreement itself contains considerably more detail than set forth above. Any summary contained herein does not purport to be a complete description of the Stock Purchase Agreement and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is annexed to this Current Report on Form 8-K as Exhibit 10.1, and which is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 15, 2007, the Corporation, in connection with and as partial consideration for the Stock Purchase Agreement, issued to Hixson, a certain unsecured promissory note in the principal sum of eight hundred thirty-one thousand two hundred fifty dollars ($831,250), without interest, and payable in twelve equal installments of sixty-nine thousand two hundred seventy dollars eighty-four cents ($69,270.84), with the first installment payable on or before July 1, 2007 (the “Note”). Absent any default, the Note is due on or before July 1, 2008. Acceleration of the principal, and the accrual of interest thereon at a rate of seven percent (7%), would, however, result in the event of any of a number of specified events of default, including, but not limited to, a failure on the part of the Corporation to make any of the installments under the terms of the Note within thirty (30) days of their becoming due.

The Note itself contains considerably more detail than set forth above. Any summary contained herein does not purport to be a complete description of the Note and is qualified in its entirety by reference to the Note, a copy of which is annexed to this Current Report on Form 8-K as Exhibit 10.2, and which is incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by this Item 9.01(a) of our Current Report on Form 8-K are not being filed herewith, and, as permitted by Item 9.01(a)(4), will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but in no event later than seventy-one (71) calendar days from the required filing date. We have elected, in the interim, to include herewith the unaudited financial statements of Anywhere, prepared in accordance with generally accepted accounting principals in the United States, which are subject to adjustment following completion of an audit by a PCAOB certified accounting firm.
 
 
 

 

(b) Pro Forma Financial Information.

The financial statements required by this Item 9.01(b) of our Current Report on Form 8-K are not being filed herewith, and, as permitted by Item 9.01(b)(2), will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but in no event later than seventy-one (71) calendar days from the required filing date.

(d) Exhibits

Exhibit
 
Description
     
10.1
 
Form of Stock Purchase Agreement by and among MedLink International, Inc., Anywhere MD, Inc., and Steven J. Hixson, dated May 15, 2007.
     
10.2
 
Form of Unsecured Promissory Note by and between MedLink International, Inc., and Steven J. Hixson, dated May 15, 2007.
     
99.1
 
Press Release, dated May 15, 2007.
     
99.2
 
Unaudited Financial Statements of Anywhere MD, Inc., for the fiscal quarter ended March 31, 2007.
     
99.3
 
Unaudited Financial Statements of Anywhere MD, Inc., for the fiscal year ended December 31, 2006.
     


 
 

 

SIGNATURE

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: May 17, 2007
     
    MEDLINK INTERNATIONAL, INC.
     
   
By:
/s/ Ray Vuono
     
Ray Vuono
     
President, Chief Executive Officer


 
 

 
 
EX-10.1 2 v076087_ex10-1.htm
Exhibit 10.1

 
STOCK PURCHASE AGREEMENT
 
THIS STOCK PURCHASE (this “Agreement”) is made as of May [__], 2006 by and between Medlink International, Inc., a Delaware corporation (the “Purchaser”), on the one hand, and Anywhere MD, Inc., a Nevada corporation (the “Company”), and Steven J. Hixson, the majority shareholder of the Company (the “Majority Shareholder”), on the other hand. Collectively, the Company and the Majority Shareholder shall hereinafter be referred to as the “Sellers.”
 
RECITALS
 
WHEREAS, subject to the terms and conditions of this Agreement and the other documents or instruments contemplated hereby:
 
1. The Company desires to sell to the Purchaser and the Purchaser desires to purchase from the Company 10,000,000 shares (the “Purchased Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”), at a price of $0.01 per share for an aggregate purchase price of One Hundred Thousand dollars ($100,000); and
 
2. As part of the consideration for the Purchaser to enter into this Agreement, the Majority Shareholder desires to sell to the Purchaser 130,000,000 shares (the “Shareholder Shares”) of Common Stock owned by the Majority Shareholder at an aggregate purchase price of Eight Hundred Seventy-Five Thousand dollars ($875,000) or $0.0067307 per share.
 
NOW, THEREFORE, the parties hereby agree as follows:
 
AGREEMENT
 
Section 1. Purchase and Sale.
 
1.1 Shares to be Purchased and Sold. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, transfer, convey, assign and deliver to the Purchaser the Purchased Shares and Shareholder Shares (collectively “Transaction Shares”) free and clear of any lien, charge, encumbrance, security interest, right of first refusal or other restrictions or limitations of any kind (“Lien”). At the Closing (as defined in Section 3.1), the Seller shall deliver or cause to be delivered to the Purchaser stock certificates representing the Transaction Shares.
1.2 Purchase Price. Subject to the terms and conditions of this Agreement, in exchange for the Purchased Shares, the Purchaser hereby agrees to pay and deliver to the Seller at Closing, in immediately available funds by check, wire transfer or such other form of payment as shall be mutually agreed upon by the Company and Purchaser, an aggregate of One Hundred Thousand Dollars ($100,000) (the "Purchase Price"). In addition, at the Closing and in exchange for the Shareholder Shares, the Purchaser shall: (i) pay and deliver to the Majority Shareholder at Closing, in immediately available funds by check, wire transfer or such other form of payment as shall be mutually agreed upon by the Majority Shareholder and Purchaser, an aggregate of Forty Three Thousand Seven Hundred Fifty Dollars ($43,750), and (ii) issue a note (the “Note”)(in the Form attached hereto as Exhibit A) to the Majority Shareholder for an aggregate amount of Eight-Hundred Thirty One Thousand Two Hundred Fifty Dollars ($831,250) (“Note Amount”).

 
 

 
1.3 Audit. As soon as practicable after the Closing, the Company agrees to pay for an audit of the Company’s financial condition (the “Audit”) and to provide the Purchaser with an audited balance sheet, profit and loss statement, statement of stockholders’ equity, and statement of cash flows resulting from such Audit for the Company’s fiscal years end December 31, 2006 and 2005 (“Audited Financial Statements”). As an express condition to the Purchaser’s payment of the Purchase Price, the Company hereby agrees to set aside $25,000 of the Purchase Price (the “Audit Amount”) for payment to a PCAOB certified accounting firm for services to conduct the Audit.
 
Section 2. The Closing.
 
2.1 Time and Place. The closing of the purchase and sale of the Transaction Shares (the "Closing") shall take place simultaneously with the execution and delivery of this Agreement at the principal office of the Company. The Closing shall occur on or about May ___, 2007 (the "Closing Date"). The Closing will be subject to and conditional upon the receipt and review of and satisfaction with any due diligence materials and disclosure documentation requested by the Purchaser.
 
2.2 Closing Obligations: Company and Purchaser. At the Closing, the Company shall instruct its transfer agent to issue and deliver to Purchaser a stock certificate representing the Purchased Shares in the name of the Purchaser, against receipt by the Company of a certified bank check or wire transfer in an aggregate amount equal to the Purchase Price.  
 
2.3 Closing Obligations: Majority Shareholder. At the Closing, the Majority Shareholder shall instruct the Company’s transfer agent to transfer and deliver to Purchaser in the name of the Purchaser a stock certificate representing the Shareholder Shares, against receipt by the Majority Shareholder of the executed Note in an aggregate amount equal to the Note Amount. The Company will be responsible for, and will pay, any applicable sales taxes and transfer taxes arising in connection with the transactions contemplated by this Agreement
 
23.4 Opinion. The Seller will cause its counsel to issue an opinion substantially in the form as attached hereto as Exhibit B hereto on the Transaction Shares.
 
Section 3. Representations and Warranties of the Sellers. 
 
The Sellers, jointly and severally, hereby represent and warrant to the Purchaser as follows:
 
3.1 Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be expected to result in (i) an adverse effect on the legality, validity or enforceability of this Agreement or any other document or instrument contemplated hereby or thereby (collectively, the “Transaction Documents”), (ii) a material and adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company , taken as a whole, or (iii) a material adverse impairment to the Company’s ability to perform on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”). The Company is not in violation or default of any of the provisions of its respective certificate or articles of incorporation, by-laws or other organizational or charter document. The Company has no direct or indirect subsidiaries.
 
 
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3.2 Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles.
 
3.3 No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) assuming the accuracy of Purchaser’s representations and warranties and compliance by the Purchaser of their respective covenants as set forth in this Agreement, result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.
 
 
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3.4 Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents.
 
3.5 Delivery of Shares. The Sellers have, and at the time of delivery of the Purchased Shares and Transaction Shares (collectively, the “Shares”) will convey to the Purchaser, good, valid and marketable title to the Shares. The Shares have been duly authorized, validly issued, and at the time of such delivery will be conveyed to the Purchaser fully-paid, non-assessable and free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of Purchased Shares issuable pursuant to this Agreement.
 
3.6 Capitalization. The authorized capital stock of the Company consists of 250,000,000 shares of Common Stock, of which 213,870,000 shares of Common Stock are presently issued and outstanding. The Shares are not subject to any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any entity or person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Shares will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any enitity or person (other than the Purchaser and their permitted successors and assigns) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
 
3.7 Material Changes. Since the date of the Company’s latest balance sheet, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the U.S. Securities and Exchange Commission (the “Commission”), (iii) the Company has not materially altered its method of accounting or the identity of its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company equity compensation plans. The Company does not have pending before the Commission any request for confidential treatment of information.
 
 
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3.8 Litigation. There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation (each an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares or (ii) would, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been and there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Exchange Act of 1934 (the “Exchange Act”) or the Securities Act of 1933, as amended (the “Securities Act”).
 
3.9 Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company.
 
3.10 Compliance. The Company is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) in violation of any order of any court, arbitrator or governmental body, or (iii) in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.
 
3.11 Regulatory Permits. The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their business, except where the failure to possess such permits would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and the Company has not received any notice of proceedings relating to the revocation or modification of any Material Permit.
 
3.12 Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to its business and good and marketable title in all personal property owned by it that is material to its business, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and Liens for the payment of federal, state or other taxes, the payment of which is not delinquent. Any real property and facilities held under lease by the Company are held under valid, subsisting and enforceable leases of which the Company is in material compliance.
 
 
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3.13 Patents and Trademarks. To the knowledge of the Company, the Company has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with its business as currently conducted and which the failure to so have would, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect (collectively, the “Intellectual Property Rights”). The Company has not received a written notice that the Intellectual Property Rights used by the Company violates or infringes upon the rights of any entity or person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another entity or person of any of the Intellectual Property Rights.
 
3.14 Transactions With Affiliates and Employees. None of the officers or directors of the Company and none of the employees of the Company is presently a party to any transaction with the Company (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
 
3.15 Internal Control Over Financial Reporting. The Company maintains a system of internal control over financial reporting sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
 
3.16 Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims (other than such fees or commissions owed by a Purchaser pursuant to written agreements executed by such Purchaser which fees or commissions shall be the sole responsibility of such Purchaser) made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.
 
3.17 Certain Registration Matters. Assuming the accuracy of the Purchaser’s representations and warranties, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser under the Transaction Documents. The Company is eligible to register the resale of the Shares for resale by the Purchaser under Form SB-2 promulgated under the Securities Act. The Company has not granted or agreed to grant to any entity or person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied.
 
 
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3.18 Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which the Company is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
 
3.19 Listing and Maintenance Requirements. The Company is, and has no reason to believe that it will not, upon the issuance of the Securities hereunder and in the foreseeable future, continue to be, in compliance with the listing and maintenance requirements for continued listing of the Common Stock on the Pink Sheets quotation service. The issuance of the Shares hereunder does not contravene the rules and regulations of the Pink Sheets service. The Company has not, in the 12 months preceding the date hereof, received notice from any securities trading market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such securities trading market.
 
3.20 Investment Company. The Company is not, and is not an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
 
3.21 Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Shares and the Purchaser’s ownership of the Shares.
 
3.22 Disclosure. The Company confirms that, neither it nor any other entity or person acting on its behalf has provided the Purchaser or its agents or counsel with any information that the Company believes constitutes or might constitute material, non-public information, except insofar as the existence and terms of the proposed transactions hereunder may constitute such information. The Company understands and confirms that the Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to the Purchaser regarding the Company, its business and the transactions contemplated hereby, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 5 hereof.
 
 
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3.23No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 5, neither the Company, nor any of its affiliates, nor any entity or person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any securities trading market on which any of the securities of the Company are listed or designated. 
 
3.24 Solvency. Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Shares hereunder, (i) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, and projected capital requirements and capital availability thereof; and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid. The Company does not intend to incur debts, other than in the ordinary course of its business, beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The Company has disclosed to the Purchaser all outstanding secured and unsecured Indebtedness of the Company, or for which the Company has commitments (except where such Indebtedness would not have a Material Adverse Effect). For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. The Company is not in default with respect to any Indebtedness.
 
3.25 Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a material tax deficiency which has been asserted or threatened against the Company.
 
3.26 No General Solicitation. Neither the Company nor, to the knowledge of the Company, any person acting on behalf of the Company has offered or sold any of the Shares by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to the Purchaser.
 
 
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3.27 Foreign Corrupt Practices. Neither the Company, nor any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.
 
3.28Acknowledgment Regarding Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Purchaser’s purchase of the Shares. The Company further represents to the Purchaser that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.
 
3.29 Manipulation of Price.  The Company has not, and no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

3.30  Binding Effect. This Agreement and each other Transaction Document, when executed and delivered will be the legal, valid and binding obligation of the Sellers enforceable against the Sellers in accordance with its terms.
 
Section 5. Representations and Warranties of the Purchaser. 
 
The Purchaser hereby represents and warrants to the Sellers as follows:
 
4.1 Authorization.
 
The Purchaser has all requisite power and authority (corporate or otherwise) to execute, deliver and perform the Transaction Documents and the transactions contemplated thereby, and the execution, delivery and performance by Purchaser of the Transaction Documents have been duly authorized by all requisite action by Purchaser and each such Transaction Document, when executed and delivered by Purchaser, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
 
 
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4.2 Investment Representations.
 
4.2.1 The Purchaser represents that it is acquiring the Shares for its own account for investment only and not with a view towards distribution or resale, and agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of, or offer to dispose of, the Shares, unless the Shares have been registered under the Securities Act of 1933, as amended (the "Act") and applicable state securities laws or such registration is not required in the opinion of counsel for such Purchaser reasonably acceptable to the Company. The Purchaser understands that any routine sale of the Shares made in reliance upon Rule 144 promulgated under the Act can be made only in accordance with the terms and conditions of said Rule and further, that in case such Rule is not applicable to any sale of the Shares, resale thereof may require compliance with some other exemption under the Act prior to resale. The Purchaser understands that certificates for the Shares issued pursuant to this Agreement shall bear a customary “restrictive” legend, substantially in the form as follows:
 
  "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."
 
4.2.2 The Purchaser represents that (i) it is acquiring the Shares after having made adequate investigation of the business, finances and prospects of the Company, (ii) it has been furnished any information and materials relating to the business, finances and operation of the Company and any information and materials relating to the offer and sale of the Shares which it has requested and (iii) it has been given an opportunity to make any further inquiries desired of the management and any other personnel of the Company and has received satisfactory responses to such inquiries.
 
4.2.3 The Purchaser represents that it possesses such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Shares and of making an informed investment decision. In addition, the Purchaser represents that it is financially capable of sustaining an entire loss of his investment in the Shares.
 
Section 5. Successors and Assigns. 
 
This Agreement shall bind and inure to the benefit of the Company, Purchaser and their respective successors and assigns.
 
 
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Section 6. Entire Agreement. 
 
This Agreement and the other writings and agreements referred to in this Agreement or delivered pursuant to this Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties with respect thereto.
 
Section 7. Notices. 
 
All notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be in writing and shall be deemed to have been duly given if (i) personally delivered, (ii) sent by telecopy, electronic mail or facsimile transmission, (iii) sent by internationally-recognized overnight courier, or (iv) sent by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
 
If to the Sellers, to:
 
Anwyhere MD, Inc.
3528 El Camino Real
Atascadero, California 93422
Telecopier: [___________]
Attention: Steve Hixson

With a copy to:

[INSERT ANYWHERE’S LEGAL COUNSEL CONTACT INFO]

If to the Purchaser, to:
 
Medlink International, Inc.
11 Oval Drive, Suite 200B
Islandia, NY 11749
Telecopier: (631) 342-8819
Attention: Ray Vuono, CEO

With a copy to:

Richardson & Patel LLP
405 Lexington Avenue, 26th floor
New York, NY 10174
Telecopier: (212) 907-6687
Attention: Jody R. Samuels, Esq.

or to such other address as the party to whom notice is to be given may have furnished to the other parties to this Agreement in writing in accordance with the provisions of this Section 8. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, telecopy, electronic mail or facsimile transmission, on the date of such delivery, (ii) in the case of internationally-recognized overnight courier, on the next business day after the date when sent and (iii) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.
 
 
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Section 8. Piggyback Registration Rights.
 
If at any time after the date of this Agreement the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to the Purchaser written notice of such determination and, if within twenty (20) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Shares of Common Stock acquired hereunder which are then held by the Purchaser as the Purchaser requests to be registered; provided, however, that the Company shall not be required to register any of the Shares of Common Stock purchased by the Purchaser hereunder pursuant to this Section 9 that are eligible for sale pursuant to Rule 144(k) of the Securities Act.
 
Section 9. Amendments. 
 
This Agreement may not be modified or amended, or any of the provisions of this Agreement waived, except by written agreement of the Company and Purchaser.
 
Section 10. Governing Law; Waiver of Jury Trial.
 
All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of Delaware without giving effect to any choice or conflict of law provision or rule (whether in the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal laws of the State of Delaware will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.
 
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO.
 
 
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Section 11. Submission to Jurisdiction.
 
Any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of New York and the United States of America located in New York City and, by execution and delivery of this Agreement, each party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each party hereby irrevocably waives, in connection with any such action or proceeding, any objection, including, without limitation, any objection to the venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.
 
Section 12. Severability.
 
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
 
Section 13. Independence of Agreements, Covenants, Representations and Warranties.
 
All agreements and covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain agreement or covenant, the fact that such action or condition is permitted by another agreement or covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of or a breach of a representation and warranty hereunder. The exhibits and any schedules attached hereto are hereby made part of this Agreement in all respects.
 
Section 14. Counterparts. 
 
This Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.
 
 
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Section 15. Headings. 
 
The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
Section 16. Expenses. 
 
Each party shall pay its own fees and expenses incurred in connection with the negotiation, execution and delivery of the Transaction Documents.
 
Section 17.Preparation of Agreement.
 
Each party to this Agreement acknowledges that: (i) the party had the advice of, or sufficient opportunity to obtain the advice of, legal counsel separate and independent of legal counsel for any other party hereto; (ii) the terms of the transactions contemplated by this Agreement are fair and reasonable to such party; and (iii) such party has voluntarily entered into the transactions contemplated by this Agreement without duress or coercion. Each party further acknowledges that such party was not represented by the legal counsel of any other party hereto in connection with the transactions contemplated by this Agreement, nor was he or it under any belief or understanding that such legal counsel was representing his or its interests. Each party agrees that no conflict, omission or ambiguity in this Agreement, or the interpretation thereof, shall be presumed, implied or otherwise construed against any other party to this Agreement on the basis that such party was responsible for drafting this Agreement.
 
 
[SIGNATURE PAGE FOLLOWS]
 
 
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Stock Purchase and Option Agreement as of the date first written above.
 
 
MEDLINK INTERNATIONAL, INC.
Purchaser
 
By:  ______________________________
Ray Vuono,
CEO and President




ANYWHERE MD, INC.
Company
 
By:  ______________________________
Steven J. Hixson,
CEO and President

 
STEVEN J. HIXSON
Majority Shareholder of the Company
 
By:  ______________________________
Steven J. Hixson,
an individual

 
 

 


EXHIBIT A
PROMISSORY NOTE
 
PRINCIPAL: $831,250 (the “Principal”)
 DATE: May __, 2007
 


 
 

 

EXHIBIT B
FORM OF LEGAL OPINION

At the Closing, the Purchaser shall have received the favorable opinion of [_________], counsel for the Company, dated as of the Closing Date, addressed to the Purchaser, and in form and scope reasonably satisfactory to counsel for the Purchaser, substantially to the effect that:

(i) the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with the requisite corporate power to own and operate its properties and assets, and to carry on its business as currently operated and is duly qualified to do business and is in good standing as a foreign corporation in those jurisdictions where the failure to so qualify would have a material adverse effect on the business of the Company;

(ii) Each of the issued and outstanding shares of Common Stock of the Company are validly issued, fully paid, and nonassessable. To such counsel's knowledge, there are no preemptive rights, options or warrants or other conversion privileges or rights presently outstanding to purchase any of the authorized but unissued stock of the Company;

(iii) to such counsel's knowledge there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or threatened with respect to the Company or any of its operations, businesses, properties, or assets or such as individually or in the aggregate have, or could reasonably be expected to have a material adverse effect upon the operations, business, properties, or assets of the Company or which could materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement;

(iv) the Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement, and to consummate the transactions contemplated hereby. All necessary corporate proceedings of the Company have been taken to authorize the execution, delivery, and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company, and is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting the enforcement of creditors' right generally and the application of general equitable principles in any action, legal or equitable and then except, as to those provisions relating to indemnity or contribution, such opinion shall be limited as effected by any Federal or state securities laws regarding indemnity and/or contribution;

(v) upon receipt of payment therefore in accordance with the Agreement, the Securities shall be duly authorized, validly issued, fully paid, and nonassessable;

(vi) assuming that (i) the sale of the Securities was made in the manner and by the means contemplated by the Agreement, (ii) a proper Form D is filed in accordance with Rule 503 of Regulation D, (iii) the Company's representations, warranties and covenants set forth herein are true and correct, and (iv) the representations of the Purchaser set forth herein are true and correct (which facts will not be independently verified by such counsel), the sale of Securities pursuant to the Agreement is exempt from registration under the Act.

(vii) the execution and delivery of this Agreement, the consummation of the transactions contemplated hereunder and the issuance of the Securities will not result in any material violation of, or material conflict with, or constitute a material default under (i) the certificate of incorporation or by-laws of the Company, (ii) to such counsel's knowledge, any material contract, instrument, agreement or document to which the Company is a party, or by which the assets or properties of the Company are bound; or (iii) to such counsel's knowledge, any statute, rule or regulation of Nevada, Delaware or New York corporate law, or any judgment or order to which the Company is a party.

 
 

 
EX-10.2 3 v076087_ex10-2.htm
 
Exhibit 10.2
UNSECURED PROMISSORY NOTE

$831,250
 Date: May __, 2007
 
FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, MedLink International, Inc., a Delaware corporation (“Company or Maker”), hereby promises to pay to the order of Steven J. Hixson (the “Holder”), at the address designated on the signature page of this Note or at such other place as Holder may designate by written notice to Maker, the principal sum herein below described (“Principal Amount”), in the manner and at the times provided and subject to the terms and conditions described herein. This Unsecured Promissory Note (“Note”) has been executed by Maker in conjunction with the execution by Maker and Holder of that certain Stock Purchase Agreement of even date herewith pursuant to which Maker will purchase ten million (10,000,000) shares (“Purchased Shares”) of Anywhere MD., Inc. common stock from the Company and one hundred and thirty million (130,000,000) shares of Anywhere MD, Inc. common stock from Holder (“Shareholder Shares”) (collectively the “Shares”).

1.    Principal Amount.

The Principal Amount means the sum of eight hundred thirty-one thousand two hundred and fifty dollars ($831,250). No interest shall accrue on the unpaid Principal Amount, subject to Section 8 below.

2.    Payment of Principal.

Commencing on July 1, 2007, and continuing on the first calendar day of each of the eleven months thereafter, Maker shall pay an installment of $69,270.84 to be applied against the Principal Amount, subject to Section 5 below.

All checks or other instruments representing payment of the aforesaid installments shall be made payable to Holder or made in accordance with Holder’s reasonable instructions to Maker.

3.    Representations and Warranties: Maker represents and warrants that the following statements are true and correct:
 
(a) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (including, without limitation, any court) is required, except such authorization or approval as has already been obtained for the execution, delivery or performance of this Note by Maker.
 
(b) The execution and delivery of this Note and the taking of any other action required or contemplated hereby shall not cause a default or event of default under any other agreement or commitment to which Maker is a party or by which it is bound.
 
 
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4.    Prepayments.

Maker shall have the right to prepay any portion of the Principal Amount without prepayment penalty, premium or discount.

5.    Manner of Payments/Crediting of Payments.

Payments of any amount required hereunder shall be made in lawful money of the United States and shall be credited first against accrued but unpaid interest, if any, and thereafter against the unpaid balance of the Principal Amount.

6.    Default/Acceleration Upon Default.

At the option of Holder, all or any part of the indebtedness of Maker hereunder shall immediately become due and payable, irrespective of any agreed maturity date, upon the happening of any of the following events of default:

(a) If any installment of the Principal Amount under this Note is not paid within thirty (30) days of the date when due;

(b) If Maker shall breach any non-monetary condition or obligation imposed on Maker pursuant to the terms of this Note;

(c) If Maker shall make a general assignment for the benefit of creditors;

(d) If a custodian, trustee, receiver, or agent is appointed or takes possession of substantially all of the property of Maker;

(e) If Maker shall be adjudicated bankrupt or insolvent or admit in writing Maker’s inability to pay Maker’s debts as they become due;

(f) If Maker shall apply for or consent to the appointment of a custodian, trustee, receiver, intervenor, liquidator or agent of Maker, or commence any proceeding related to Maker under any bankruptcy or reorganization statute, or under any arrangement, insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect;
(g) If any petition is filed against Maker under the Bankruptcy Code and either (1) the Bankruptcy Court orders relief against Maker, or (2) such petition is not dismissed by the Bankruptcy Court within ninety (90) days of the date of filing; or

(h) If any attachment, execution, or other writ is levied on substantially all of the assets of Maker and which is not be dismissed or stayed within sixty (60) days after the levy.

 
 
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7.    Cure of Default. 

Upon default pursuant to sub-sections 6(a) or (b), Holder shall give Maker written notice of default. Upon default pursuant to sub-sections 6(c) through sub-section (h), Maker shall immediately provide written notice to Holder. Mailing of written notice, by either party, via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery. Maker shall have thirty (30) days after receipt of written notice of default from Holder or from the postage date of written notice of default mailed to Holder by Maker, to cure said default. Maker may cure the default by making full payment of any principal whose payment to Holder is overdue under this Note.

8.    Interest Following Default.

Following an event of default, which is not cured pursuant to Section 7, the outstanding Principal Amount of this Note shall bear interest at a rate of 7 %. In this regard, Holder reserves the right to add any accrued interest that is not paid when due to the Principal Amount.

9.    Collection Costs and Attorneys’ Fees.

Maker agrees to pay Holder all reasonable costs and expenses, including reasonable attorneys’ fees, paid or incurred by Holder in connection with the collection or enforcement of this Note or any instrument securing payment of this Note, including without limitation, defending the priority of such instrument or conducting a trustee sale thereunder. In the event any litigation is initiated concerning the enforcement, interpretation or collection of this Note, the prevailing party in any proceeding shall be entitled to receive from the non-prevailing party all costs and expenses including, without limitation, reasonable attorneys’ and other fees incurred by the prevailing party in connection with such action or proceeding.

10.   Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen note, no right or remedy herein conferred upon or reserved to Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

11.   Waiver.

No delay or omission by Holder to exercise any right or remedy arising upon any Event of Default shall impair the exercise of any such right or remedy or constitute a waiver of any such Event of Default. Every right and remedy given by this Note or by law to the Holder may be exercised from time to time, and as often as may be deemed expedient, by the Holder. No provision of this Note may be waived unless in writing signed by Holder, and waiver of any one provision of this Note shall not be deemed to be a waiver of any other provision.
 
 
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12.   Replacement Note.

If this Note is mutilated and surrendered to Maker or if Holder claims and submits an affidavit or other evidence, satisfactory to Maker to the effect that this Note has been lost, destroyed or wrongfully taken, then Maker shall issue a replacement note.

13.   Notice.

Any notice to either party under this Note shall be given by personal delivery or by express mail, Federal Express, DHL or similar airborne/overnight delivery service, or by mailing such notice by first class or certified mail, return receipt requested, addressed to such party at the address set forth below, or to such other address as either party from time to time may designate by written notice. Notices delivered by overnight delivery service shall be deemed delivered the next business day following consignment for such delivery service. Mailed notices shall be deemed delivered and received in accordance with this provision three (3) days after deposit in the United States mail.

14.   Governing Law; Jurisdiction; Severability; Jury Trial.

  This Note shall be construed and enforced in accor-dance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.
 
 
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IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the date set out above.
 

 
MAKER:

MEDLINK INTERNATIONAL, INC.
 

By: _________________________
Ray Vuono, CEO and President

MAKER’S ADDRESS:
11 Oval Drive, Suite 200B
Islandia, New York 11749  

HOLDER’S ADDRESS:
3528 El Camino Real
Atascadero, California 93422
Attn: Steven Hixson
 
 
 
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EX-99.1 4 v076087_ex99-1.htm
Exhibit 99.1
 
MEDLINK ACQUIRES CONTROLLING INTEREST IN ANYWHERE MD, INC.

Islandia, NY. MedLink International, Inc. (OTCBB:MLKNA) announced today that is has acquired a controlling interest of Anywhere MD, Inc. (PINKSHEETS: ANWM), a leading providor of mobile EMR solutions to healthcare facilities in the chiropractic market.

Under the terms of the Definitive Agreement signed May 14, 2007, MedLink acquired 67% of the total outstanding stock of Anywhere MD, Inc. Anywhere MD will continue to operate as a separate entity as a subsidiary of MedLink International, Inc. , and Steven J. Hixson, founder of Anywhere MD will stay on as the Anywhere MD’s Chief Executive Officer.

With the acquisition of Anywhere MD, MedLink will add an additional 4,400 doctors to its network. This acquisition is part of MedLink’s roadmap of becoming the largest physician network in the U.S.

Ray Vuono, CEO MedLink International, Inc. stated “Anywhere MD, a proven industry leader, is an ideal acquisition for MedLink. Our strategic vision remains unchanged and we believe this transaction in addition to adding significant revenue creates greater growth opportunities for MedLink and our shareholders and allows for us to accelerate our existing expansion plans. This is an extremely complementary acquisition that accomplishes a number of MedLink’s key objectives. MedLink is executing on its commitment to establish itself as the largest physician network in the U.S. This transaction will allow for both companies to strengthen and expand their core businesses and competencies, while creating significant opportunities for expansion and growth.”

Anywhere MD will work with MedLink to integrate many of the tools of the MedLink EHR into its Auto-Pilot and Auto-DOC EMR solution and offer the upgraded solution to its existing client base of 4,400 physicians.

Steven J. Hixson, CEO Anywhere MD, Inc. stated “Anywhere MD applications have been a leading solution for the chiropractic market for years and by integrating with MedLink technologies we believe this will allow for tremendous growth within the next 12 months. Together, our companies will be able to compete more effectively. The integration of the MedLink EHR and the technological enhancements will allow for us to increase our sales while offering a more complete product suite to our customers.”

James Decker, Exec VP of Sales, MedLink International, commented “MedLink stands to gain from the wealth of knowledge Anywhere MD has gained in its nearly 15 years of experience in the HIT market as well as retain their 4,400 physicians as clients and offer additional MedLink products and services such as the MedLink TV and MedLink Billing solutions.”

About Anywhere MD, Inc.
 
Anywhere MD, Inc. (PINKSHEETS: ANWM) provides state-of-the-art HealthCare Technologies that are shaping a new generation of patient care. Anywhere MD's expertise in clinical documentation for physicians offers a broad range of technology products to improve productivity for healthcare providers and enable them to diagnose, treat and manage patient information at the highest level.
 
Anywhere MD, Inc. develops, markets, sells and supports proprietary software applications for mobile handheld devices. These mobile applications provide the physician with the most recent and accurate healthcare information at the "Point Of Care." This technology eliminates a confusing and tedious 'paper trail' that can lead to inaccurate and inadequate patient charting, resulting in malpractice suits and poor patient care.
 
ANWM is headquartered on the central coast of California and is committed to serving thousands of healthcare professionals across the USA, Canada, Europe, Asia and Australia. Company web site is www.anywheremd.com 

 
 
 

 
 
About MedLink International, Inc.
 
MedLink International is a publicly held NASDAQ Bulletin Board and Frankfurt Stock Exchange company (OTC BB:MLKNA.OB - News) (Frankfurt:WM6B.F - News), which supplies its proprietary MedLink EHR software via a Virtual Private Network (VPN) to a network of physicians, radiology clinics and other types of medical offices.
 
The MedLink VPN allows subscribing doctors to securely communicate with other physicians and remotely access and retrieve patient records, lab results, X-Rays, CAT Scans and other patient health information. Through its VPN, MedLink offers member institutions and physicians other products and services, such as Medical Coding & Recovery, MedLink Scheduler, MedLink Billing, Secure Health Mail, Remote PACS, Health IT infrastructure and networking, document management, and video conferencing.
 
The MedLink VPN delivers pertinent drug information from pharmaceutical companies to physicians. In addition to the physician Virtual Private Network, MedLink is also providing a consumer network displaying medical education, information and advertising on a network of digital screens installed in the waiting rooms of radiology clinics, medical laboratories, and physician offices. Please visit www.medlinkus.com for more information.
 

 
 

 
 
 

 

EX-99.2 5 v076087_ex99-2.htm
Exhibit 99.2
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

CERTIFICATION
 
I, Steven J. Hixson, President of AnyWhere MD, Inc. on this 4th day of May, 2007 hereby certify that the 1st Quarter, January through March 31, 2007 financial statements filed herewith and all the notes thereto, fairly represent in all aspects, the financial position and results of operations for the periods presented in conformity with accounting principles generally accepted (GAAP) in the United States.
 
The undersigned hereby states that he has read the information set forth herein above, and attests hereby to the best of his knowledge and belief; such information is true and correct.

Signed this 4th day of May 2007
 
AnyWhere MD, Inc
 
/s/ Steven J. Hixson

 
 

 

ANYWHERE MD, INC
PROFIT & LOSS
UNAUDITED
JANUARY THROUGH MARCH 31 2007

   
Jan - Mar
 
   
'07
 
Income
       
   4000 - Income
       
     Data Base
   
850.00
 
     Forms
   
757.30
 
     Hardware
   
5,837.00
 
     Shipping
   
1,935.43
 
     Software
   
95,427.10
 
     Tech Support
   
59,647.00
 
    4000 Income - Other
   
5,535.00
 
  Total 4000 Income
   
169,988.83
 
         
Total Income
   
169,988.83
 
         
Cost of Goods Sold
       
  5000 Cost of Goods Sold
   
12,841.11
 
 Total COGS
   
12,841.11
 
         
Gross Profit
   
157,147.72
 
         
    Expense
       
        6100 Advertising
   
261.12
 
        6110 Automobile Expense
   
3,891.00
 
        6120 Service Charges
   
1,418.81
 
        6140 Contributions
   
1,633.07
 
        6160 Dues and Subscriptions
   
2,382.24
 
        6165 Employee Benefits
   
739.12
 
        6180 Insurance
   
9,397.16
 
        6200 Interest Expense
   
66.68
 
        6210 Janitorial
   
806.26
 
        6215 Lease Payments
   
1,398.12
 
        6220 Legal & Professional
   
-153.94
 
        6230 License & Permits
   
117.50
 
        6235 Maintenance & Repairs
   
673.14
 
        6245 Payroll
   
60,873.67
 
        6247 Payroll Tax Expense
   
8,216.50
 
        6250 Postage & Shipping
   
2,836.38
 
        6280 Refunds
   
796.00
 
        6290 Rent
   
13,714.44
 
        6300 Supplies
   
1,865.08
 
        6330 Taxes
   
2,232.00
 
        6340 Telephone
   
9,371.98
 
        6350 Travel & Entertainment
   
1,168.96
 
        6390 Utilities
   
2,566.54
 
     Total Expense
   
126,271.83
 
 Net Income
   
30,875.89
 
 
 

 

ANYWHERE MD, INC
BALANCE SHEET
UNAUDITED
JANUARY THROUGH MARCH 31 2007

       
Mar 31,
 
   
 
 
'07
 
ASSETS
         
   Current Assets
         
      Checking/Savings
         
        1002 Cash In Bank Credit Cards          
468.46
 
        1000 Cash In Bank          
94.12
 
        1010 Petty Cash          
200.00
 
      Total Checking/Savings
         
762.58
 
               
    Other Current Assets
             
        1250 Accounts Receivable Shareholder          
100,872.48
 
        1300 Inventory              
           Forms  
1,843.24
 
           1300 Inventory - Other  
1,855.41
 
        Total 1300 Inventory  
3,698.65
 
    Total Other Current Assets
         
104,571.13
 
               
    Total Current Assets
         
105,333.71
 
               
    Fixed Assets
             
        1500 Equipment
         
6,732.63
 
    Total Fixed Assets
         
6,732.63
 
               
    Other Assets
             
        1550 A/D Equipment
         
-6,622.00
 
        1450 Cash Clearing
         
26,705.83
 
    Total Other Assets
         
20,083.83
 
TOTAL ASSETS
         
132,150.17
 
LIABILITIES & EQUITY
             
    Liabilities
             
        Current Liabilities
             
        Accounts Payable
             
          2000 Accounts Payable
         
34,741.89
 
        Total Accounts Payable    
34,741.89
 
         
       Credit Cards        
          Amex    
523.37
 
        Total Credit Cards    
523.37
 
         
        Other Current Liabilities        
            2050 Loans Payable    
97,408.24
 
            2201 Accrued Sales Tax    
429.69
 
       Total Other Current Liabilities    
97,837.93
 
         
      Total Current Liabilities    
133,103.19
 
 
    Total Liabilities
   
133,103.19
 
         
    Equity
       
         3001 Capital Stock
   
200.00
 
         3999 P & L Summary
   
-44.00
 
         3900 Retained Earnings
   
-31,984.91
 
         Net Income
   
30,875.89
 
    Total Equity
   
-953.02
 
         
TOTAL LIABILITIES & EQUITY
   
132,150.17
 
 
 
 

 
AnyWhere MD, Inc.
Statements of Cash Flows
January through March 31 2007
(unaudited)
January through March 31, 2007
Operating Activities

 Net Income (Loss )   $ 30,875.89  
         
Gross Revenues
 
$
157,147.72
 
Cost of doing business
 
$
126,271.83
 
         
Net Change in Cash
 
$
(2,789.39
)
Beginning Cash Balance
  $ 3,551.97  
         
Ending Cash Balance   $ 762.58  
__________________________________________________________________________

Significant non cash transactions
 
None
 
 
 

 

  Statement of Stockholders' Equity
 For Period ending March 31, 2007
  (Unaudited)
 
       
 Statements of Stockholders' Equity
      
           
 March 31, 2006
      
   
Common Stock
 
Paid in
 
Accumulated
 
 Total
 
   
Shares
 
Amount Capital
 
 Deficit
 
 Equity
 
Founder's Stock
                      
at $0.00128 per share
   
5,007,000
 
$
5,007
 
$
1,495
       
$
6,502
 
                                 
Officer Contributed Services
               
4,000
         
4,000
 
                                 
Net (Loss)
                   
$
(2,223
)
 
(2,223
)
                                 
Balance, March 31, 2003
   
5,007,000
   
5,007
   
5,495
   
(2,223
)
 
8,279
 
                                 
Officer Contributed Services
               
12,000
         
12,000
 
                                 
Net (Loss)
                     
(15,923
)
 
(15,923
)
                                 
Balance, March 31, 2004
   
5,007,000
   
5,007
   
17,495
   
(18,146
)
 
4,356
 
 
Officer Contributed Services
         
3,000
     
3,000
 
                       
Net (loss)
             
(5,171)
 
(5,171)
 
                       
Balance, Dec 31, 2004
   
5,007,000
    5,007    
20,495
   
(23,317
)
 
2,185
 
                                 
Balance March 31st, 2005
   
200,000,000
                     
0.00010676
 
                                 
Net Income
                   
$
21,352.99
       
                                 
Balance June 30, 2005
   
200,000,000
                     
(0.00000243
)
                                 
Net Income
                     
(487.15
)
     
                                 
Balance September 30, 2005
   
200,000,000
                     
0.00005519
 
                                 
Net Income
                     
11,038.50
       
                                 
Balance December 31, 2005
   
200,000,000
                     
0.00009113
 
                                 
Net Income
                     
18,227.73
       
                                 
Balance March 31, 2006
   
200,000,000
                     
(00002393
)
                                 
Net Income
                     
(4,787.32
)
     
                                 
Balance June 30, 2006
   
200,000,000
                     
0.00009112
 
                                 
Net Income
                     
(19,796.45
)
     
                                 
Balance September 30, 2006
   
200,000,000
                     
(.00009898
)
                                 
Net Income
                     
(16,637.69
)
     
                                 
Balance December 31 2006
   
200,000,000
                     
(.00008318
)
                                 
Net Income
                     
30,875.89
       
                                 
Balance March 31 2007
   
200,000,000
                     
.000015437
 
 
 
 

 

Anywhere MD, Inc
NOTES TO FINANCIAL STATEMENTS January through March 31 2007
 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS
 
Anywhere MD, Inc predecessor. (the Company) was incorporated under the laws of the state of Nevada on December 6, 2002.
 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
 
Accounting Basis The basis is accounting principles generally accepted in the United States of America.
 
Earnings (Loss) per Share
 
The basic earnings (loss) per share is calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. The Company has no potentially dilutive shares outstanding. Therefore the basic and dilutive are the same.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.
 
Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.
 
Stock Based Compensation

The Company accounts for its stock based compensation based on provisions in SFAS No. 123, Accounting for Stock-Based Compensation which utilizes the fair method for the valuation of its securities given as compensation. The Company currently has no Stock Based

Compensation program.

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Revenue - Revenue for sales is recorded when the product is shipped to the customer
 
 
 

 
Notes to Financial Statements - Continued
 
NOTE 3. RELATED PARTY TRANSACTIONS
 
The officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities becomes available, he 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 4. PROVISION FOR INCOME TAXES
 
The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
 
The total deferred tax asset is calculated by multiplying a 15% estimated tax rate by the items making up the deferred tax account, the NOL.
 
NOTE 5. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent accounting standards and their effect on the Company. SFAS 148 Accounting for Stock-Based Compensation-Transition and Disclosure
 
Amends FASB 123 to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation.

SFAS 149 Amendment of Statement 133 on Derivative Instruments and Hedging Activities

This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement NO. 133, Accounting for Derivative Instruments and Hedging Activities.

SFAS 150 Financial Instruments with Characteristics of both Liabilities and Equity

This Statement requires that such instruments be classified as liabilities in the balance sheet. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003.

Interpretation No. 46 (FIN 46)
 
Effective January 31, 2003, The Financial Accounting Standards Board requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a continuing financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company has not invested in any such entities, and does not expect to do so in the foreseeable future.
 
The adoption of these new Statements is not expected to have a material effect on the Company's financial position, results or operations, or cash flows.

 
 

 

EX-99.3 6 v076087_ex99-3.htm
 
Exhibit 99.3

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

CERTIFICATION
 
I, Steven J. Hixson, President of AnyWhere MD, Inc. on this 14th day of February, 2007 hereby certify that the year end, January through December 31, 2006 financial statements filed herewith and all the notes thereto, fairly represent in all aspects, the financial position and results of operations for the periods presented in conformity with accounting principles generally accepted (GAAP) in the United States. The undersigned hereby states that he has read the information set forth herein above, and attests hereby to the best of his knowledge and belief; such information is true and correct.

Signed this 14th Day of February 2007
 
AnyWhere MD, Inc
 
/s/ Steven J. Hixson
 
 
 

 

 ANYWHERE MD, INC
PROFIT & LOSS
UNAUDITED
JANUARY THROUGH DECEMBER 2006

   
Jan - Dec
 
   
'06
 
    Income
     
      4000 Income
     
        Data Base
   
6,715.00
 
        Forms
   
3,218.26
 
        Hardware
   
12,537.00
 
        Shipping
   
5,865.93
 
        Software
   
279,018.13
 
        Tech Support
   
240,864.00
 
        4000 Income - Other
   
30,492.00
 
      Total 4000 Income
   
578,710.32
 
         
    Total Income
   
578,710.32
 
         
    Cost of Goods Sold
       
      5000 Cost of Goods Sold
   
31,073.29
 
    Total COGS
   
31,073.29
 
         
Gross Profit
   
547,637.03
 
         
    Expense
       
      6100 Advertising
   
42,101.00
 
      6110 Automobile Expense
   
27,180.13
 
      6120 Service Charges
   
19,223.52
 
      6140 Contributions
   
6,856.76
 
      6145 Conventions and Seminars
   
260.00
 
      6160 Dues and Subscriptions
   
11,526.45
 
      6165 Employee Benefits
   
4,637.17
 
      6180 Insurance
   
36,827.06
 
      6210 Janitorial
   
1,620.00
 
      6215 Lease Payments
   
11,709.83
 
      6220 Legal & Professional
   
1,807.19
 
      6230 License & Permits
   
820.50
 
      6235 Maintenance & Repairs
   
1,573.03
 
      6245 Payroll
   
239,717.22
 
      6247 Payroll Tax Expense
   
22,395.23
 
      6250 Postage & Shipping
   
8,300.22
 
      6280 Refunds
   
4,781.64
 
      6290 Rent
   
51,208.88
 
      6300 Supplies
   
10,818.58
 
      6330 Taxes
   
1,199.12
 
      6340 Telephone
   
40,417.45
 
      6350 Travel & Entertainment
   
10,079.88
 
      6390 Utilities
   
9,213.86
 
      6999 Uncategorized Expenses
   
0.00
 
    Total Expense
   
564,274.72
 
Net Income
   
-16,637.69
 

 
 

 
ANYWHERE MD, INC BALANCE SHEET
UNAUDITED
JANUARY THROUGH DECEMBER 2006

   
Dec 31,
 
   
'06
 
ASSETS
     
  Current Assets
     
    Checking/Savings
     
      1002 Cash In Bank Credit Cards    
13,291.85
 
      1000 Cash In Bank    
-9,939.88
 
      1010 Petty Cash    
200.00
 
    Total Checking/Savings
   
3,551.97
 
         
    Other Current Assets
       
      1250 Accounts Receivable Shareholder    
39,372.48
 
      1300 Inventory        
        Forms    
1,843.24
 
        1300 Inventory - Other    
1,855.41
 
      Total 1300 Inventory    
3,698.65
 
         
    Total Other Current Assets
   
43,071.13
 
         
  Total Current Assets
   
46,623.10
 
         
  Fixed Assets
       
     1500 Equipment
   
9,073.63
 
  Total Fixed Assets
   
9,073.63
 
         
  Other Assets
       
    1550 A/D Equipment
   
-6,622.00
 
    1450 Cash Clearing
   
26,634.17
 
  Total Other Assets
   
20,012.17
 
         
TOTAL ASSETS
   
75,708.90
 
         
LIABILITIES & EQUITY
       
    Liabilities
       
      Current Liabilities
       
        Accounts Payable        
          2000 Accounts Payable    
60,304.17
 
        Total Accounts Payable    
60,304.17
 
        Credit Cards      
              Amex    
523.37
 
        Total Credit Cards    
523.37
 
         
        Other Current Liabilities        
          2050 Loans Payable    
102,850.40
 
          2201Accrued Sales Tax    
903.32
 
        Total Other Current Liabilities    
103,753.72
 
         
    Total Current Liabilities
   
164,581.26
 
         
  Total Liabilities
   
164,581.26
 
         
  Equity
       
    3910 Distributions - Shareholders
   
-61,500.00
 
    3999 P & L Summary
   
-64,571.37
 
    3000 Opening Bal Equity
   
3,009.63
 
    3900 Retained Earnings
   
50,827.07
 
    Net Income
   
-16,637.69
 
  Total Equity
   
-88,872.36
 
TOTAL LIABILITIES & EQUITY
   
75,708.90
 

 
 

 
AnyWhere MD, Inc.
Statements of Cash Flows
January through December 31 2006
(unaudited)
 
January through December 31, 2006

Operating Activities

 Net Income (Loss )   (16,637.69)   
       
Revenues
 
$
578,710.32
 
Cost of doing business
 
$
564,274.72
 
         
Net Change in Cash
 
$
2,725.18
 
         
Beginning Cash Balance
  $ 826.79  
         
Ending Cash Balance   $ 3,551.97  
Significant non cash transactions
 
None

 
 
 

 

  Statement of Stockholders' Equity
 
 For Period ending December 31, 2006
 
 (Unaudited)
 
   
   
 Statements of Stockholders' Equity  
   
  March 31, 2006
   
 
 
 
 
 
 
     
Common Stock 
   
Paid in 
   
Accumulated 
   
 Total 
 
     
Shares 
   
Amount 
   
 Capital 
   
Deficit
   
Equity 
 
Founder's Stock
at $0.00128 per share
   
5,007,000
 
$
5,007
 
$
1,495
       
$
6,502
 
                                 
Officer Contributed Services
               
4,000
         
4,000
 
                                 
Net (Loss)
                   
$
(2,223
)
 
(2,223
)
                                 
Balance, March 31, 2003
   
5,007,000
   
5,007
   
5,495
   
(2,223
)
 
8,279
 
                                 
Officer Contributed Services
               
12,000
         
12,000
 
                                 
Net (Loss)
                     
(15,923
)
 
(15,923
)
                                 
Balance, March 31, 2004
   
5,007,000
   
5,007
   
17,495
   
(18,146
)
 
4,356
 
                                 
Officer Contributed Services
               
3,000
         
3,000
 
                                 
Net (loss)
                     
(5,171
)
 
(5,171
)
                                 
Balance, Dec 31, 2004
   
5,007,000
   
5,007
   
20,495
   
(23,317
)
 
2,185
 
                                 
Balance March 31st, 2005
   
200,000,000
                     
0.00010676
 
                                 
Net Income
                   
$
21,352.99
       
                                 
Balance June 30, 2005
   
200,000,000
                     
(0.00000243
)
                                 
Net Income
                     
(487.15
)
     
                                 
Balance September 30, 2005
   
200,000,000
                     
0.00005519 
 
                       
Net Income
                     
11,038.50
       
                                 
Balance December 31, 2005
   
200,000,000
                     
0.00009113
 
                       
Net Income
                     
18,227.73
       
                                 
Balance March 31, 2006
   
200,000,000
                     
(00002393
)
                                 
Net Income
                     
(4,787.32
)
     
                                 
Balance June 30, 2006
   
200,000,000
                     
0.00009112
 
                                 
Net Income
                     
(19,796.45
)
     
                                 
Balance September 30, 2006
 
200,000,000
             
(.00009898
)
                       
Net Income
                     
(16,637.69
)
     
                                 
Balance December 31 2006
 
200,000,000
             
(.00008318
)
                       

Effective February 1st 2005 the company, Telcom Direct Inc merged into AnyWhere MD, Inc and issued an additional 194,993,000

 
 

 
 
The accompanying notes are an integral part of these statements

Anywhere MD, Inc
NOTES TO FINANCIAL STATEMENTS
January through December 31 2006
 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS
 
Anywhere MD, Inc predecessor. (the Company) was incorporated under the laws of the state of Nevada on December 6, 2002.
 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
 
Accounting Basis The basis is accounting principles generally accepted in the United States of America.
 
Earnings (Loss) per Share

The basic earnings (loss) per share is calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. The Company has no potentially dilutive shares outstanding. Therefore the basic and dilutive are the same.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.
 
Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.
 
Stock Based Compensation

The Company accounts for its stock based compensation based on provisions in SFAS No. 123, Accounting for Stock-Based Compensation which utilizes the fair method for the valuation of its securities given as compensation. The Company currently has no Stock Based

Compensation program.

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

 
 

 
Revenue

Revenue for sales is recorded when the product is shipped to the customer

Notes to Financial Statements - Continued
 
NOTE 3. RELATED PARTY TRANSACTIONS
 
The officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities becomes available, he 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 4. PROVISION FOR INCOME TAXES
 
The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
 
The total deferred tax asset is calculated by multiplying a 15% estimated tax rate by the items making up the deferred tax account, the NOL.
 
NOTE 5. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent accounting standards and their effect on the Company. SFAS 148 Accounting for Stock-Based Compensation-Transition and Disclosure
 
Amends FASB 123 to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation.

SFAS 149 Amendment of Statement 133 on Derivative Instruments and Hedging Activities

This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement NO. 133, Accounting for Derivative Instruments and Hedging Activities.

SFAS 150 Financial Instruments with Characteristics of both Liabilities and Equity

This Statement requires that such instruments be classified as liabilities in the balance sheet. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003.

Interpretation No. 46 (FIN 46)Effective January 31, 2003, The Financial Accounting Standards Board requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a continuing financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company has not invested in any such entities, and does not expect to do so in the foreseeable future.
 
The adoption of these new Statements is not expected to have a material effect on the Company's financial position, results or operations, or cash flows. 

 
 

 

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