forms3-a.htm

S-3/A 1 forms3-a.htm forms3-a.htm

Lyle B. Stewart, Esq.
General Counsel
Medix Resources, Inc.
7100 E. Belleview Avenue, Suite 301
Greenwood Village, CO 80111
(303) 267-0920
(303) 267-0922 Fax

United States Securities and Exchange March 27, 2001
Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20459

Dear Madams and Sirs:

On behalf of Medix Resources, Inc. (the "Company"), and pursuant to Rule
101(a)(2)(i) of Regulation S-T, filed herewith is a Post-Effective Amendment to
its Registration Statement (Reg. No. 333-85483), which registered 11,098,000
shares of its common stock to be sold by selling shareholders.

The original Registration Statement was filed on Form S-2, however, since that
filing, the Company's common stock was listed for trading on the American Stock
Exchange, which now permits the Company to use a Form S-3 pursuant to General
Instructions I.B. 3. Therefore, this Post-Effective Amendment formally changes
the Form on which this Registration Statement is being filed to a Form S-3.

If you have any questions about this filing, please contact the undersigned at
the telephone or fax numbers indicated above.

Very truly yours

/s/Lyle B. Stewart

As filed with the Securities and Exchange Commission on March 27, 2001
Registration No. 333-85483

==============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-3/A
FORM S-3 POST-EFFECTIVE AMENDMENT
to
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---
MEDIX RESOURCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------

Colorado 84-1123311
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
--------------------------------------------------------------------------------

305 Madison Avenue, 20th floor
New York, New York 10165
(212) 697-2509
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

Lyle B. Stewart, Esq.
3751 S. Quebec St.
Denver, CO 80237
(303) 267-0920
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-----------------

Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to item 11(a)(1)
of this Form, check the following box:

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering:

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box:

-------------------------

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

SUBJECT TO COMPLETION
March 27, 2001
PROSPECTUS

MEDIX RESOURCES, INC.

11,098,000 Shares of Common Stock

The shareholders of Medix Resources, Inc. named herein will have the right
to offer and sell up to an aggregate of 11,098,000 shares of our common stock
under this Prospectus.

Medix will not receive directly any of the proceeds from the sale of these
shares by the selling shareholders. However, Medix will receive the proceeds
from the exercise of any warrants or options to obtain the shares to be sold
hereunder. Medix will pay the expenses of registration of these shares.

The common stock is traded on the American Stock Exchange under the
symbol "MXR". On March 19, 2001, the closing price of the common stock was
reported as $0.65.

The securities offered hereby involve a high degree of risk. See "RISK
FACTORS" beginning on page 3 for certain risks that should be considered by
prospective purchasers of the securities offered hereby.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or determined if
this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.

The date of this Prospectus is April __, 2001

No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by us, the
selling shareholders or any other person. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is correct as of any time
subsequent to the date hereof or that there has been no change in our affairs
since such date.

------------------

TABLE OF CONTENTS
------------------

FORWARD-LOOKING STATEMENTS

RISK FACTORS

THE COMPANY

USE OF PROCEEDS

SELLING SHAREHOLDERS

DESCRIPTION OF SECURITIES

PLAN OF DISTRIBUTION

INDEMNIFICATION OF OFFICERS AND DIRECTORS

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

LEGAL MATTERS

EXPERTS

FORWARD-LOOKING STATEMENTS

This Prospectus and the documents incorporated by reference into this
Prospectus contain forward-looking statements, which mean that they relate to
events or transactions that have not yet occurred, our expectations or
estimates for Medix's future operations, our growth strategies or business
plans or other facts that have not yet occurred. Such statements can be
identified by the use of forward-looking terminology such as "might," "may,"
"will," "could," "expect," "anticipate," "estimate," "likely," "believe," or
"continue" or the negative thereof or other variations thereon or comparable
terminology. The following risk factors contain discussions of important
factors that should be considered by prospective investors for their
potential impact on forward-looking statements included in this Prospectus
and in the documents incorporated by reference into this Prospectus. These
important factors, among others, may cause actual results to differ
materially and adversely from the results expressed or implied by the
forward-looking statements.

RISK FACTORS

An investment in our common stock:
o has a high degree of risk;
o is highly speculative;
o should only be considered by those persons or entities who can afford
to loose their entire investment.

In addition to the other information contained in this Prospectus, the
following risk factors should be carefully considered in evaluating our
business and an investment in our shares. The order in which the following
risk factors are presented does not indicate the relative magnitude of the
risks described.

Our Continuing Losses; Going Concern Exception; Our Need for Additional
Financing

We reported net losses of ($5,415,000), ($4,847,000) and ($5,422,000) for
the years ended December 31, 2000, December 31, 1999 and December 27, 1998,
respectively. At December 31, 2000, we had an accumulated deficit of
($23,423,000). Our independent accountants have included a "going concern"
exception in their audit report on our audited 2000 financial statements.
See our Form 10-KSB for the fiscal year ended December 31, 2000.

We expect to continue to experience loses, in the near term, as we attempt
to develop our Cymedix(R)software products. The current operation of our
business and our ability to continue to develop our Cymedix software products
will depend upon our ability to obtain additional financing. Currently, we
are not receiving any significant revenues from the sale of our Cymedix
software products. We are attempting to meet our current cash flow needs by
raising capital in the private debt and equity markets and through the
exercise of currently outstanding warrants. The development and marketing of
the Cymedix software products require substantial capital investments. There
can be no assurance that additional investments or financings will be
available to us as needed to support the development of Cymedix products.
Failure to obtain such capital on a timely basis could result in lost
business opportunities, the sale of the Cymedix business at a distressed
price or the financial failure of our company.

Risk of Development Stage Company

Since the sale of our remaining temporary staffing business in early 2000,
we principally develop software for Internet-based communications and
information management for medical service providers, through our
wholly-owned subsidiary, Cymedix Lynx Corporation. Our software products
are currently being tested by several different healthcare providers.
However, our Cymedix software business has not yet generated any significant
revenues.

Our company, through its subsidiary Cymedix Lynx Corporation, has
only recently begun its medical software line of business through the
acquisition of a development stage medical software business in 1998. Our
company has little experience in marketing software products, providing
software support services, evaluating demand for products, financing a
software business and dealing with government regulation of software
products. While we have recently put together a team of experienced
executives, they have come from different backgrounds and may require some
time to develop an efficient operating structure and corporate culture for
our company. We believe our structure of multiple offices serves our
customers well, but it does present an additional challenge in building our
corporate culture and operating structure.

Our products are still in the development stage and have not yet proven
their effectiveness or their marketability. As a developer of software
products, we will be required to anticipate and adapt to evolving industry
standards and new technological developments. The market for our software
products is characterized by continued and rapid technological advances in
both hardware and software development, requiring ongoing expenditures for
research and development, and timely introduction of new products and
enhancements to existing products. The establishment of standards is largely
a function of user acceptance. Therefore, such standards are subject to
change. Our future success, if any, will depend in part upon our ability to
enhance existing products, to respond effectively to technology changes, and
to introduce new products and technologies to meet the evolving needs of our
clients in the healthcare information systems market. The introduction of
software products in that market has been slow due to the large number of
small practitioners who are resistant to change and the costs associated with
change, particularly in a period of rising pressure to reduce costs in the
market. We are currently devoting significant resources toward the
development of products. There can be no assurance that we will successfully
complete the development of these products in a timely fashion or that our
current or future products will satisfy the needs of the healthcare
information systems market. Further, there can be no assurance that products
or technologies developed by others will not adversely affect our competitive
position or render our products or technologies noncompetitive or obsolete.

Product Liability Risks

Certain of our products provide applications that relate to patient
medical histories and treatment plans. Any failure by our products to
provide accurate, secure and timely information could result in product
liability claims against us by our clients or their affiliates or patients.
We maintain insurance that we believes is adequate to protect against claims
associated with the use of our products, but there can be no assurance that
our insurance coverage would adequately cover any claim asserted against us.
A successful claim brought against us in excess of our insurance coverage
could have a material adverse effect on our results of operations, financial
condition or business. Even unsuccessful claims could result in the
expenditure of funds in litigation, as well as diversion of management time
and resources.

There is Great Uncertainty in the Healthcare Industry

The healthcare and medical services industry in the United States is in a
period of rapid change and uncertainty. Governmental programs have been
proposed, and some adopted, from time to time, to reform various aspects of
the U.S. healthcare delivery system. Some of these programs contain
proposals to increase government involvement in healthcare, lower
reimbursement rates and otherwise change the operating environment for our
customers. Particularly, the Health Insurance Portability and Accountability
Act of 1996, and the regulations that are being promulgated thereunder, are
causing the healthcare industry to change its procedures and incur
substantial cost in doing so. We cannot predict with any certainty what
impact, if any, these and future healthcare reforms might have on our
business.

Risks of Infringement of Proprietary Technology

Our wholly-owned subsidiary, Cymedix Lynx Corporation, has been granted
certain patent rights, trademarks and copyrights relating to its software
business. These patents and copyrights have been assigned by our subsidiary
to the parent company, Medix. The patent and intellectual property legal
issues for software programs, such as the Cymedix(R)products, are complex and
currently evolving. Since patent applications are secret until patents are
issued, in the United States, or published, in other countries, we cannot be
sure that we are the first to file any patent application. In addition,
there can be no assurance that competitors, many of which have far greater
resources than we do, will not apply for and obtain patents that will
interfere with our ability to develop or market product ideas that we have
originated. Further, the laws of certain foreign countries do not provide
the protection to intellectual property that is provided in the United
States, and may limit our ability to market its products overseas. We cannot
give any assurance that the scope of the rights that we have been granted are
broad enough to fully protect our Cymedix software from infringement.

Litigation or regulatory proceedings may be necessary to protect our
intellectual property rights, such as the scope of our patent. In fact, the
computer software industry in general is characterized by substantial
litigation. Such litigation and regulatory proceedings are very expensive
and could be a significant drain on our resources and divert resources from
product development. There is no assurance that we will have the financial
resources to defend our patent rights or other intellectual property from
infringement or claims of invalidity.

We also rely upon unpatented proprietary technology and no assurance can
be given that others will not independently develop substantially equivalent
proprietary information and techniques or otherwise gain access to or
disclose our proprietary technology or that we can meaningfully protect our
rights in such unpatented proprietary technology. We will use our best
efforts to protect such information and techniques, however, no assurance can
be given that such efforts will be successful. The failure to protect our
intellectual property could cause us to loose substantial revenues and to
fail to reach its financial potential over the long term.

Our Business is Highly Competitive

Medical Information Software. Competition can be expected to emerge from
established healthcare information vendors and established or new Internet
related vendors. The most likely competitors are companies with a focus on
clinical information systems and enterprises with an Internet commerce or
electronic network focus. Many of these competitors will have access to
substantially greater amounts of capital resources than we have access to,
for the financing of technical, manufacturing and marketing efforts.
Frequently, these competitors will have affiliations with major medical
product companies or software developers, who will assist in the financing of
such competitor's product development. We will seek to raise capital to
develop Cymedix products in a timely manner, however, so long as our
operations remain underfunded, as they now are, we will be at a competitive
disadvantage.

Software Development Personnel. The success of the development of our
Cymedix software is dependent to a significant degree on our key management
and technical personnel. We believe that our success will also depend upon
our ability to attract, motivate and retain highly skilled, managerial, sales
and marketing, and technical personnel, including software programmers and
systems architects skilled in the computer languages in which our Cymedix
products operate. Competition for such personnel in the software and
information services industries is intense. The loss of key personnel, or
the inability to hire or retain qualified personnel, could have a material
adverse effect on our results of operations, financial condition or
business.

Securities Law Issues

We have raised substantial amounts of capital in private placements from
time to time. The securities offered in such private placements were not
registered with the Securities and Exchange Commission or any state agency in
reliance upon exemptions from such registration requirements. Such
exemptions are highly technical in nature and if we inadvertently failed to
comply with the requirements of any of such exemptive provisions, investors
would have the right to rescind their purchase of our securities or sue for
damages. If one or more investors were to successfully seek such rescission
or institute such suit, Medix could face severe financial demands that could
material and adversely affect our financial position.

Impact of Shares Eligible for Future Sale

As of March 15, 2001, we had 48,406,664 shares of common stock
outstanding. As of that date, approximately 20,641,895 shares were issuable
upon the exercise of outstanding options, warrants or other rights, and the
conversion of preferred stock. Most of these shares will be immediately
saleable upon exercise or conversion under registration statements we have
filed with the U.S. Securities and Exchange Commission (the "SEC"). The
exercise prices of options, warrants or other rights to acquire common stock
presently outstanding range from $0.19 per share to $4.97 per share. During
the respective terms of the outstanding options, warrants, preferred stock
and other outstanding derivative securities, the holders are given the
opportunity to profit from a rise in the market price of the common stock,
and the exercise of any options, warrants or other rights may dilute the book
value per share of the common stock and put downward pressure on the price of
the common stock. The existence of the options, conversion rights, or any
outstanding warrants may adversely affect the terms on which we may obtain
additional equity financing. Moreover, the holders of such securities are
likely to exercise their rights to acquire common stock at a time when we
would otherwise be able to obtain capital on terms more favorable than could
be obtained through the exercise or conversion of such securities.

Volatility of Our Stock Price

Historically, our common stock has experienced significant price
fluctuations. This has been caused by factors such as:
o negative announcements by our company or others, particularly in the
technology sector;
o regulatory, legislative or other developments affecting our company or
the health care industry generally;
o conversion of our preferred stock into common stock at conversion rates
based on current market prices of our common stock and exercise
of options and warrants at below current market prices; and
o market conditions specific to technology and internet companies, the
health care industry and general market conditions.

In addition, in recent years the stock market has experienced significant
price and volume fluctuations. These fluctuations, which are often unrelated
to the operating performance of specific companies, have had a substantial
effect on the market price for many health care related companies. Factors
such as those cited above, as well as other factors that may be unrelated to
our operating performance may adversely affect the price of our common stock.

Application of Penny Stock Rules to Our Common Stock

Trading of our common stock may be subject to the penny stock rules under
the Securities Exchange Act of 1934, as amended, unless an exemption from
such rules is available. Broker-dealers making a market in our common stock
will be required to provide disclosure to their customers regarding the risks
associated with our common stock, the suitability for the customer of an
investment in our common stock, the duties of the broker-dealer to the
customer and information regarding bid and ask prices for our common stock,
and the amount and description of any compensation the broker-dealer would
receive in connection with a transaction in our common stock. The
application of these rules will likely result in fewer market makers making a
market of our common stock and further restrict the liquidity of our common
stock.

Absence of Common Stock Dividends

We have not had earnings, but if earnings were available, it is our
general policy to retain any earnings for use in our operation. Therefore,
we do not anticipate paying any cash dividends on our common stock in the
foreseeable future. Any payment of cash dividends on our common stock in the
future will be dependent upon our financial condition, results of operations,
current and anticipated cash requirements, plans for expansion, as well as
other factors that the Board of Directors deems relevant. We anticipate that
our future financing agreements will prohibit the payment of common stock
dividends without the prior written consent of our lender(s).

THE COMPANY

Medix Resources, Inc., a Colorado corporation, sold its supplemental
staffing business, which operated under the tradenames "National Care
Resources" and "TherAmerica" on February 19, 2000, and now principally
develops software for Internet-based communications and information
management for medical service providers, through its wholly-owned
subsidiary, Cymedix Lynx Corporation.

We acquired Cymedix in January of 1998. Cymedix has developed an
Internet-based communications and information management product, which we
began marketing to medical professionals nationwide. Growth of the medical
information management marketplace is being driven by the need to share
significant amounts of clinical and patient information between physicians,
their outpatient service providers, hospitals, insurance companies and
managed care organizations. This market is one of the fastest-growing
sectors in healthcare today, commanding a projected two-thirds of health care
capital investments. The Cymedix(R)software contains patented elements that
can be used to develop secure medical communications products that make use
of the Internet. Using the Cymedix software, medical professionals can
order, prescribe and access medical information from insurance companies and
managed care organizations, as well as from any participating outpatient
service provider such as a laboratory, radiology center, pharmacy or
hospital. We will provide the software at minimal charges to physicians and
clinics, and will collect user fees whenever these products are used to
provide services on the Internet. The products' relational database
technology will provide physicians with a permanent, ongoing record of each
patient's name, address, insurance or managed care affiliation, referral
status, medical history, personalized notes and an audit trail of past
encounters. Physicians will be able to electronically order medical
procedures, receive and store test results, check patient eligibility, make
medical referrals, request authorizations, and report financial and encounter
information in a cost-effective, secure and timely manner.

Our principal executive office is located at 305 Madison Ave., Suite 2033,
New York, NY 10165, and its telephone number is (212) 697-2509. Our
principal administrative office is at 7100 East Belleview Ave., Greenwood
Village, CO 80111, and its telephone number is (303) 741-2045. We also have
offices in California, Georgia and New Jersey.

USE OF PROCEEDS

The net proceeds from the sale of shares will be received by the selling
shareholders. Medix will not receive any of the proceeds from any sale of
the shares by the selling shareholders. However, Medix will receive the
proceeds from the exercise of any warrants or options to obtain the shares to
be sold hereunder.

SELLING SHAREHOLDERS

The table below sets forth the original information, with respect to the
selling shareholders, including names, holdings of shares of common stock
prior to the offering of the shares, the number of shares being offered for
each account, and the number and percentage of shares of common stock to be
owned by the selling shareholders immediately following the sale of the
shares, assuming all of the offered shares are sold.

Shares of Shares of Common
Common Stock Shares of Stock to be
Beneficially Common Beneficially Owned After
Owned Stock the Offering
Before the Being ------------------------
Offering Offered Number Percentage
------------ ---------- ----------- -----------

Ananian, Fred ................. 88,000 60,000 28,000 *%
Banov, Robert ................. 200,000 200,000 0 0%
Baron, Eric ................... 128,000 128,000 0 0%
Baron, Eugene ................. 124,000 124,000 0 0%
Bergquist, Dennis & Leslie .... 200,000 200,000 0 0%
Bernabei, John ................ 125,000 125,000 0 0%
Black Hills Investment ........ 560,000 560,000 0 0%
Corporation
Blank, Michael ................ 100,000 100,000 0 0%
Brock, David .................. 125,000 125,000 0 0%
Brown, Lisa Dake .............. 200,000 200,000 0 0%
Cadence Capital Corporation ... 1,500,000 1,500,000 0 0%
Carl Fricke Trust ............. 80,000 80,000 0 0%
Cohen, Darryl ................. 520,000 500,000 20,000 *
Colwell, John ................. 110,000 100,000 10,000 *
Counterpoint Capital .......... 400,000 400,000 0 0%
Management, L.L.C .............
Counterpoint Master, L.L.C .... 700,000 700,000 0 0%
Dimare, Marcy ................. 60,000 40,000 20,000 *
Duck Partners ................. 400,000 400,000 0 0%
Elmes, Tim & Tristina, JTWROS .. 40,000 40,000 0 0%
Frigg Ltd. .................... 200,000 200,000 0 0%
Hackett, D. Kim ............... 40,000 40,000 0 0%
Harmonic Money Purchase ....... 100,000 100,000 0 0%
Pension Plan
Harris, Robert ................ 24,000 24,000 0 0%
Higgins, Nicola ............... 40,000 40,000 0 0%
Hoffman, Craig ................ 100,000 100,000 0 0%
Kaufman, Peter ................ 200,000 200,000 0 0%
Klem, Michael ................. 20,000 20,000 0 0%
Knepper, Michael .............. 60,000 60,000 0 0%
Lane, John .................... 550,000 200,000 350,000 *%
Laura Huberfeld/Naomi Bodner .. 1,200,000 1,200,000 0 0%
Partnership
Lyons, William ................ 250,000 250,000 0 0%
Martineau, Steven ............. 50,000 50,000 0 0%
McCullogh, Robert ............. 250,000 250,000 0 0%
McKenzie Webster Limited ...... 972,000 292,000 680,000 1.4%
Millenco, LP .................. 520,000 520,000 0 0%
Neiman, Brian ................. 40,000 40,000 0 0%
Oberrotman, Alain ............. 100,000 100,000 0 0%
Peterson, James P ............. 160,000 160,000 0 0%
Prufeta, John ................. 1,623,000 500,000 1,123,000 2.2%
Richard B & Jacqueline M ...... 520,000 520,000 0 0%
Wasson TTEES FBO Wasson
Family Trust
Rockwell Investment LTD ....... 100,000 100,000 0 0%
Smokowski, Kevin .............. 250,000 250,000 0 0%
Stone, Jay .................... 123,000 100,000 23,000 *
Stone, Kendall ................ 123,000 100,000 23,000 *
Weatherford, Randy ............ 100,000 100,000 0 0%
--------- --------- ---------

Total
13,375,000 11,098,000 2,277,000

* less than 1%

Relationship Between Medix and the Selling Shareholders

The selling shareholders have or will acquire the shares of common stock
indicated above in one of the following ways: (i) upon the conversion of
preferred stock and debt securities issued by us, (ii) upon the exercise of
warrants issued with such preferred stock and debt securities, and (iii) upon
the exercise of warrants issued to a creditor, and (iv) upon the exercise of
options issued to a consultant.

Of the shares of Common Stock offered by this Prospectus, 1,500,000 shares
have been issued in connection with the Company's Series A Units, each of
which consisted of one share of the Company's 1999 Series A Convertible
Preferred Stock (the "Series A Preferred") and one thousand Common Stock
Warrants. The Series A Preferred was convertible into common stock at a
price of $0.25 per share from through March 1, 2003. Each Warrant entitled
the holder to purchase one share of common stock at $1.00 through October 1,
2000.

An additional 7,328,000 shares offered by this Prospectus have been or
will be issued in connection with the Company's Series B Units, each of
which consists of one share of the Company's 1999 Series B Convertible
Preferred Stock (the "Series B Preferred") and two thousand Common Stock
Warrants. The Series B Preferred is convertible into common stock at a price
of $0.50 per share through October 1, 2003. Each Warrant entitles the holder
to purchase one share of Common Stock at $0.50 through October 1, 2002.

An additional 1,500,000 shares offered by this Prospectus have been issued
in connection with convertible debt and a Common Stock Warrant issued to a
creditor of the Company. The debt was converted at $.50. The Warrant
entitled the holder to purchase 500,000 shares of Common Stock at $0.50 per
share through September 27, 2002.

DESCRIPTION OF SECURITIES

Our authorized capital consists of 100,000,000 shares of common stock, par
value $.001 per share, and 2,500,000 shares of preferred stock. As of March
15, 2001, we had outstanding 48,406,664 shares of common stock, 1 share of
1996 Preferred Stock, 50 shares of 1999 Series B Preferred Stock and 375
shares of 1999 Series C Preferred Stock. As of such date, our common stock
was held of record by approximately 375 persons and beneficially owned by
approximately 4,000 persons.

Common Stock

Each share of common stock is entitled to one vote at all meetings of
shareholders. Shareholders are not permitted to cumulate votes in the
election of directors. Currently, the Board of Directors consists of six
directors, who serve for staggered terms of three years, with at least two
directors elected at every annual meeting. All shares of common stock are
equal to each other with respect to liquidation rights and dividend rights.
There are no preemptive rights to purchase any additional common stock. In
the event of liquidation, dissolution or winding up of Medix, holders of the
common stock will be entitled to receive on a pro rata basis all assets of
Medix remaining after satisfaction of all liabilities and preferences of the
outstanding preferred stock. The outstanding shares of common stock and the
shares of common stock issuable upon conversion or exercise of derivative
securities are or will be, as the case may be, duly and validly issued, fully
paid and non-assessable.

Transfer Agent and Registrar

We have retained Computershare Trust Company, Inc., 12039 W. Alameda
Parkway, Suite Z-2, Lakewood, Colorado 80228, as Transfer Agent and Registrar
for the our common stock, (303) 986-5400.

PLAN OF DISTRIBUTION

The selling shareholders and any of their pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded. These sales may be at fixed or negotiated
prices. The selling shareholders may use any one or more of the following
methods when selling shares:

- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

- block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

- an exchange distribution in accordance with the rules of the
applicable exchange;

- privately negotiated transactions;

- short sales;

- broker-dealers may agree with the selling shareholders to sell a
specified number of such shares at a stipulated price per share;

- a combination of any such methods of sale; and

- any other method permitted pursuant to applicable law.

The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

The selling shareholders may also engage in short sales against the box,
puts and calls and other transactions in securities of the Company or
derivatives of Company securities and may sell or deliver shares in
connection with these trades. The selling shareholders may pledge their
shares to their brokers under the margin provisions of customer agreements.
If a Selling Stockholder defaults on a margin loan, the broker may, from time
to time, offer and sell the pledged shares. The selling shareholders have
advised the Company that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers
regarding the sale of their shares other than ordinary course brokerage
arrangements, nor is there an underwriter or coordinating broker acting in
connection with the proposed sale of shares by the selling shareholders.

Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling shareholders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated. The selling shareholders do not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved.

The selling shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event,
any commissions received by such broker-dealers or agents and any profit on
the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.

The Company is required to pay all fees and expenses incident to the
registration of the shares, including fees and disbursements of counsel to
certain of the selling shareholders. Otherwise, all discounts, commissions
or fees incurred in connection with the sale of the common stock offered
hereby will be paid by the selling shareholders. The Company has agreed to
indemnify the certain selling shareholders against certain losses, claims,
damages and liabilities, including liabilities under the Securities Act.

Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and
of the participating broker-dealer(s), (ii) the number of shares involved,
(iii) the price at which such shares were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable,
(v) that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus, and
(vi) other facts material to the transaction.

In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers. In addition, in certain
states the shares may not be sold unless the Shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.

The Company has advised the selling shareholders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange
Act may apply to their sales of the shares offered hereby.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Article 109 of the Colorado Business Corporation Act generally provides
that Medix may indemnify its directors, officers, employees and agents
against liabilities in any action, suit or proceeding whether civil,
criminal, administrative or investigative and whether formal or informal (a
"Proceeding"), by reason of being or having been a director, officer,
employee, fiduciary or agent of Medix, if such person acted in good faith and
reasonably believed that his conduct, in his official capacity, was in the
best interests of Medix (or, with respect to employee benefit plans, was in
the best interests of the participants of the plan), and in all other cases
that his conduct was at least not opposed to Medix's best interests. In the
case of a criminal proceeding, the director, officer, employee or agent must
have had no reasonable cause to believe that his conduct was unlawful. Under
Colorado Law, Medix may not indemnify a director, officer, employee or agent
in connection with a proceeding by or in the right of Medix if the director
is adjudged liable to Medix, or in a proceeding in which the directors,
officer employee or agent is adjudged liable for an improper personal benefit.

Our Articles of Incorporation provide that we shall indemnify its
directors, and officers, employees and agents to the extent and in the manner
permitted by the provisions of the laws of the State of Colorado, as amended
from time to time, subject to any permissible expansion or limitation of such
indemnification, as may be set forth in any shareholders' or directors'
resolution or by contract.

Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling Medix pursuant to the foregoing provisions,
Medix has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

AVAILABLE INFORMATION

We are a reporting company and file our annual, quarterly and current
reports, proxy material and other information with the Securities and
Exchange Commission. Reports, proxy statements and other information
concerning Medix filed with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at its office at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
Regional Offices of the Commission at Citicorp Center, 300 West Madison
Street, Chicago, Illinois 60661 and Seven World Trade Center, New York, New
York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. Our SEC filings are also available at the
SEC's Website at "http:\\www.sec.gov".

We have filed a registration statement under the Securities Act, with
respect to the securities offered pursuant to this Prospectus. This
Prospectus does not contain all of the information set forth in the
registration statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information,
reference is made to the registration statement and the exhibits filed as a
part thereof, which may be found at the locations and Website referred to
above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to the documents filed by us with the SEC that contains that
information. The information incorporated by reference is an important part
of this Prospectus, and the information that we file with the SEC after the
date of this Prospectus will automatically update and supercede the
information contained in this Prospectus or incorporated by reference into
this Prospectus. We hereby incorporate by reference the documents listed
below and any future filing we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

(a) a copy of our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000.

All reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year referred to in item (a) above shall be
deemed to be incorporated herein by reference and to be a part of this
Prospectus. All documents filed by us pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, subsequent to the date of this Prospectus and
prior to the termination of the offering, shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the respective
dates of such filings. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Prospectus, or made herein,
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in any subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

We will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon oral or written request of any such person, a
copy of any or all of the documents incorporated herein by reference, other
than the exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Requests should be directed to Investor Relations Department,
Medix Resources, Inc., 7100 E. Belleview Avenue, Suite 301, Greenwood
Village, Colorado 80111, telephone (303) 741-2045.

LEGAL MATTERS

The validity of the shares offered hereby is being passed upon for us by
Lyle B. Stewart, Esq. our General Counsel. Mr. Stewart or an affiliated
entity has been granted options to purchase 25,000 shares of Medix common
stock at an exercise price of $0.26 per share, which are totally vested, and
options to purchase 150,000 shares of Medix common stock at an exercise price
of $3.38 per share, of which options covering 87,500 shares have vested,
under our 1999 Stock Option Plan.

EXPERTS

The consolidated financial statements of Medix as of December 31, 2000,
and for each of the two years in the period ended December 31, 2000 appearing
in our 2000 Form 10-KSB have been audited by Ehrhardt Keefe Steiner & Hottman
P.C., independent auditors, as stated in their report appearing therein, and
have been incorporated herein by reference in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a list of the estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of the Shares
being registered hereby.

SEC Registration Fee............................. $ 1,270
Blue Sky Filing Fees and Expenses................ 2,000*
Accountants' Fees and Expenses .................. 2,000*
Legal Fees and Expenses.......................... 5,000*
Miscellaneous ................................... 0*
-------
TOTAL............................................ $10,270

--------------------
* Estimated, subject to change.

The Company will bear all of the above expenses of the
registration of the Shares.

Item 15. Indemnification of Directors and Officers.

See "INDEMNIFICATION OF OFFICERS AND DIRECTORS" in the Prospectus.

Item 16. Exhibits.

Exhibit
Number Description
------- -----------

5.1 Opinion of Lyle B. Stewart, Esq*

23.1 Consent of Ehrhardt Keefe Steiner & Hottman P.C.

23.2 Consent of Lyle B. Stewart, Esq. (included in Exhibit 5.1)*

24. Power of Attorney (included on signature page)
---------
* Previously filed

Item 17. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission (the "Commission") by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), that are incorporated by reference in
the Registration Statement.

(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

B. Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in New York, New York
on March 22, 2001.

MEDIX RESOURCES, INC.

By /s/John R. Prufeta
John R. Prufeta,
President and CEO

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Each person whose signature appears below in so signing also
makes, constitutes and appoints John R. Prufeta and Gary L. smith, and each
of them, his or her true and lawful attorney-in-fact, with full power of
substitution, for him in any and all capacities, to execute and cause to be
filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement, with exhibits
thereto and other documents in connection therewith, and hereby ratifies and
confirms all that said attorney-in-fact or his substitute or substitutes may
do or cause to be done by virtue hereof.

Signature Title Date
--------- ----- ----

/s/John R. Prufeta President, Chief Executive March 22, 2001
John R. Prufeta Officer and Director
(Principal Executive
Officer)

/s/Gary L. Smith Executive Vice President March 22, 2001
Gary L. Smith and Chief Financial
Officer (Principal
Financial and Accounting
Officer)

/s/David B. Skinner Director March 22, 2001
David B. Skinner Director

/s/John T. Lane Director March 22, 2001
John T. Lane

/s/Samuel H. Havens Director March 22, 2001
Samuel H. Havens

/s/Joan E.. Herman Director March 22, 2001
Joan E. Herman

EXHIBIT INDEX

Exhibit
Number Description
------ -----------

5.1 Opinion of Lyle B. Stewart, Esq.*

23.1 Consent of Ehrhardt Keefe Steiner & Hottman P.C.

23.2 Consent of Lyle B. Stewart, Esq.*
(included in Exhibit 5.1)

24. Power of Attorney (included on signature page)
----------
*Previously filed