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MedAire Prepares to Register as a Reporting Company with 
U.S. Securities and Exchange Commission
Board Member Resignation Also Announced

TEMPE, Ariz. (July 7, 2005) MedAire, Inc. (ASX:MDE) today announced that in accordance with section 12(g) of the Securities Exchange Act of 1934, the company is in the process of preparing, and plans on, an August filing of a registration statement on Form 10 with the U.S. Securities and Exchange Commission (SEC).

Upon effectiveness of the registration, the Company will be regulated by the SEC and required to file current, quarterly, annual and other reports. Increased regulation recently enacted under the Exchange Act and the Sarbanes-Oxley Act of 2002 with respect to corporate governance, internal controls and disclosure requirements will also be applicable.

“We are assessing the incremental costs associated with becoming an SEC reporting company and becoming Sarbanes-Oxley compliant,” said MedAire president and COO, James E. Lara. “We know the amount will be significant in order to meet the Sarbanes-Oxley standards on an initial and ongoing basis.” 

Although the company may seek listing of its shares on a U.S. stock exchange or quotation system following registration, the company has not yet determined which exchange or quotation system, if any, might be viable alternatives, and there can be no assurance that the company will be able to satisfy applicable listing requirements.

Coincidental to the process of filing Form 10 with the SEC, MedAire board member Mr. James A.C. MacKenzie submitted his resignation to the Board. Mr. MacKenzie joined the Board in May of 2004. Mr. MacKenzie's resignation indicated that his obligations and commitments to two other board appointments, which predated his election to the MedAire Board, have expanded greatly and as a result significantly reduced his available time.

Form 10 Filing
The company recently became aware that the SEC could hold that its asset and shareholder profile reached the threshold requiring Section 12(g) registration after the end of 2003. Accordingly, the SEC could determine that the company failed to timely file its Form 10 and other reports and documents required by the Exchange Act, in which case the company may be subject to SEC enforcement action, and other legal action.

Forward Looking Statement
This press release contains “forward-looking statements” as that term is defined in the
Private Securities Litigation Reform Act of 1995. These statements involve risks and
uncertainties, which may cause results to differ materially from those set forth in the statements. Such risks and uncertainties include, but are not limited to, changes in health care, telemedicine or insurance regulations, economic and competitive conditions, government regulation and legal costs, and the company's ability to stay abreast of increasing technology demands. MedAire undertakes no obligation to publicly update or revise any forward-looking statement.
 

Contact
MedAire: Michelle Hanson, Phone: +1.480.333.3700, e-mail: mhanson@medaire.com.

 

 

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