SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
EHEALTH.COM, INC.
(Exact name of registrant as specified in its charter)
NEVADA 13-4009696
(State or other jurisdiction of (IRS Employer Identification)
incorporation or organization)
1100 MELVILLE STREET, 6TH FLOOR V6E 4A6
VANCOUVER, BRITISH COLUMBIA (Zip code)
(Address of principal offices)
(604) 689-2944
(Registrant's telephone number, including area code)
Securities to be registered under Section 12(b) of the Act:
NONE
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of class)
<PAGE>
Ehealth.com, Inc. Form 10 2 / 9
EHEALTH.COM, INC.
Table of Contents
<TABLE>
<CAPTION>
<S> <C>
ITEM 1. BUSINESS..........................................................................................3
ITEM 2. FINANCIAL INFORMATION.............................................................................3
ITEM 3. PROPERTIES........................................................................................4
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....................................4
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS..................................................................5
ITEM 6. EXECUTIVE COMPENSATION............................................................................5
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................................................6
ITEM 8. LEGAL PROCEEDINGS.................................................................................6
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.......................................................................7
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES...........................................................7
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED...........................................7
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.........................................................8
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................................................8
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE..............................................................................8
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.................................................................8
</TABLE>
<PAGE>
Ehealth.com, Inc. Form 10 3 / 9
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10, particularly under Items 1 and 2, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks, uncertainties, and other factors that may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements, expressed or implied by
the forward-looking statements.
GENERAL DEVELOPMENT OF BUSINESS
Ehealth.com, Inc. (the "Company") was incorporated as The Enterprise, Inc. under
the laws of Nevada on April 14, 1998, for the purpose of developing a word
processing business. The Enterprise abandoned its word processing business and
changed its name to Ehealth.com, Inc. on December 14, 1998, in anticipation of
acquiring a licence to software technology for the health industry. The Company
did not complete this acquisition.
The Company is negotiating to acquire all of Online Films LLC, a Delaware
limited liability company in the business of aggregating data bases of filmed
entertainment and developing an Internet auction for the selling of rights to
the films in its data base. The purchase price being negotiated is shares of
common stock and a commitment to raise capital for the development of Online
Films' business. The Company is seeking its shareholders' approval of a new name
to reflect this new business if it concludes an agreement with Online Films.
The Company has not been involved in any bankruptcy, receivership or similar
proceedings, has not undergone any material reclassification, merger or
consolidation, and has not purchased or sold any significant assets not in the
ordinary course of its business other than as described in this Form 10.
BUSINESS OF THE COMPANY
The Company has conducted no business of any significance since its
incorporation and has no employees.
The Company will file an amendment to this Form 10 if it concludes its
negotiations and agrees to acquire Online Films before the end of its next
fiscal quarter.
ITEM 2. FINANCIAL INFORMATION
RESULTS OF OPERATIONS
The Company has had no meaningful operations and has realized no operating
revenues. It has been entirely dependent upon cash flow from private placements.
It raised $48,300 by issuing shares in private placements in the eight months
from inception to the December 31, 1998. It has raised nothing since.
The Company has incurred costs of $47,145 since its inception in April, 1998, of
which $10,974, representing 23% of total costs, was spent on general and
administrative expenses, and $20,000, representing 42% of total costs, was spent
on business investigations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations entirely from private placements. It
raised a total of $48,300 since its inception in April, 1998.
The Company had a working capital deficiency of $9,845 at June 30, 1999,
compared to positive working capital of $21,163 at December 31, 1998. The
deficiency is attributable to the increase in general, administrative and
business investigation costs and the lack of any capital infusions.
<PAGE>
Ehealth.com, Inc. Form 10 4 / 9
Cash used in operating activities for the six months ended June 30, 1999, was
$30,025, an increase of approximately $12,750 over the cash used in the period
ended. The increase in cash used is due primarily to a higher net operating loss
of $31,008. Cash flows from financing activities for the six months ended June
30, 1999, were $20,000, an increase of $9,900 over the prior period. This
increase represents the repayment by a third party of a short-term loan.
The Company intends to finance its acquisition of Online Films, if its
negotiations end in an acquisition agreement, with shares of its common stock,
and its operations from the sale of common stock in private placements. There is
no assurance, however, that the Company will be able to raise the capital
necessary to carry out its plans or cover its operating costs.
YEAR 2000 ISSUES
The Company has assessed its internal systems and inquired of third parties
whose systems might present a Year- 2000 risk to determine whether the Year 2000
presents issues that will affect its operations. The Company owns no equipment
and is not dependent upon any third parties whose equipment might be vulnerable
to Year-2000 risks.
The Company will take Year-2000 issues into consideration when it is reviewing
any proposal to acquire a business. The Company believes, as a result of its
inquiries to date, that the Year 2000 will not interfere with its ability to
meet its obligations.
The Company's costs to date in connection with Year-2000 compliance have been
minimal. The Company does not expect that it will incur significant costs in
connection with Year-2000 issues.
ITEM 3. PROPERTIES
The Company owns no property and has no interest in any property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Table 1 lists the persons who are known to the Company to be the owners of more
than five percent of the Company's equity shares according to the stockholder
list provided by the Company's transfer agent as of September 15, 1999. The
nature of their beneficial ownership is not known to the Company.
<TABLE>
<CAPTION>
Table 1
Beneficial Ownership of more than 5%
- -------------------------------------------------------------------------------------------------------------
(3) (4)
(1) (2) NUMBER AND NATURE OF PERCENT
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------------- ----------------------------------------------- ------------------------- ------------
<S> <C> <C> <C>
Common shares Ankerton Trade Ltd.
Century House, Harold's Cross Road
Dublin 6W 1,800,000 8.43%
- -------------------- ----------------------------------------------- ------------------------- ------------
Common shares Capital Associates Investment Partners Ltd.
666 Burrard Street, Suite 1300
Vancouver, B.C. V6C 3J8 1,800,000 8.43%
- -------------------- ----------------------------------------------- ------------------------- ------------
Common shares Mac & Co
PO Box 3196
Pittsburg PA 15230 1,800,000 8.43%
- -------------------- ----------------------------------------------- ------------------------- ------------
Common shares Melbourne Investments Ltd.
73 Front Street, PO Box HM 2908
Hamilton HM NX Bermuda 1,800,000 8.43%
- -------------------- ----------------------------------------------- ------------------------- ------------
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
<PAGE>
Ehealth.com, Inc. Form 10 5 / 9
Table 2 lists the beneficial ownership of the Company's equity securities of the
Company's directors and executive officers as of September 15, 1999.
<TABLE>
<CAPTION>
Table 2
Beneficial Ownership of Management
- -----------------------------------------------------------------------------------------------------
(2) (3) (4)
(1) NAME AND ADDRESS OF NUMBER AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------------- --------------------------------- ------------------------------ -------------
<S> <C> <C> <C>
Common shares Allen Wilson
1100 Melville Street, 6th Floor
Vancouver, B.C. V6E 4A6 300,000 1.41%
- -------------------- --------------------------------- ------------------------------ -------------
</TABLE>
CHANGE IN CONTROL
The Company is not aware of any arrangements that may result in a change of
control of the Company. An agreement to acquire Online Films, if it is
concluded, could result in a change of control. Refer to Item 1.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
The Company has two directors: Allen Wilson, who is also its president; and Mark
Rutledge, who is also its secretary and treasurer.
Mr. Wilson, 30, has been a director since May, 1999. He was educated at
University of British Columbia and Langara College and has been a self-employed
consultant since 1992. Mr. Rutledge, 40, has been a director since September,
1999. He has a Bachelor of Arts (Honours) and a Bachelor of Laws from University
of British Columbia. He has been the vice president of business affairs for
Northwood Entertainment Corp. since 1997, and was the vice president of business
affairs for Movie Vista Productions from 1994 to 1997.
SIGNIFICANT EMPLOYEES
The Company has no significant employees.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of the Company's directors, officers, promoters or control persons during
the past five years was, to the best of the Company's knowledge:
1. A general partner or executive officer of a business that had a
bankruptcy petition filed by or against it either at the time of the
bankruptcy or within the two years before the bankruptcy;
2. Convicted in a criminal proceeding or been subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
3. Subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities; or
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended, or vacated.
ITEM 6. EXECUTIVE COMPENSATION
<PAGE>
Ehealth.com, Inc. Form 10 6 / 9
The Company has two executive officers. No executive officers have been paid any
compensation since the Company's formation in July, 1998. The Company does not
have an employee stock option plan and has granted no other form of compensation
to its executive officers. The Company does not have written employment
contracts with its executive officers. Table 3 summarizes the annual executive
compensation of the Company's chief executive officer for the fiscal period
ended December 31, 1998, and the eight months ended August 31, 1999.
<TABLE>
<CAPTION>
Table 3
Summary Compensation
- -------------------------------------------------------------------------------------------------------------------------------
LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ -------- ----------------------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
COMPEN STOCK OPTIONS/ LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS -SATION AWARDS SARS PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
(A) (B) (C) (D) (E) (F) (G) (H) (I)
- ------------------------- --------- ---------- ---------- ----------- -------------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Patricia Baker CEO 1998 - - - - - - -
Jul 1998-Oct 1998 1999 - - - - - - -
- ------------------------- --------- ---------- ---------- ----------- -------------- -------------- ----------- ------------
Carl King, CEO 1998 - - - - - - -
Oct 1998-May 1999 1999 - - - - - - -
- ------------------------- --------- ---------- ---------- ----------- -------------- -------------- ----------- ------------
Allen Wilson, CEO 1998 - - - - - - -
May 1999-present 1999 - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
No member of management, executive officer, director, nominee for director or
security holder who is known to the Company to own of record or beneficially
more than five percent of any class of the Company's voting securities, nor any
member of the immediate family of any of the foregoing persons, has had any
direct or indirect material interest in any transaction to which the Company was
or is to be a party.
CERTAIN BUSINESS RELATIONSHIPS
No director or nominee for director is or has been related to any person who has
been a party to any transaction with the Company.
INDEBTEDNESS OF MANAGEMENT
No member of management is or has been indebted to the Company since the
beginning of the Company's last fiscal year.
TRANSACTIONS WITH PROMOTERS
The Company's promoters have not received, directly or indirectly, anything of
value from the Company nor are they entitled to receive anything of value from
the Company.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any pending or threatened legal proceedings.
<PAGE>
Ehealth.com, Inc. Form 10 7 / 9
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's common stock is quoted on the NASD OTC Bulletin Board under the
symbol EHLC. Table 4 gives the high and low bid information for each fiscal
quarter since the Company's common stock has been quoted. The bid information
was obtained from Bloomberg and reflects inter-dealer prices, without retail
mark-up, markdown or commission, and may not represent actual transactions.
Table 4
Bid Information
- -----------------------------------------------
Fiscal quarter ended High Low
- ----------------------- --------- -------------
31 Mar 1999 $2.00 0.52
30 Jun 1999 $7.00 1.04
- ------------------------------------------------
HOLDERS
The Company has of record sixteen holders of common stock as of September 14,
1999.
DIVIDENDS
The Company has declared no dividends on its common stock and is not subject to
any restrictions that limit its ability to pay dividends on its common stock.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
The Company was incorporated in April, 1998, and issued 1,000,000 common shares
under Section 4(2) of the Securities Act of 1933 to its three directors for a
total offering price of $1,000 in April, 1998; 17,200 common shares under Rule
504 of Regulation D to fifteen persons for a total offering price of $17,200 in
July, 1998; 100,000 common shares under Section 4(2) of the Securities Act of
1933 to one person for a total offering price of $100; and 6,000,000 common
shares under Rule 504 of Regulation D to ten corporate subscribers for a total
offering price of $30,000 in December, 1998.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON OR PREFERRED STOCK
The Company has one class of common stock. All common shares participate equally
in dividends, voting and preemption rights.
The Company's charter documents contain no provision that would delay, defer or
prevent a change in control of the Company.
DEBT SECURITIES
The Company has no debt securities.
OTHER SECURITIES TO BE REGISTERED
The Company is not registering any other securities.
<PAGE>
Ehealth.com, Inc. Form 10 8 / 9
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company will indemnify its directors and officers from any action, suit or
proceeding, whether civil, criminal, administrative, or investigative to the
extent that indemnification is legally permissible under the laws of Nevada. No
director or officer is personally liable to the Company or its stockholders for
damages for breach of fiduciary duty as a director or officer. Directors and
officers may be held liable to the Company or its stockholders for acts or
omissions that involve intentional misconduct, fraud, a knowing violation of
law, or the payment of dividends in violation of the Nevada Revised Statutes.
The directors may cause the Company to buy and maintain indemnification
insurance on behalf of any person who is or was a director of the Company.
No controlling person, director or officer of the Company is otherwise insured
or indemnified by any statute, charter provisions, by-laws, contract or other
arrangement.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements on page F-1.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company's first independent accountant, Jody M. Weber, was appointed by the
former management of the Company. She has since closed her practice. The
Company's current independent accountants, LaBonte & Company, were appointed by
the current management in August, 1999.
The Company has had no disagreements with Jody M. Weber within the meaning of
Item 304 of Regulation SK on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure in connection
with the audit of the Company's financial statements for the period from the
date of the Company's incorporation until July 14, 1998, that would have caused
Jody M. Weber to issue an adverse opinion or disclaimer of opinion, or to modify
her report as to uncertainty, audit scope or accounting principles if the
disagreements had not been resolved to her satisfaction.
No reportable events (as defined in Item 304 of Regulation SK) occurred with
Jody M. Weber during the period audited. The Company has not consulted with
LaBonte & Company regarding the application of accounting principles to a
specific transaction or the type of audit opinion that might be rendered on the
financial statements during the period audited by Jody M. Weber.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
(b) Exhibits
1. Articles of Incorporation
2. Certificate of Amendment of Articles of Incorporation
3. By-laws
27. Financial data schedule
<PAGE>
Ehealth.com, Inc. Form 10 9 / 9
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, who are duly authorized.
Dated September 15, 1999
EHEALTH.COM, INC.
a Nevada corporation
/s/ Allen Wilson
- --------------------------------------------
Allen Wilson
Chief Executive Officer, President
/s/ Mark Rutledge
- --------------------------------------------
Mark Rutledge
Secretary, Treasurer
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
JUNE 30, 1999
(Unaudited)
<TABLE>
<S> <C>
NOTICE TO READER.........................................................F-2
BALANCE SHEETS...........................................................F-3
STATEMENTS OF OPERATIONS.................................................F-4
STATEMENTS OF CASH FLOWS.................................................F-5
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)...........................F-6
NOTES TO INTERIM FINANCIAL STATEMENTS....................................F-7
</TABLE>
F-1
<PAGE>
LABONTE & CO.
-----------------------------------------
C H A R T E R E D A C C O U N T A N T S
-----------------------------------------
1205 - 1095 WEST PENDER STREET
VANCOUVER, BC CANADA
V6E 2M6
TELEPHONE (604) 682-2778
FACSIMILE (604) 689-2778
NOTICE TO READER
- --------------------------------------------------------------------------------
We have compiled the interim balance sheet of eHealth.com, Inc. as at June 30,
1999 and the interim statements of operations, cash flows and stockholders'
equity (deficiency) for the six month period then ended from information
provided by management. We have not audited, reviewed or otherwise attempted to
verify the accuracy or completeness of such information. Readers are cautioned
that these statements may not be appropriate for their purposes.
"LaBonte & Co."
CHARTERED ACCOUNTANTS
Vancouver, B.C.
August 23, 1999
F-2
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
JUNE 30, 1999
(Unaudited - See Notice to Reader)
<TABLE>
<CAPTION>
June 30, 1999 December 31,
1998
- ------------------------------------------------------------ ---------------- -----------------
<S> <C> <C>
ASSETS
CURRENT
Cash $ - $ 10,025
Loan receivable - 20,000
- ------------------------------------------------------------ ---------------- -----------------
- 30,025
INCORPORATION COSTS 1,000 1,000
DEFERRED SHARE OFFERING COSTS - -
- ------------------------------------------------------------ ---------------- -----------------
$ 1,000 $ 31,025
============================================================ ================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY
CURRENT
Accounts payable and accrued liabilities $ 9,845 $ 8,862
- ------------------------------------------------------------ ---------------- -----------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Capital stock (Note 2) 7,117 7,117
Paid-in capital 31,183 31,183
Deficit (47,145) (16,137)
- ------------------------------------------------------------ ---------------- -----------------
(8,845) 22,163
- ------------------------------------------------------------ ---------------- -----------------
$ 1,000 $ 31,025
============================================================ ================ =================
</TABLE>
The accompanying notes are an integral part
of these interim financial statements
F-3
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited - See Notice to Reader)
<TABLE>
<CAPTION>
Six months July 14, 1998
Inception to ended June 30, to December 31,
June 30, 1998 1999 1998
- ------------------------------------------------------------------------- ---------------- ----------------- -----------------
<S> <C> <C> <C>
GENERAL AND ADMINISTRATIVE EXPENSES
Business investigation costs $ 20,000 $ 20,000 $ -
Management fees 3,200 - 3,200
Office and general 17,399 6,425 10,974
Transfer agent and filing fees 657 657 -
Travel and accommodation 5,889 3,926 1,963
- ------------------------------------------------------------------------- ---------------- ----------------- -----------------
NET LOSS FOR THE PERIOD $ 47,145 $ 31,008 $ 16,137
========================================================================= ================ ================= =================
</TABLE>
The accompanying notes are an integral part
of these interim financial statements
F-4
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited - See Notice to Reader)
<TABLE>
<CAPTION>
Six months July 14, 1998 to
Inception to ended June December 31,
June 30, 1998 30, 1999 1998
- -------------------------------------------------------------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (47,145) $ (31,008) $ (16,137)
Adjustments to reconcile net income to net cash from operating activities:
- incorporation costs (1,000) - -
- share offering costs (10,000) - (1,000)
- accounts payable 9,845 983 (138)
- -------------------------------------------------------------------------- ---------------- ---------------- ------------------
NET CASH FROM OPERATING ACTIVITIES (48,300) (30,025) (17,275)
- -------------------------------------------------------------------------- ---------------- ---------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan receivable - 20,000 (20,000)
Net proceeds on sale of common stock 48,300 - 30,100
- -------------------------------------------------------------------------- ---------------- ---------------- ------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 48,300 20,000 10,100
- -------------------------------------------------------------------------- ---------------- ---------------- ------------------
NET INCREASE (DECREASE) IN CASH - (10,025) (7,175)
CASH, BEGINNING OF PERIOD - 10,025 17,200
- -------------------------------------------------------------------------- ---------------- ---------------- ------------------
CASH, END OF PERIOD $ - $ - $ 10,025
========================================================================== ================ ================ ==================
</TABLE>
The accompanying notes are an integral part
of these interim financial statements
F-5
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIOD FROM APRIL 14 (INCEPTION) TO JUNE 30, 1999
(Unaudited - See Notice to Reader)
<TABLE>
<CAPTION>
Deficit
accumulated
during the
Number of Capital Paid In development
shares Stock Capital stage Total
- ------------------------------------------------------ ------------- -------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Capital stock issued for cash 1,017,200 $ 1,017 $17,183 $ - $18,200
Net income for the period - - - - -
- ------------------------------------------------------ ------------- -------------- ------------- --------------- --------------
Balance, July 13, 1998 1,017,200 1,017 17,183 - 18,200
Net loss for the period - - - (16,137) (16,137)
Capital stock issued for cash, net of deferred
offering costs 6,100,000 6,100 14,000 - 20,100
- ------------------------------------------------------ ------------- -------------- ------------- --------------- --------------
Balance, December 31, 1998 7,117,200 7,117 31,183 (16,137) 22,163
Share split on a 3 for 1 basis 14,234,400 - - - -
Net loss for the period - - - (31,008) (31,008)
- ------------------------------------------------------ ------------- -------------- ------------- --------------- --------------
Balance, June 30, 1999 21,351,600 $ 7,117 $31,183 $(47,145) $(8,845)
====================================================== ============= ============== ============= =============== ==============
</TABLE>
The accompanying notes are an integral part of
these interim financial statements
F-6
<PAGE>
eHEALTH.COM, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
JUNE 30, 1999
- --------------------------------------------------------------------------------
(Unaudited - See Notice to Reader)
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
NATURE OF OPERATIONS
The Company was incorporated on April 14, 1998 in the State of Nevada. Effective
December 14, 1998 the Company changed its name to eHealth.com, Inc. The Company
is in the development stage and is investigating business opportunities. The
ability of the Company to continue as a going concern is dependent on raising
additional capital and on generating future profitable operations. These
financial statements are presented in United States dollars.
LOSS PER SHARE
The loss per share figures have not been calculated as they are not considered
meaningful at this stage of the Company's development.
USE OF ESTIMATES
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.
FINANCIAL INSTRUMENTS
The fair value of the Company's current assets and current liabilities were
estimated to approximate their carrying value due to the immediate or short-term
maturity of these financial instruments.
NOTE 2 - CAPITAL STOCK
- --------------------------------------------------------------------------------
AUTHORIZED: 100,000,000 common shares, par value $0.0001 per share
<TABLE>
<CAPTION>
June 30, 1999 December 31, 1998
Number Value Number Value
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
ISSUED AND OUTSTANDING:
Common shares 21,351,600 $7,117 7,117,200 $7,117
============= ============ ============ ============
</TABLE>
On March 15, 1999 the Company split its outstanding shares on a three for one
basis, resulting in an increase in the number of shares outstanding from
7,117,200 to 21,351,600 common shares.
NOTE 3 - UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
- --------------------------------------------------------------------------------
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000 and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
impact the Company's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 issue affecting the
Company will be fully resolved.
F-7
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<TABLE>
<S> <C>
AUDITORS' REPORT..........................................................F-9
BALANCE SHEETS...........................................................F-10
STATEMENTS OF OPERATIONS.................................................F-11
STATEMENTS OF CASH FLOWS.................................................F-12
STATEMENTS OF STOCKHOLDERS' EQUITY.......................................F-13
NOTES TO FINANCIAL STATEMENTS............................................F-14
</TABLE>
F-8
<PAGE>
LABONTE & CO.
-----------------------------------------
C H A R T E R E D A C C O U N T A N T S
-----------------------------------------
1205 - 1095 WEST PENDER STREET
VANCOUVER, BC CANADA
V6E 2M6
TELEPHONE (604) 682-2778
FACSIMILE (604) 689-2778
AUDITORS' REPORT
- --------------------------------------------------------------------------------
To the Shareholders of eHealth.com, Inc.
We have audited the balance sheet of eHealth.com, Inc. (formerly The Enterprise,
Inc.) as at December 31, 1998 and the statements of operations, stockholders'
equity, and cash flows for the period then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 1998 and the
results of its operations and the changes in its cash flows for the period then
ended in accordance with generally accepted accounting principles.
The financial statements as at July 13, 1998 and for the period then ended were
audited by other auditors who expressed an opinion without reservation on those
statements in their report dated July 14, 1998.
"LaBonte & Co."
CHARTERED ACCOUNTANTS
Vancouver, B.C.
June 30, 1999
F-9
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
December 31, July 13,
1998 1998
- ------------------------------------------------ ---------------- -----------------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 10,025 $ 17,200
Loan receivable 20,000 -
- ------------------------------------------------ ---------------- -----------------
30,025 17,200
INCORPORATION COSTS 1,000 1,000
DEFERRED SHARE OFFERING COSTS - 9,000
- ------------------------------------------------ ---------------- -----------------
$ 31,025 $ 27,200
================================================ ================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 8,862 $ 9,000
- ------------------------------------------------ ---------------- -----------------
STOCKHOLDERS' EQUITY
Capital stock (Note 3) 7,117 1,017
Additional paid-in capital 31,183 17,183
Deficit accumulated in the development stage (16,137) -
- ------------------------------------------------ ---------------- -----------------
22,163 18,200
- ------------------------------------------------ ---------------- -----------------
$ 31,025 $ 27,200
================================================ ================ =================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-10
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Inception to July 14, 1998
December 31, to December 31, Inception to
1998 1998 July 13, 1998
- ------------------------------------------------------------------------ ---------------- ----------------- ----------------
<S> <C> <C> <C>
GENERAL AND ADMINISTRATIVE EXPENSES
Management fees $ 3,200 $ 3,200 $ -
Office and general 10,974 10,974 -
Travel and accommodation 1,963 1,963 -
- ------------------------------------------------------------------------ ---------------- ----------------- ----------------
NET LOSS FOR THE PERIOD $ 16,137 $ 16,137 $ -
======================================================================== ================ ================= ================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-11
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Inception to July 14, 1998
December 31, to December 31, Inception to
1998 1998 July 13, 1998
- ------------------------------------------------------------------------ ---------------- ----------------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (16,137) $ (16,137) $ -
Adjustments to reconcile net income to net cash from operating activities:
- incorporation costs (1,000) - (1,000)
- share offering costs (10,000) (1,000) (9,000)
- accounts payable 8,862 (138) 9,000
- ------------------------------------------------------------------------ ---------------- ----------------- ----------------
NET CASH FROM OPERATING ACTIVITIES (18,275) (17,275) (1,000)
- ------------------------------------------------------------------------ ---------------- ----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan receivable (20,000) (20,000) -
Net proceeds on sale of common shares 48,300 30,100 18,200
- ------------------------------------------------------------------------ ---------------- ----------------- ----------------
NET CASH FLOWS FROM FINANCING ACTIVITIES 28,300 10,100 18,200
- ------------------------------------------------------------------------ ---------------- ----------------- ----------------
NET INCREASE (DECREASE) IN CASH 10,025 (7,175) 17,200
CASH, BEGINNING OF PERIOD - 17,200 -
- ------------------------------------------------------------------------ ---------------- ----------------- ----------------
CASH, END OF PERIOD $ 10,025 $ 10,025 $ 17,200
======================================================================== ================ ================= ================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-12
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIODS ENDED DECEMBER 31, 1998 AND JULY 13, 1998
<TABLE>
<CAPTION>
Deficit
accumulated
during the
Number of Capital Paid In development
shares Stock Capital stage Total
- --------------------------------------------------------- -------------- ------------ ------------ ---------------- ------------
<S> <C> <C> <C> <C> <C>
Capital stock issued for cash 1,017,200 $1,017 $17,183 $ - $18,200
Net income for the period - - - - -
- --------------------------------------------------------- -------------- ------------ ------------ ---------------- ------------
Balance, July 13, 1998 1,017,200 1,017 17,183 - 18,200
Net loss for the period - - - (16,137) (16,137)
Capital stock issued for cash, net of deferred
offering costs 6,100,000 6,100 14,000 - 20,100
- --------------------------------------------------------- -------------- ------------ ------------ ---------------- ------------
Balance, December 31, 1998 7,117,200 $7,117 $31,183 $(16,137) $22,163
========================================================= ============== ============ ============ ================ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-13
<PAGE>
eHEALTH.COM, INC.
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND JULY 13, 1998
- --------------------------------------------------------------------------------
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
NATURE OF OPERATIONS
The Company was incorporated on April 14, 1998 in the State of Nevada. Effective
December 14, 1998 the Company changed its name to eHealth.com, Inc. The Company
is in the development stage and is investigating business opportunities. The
ability of the Company to continue as a going concern is dependent on raising
additional capital and on generating future profitable operations. These
financial statements are presented in United States dollars.
LOSS PER SHARE
The loss per share figures have not been calculated as they are not considered
meaningful at this stage of the Company's development.
USE OF ESTIMATES
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.
FINANCIAL INSTRUMENTS
The fair value of the Company's current assets and current liabilities were
estimated to approximate their carrying value due to the immediate or short-term
maturity of these financial instruments.
NOTE 2 - RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------
a) During the period the following amounts were paid to certain directors and
officers of the Company.
<TABLE>
<CAPTION>
December 31, July 13,
1998 1998
--------------- ------------
<S> <C> <C>
Management fees $ 3,200 $ -
Professional fees 500 -
--------------- ------------
$ 3,700 $ -
=============== ============
</TABLE>
NOTE 3 - CAPITAL STOCK
- --------------------------------------------------------------------------------
AUTHORIZED:
100,000,000 common shares, par value $0.0001 per share
<TABLE>
<CAPTION>
December 31, 1998 July 13, 1998
Number Value Number Value
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ISSUED AND OUTSTANDING:
Common shares 7,117,200 $7,117 1,017,200 $1,017
============ ============ ============ ============
</TABLE>
During the current period the Company increased its authorized capital from
25,000,000 to 100,000,000 common shares and changed the par value from $0.001 to
$0.0001 per share.
F-14
<PAGE>
eHEALTH.COM, INC. Page 2
(FORMERLY THE ENTERPRISE, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND JULY 13, 1998
- --------------------------------------------------------------------------------
NOTE 3 - CAPITAL STOCK (CON'T)
- --------------------------------------------------------------------------------
During the current period the Company issued 6,000,000 shares pursuant to Rule
504, Regulation D of the Securities Act of 1933 for proceeds of $30,000.
NOTE 4 - UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
- --------------------------------------------------------------------------------
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000 and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
impact the Company's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 issue affecting the
Company will be fully resolved.
NOTE 5 - SUBSEQUENT EVENTS
- --------------------------------------------------------------------------------
On March 15, 1999 the Company split its outstanding shares on a three for one
basis, resulting in an increase in the number of shares outstanding from
7,117,200 to 21,351,600 common shares.
F-15
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APR 14 1998
No. C-8499-98
----------
DEAN HILLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
THE ENTERPRISE, INC.
FIRST. The name of the corporation is:
THE ENTERPRISE, INC.
SECOND. Its registered office in the State of Nevada is located at 2533
North Carson Street, Carson City, Nevada 89706 that this Corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage
in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges, and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
51024
1
<PAGE>
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power to take the
same by devise or bequest in the State of Nevada, or in any other state,
territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the constitution
or laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter the
same at pleasure. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if it
desires, but such use or nonuse shall not in any way affect the legality of the
document.
(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises,
2
<PAGE>
or for any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
3
<PAGE>
objects of the corporation, whether or not such business is similar in nature to
the objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.
FOURTH. That the total number of common stock authorized that may be
issued by the Corporation is TWENTY FIVE MILLION (25,000,000) shares of stock
with a par value of $.001 (ONE TENTH OF ONE CENT) and no other class of stock
shall be authorized. Said shares may be issued by the corporation from time to
time for such considerations as may be fixed by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
---- --------------------
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
SIXTH. The capital stock, after the amount of the subscription price,
or par
4
<PAGE>
value, has been paid in, shall not be subject to assessment to pay the debts of
the corporation.
SEVENTH. The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one
(1) or more
5
<PAGE>
committees, each committee to consist of one or more of the Directors of the
Corporation, which, to the extent provided in the resolution, or in the By-Laws
of the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation. Such
committee, or committees, shall have such name, or names, as may be stated in
the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote to the Stockholders
holding stock entitiling them to exercise at least a majority of the voting
power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of the
voting stock issued and outstanding, the Board of Directors shall have power and
authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate franchises,
upon such terms and conditions as its Board of Directors deems expedient and for
the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or ommission of any
such director or officer; provided,
6
<PAGE>
however, that the foregoing provisions shall not eliminate or limit the
liability of a director or officer (i) for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
7
<PAGE>
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifiying that the facts herein stated are true, and accordingly
have hereunto set my hand this 14th day of April 1998.
/s/ Brent Buscay
---------------------
Brent Buscay
STATE OF NEVADA )
)SS:
CARSON CITY )
On this 14th day of April 1998 in Carson City, Nevada,
before me, the undersigned, a Notary Public in and for Carson City, State of
Nevada, personally appeared:
Brent Buscay
Known to me to be the person whose name is subscribed to the foregoing
document and acknowledged to me that he executed the same.
H.D. Baughman H.D. BAUGHMAN
-------------------- [seal] NOTARY PUBLIC - NEVADA
Notary Public Appt. Recorded in CARSON CITY
My Appt. Exp. Aug. 11, 2001
No. 97-3540-3
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
April 14, 1998 /s/
- -------------- --------------------
Date Vice President
8
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
38499-98
DEC 17, 1998
Nc: /s/ Dean Heller
----------------------
Dean Heller
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
THE ENTERPRISE, INC.
(After Issuance of Stock)
We the undersigned, Carl King, President and Tammy Cloutier, Secretary
of The Enterprise, Inc. do hereby certify:
That the Board of Directors of The Enterprise, Inc. by unanimous board
action, and on December 14, 1998, adopted the following resolution to amend the
original articles of incorporation as follows:
FIRST [Name] is hereby amended to read as follows:
The name of the corporation is eHealth.com, Inc.
FOURTH [Capital Stock] is hereby amended to read as follows:
The aggregate number of shares which this corporation shall have
authority to issue is 100,000,000 shares of stock, all of one class,
each with a par value of $0.0001 per share, which shall be known as
"common stock." All of the voting power of the capital stock of this
corporation will reside in the common stock. No capital stock of this
corporation will be subject to assessment and no holder of any share or
shares will have preemptive rights to subscribe to any or all issues of
shares of securities of this corporation.
The number of shares of said corporation outstanding and entitled to
vote on the amendment to the Articles of Incorporation is 1,117,200: that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Carl King
- ------------------------ ------------------------
Carl King, President Tammy Cloutier, Secretary
Articles of Amendment:I
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
THE ENTERPRISE, INC.
(After Issuance of Stock)
We the undersigned, Carl King, President and Tammy Cloutier, Secretary
of The Enterprise, Inc. do hereby certify:
That the Board of Directors of The Enterprise, Inc. by unanimous board
action, and on December 14, 1998, adopted the following resolution to amend the
original articles of incorporation as follows:
FIRST [Name] is hereby amended to read as follows:
The name of the corporation is eHealth.com, Inc.
FOURTH [Capital Stock] is hereby amended to read as follows:
The aggregate number of shares which this corporation shall have
authority to issue is 100,000,000 shares of stock, all of one class,
each with a par value of $0.0001 per share, which shall be known as
"common stock". All of the voting power of the capital stock of this
corporation will reside in the common stock. No capital stock of this
corporation will be subject to assessment and no holder of any share or
shares will have preemptive rights to subscribe to any or all issues of
shares of securities of this corporation.
The number of shares of said corporation outstanding and entitled to
vote on the amendment to the Articles of Incorporation is 1,117,200: that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Tammy Cloutier
- ------------------------ ------------------------
Carl King, President Tammy Cloutier, Secretary
Articles of Amendment:IA
<PAGE>
PROVINCE OF BRITISH COLUMBIA ) ss:
On this 15th day of December, 1998, personally appeared before me, a Notary
Public, Carl King, President of The Enterprise, Inc., who acknowledged that he
signed the above instrument.
/s/ Todd A. McKendrick
--------------------------
NOTARY PUBLIC in and for
the Province of British Columbia
TODD A. MCKENDRICK
BARRISTER & SOLICITOR
1550 - 400 BURRARD STREET
VANCOUVER, B.C. V6C 3A6
TELEPHONE: 689-2626
Articles of Amendment:3A
<PAGE>
STATE OF CALIFORNIA )
) ss
County of Los Angeles )
On this 15th day of December, 1998, personally appeared before me, a
Notary Public, Tammy Cloutier, Secretary of The Enterprise, Inc., who
acknowledged that she signed the above instrument.
BENNY LAKATOS /s/ Benny Lakatos
COMMISSION 1175460 ----------------------------
[LOGO] NOTARY PUBLIC CALIFORNIA NOTARY PUBLIC in and for the
LOS ANGELES COUNTY State of California, residing at:
MY COMM. EXPIRES MAR 6, 2002 Comm. Expires: 3/6/2002
Articles of Amendment:2
The Enterprise, Inc.
BY-LAWS
ARTICLE I MEETINGS OF SHAREHOLDERS
1. Shareholders' Meetings shall be held in the office of the
corporation, at Carson City, NV, or at such other place or places as the
Directors shall, from time to time, determine.
2. The annual meeting of the shareholders of this corporation shall be
held at 11:00 a.m., on the 14th day of April of each year beginning in 1999, at
which time there shall be elected by the shareholders of the corporation a Board
of Directors for the ensuing year, and the shareholders shall transact such
other business as shall properly come before them. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
3. A notice signed by any Officer of the corporation or by any person
designated by the Board of Directors, which sets forth the place of the annual
meeting, shall be personally delivered to each of the shareholders of record, or
mailed postage prepaid, at the address as appears on the stock book of the
corporation, or if no such address appears in the stock book of the corporation,
to his last known address, at least ten (10) days prior to the annual meeting.
Whenever any notice whatever is required to be given under any article
of these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper notice.
4-1
<PAGE>
4. A majority of the shares issued and outstanding, either in person or
by proxy, shall constitute a quorum for the transaction of business at any
meeting of the shareholders.
5. If a quorum is not present at the annual meeting, the shareholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.
6. Special meetings of the shareholders may be called at anytime by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the corporation. The Secretary shall send a notice of such
called meeting to each shareholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the shareholders, unless by unanimous consent of all
shareholders present, either in person or by proxy.
7. Each shareholder shall be entitled to one vote for each share of
stock in his own name on the books of the corporation, whether represented in
person or by proxy.
8. At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
4-2
<PAGE>
9. The following order of business shall be observed at all meetings of
the shareholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving of
the minutes of the previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
10. Unless otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action to be taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the corporation.
2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of such shares and
the date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall
be surrendered by cancellation and new certificates issued to the purchaser or
assignee.
4. Upon surrender to the corporation or the transfer agent of the
corporation of a
4-3
<PAGE>
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation.
5. The corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE III DIRECTORS
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the shareholders at their meeting to manage the affairs of
the corporation. The Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation
or other causes shall be filled by the remaining Director or Directors choosing
a Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1:00
p.m., on the 14th day of April of each year beginning in 1999 at the office of
the company at Carson City, NV, or at such other time or place as the Board of
Directors shall be resolution appoint; special meetings may be called by the
President or any Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate waiver of notice and
called when executed by a majority of the Directors of the company. A majority
of the
4-4
<PAGE>
Directors shall constitute a quorum.
4. The Directors shall have the general management and control of the
business and affairs of the corporation and shall exercise all the powers that
may be exercised or performed by the corporation, under the statutes, the
Articles of Incorporation, and the By-Laws. Such management will be by equal
vote of each member of the Board of Directors with each Board member having an
equal vote.
5. The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Directors.
6. A resolution, in writing, signed by all or a majority of the members
of the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.
7. Any or all of the Directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without cause
only by vote of the shareholders.
8. A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such Officer, and the acceptance of the resignation shall not be
necessary to make it effective.
9. A Director of the corporation who is present at a meeting of the
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action
4-5
<PAGE>
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV OFFICERS
1. The Officers of this company shall consist of: a President, one or
more Vice Presidents, Secretary, Treasurer, and such other officers as shall,
from time to time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
shareholders and shall have general charge and control over the affairs of the
corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President
during the absence or disability of the President and shall have such powers and
such duties as may be signed to him, from time to time, by the Board of
Directors.
4. The SECRETARY shall issue notices for all meetings as required by
the By-Laws, shall keep a record of the minutes of the proceedings of the
meetings of the shareholders and Directors, shall have charge of the corporate
books, and shall make such reports and perform such other duties as are incident
to his office, or properly required of him by the Board of Directors. He shall
be responsible that the corporation complies with Section 78.105 of the
4-6
<PAGE>
Nevada Revised Statutes and supplies to the Nevada Resident Agent or Registered
Office in Nevada, any and all amendments to the corporation's Articles of
Incorporation and any and all amendments or changes to the By-Laws of the
corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or Registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicate stock ledger is kept.
5. The TREASURER shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation in payment of the just demands against the corporation,
or as may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the corporation's
registered office in the State of Nevada, upon whom process against the
corporation may be served and shall perform all duties required of him by
statute.
7. The salaries of all Officers shall be fixed by the Board of
Directors and may be changed, from time to time, by a majority vote of the
Board.
8. Each of such Officers shall serve for a term of one (1) year or
until their successors are chosen and qualified. Officers may be re-elected or
appointed for successive annual terms.
4-7
<PAGE>
9. The Board of Directors may appoint such other Officers and Agents,
as it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined, from time to time, by the Board of Directors.
10. Any Officer or Agent elected or appointed by the Directors may be
removed by the Directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
11. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person who may have
served at the corporation's request as a Director or Officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the corporation, or of such other corporation,
except, in relation to matters as to which any such Director or Officer or
former Director or Officer or person shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of duty.
Such indemnification shall not be deemed exclusive of any other rights to which
those indemnified may be entitled, under By-Law, agreement, vote of shareholders
or otherwise.
4-8
<PAGE>
ARTICLE VI DIVIDENDS
The Directors may, from time to time, declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VII WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the corporation under the provisions of
these By-Laws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE VIII AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote of the
shareholders at any annual meeting or at any special meeting called for that
purpose.
2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Laws adopted by the shareholders
of the company.
CERTIFIED TO BE THE BY-LAWS OF:
The Enterprise, Inc.
BY: /s/ Maureen Abato
---------------------------------------
Secretary
4-9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
Financial Data Schedule
Form 10
</LEGEND>
<CIK> 1094365
<NAME> Ehealth.com, Inc
<MULTIPLIER> 1
<CURRENCY> US dollars
<S> <C> <C>
<PERIOD-TYPE> 6-Mos 12-Mos
<FISCAL-YEAR-END> Dec-31-1998 Dec-31-1998
<PERIOD-START> Jan-01-1999 Apr-01-1998
<PERIOD-END> Jun-30-1999 Dec-31-1998
<EXCHANGE-RATE> 1 1
<CASH> 0 10,025
<SECURITIES> 0 0
<RECEIVABLES> 0 20,000
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 30,025
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,000 31,025
<CURRENT-LIABILITIES> 9,845 8,862
<BONDS> 0 0
0 0
0 0
<COMMON> 7,117 7,117
<OTHER-SE> 31,183 31,183
<TOTAL-LIABILITY-AND-EQUITY> (8,845) 22,163
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 31,008 16,137
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (31,008) (16,137)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (31,008) (16,137)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
