SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
EINSURE NETWORKS CORPORATION
(Exact Name of Registrant as Specified in its
Charter)
Delaware
95-4714549
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
14724 Ventura Blvd. Floor 2, Sherman Oaks, CA
91403
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, Including Area
Code:
(818) 971-5184
Securities to be Registered Pursuant to Section
12(b) of the Act:
None
Securities to be Registered Pursuant to Section
12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
EINSURE NETWORKS CORPORATION
FORM 10-SB
TABLE OF CONTENTS
PART I
ITEM No.
Page
Item 1. Description of Business............1
Item 2. Management's Discussion and Analysis
or Plan of Operations.....................2
Item 3. Description of Properties..........3
Item 4. Security Ownership of Certain Beneficial
Owners and Management.....................3
Item 5. Directors, Executive Officers,
Promoters and
Control Persons...........................4
Item 6. Executive Compensation.............6
Item 7. Certain Relationships and
Related Transactions......................7
Item 8. Description of
Securities..................................7
PART II
Item 1. Market Price of and Dividends on the
Registrant's Common Equity and Other
Shareholder Matters.........................8
Item 2. Legal Proceedings..................9
Item 3. Changes in and Disagreements With
Accountants...............................9
Item 4. Recent Sales of Unregistered
Securities..................................9
Item 5. Indemnification of Directors and
Officers ..................................10
PART F/S
Financial Statements.....................F/S
PART III
Item 1. Index to Exhibits and Description of Exhibits....14
Signature Page............................1
PART I
ITEM 1. DESCRIPTION OF BUSINESS
eInsure Networks Corporation ("eInsure" or the
"Company") was incorporated on November 25, 1998 under
the laws of the State of Delaware. The Company's
principal business is to provide a portal for the
Insurance industry; clients, brokers and insurance
agency staff, with technological advances to expand
their business, increase productivity, and lower
operational costs while providing better customer
service. eInsure will develop the latest open
architecture, standards based information technology
concepts for an industry lacking the ability to
process high volumes of information in a rapid manner,
while maintaining data integrity and compatibility for
reporting without additional data entry or
manipulation. The competitive advantage lies in the
ability to integrate the insurance tasks of
underwriting, pricing, policy issuance, and premium
accounting into a centrally maintained application
interface which easily integrates into other systems.
Rating systems
eInsure will emulate the structure of current rating
systems by downloading rates and rating methodology
into distributed relational databases. Centralizing
the rating system information will streamline data
management and allow users to access information
online rapidly and efficiently with basic Internet
access. Rating data will be intelligently organized
allowing firms to increase productivity by internally
rating policies with fast user friendly applications
accessible via the secured online rating system. The
online rating system will store and transmit the
completed policy form to the policy proposal system,
and if the policy is bound, then transmit to the
policy issuance system. These procedures will be
automated by scaleable, distributed, reliable, and
secure network applications sharing policy and rating
information. eInsure will begin developing a
competitive advantage by offering liability and
workers compensation rating systems in an integrated,
enterprise environment.
Policy Issuance system
The competitive advantage of eInsure lies in the
ability to issue small premium policies efficiently.
Policy issuance will be an integrated application
allowing a single point of management for brokers and
agents to conduct policy transactions online via the
Internet. The completed policy information will be
transposed into the policy issuance system and either
printed at the host location and mailed or sent back
in a data file to be issued by the recipient.
Currently a website performing policy charges a 3%
transaction fee of each policy issued. Current gross
policy volume of this website with one carrier is
approx. $70 million. The shortcoming of this system is
that it will not upload accounting data to the WINS
accounting system. eInsure will look into developing
a robust application with the ability to transmit
accounting information to the appropriate data centers
and electronically collect the transaction fees.
Projects
It is imperative that eInsure integrate the entire
range of policy issuance functions into applications
remotely accessible via web browsers connected to the
Internet. This implementation will allow companies to
increase productivity, offer better customer service,
and provide real-time transactions while lowering
operating costs by forgoing the purchase of costly
computer hardware, software, and IT staffing of a
traditional client/server implementation. The concept
behind eInsure is to become the Insurance industry
portal for managing data and transactions utilizing
the customizable applications accessible from any
Internet connection, in addition to providing
middleware for data transactions between legacy
systems. eInsure can manage and centralize the data
of insurance companies, brokers, and clients by
standardizing the layers of information flow between
buyers and sellers.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion and analysis below
should be read in conjunction with the financial
statements, including the notes thereto, appearing
elsewhere in this Registration Statement. For the
period since inception (November 25, 1998) through
August 31, 1999, during the Company's development
stage, the Company has a positive cash balance of
$398.00, and has generated a net loss of ($9,530.00).
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an
ongoing need to finance its activities. To date, the
Company currently has funded these cash requirements by
offering and selling its Common Stock, and has issued
1,000,000 shares of Common Stock for net proceeds of
$1,000.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company's executive and administrative
offices are located at 14724 Ventura Blvd, Floor 2,
Sherman Oaks, CA 91403. The Company pays no rent for
use of the office and does not believe it will require
any additional office space in the foreseeable future
in order to carry out its plan of operations described
herein. The owner of the premises, a shareholder, has
agreed to continue this arrangement until such time as
the Company receives profits.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information
regarding the beneficial ownership of the Company's
Common Stock as of the date hereof by (i) each person
known by the Company to be the beneficial owner of more
than five percent of its Common Stock; (ii) each
director; (iii) each executive officer listed in the
Summary Compensation Table in Item 6 of this Form 10;
and (iv) all directors and executive officers as a
group. Unless otherwise indicted, each of the
following stockholders has sole voting and investment
power with respect to the shares beneficially owned,
except to the extent that such authority is shared by
spouses under applicable law.
Name and Address of
Beneficial Owner
Amount of
Beneficial
Ownership
Percentage
of
Outstanding
Shares
Appletree Investment Co.,
Ltd.(1)
C/o Anglo Irish Trust
(I.O.M.)
69 Athol Street
Douglas, Isle of Man 1M1
1JE
900,000
90.00%
PageOne Business
Productions, LLC.(2)
860 Via de la Paz, Suite
E-1
Pacific Palisades, CA
90272
100,000
10.00%
(1) Appletree Investment Company, Ltd., is a European
investment group domiciled on the Isle of Man, 69
Athol Street, Douglas, Isle of Man, 1M1 1JE.
Appletree Investment Company, Ltd. is owned by an
Isle of Man trust.
(2) PageOne Business Productions, LLC is a Delaware
Limited Liability Company, also registered to do
business in California.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL
The names of the directors and executive officers
of the Company, as well as their respective ages and
positions with the Company, are as follows:
Name
Age
Position
George A. Todt
46
Chairman of the Board of
Directors, Chief Executive
Officer, President and
Secretary
James F.
Walters
45
Vice President, Treasurer
and Chief Financial Officer
George A. Todt has been the Chairman of the
Company's Board of Directors and Chief Executive
Officer since its inception. Prior to founding the
Company, Mr. Todt has been a managing member of PageOne
Business Productions, LLC, since March 1996. Mr. Todt's
experience over the past 15 years includes working with
10 start-up companies, raising venture capital, and
arranging strategic partnerships and initial public
offerings. He has researched, developed and
implemented marketing and sales training programs in
several industries.
From 1990 to 1995, Mr. Todt was Chief Executive
Officer of REPCO, a start-up company based in St.
Louis, Missouri, where his responsibilities included
product selection, market research and implementation,
from large contracts to small industrial products.
REPCO's largest project included a turn-key tire
recycling plant built in Japan. Mr. Todt traveled
extensively in China, Japan, India, Russia and Europe,
establishing manufacturing contracts, marketing and
distribution programs, and bidding on and managing
government contracts. Mr. Todt also has consulted
internationally on technology exchanges and rights.
From 1989 to 1991, Mr. Todt was an
investor/director of FLEXWARE, an accounting and
networking software company located in Los Angeles,
which was a leader in the field of networking language
for MAC, DOS, UNIX and DEC computers. Mr. Todt
assisted in obtaining financing, restructuring and
establishing a marketing strategy for FLEXWARE.
In June 1986, Mr. Todt began working full-time in
sales with Todt Industrial Supply, and in December
1986, he acquired the company and Todt Sheet Metal
Company (collectively, the "Todt Companies" in Cape
Girardeau, Missouri). From 1987 to 1990, Mr. Todt
served as Chief Executive Officer of the Todt
Companies, reorganized the companies, implemented new
marketing and sales programs, automated accounting and
developed the business into eight divisions, four of
which he created. Under Mr. Todt's leadership, the
Todt Companies grew from 29 to 130 employees, and
annual sales grew from $2 million to $8 million.
From 1985 to 1986, Mr. Todt served as Vice
President of Administration at HOH Water Technology,
Los Angeles, California. As Vice President, he
reorganized the Company's structure, developed an
engineering department, was responsible for redesigning
its product, developing a marketing plan and
negotiating strategic alliances with General Electric,
Du Pont, and Mitsui. Eventually, he succeeded in
taking HOH public.
From 1979 to 1983, Mr. Todt was the founder and
Managing Director of Todt & Associates, a marketing and
investment partnership in Malibu, California, raising
financing for several start-up companies and projects,
developing mining and refining equipment for the
precious metal industry, and setting up a sales and
distribution network. In addition, Mr. Todt managed an
international precious metal arbitrage company and
researched a book on precious metals which spent 22
weeks on England's "best seller" list. Mr. Todt also
designed, coordinated and managed three hundred
employees in the construction of a $4,000,000 multi-
purpose building.
James F. Walters has served as the Vice
President, Treasurer and Chief Financial Officer of the
Company since its inception. Mr. Walters joined
Kellogg & Andelson as an accountant in 1976, was
elected a partner in 1980, was promoted to Managing
Partner in 1984, and elected Chairman of the Board of
Kellogg & Andelson Accountancy Corporation in 1995. As
Chairman, Mr. Walters is currently responsible for the
overall management of the 80-person firm. Mr. Walters
has assisted the firm's clients in connection with the
preparation of their initial public offerings, private
finance, merger, acquisition and restructuring
strategies. He continues to be an active consultant in
the many phases of client business operations, such as
operational control systems, general management and
capital funding, servicing middle market companies in
many different industries, including aerospace, mail
order, entertainment, high tech, retail, import/export,
graphic design, business management, plastics and
publishing.
Mr. Walters previously served as a member of the
Board of Directors of Kistler Aerospace, a manufacturer
of reusable rockets that deliver satellites into orbit,
and was instrumental in the initial financing of that
company. Mr. Walters also serves as a member of the
Board of Directors of California Fitnuts, Inc., a
start-up company which produces, through a patented
process, nuts that have 50% less fat. In addition, Mr.
Walters has founded, owned and managed companies in the
commercial photography, corporate events, auto repair
and concrete molding industries.
Mr. Walters received an M.B.A. degree from
Pepperdine University (Malibu, California) in 1981, and
a B.S. degree in Accounting from California State
University, Northridge (CSUN) in 1976.
Directors of the Company are elected annually by
the stockholders of the Company to serve for a term of
one year or until their successors are duly elected and
qualified. Officers serve at the pleasure of the Board
of Directors subject to any rights under employment
agreements. All directors will receive reimbursement
of reasonable out-of-pocket expenses incurred in
connection with meetings of the Board. No other
compensation is, or will be, paid to directors for
services rendered as directors. From the Company's
inception to the date of this filing, there have been
no meetings of the Company's Board of Directors. Other
actions of the Company's Board of Directors were taken
pursuant to unanimous written consents. There are no
family relationships between any directors or officers
of the Company.
ITEM 6. EXECUTIVE COMPENSATION
No director or executive officer of eInsure
presently receives compensation for services rendered
to the company. Payment of salaries will occur once
proceeds are available for payment through financing
and sufficient cash flow. However, such persons are
entitled to be reimbursed for expenses incurred by
them in pursuit of eInsure's business.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE
The Company does not have an officer or director
stock option plan. The Company intends to incorporate
one after a public offering. The Company does not have
an employee stock option plan. (ESOP). The Company
intends to incorporate one after a public offering.
Long Term Compensation
Annual Compensation
(a) (b) (c) (d) (e)
Name and Principal Year Salary($) Bonus($)
Other Annual
Position
Compensation($)
(f) (g) (h) (i)
Restricted Stock Options LTIP
All Other Compensations($)
Awards SAR Payouts($)
None.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no option/SAR Grants in the last
fiscal year.
COMPENSATION OF DIRECTORS
The Company's directors serve without
compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
In April 1999, eInsure issued 100,000 shares to
PageOne Business Productions, LLC, of which George
Todt is a managing member and James Walters is the
Chief Financial Officer.
ITEM 8. DESCRIPTION OF SECURITIES
eInsure's Certificate of Incorporation provides
for an authorized capital stock of 10,000,000 shares of
Common Stock, $.001 par value (the "Common Stock"), and
100,000 shares of Preferred Stock, $.01 par value (the
"Preferred Stock"). At August 31,1999 the Company had
1,000,000 shares of Common Stock issued and
outstanding. At such date, there were no shares of
Preferred Stock issued and outstanding.
Common Stock
Each share of Common Stock entitles the holder
thereof to one vote for each share on all matters
submitted to the stockholders. The Common Stock is not
subject to redemption or to liability for further
calls. Holders of Common Stock will be entitled to
receive such dividends as may be declared by the Board
of Directors of the Company out of funds legally
available therefor and to share pro rata in any
distribution to stockholders. The stockholders have no
conversion, preemptive or other subscription rights.
Shares of authorized and unissued Common Stock are
issuable by the Board of Directors without any further
stockholder approval.
Preferred Stock
The Board of Directors is authorized, without
further action by the stockholders, to issue from time
to time shares of Preferred Stock in one or more
classes or series and to fix the designations, voting
rights, liquidation preferences, dividend rights,
conversion rights, rights and terms of redemption
(including sinking fund provisions) and certain other
rights and preferences of the Preferred Stock. The
issuance of shares of Preferred Stock under certain
circumstances could adversely affect the voting power
of the holders of Common Stock and may have the effect
of delaying, deferring or preventing a change in
control of the Company. As of the date of this
Prospectus, the Company has no plan or arrangement for
the issuance of any shares of Preferred Stock.
Transfer Agent
The Company has appointed American Securities
Transfer and Trust as the transfer agent and registrar
of the Common Stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is not presently
traded on an established public trading market.
Following the filing on this Form 10, the Company
anticipates that it will submit its Common Stock for
listing on the OTC Electronic Bulletin Board.
The approximate number of record holders of the
Company's Common Stock as of August 31,1999 was 2,
inclusive of those brokerage firms and/or clearing
houses holding the Company's common shares for their
clientele (with each such brokerage house and/or
clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding
as of August 31,1999 was 1,000,000.
The Company has not declared or paid any cash
dividends on its Common Stock and does not intend to
declare any dividends in the foreseeable future. The
payment of dividends, if any, is within the discretion
of the Board of Directors and will depend on the
Company's earnings, if any, its capital requirements
and financial condition, and such other factors as the
Board of Directors may consider. In addition, if the
Company is able to negotiate new credit facilities,
such facilities may include restrictions on the
Company's ability to pay dividends.
ITEM 2. LEGAL PROCEEDINGS
There are no pending legal proceedings to which
the Company is a party or to which any of the Company's
assets or properties are subject.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS
Weinberg & Company, P.A., Certified Public
Accountants ("Weinberg"), has served as the Company's
principal accountant since inception. There were no
accounting or auditing disagreements between the
Company and Weinberg.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In April 1999, the Company issued unregistered
securities to the initial shareholders of the Company
resulting in the issuance and delivery of 100,000
shares and 900,000 shares of the Company's Common Stock
to PageOne Business Productions, LLC, and Appletree
Investment Company, Ltd., respectively. Such
securities were issued for aggregate consideration
totalling $1,000 pursuant to the exemptions from
registration provided under the Delaware General
Corporation Law and the exemption provided by Section
4(2) of the Securities Act of 1933, as amended, for
issuances of securities not involving any public
offering.
The following table sets forth the names of the
recipients and amounts received in connection with said
transactions:
Name of Stockholder Number of Shares
of Common Stock
Acquired
PageOne Business 100,000
Productions, LLC
Appletree Investment 900,000
Company, Ltd.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation
provides that, except to the extent prohibited by the
Delaware General Corporation Law (the "DGCL"), its
directors shall not be personally liable to the Company
or its stockholders for monetary damages for any breach
of fiduciary duty as directors of the Company. Under
Delaware law, the directors have fiduciary duties to
the Company that are not eliminated by this provision
of the Certificate of Incorporation and, in appropriate
circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain
available. In addition, each director will continue to
be subject to liability under Delaware law for breach
of the director's duty of loyalty to the Company for
acts or omissions that are found by a court of
competent jurisdiction to be not in good faith or
involving intentional misconduct, for knowing
violations of law, for action leading to improper
personal benefit to the director and for payment of
dividends or approval of stock repurchases or
redemptions that are prohibited by Delaware law. This
provision also does not affect the director's
responsibilities under any other laws, such as the
federal securities laws or state or federal
environmental laws. In addition, the Company intends to
maintain liability insurance for its officers and
directors.
Section 145 of the DGCL permits the Company to,
and the Certificate of Incorporation provides that the
Company may, indemnify each person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is
or was, or has agreed to become, a director or officer
of the Company, or is or was serving, or has agreed to
serve, at the request of the Company, as a director,
officer or trustee of, or in a similar capacity with,
another corporation, partnership, joint venture, trust
or other enterprises (including any employee benefit
plan), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses
(including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with
such action, suit or proceeding and any appeal
therefrom. Such right of indemnification shall inure to
such individuals whether or not the claim asserted is
based on matters that antedate the adoption of the
Certificate of Incorporation. Such right of
indemnification shall continue as to a person who has
ceased to be a director or officer and shall inure to
the benefit of the heirs and personal representatives
of such a person. The indemnification provided by the
Certificate of Incorporation shall not be deemed
exclusive of any other rights that may be provided now
or in the future under any provision currently in
effect or hereafter adopted by the Certificate of
Incorporation, by any agreement, by vote of
stockholders, by resolution of directors, by provision
of law or otherwise. Insofar as indemnification for
liabilities arising under the Securities Act may be
permitted to directors of the Company pursuant to the
foregoing provision, or otherwise, the Company has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Section 102(b)(7) of the DGCL permits a
corporation to eliminate or limit the personal
liability of a director to the corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's
duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of
the DGCL relating to unlawful dividends, stock
purchases or redemptions or (iv) for any transaction
from which the director derived an improper personal
benefit. Section 102(b)(7) of the DGCL is designed,
among other things, to encourage qualified individuals
to serve as directors of Delaware corporations. The
Company believes this provision will assist it in
securing the services of qualified directors who are
not employees of the Company. This provision has no
effect on the availability of equitable remedies, such
as injunction or rescission. If equitable remedies are
found not to be available to stockholders in any
particular case, stockholders may not have any
effective remedy against actions taken by directors
that constitute negligence or gross negligence
PART F/S
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF AUGUST 31, 1999
PAGE 3 - STATEMENT OF OPERATIONS FOR THE
PERIOD FROM NOVEMBER 25, 1998
(INCEPTION) TO AUGUST 31, 1999
PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDERS'
DEFICIENCY FOR THE PERIOD FROM
NOVEMBER 25, 1998, (INCEPTION)
TO AUGUST 31, 1999
PAGE 5 - STATEMENT OF CASH FLOWS FOR THE
PERIOD FROM NOVEMBER 25, 1998
(INCEPTION) TO
AUGUST 31, 1999
PAGES 6 - 7 - NOTES TO FINANCIAL STATEMENTS AS OF
AUGUST 31, 1999
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
eInsure Networks Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of
eInsure Networks Corporation (a development stage
company) as of August 31, 1999 and the related
statements of operations, changes in
stockholders' deficiency and cash flows for the
period from November 25, 1998 (inception) to
August 31, 1999. 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 the
audit to obtain reasonable assurance about
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. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred
to above present fairly in all material respects,
the financial position of eInsure Networks
Corporation (a development stage company) as of
August 31, 1999, and the results of its
operations and its cash flows for the period from
November 25, 1998 (inception) to August 31, 1999,
in conformity with generally accepted accounting
principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
October 27, 1999
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF AUGUST 31, 1999
ASSETS
Cash $ 398
TOTAL ASSETS $ 398
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable related party $ 8,428
Accrued expenses 500
Total Liabilities 8,928
STOCKHOLDERS' DEFICIENCY
Preferred Stock, $.01 par value, 100,000
shares authorized, issued and outstanding -
Common Stock, $.001 par value, 10,000,000
shares authorized, 1,000,000 issued and
outstanding 1,000
Accumulated deficit during development
stage (9,530)
Total Stockholders' Deficiency (8,530)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 398
See accompanying notes to financial statements.
2
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM NOVEMBER 25, 1998
(INCEPTION) TO AUGUST 31, 1999
Income $ -
Expenses
Accounting fees 500
Bank service fees 60
Legal fees 7,000
Licenses, fees and permits 362
Office expense 1,208
Transfer agent fees 400
NET LOSS (9,530)
See accompanying notes to financial statements.
3
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM NOVEMBER 25, 1998
(INCEPTION) TO AUGUST 31, 1999
Deficit
Additional Accumulated
Common Paid-In During Devel-
Stock Capital opment Stage Total
Common
stock
issuance $ 1,000 $ - $ - $ 1,000
Net loss
for the
period
ended
August
31, 1999 - - (9,530) (9,530)
BALANCE AT
AUGUST
31, 1999 $ 1,000 $ - $ (9,530) $(8,530)
See accompanying notes to financial statements.
4
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM NOVEMBER 25, 1998
(INCEPTION) TO AUGUST 31, 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss (9,530)
Adjustments to
reconcile net loss
to net cash used
by operating activities: -
Accrued expenses 500
Net cash used by
operating activities (9,030)
CASH FLOWS FROM INVESTING
ACTIVITIES -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Loan payable related party 8,428
Proceeds from issuance
of common stock 1,000
Net cash provided by
financing activities 9,428
INCREASE IN CASH AND
CASH EQUIVALENTS 398
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 398
See accompanying notes to financial statements.
5
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
eInsure Networks Corporation (a development stage
company) ("the Company") was incorporated in Delaware
on November 25, 1998 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition
or other business combination with a domestic or
foreign private business. At August 31, 1999, the
Company had not yet commenced any formal business
operations, and all activity to date relates to the
Company's formation and proposed fund raising.
The Company's ability to commence operations is
contingent upon its ability to identify a prospective
target business and raise the capital it will require
through the issuance of equity securities, debt
securities, bank borrowings or a combination thereof.
B. Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting
principles 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 reporting period. Actual results
could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the
Company considers all highly liquid investments
purchased with an original maturity of three months or
less to be cash equivalents.
D. Income Taxes
The Company accounts for income taxes under the
Financial Accounting Standards Board of Financial
Accounting Standards No. 109, "Accounting for Income
Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for
the future tax consequences attributable to
differences between the financial statement carrying
amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in
which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect
on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that
includes the enactment date. There were no current or
deferred income tax expense or benefits due to the
Company not having any material operations for the
period ending August 31, 1999.
6
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 2 - STOCKHOLDERS' DEFICIENCY
A. Preferred Stock
The Company is authorized to issue 100,000
shares of preferred stock at $.01 par value,
with such designations, preferences, limitations
and relative rights as may be determined from
time to time by the Board of Directors. No
preferred shares have been issued as of August
31, 1999.
B. Common Stock
The Company is authorized to issue 10,000,000
shares of common stock at $.001 par value. The
Company issued 900,000 and 100,000 shares to
AppleTree Investment Company, Ltd. and PageOne
Business Productions, LLC, respectively.
NOTE 3 LOAN PAYABLE RELATED PARTY
The loan payable related party is a non-
interest bearing loan payable to PageOne
Business Productions, LLC arising from funds
advanced to the Company.
7
PART III
ITEM 1. INDEX TO EXHIBITS
Description Page
3.1 Certificate of Incorporation.......a
3.3 Bylaws.......................j
B. Consent of Weinberg & Company, P.A.,
Independent CertifiedPublic
Accountants....w
24.1 Power of Attorney.................x
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Company has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
EINSURE NETWORKS
CORPORATION,
By:_______________________________
Timothy Hipsher, President
In accordance with 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.
Signature Title Date
______________ Chairman, Board of Directors
, 1999
George A. Todt and Chief Executive Officer
(Principal Executive Officer)
______________ President and Director _________, 1999
Timothy Hipsher
Vice President,
Treasurer, Chief ________, 1999
James F. Walters Financial Officer and Director
(Principal Accounting Officer)
_______________ Secretary _________, 1999
Mary Elizabeth Rowbottom
_______________________
Mary Elizabeth Rowbottom
Power of Attorney
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
EINSURE NETWORKS CORPORATION
FIRST: The name of this corporation is:
EInsure Networks Corporation
SECOND: The name and address of the Corporation's
Registered Agent is:
Corporate Creations Enterprises, Inc.
686 North Dupont Boulevard #302
Milford DE 19963
Kent County
THIRD: The purpose of the Corporation is to conduct or
promote any lawful business or purposes.
FOURTH: The Corporation shall have the authority to
issue 10,000,000 shares of common stock, par value $.01
per share. In addition, the Corporation shall have the
authority to issue 100,000 shares of preferred stock,
par value $.01 per share, which may be divided into
series and with the preferences, limitations and
relative rights determined by the Board of Directors.
The holders of common stock shall have the preemptive
right to subscribe to any or all additional issues of
common stock of the Corporation, or to any or all
securities of the Corporation convertible into such
stock.
FIFTH: The directors shall be protected from personal
liability to the fullest extent permitted by law.
SIXTH: The name and address of the incorporator is:
Corporate Creations International Inc.
941 Fourth Street #200
Miami Beach, FL 33139
SEVENTH: This Certificate of Incorporation shall become
effective on the date shown below.
/s/ Greg K. Kuroda
CORPORATE CREATIONS INTERNATIONAL INC.
Greg K. Kuroda, Vice President
Date: September 15, 1998
EXHIBIT 3.3
BY-LAWS
OF
EINSURE NETWORKS CORPORATION,
A Delaware Corporation
(Adopted as of November 25, 1998)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of EINSURE NETWORKS
CORPORATION (the "Corporation") in the State of Delaware shall be located at
1013 Centre Road, in the City of Wilmington, Delaware, County of New Castle,
19805. The name of the Corporation's
registered agent at such address shall be Corporation
Service Company. The registered office and/or
registered agent of the Corporation may be changed from
time to time by action of the Board of Directors.
Section 2. Other Offices. The Corporation may also
have offices at such other places, both within and
without the State of Delaware, as the Board of
Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of the
stockholders shall be held each year within 150 days
after the close of the immediately preceding fiscal
year of the Corporation or at such other time specified
by the Board of Directors for the purpose of electing
Directors and conducting such other proper business as
may come before the annual meeting. At the annual
meeting, stockholders shall elect Directors and
transact such other business as properly may be brought
before the annual meeting pursuant to Section 11 of
ARTICLE II hereof.
Section 2. Special Meetings. Special meetings of the
stockholders may only be called in the manner provided
in the Certificate of Incorporation, as amended from
time to time (the "Certificate of Incorporation").
Section 3. Place of Meetings. The Board of Directors
may designate any place, either within or without the
State of Delaware, as the place of meeting for any
annual meeting or for any special meeting. If no
designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the
principal executive office of the Corporation. If for
any reason any annual meeting shall not be held during
any year, the business thereof may be transacted at any
special meeting of the stockholders.
Section 4. Notice. Whenever stockholders are required
or permitted to take action at a meeting, written or
printed notice stating the place, date, time and, in
the case of special meetings, the purpose or purposes,
of such meeting, shall be given to each stockholder
entitled to vote at such meeting not less than 10 nor
more than 60 days before the date of the meeting. All
such notices shall be delivered, either personally or
by mail, by or at the direction of the Board of
Directors, the chairman of the board, the president or
the secretary, and if mailed, such notice shall be
deemed to be delivered when deposited in the United
States mail, postage prepaid, addressed to the
stockholder at his, her or its address as the same
appears on the records of the Corporation. Attendance
of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends
for the express purpose of objecting at the beginning
of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 5. Stockholders List. The officer having
charge of the stock ledger of the Corporation shall
make, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders
entitled to vote at such meeting arranged in
alphabetical order, showing the address of each
stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours,
for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting is
to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the
place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 6. Quorum. The holders of a majority of the
outstanding shares of capital stock entitled to vote,
present in person or represented by proxy, shall
constitute a quorum at all meetings of the
stockholders, except as otherwise provided by the
General Corporation Law of the State of Delaware or by
the Certificate of Incorporation. If a quorum is not
present, the holders of a majority of the shares
present in person or represented by proxy at the
meeting, and entitled to vote at the meeting, may
adjourn the meeting to another time and/or place. When
a specified item of business requires a vote by a class
or series (if the Corporation shall then have
outstanding shares of more than one class or series)
voting as a class or series, the holders of a majority
of the shares of such class or series shall constitute
a quorum (as to such class or series) for the
transaction of such item of business.
Section 7. Adjourned Meetings. When a meeting is
adjourned to another time and place, notice need not be
given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have
been transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled
to vote at the meeting.
Section 8. Vote Required. When a quorum is present,
the affirmative vote of the majority of shares present
in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall be the act
of the stockholders, unless (i) by express provisions
of an applicable law or of the Certificate of
Incorporation a different vote is required, in which
case such express provision shall govern and control
the decision of such question, or (ii) the subject
matter is the election of Directors, in which case
Section 2 of ARTICLE III hereof shall govern and
control the approval of such subject matter.
Section 9. Voting Rights. Except as otherwise provided
by the General Corporation Law of the State of
Delaware, the Certificate of Incorporation of the
Corporation or any amendments thereto or these By-laws,
every stockholder shall at every meeting of the
stockholders be entitled to (i) one vote in person or
by proxy for each share of common stock held by such
stockholder.
Section 10. Proxies. Each stockholder entitled to
vote at a meeting of stockholders or to express consent
or dissent to corporate action in writing without a
meeting may authorize another person or persons to act
for him or her by proxy, but no such proxy shall be
voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that
it is irrevocable and if, and only as long as, it is
coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is
coupled is an interest in the stock itself or an
interest in the Corporation generally. Any proxy is
suspended when the person executing the proxy is
present at a meeting of stockholders and elects to
vote, except that when such proxy is coupled with an
interest and the fact of the interest appears on the
face of the proxy, the agent named in the proxy shall
have all voting and other rights referred to in the
proxy, notwithstanding the presence of the person
executing the proxy. At each meeting of the
stockholders, and before any voting commences, all
proxies filed at or before the meeting shall be
submitted to and examined by the secretary or a person
designated by the secretary, and no shares may be
represented or voted under a proxy that has been found
to be invalid or irregular.
Section 11. Business Brought Before an Annual Meeting. At an annual meeting
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting. To be properly brought before an annual
meeting, business must be (i) specified
in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors,
(ii) brought before the meeting by or at the direction
of the Board of Directors or (iii) otherwise properly
brought before the meeting by a stockholder. For
business to be properly brought before an annual
meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the secretary
of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not
less than 60 days nor more than 90 days prior to the
meeting;provided, however, that in the event that less
than 70 days' notice or prior public announcement of
the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely
must be so received not later than the close of
business on the 10th day following the date on which
such notice of the date of the annual meeting was
mailed or such public announcement was made. A
stockholder's notice to the secretary shall set forth
as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of
the business desired to be brought before the annual
meeting, (ii) the name and address, as they appear on
the Corporation's books, of the stockholder proposing
such business, (iii) the class and number of shares of
the Corporation which are beneficially owned by the
stockholder and (iv) any material interest of the
stockholder in such business. Notwithstanding anything
in these By-laws to the contrary, no business shall be
conducted at an annual meeting except in accordance
with the procedures set forth in this section. The
presiding officer of an annual meeting shall, if the
facts warrant, determine and declare to the meeting
that business was not properly brought before the
meeting and in accordance with the provisions of this
section; if he should so determine, he shall so declare
to the meeting and any such business not properly
brought before the meeting shall not be transacted. For
purposes of this section, "public announcement" shall
mean disclosure in a press release reported by Dow
Jones News Service, Associated Press or a comparable
national news service. Nothing in this section shall be
deemed to affect any rights of stockholders to request
inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of
the Corporation shall be managed by or under the
direction of the Board of Directors. In addition to
such powers as are herein and in the Certificate of
Incorporation expressly conferred upon it, the Board of
Directors shall have and may exercise all the powers of
the Corporation, subject to the provisions of the laws
of Delaware, the Certificate of Incorporation and these
By-laws.
Section 2. Number, Election and Term of Office.
Subject to any rights of the holders of any series of
Preferred Stock to elect additional Directors under
specified circumstances, the number of Directors which
shall constitute the Board of Directors shall be fixed
at one (1), and hereafter such number shall be fixed
from time to time by resolution adopted by the
affirmative vote of a majority of the total number of
Directors then in office. The Directors shall be
elected by a plurality of the votes of the shares
present in person or represented by proxy at the
meeting and entitled to vote in the election of
Directors; provided that, whenever the holders of any
class or series of capital stock of the Corporation are
entitled to elect one or more Directors pursuant to the
provisions of the Certificate of Incorporation of the
Corporation (including, but not limited to, for
purposes of these By-laws, pursuant to any duly
authorized certificate of designation), such Directors
shall be elected by a plurality of the votes of such
class or series present in person or represented by
proxy at the meeting and entitled to vote in the
election of such Directors. The Directors shall be
elected and shall hold office only in the manner
provided in the Certificate of Incorporation.
Section 3. Removal and Resignation. No Director may be
removed from office without cause and without the
affirmative vote of the holders of a majority of the
voting power of the then outstanding shares of capital
stock entitled to vote generally in the election of
Directors voting together as a single class; provided,
however, that if the holders of any class or series of
capital stock are entitled by the provisions of the
Certificate of Incorporation (it being understood that
any references to the Certificate of Incorporation
shall include any duly authorized certificate of
designation) to elect one or more Directors, such
Director or Directors so elected may be removed without
cause only by the vote of the holders of a majority of
the outstanding shares of that class or series entitled
to vote. Any Director may resign at any time upon
written notice to the Corporation.
Section 4. Vacancies. Vacancies and newly created
directorships resulting from any increase in the total
number of Directors may be filled only in the manner
provided in the Certificate of Incorporation.
Section 5. Nominations.
(a) Only persons who are nominated in
accordance with the procedures set forth in these By-
laws shall be eligible to serve as Directors.
Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting
of stockholders (i) by or at the direction of the Board
of Directors, or (ii) by any stockholder of the
Corporation who was a stockholder of record at the time
of giving of notice provided for in this By-law, who is
entitled to vote generally in the election of Directors
at the meeting and who shall have complied with the
notice procedures set forth below in Section 5(b).
(b) In order for a stockholder to nominate a
person for election to the Board of Directors of the
Corporation at a meeting of stockholders, such
stockholder shall have delivered timely notice of such
stockholder's intent to make such nomination in writing
to the secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed
and received at the principal executive offices of the
Corporation (i) in the case of an annual meeting, not
less than 60 nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of
the annual meeting is changed by more than 30 days from
such anniversary date, notice by the stockholder to be
timely must be so received not later than the close of
business on the 10th day following the earlier of the
day on which notice of the date of the meeting was
mailed or public disclosure of the meeting was made,
and (ii) in the case of a special meeting at which
Directors are to be elected, not later than the close
of business on the 10th day following the earlier of
the day on which notice of the date of the meeting was
mailed or public disclosure of the meeting was made.
Such stockholder's notice shall set forth (i) as to
each person whom the stockholder proposes to nominate
for election as a Director at such meeting all
information relating to such person that is required to
be disclosed in solicitations of proxies for election
of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act
(including such person's written consent to being named
in the proxy statement as a nominee and to serving as a
Director if elected); (ii) as to the stockholder giving
the notice (A) the name and address, as they appear on
the Corporation's books, of such stockholder and (B)
the class and number of shares of the Corporation which
are beneficially owned by such stockholder and also
which are owned of record by such stockholder; and
(iii) as to the beneficial owner, if any, on whose
behalf the nomination is made, (A) the name and address
of such person and (B) the class and number of shares
of the Corporation which are beneficially owned by such
person. At the request of the Board of Directors, any
person nominated by the Board of Directors for election
as a Director shall furnish to the secretary of the
Corporation that information required to be set forth
in a stockholder's notice of nomination which pertains
to the nominee.
(c) No person shall be eligible to serve as a
Director of the Corporation unless nominated in
accordance with the procedures set forth in this
section. The chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the
procedures prescribed by this section, and if he should
so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded. A
stockholder seeking to nominate a person to serve as a
Director must also comply with all applicable
requirements of the Exchange Act, and the rules and
regulations thereunder with respect to the matters set
forth in this Section.
Section 6. Annual Meetings. The annual meeting of the
Board of Directors shall be held without other notice
than this By-law immediately after, and at the same
place as, the annual meeting of stockholders.
Section 7. Other Meetings and Notice. Regular
meetings, other than the annual meeting, of the Board
of Directors may be held without notice at such time
and at such place as shall from time to time be
determined by resolution of the Board of Directors.
Special meetings of the Board of Directors may be
called by the chairman of the board, the president (if
the president is a Director) or, upon the written
request of at least a majority of the Directors then in
office, the secretary of the Corporation on at least 24
hours notice to each Director, either personally, by
telephone, by mail or by telecopy.
Section 8. Chairman of the Board, Quorum, Required
Vote and Adjournment. The Board of Directors shall
elect, by the affirmative vote of a majority of the
total number of Directors then in office, a chairman of
the board, who shall preside at all meetings of the
stockholders and Board of Directors at which he or she
is present and shall have such powers and perform such
duties as the Board of Directors may from time to time
prescribe. If the chairman of the board is not present
at a meeting of the stockholders or the Board of
Directors, the president (if the president is a
Director and is not also the chairman of the board)
shall preside at such meeting, and, if the president is
not present at such meeting, a majority of the
Directors present at such meeting shall elect one of
their members to so preside. A majority of the total
number of Directors then in office shall constitute a
quorum for the transaction of business. Unless by
express provision of an applicable law, the Certificate
of Incorporation or these By-laws a different vote is
required, the vote of a majority of Directors present
at a meeting at which a quorum is present shall be the
act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the
Directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 9. Committees. The Board of Directors may, by
resolution passed by a majority of the total number of
Directors then in office, designate one or more
committees, each committee to consist of one or more of
the Directors of the Corporation, which to the extent
provided in such resolution or these By-laws shall
have, and may exercise, the powers of the Board of
Directors in the management and affairs of the
Corporation, except as otherwise limited by law. The
Board of Directors may designate one or more Directors
as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the
committee. Such committee or committees shall have such
name or names as may be determined from time to time by
resolution adopted by the Board of Directors. Each
committee shall keep regular minutes of its meetings
and report the same to the Board of Directors upon
request.
Section 10. Committee Rules. Each committee of the Board of Directors may fix
its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee.
Unless otherwise provided in such a resolution, the
presence of at least a majority of the members of the
committee shall be necessary to constitute a quorum.
Unless otherwise provided in such a resolution, in the
event that a member and that member's alternate, if
alternates are designated by the Board of Directors, of
such committee is or are absent or disqualified, the
member or members thereof present at any meeting and
not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act
at the meeting in place of any such absent or
disqualified member.
Section 11. Communications Equipment. Members of the Board of Directors or
any committee thereof may participate in and act at any meeting of such board
or committee through the use of a conference telephone or other
communications equipment by means of which all
persons participating in the meeting can hear and speak
with each other, and participation in the meeting
pursuant to this section shall constitute presence in
person at the meeting.
Section 12. Waiver of Notice and Presumption of Assent. Any member of the
Board of Directors or any committee thereof who is present at a meeting shall
be conclusively presumed to have waived notice of such meeting except when
such member attends for the express purpose
of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not
lawfully called or convened. Such member shall be
conclusively presumed to have assented to any action
taken unless his or her dissent shall be entered in the
minutes of the meeting or unless his or her written
dissent to such action shall be filed with the person
acting as the secretary of the meeting before the
adjournment thereof or shall be forwarded by registered
mail to the secretary of the Corporation immediately
after the adjournment of the meeting. Such right to
dissent shall not apply to any member who voted in
favor of such action.
Section 13. Action by Written Consent. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be
taken without a meeting if all members of
such board or committee, as the case may be, consent
thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board or
committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation
shall be elected by the Board of Directors and shall
consist of a chairman of the board, a chief executive
officer, a president, one or more vice-presidents, a
secretary, a chief financial officer and such other
officers and assistant officers as may be deemed
necessary or desirable by the Board of Directors. Any
number of offices may be held by the same person,
except that neither the chief executive officer nor the
president shall also hold the office of secretary. In
its discretion,the Board of Directors may choose not to
fill any office for any period as it may deem
advisable, except that the offices of president and
secretary shall be filled as expeditiously as possible.
Section 2. Election and Term of Office. The officers
of the Corporation shall be elected annually by the
Board of Directors at its first meeting held after each
annual meeting of stockholders or as soon thereafter as
convenient.Vacancies may be filled or new offices
created and filled at any meeting of the Board of
Directors. Each officer shall hold office until a
successor is duly elected and qualified or until his or
her earlier death, resignation or removal as
hereinafter provided.
Section 3. Removal. Any officer or agent elected by
the Board of Directors may be removed by the Board of
Directors at its discretion, but such removal shall be
without prejudice to the contract rights, if any, of
the person so removed.
Section 4. Vacancies. Any vacancy occurring in any
office because of death, resignation, removal,
disqualification or otherwise may be filled by the
Board of Directors.
Section 5. Compensation. Compensation of all executive
officers shall be approved by the Board of Directors,
and no officer shall be prevented from receiving such
compensation by virtue of his or her also being a
Director of the Corporation; provided, however, that
compensation of all executive officers may be
determined by a committee established for that purpose
if so authorized by the unanimous vote of the Board of
Directors.
Section 6. Chairman of the Board. The chairman of the
board shall preside at all meetings of the stockholders
and of the Board of Directors and shall have such other
powers and perform such other duties as may be
prescribed to him or her by the Board of Directors or
provided in these By-laws.
Section 7. Vice-Chairman of the Board. Whenever the
chairman of the board is unable to serve, by reason of
sickness, absence, or otherwise, the vice-chairman
shall have the powers and perform the duties of the
chairman of the board. The vice-chairman shall have
such other powers and perform such other duties as may
be prescribed by the chairman of the board, the board
of directors or these By-laws.
Section 8. Chief Executive Officer. The chief
executive officer shall have the powers and perform the
duties incident to that position. Subject to the powers
of the Board of Directors and the chairman of the
board, the chief executive officer shall be in the
general and active charge of the entire business and
affairs of the Corporation, and shall be its chief
policymaking officer. The chief executive officer shall
have such other powers and perform such other duties as
may be prescribed by the Board of Directors or provided
in these By-laws. The chief executive officer is
authorized to execute bonds,mortgages and other
contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law
to be otherwise signed and executed and except where
the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other
officer or agent of the Corporation. Whenever the
president is unable to serve, by reason of sickness,
absence or otherwise, the chief executive officer shall
perform all the duties and responsibilities and
exercise all the powers of the president.
Section 9. The President. The president of the
Corporation shall, subject to the powers of the Board
of Directors, the chairman of the board and the chief
executive officer, have general charge of the business,
affairs and property of the Corporation, and control
over its officers, agents and employees. The president
shall see that all orders and resolutions of the Board
of Directors are carried into effect. The president is
authorized to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law
to be otherwise signed and executed and except where
the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other
officer or agent of the Corporation. The president
shall have such other powers and perform such other
duties as may be prescribed by the chairman of the
board, the chief executive officer, the Board of
Directors or as may be provided in these By-laws.
Section 10. Vice-Presidents. The vice-president, or if there shall be more
than one, the vice-presidents in the order determined by the Board of
Directors or the chairman of the board, shall, in the absence or disability
of the president, act with all of the powers and
be subject to all the restrictions of the president.
The vice-presidents shall also perform such other
duties and have such other powers as the Board of
Directors, the chairman of the board, the chief
executive officer, the president or these By-laws may,
from time to time, prescribe. The vice-presidents may
also be designated as executive vice-presidents or
senior vice-presidents, as the Board of Directors may
from time to time prescribe.
Section 11. The Secretary and Assistant Secretaries. The secretary shall
attend all meetings of the Board of Directors, all meetings of the committees
thereof and all meetings of the stockholders and record all the proceedings
of the meetings in a book or books to be
kept for that purpose or shall ensure that his or her
designee attends each such meeting to act in such
capacity. Under the chairman of the board's
supervision, the secretary shall give, or cause to be
given, all notices required to be given by these By-
laws or by law; shall have such powers and perform such
duties as the Board of Directors, the chairman of the
board, the chief executive officer, the president or
these By-laws may, from time to time, prescribe; and
shall have custody of the corporate seal of the
Corporation. The secretary, or an assistant secretary,
shall have authority to affix the corporate seal to any
instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of
such assistant secretary. The Board of Directors may
give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing
by his or her signature. The assistant secretary, or if
there be more than one, any of the assistant
secretaries, shall in the absence or disability of the
secretary, perform the duties and exercise the powers
of the secretary and shall perform such other duties
and have such other powers as the Board of Directors,
the chairman of the board, the chief executive officer,
the president, or secretary may, from time to time,
prescribe.
Section 12. The Chief Financial Officer. The chief financial officer shall
have the custody of the corporate funds and securities; shall keep full and
accurate all books and accounts of the Corporation as shall be necessary or
desirable in accordance with applicable law
or generally accepted accounting principles; shall
deposit all monies and other valuable effects in the
name and to the credit of the Corporation as may be
ordered by the chairman of the board or the Board of
Directors; shall cause the funds of the Corporation to
be disbursed when such disbursements have been duly
authorized, taking proper vouchers for such
disbursements; and shall render to the Board of
Directors, at its regular meeting or when the Board of
Directors so requires, an account of the Corporation;
shall have such powers and perform such duties as the
Board of Directors, the chairman of the board, the
chief executive officer, the president or these By-laws
may, from time to time, prescribe. If required by the
Board of Directors, the chief financial officer shall
give the Corporation a bond (which shall be rendered
every six years) in such sums and with such surety or
sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of
the office of chief financial officer and for the
restoration to the Corporation, in case of death,
resignation, retirement or removal from office of all
books, papers, vouchers, money and other property of
whatever kind in the possession or under the control of
the chief financial officer belonging to the
Corporation.
Section 13. Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such
duties as may from time to time be prescribed by
resolution of the Board of Directors.
Section 14. Absence or Disability of Officers. In the case of the absence or
disability of any officer of the Corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may by
resolution delegate the powers and duties of such
officer to any other officer or to any Director, or to
any other person selected by it.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form. Every holder of stock in the
Corporation shall be entitled to have a certificate,
signed by, or in the name of the Corporation by the
chairman of the board, the chief executive officer or
the president and the secretary or an assistant
secretary of the Corporation, certifying the number of
shares owned by such holder in the Corporation. If such
a certificate is countersigned (i) by a transfer agent
or an assistant transfer agent other than the
Corporation or its employee or (ii) by a registrar,
other than the Corporation or its employee, the
signature of any such chairman of the board, chief
executive officer, president, secretary or assistant
secretary may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature
or signatures have been used on, any such certificate
or certificates shall cease to be such officer or
officers of the Corporation whether because of death,
resignation or otherwise before such certificate or
certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be
issued and delivered as though the person or persons
who signed such certificate or certificates or whose
facsimile signature or signatures have been used
thereon had not ceased to be such officer or officers
of the Corporation. All certificates for shares shall
be consecutively numbered or otherwise identified. The
name of the person to whom the shares represented
thereby are issued, with the number of shares and date
of issue, shall be entered on the books of the
Corporation. Shares of stock of the Corporation shall
only be transferred on the books of the Corporation by
the holder of record thereof or by such holder's
attorney duly authorized in writing, upon surrender to
the Corporation of the certificate or certificates for
such shares endorsed by the appropriate person or
persons, with such evidence of the authenticity of such
endorsement, transfer, authorization and other matters
as the Corporation may reasonably require, and
accompanied by all necessary stock transfer stamps. In
that event, it shall be the duty of the Corporation to
issue a new certificate to the person entitled thereto,
cancel the old certificate or certificates and record
the transaction on its books. The Board of Directors
may appoint a bank or trust company organized under the
laws of the United States or any state thereof to act
as its transfer agent or registrar, or both in
connection with the transfer of any class or series of
securities of the Corporation.
Section 2. Lost Certificates. The Board of Directors
may direct a new certificate or certificates to be
issued in place of any certificate or certificates
previously issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or
certificates, the Corporation may, in its discretion
and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed
certificate or certificates, or his or her legal
representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any
claim that may be made against the Corporation on
account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 3. Fixing a Record Date for Stockholder
Meetings. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which
record date shall not precede the date upon which the
resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be
more than 60 nor less than 10 days before the date of
such meeting. If no record date is fixed by the Board
of Directors, the record date for determining
stockholders entitled to notice of or to vote at a
meeting of stockholders shall be the close of business
on the next day preceding the day on which notice is
first given. A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 4. Fixing a Record Date for Other Purposes. In
order that the Corporation may determine the
stockholders entitled to receive payment of any
dividend or other distribution or allotment or any
rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange
of stock, or for the purposes of any other lawful
action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and
which record date shall be not more than 60 days prior
to such action. If no record date is fixed, the record
date for determining stockholders for any such purpose
shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating
thereto.
Section 5. Registered Stockholders. Prior to the
surrender to the Corporation of the certificate or
certificates for a share or shares of stock with a
request to record the transfer of such share or shares,
the Corporation may treat the registered owner as the
person entitled to receive dividends, to vote, to
receive notifications and otherwise to exercise all the
rights and powers of an owner. The Corporation shall
not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of
any other person, whether or not it shall have express
or other notice thereof.
Section 6. Subscriptions for Stock. Unless otherwise
provided for in the subscription agreement,
subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as
shall be determined by the Board of Directors. Any call
made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the
same class or as to all shares of the same series. In
case of default in the payment of any installment or
call when such payment is due, the Corporation may
proceed to collect the amount due in the same manner as
any debt due the Corporation.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock
of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special
meeting, in accordance with applicable law. Dividends
may be paid in cash, in property or in shares of the
capital stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any
dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or
sums as the Directors from time to time, in their
absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property
of the Corporation, or any other purpose, and the
Directors may modify or abolish any such reserve in the
manner in which it was created.
Section 2. Checks, Drafts or Orders. All checks,
drafts or other orders for the payment of money by or
to the Corporation and all notes and other evidences of
indebtedness issued in the name of the Corporation
shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner, as shall
be determined by resolution of the Board of Directors
or a duly authorized committee thereof.
Section 3. Contracts. In addition to the powers
otherwise granted to officers pursuant to ARTICLE IV
hereof, the Board of Directors may authorize any
officer or officers, or any agent or agents, of the
Corporation to enter into any contract or to execute
and deliver any instrument in the name of and on behalf
of the Corporation, and such authority may be general
or confined to specific instances.
Section 4. Loans. The Corporation may lend money to,
or guarantee any obligation of, or otherwise assist any
officer or other employee of the Corporation or of its
subsidiaries, including any officer or employee who is
a Director of the Corporation or its subsidiaries,
whenever, in the judgment of the Directors, such loan,
guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other
assistance may be with or without interest, and may be
unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation,
a pledge of shares of stock of the Corporation. Nothing
in this section shall be deemed to deny, limit or
restrict the powers of guaranty or warranty of the
Corporation at common law or under any statute.
Section 5. Fiscal Year. The fiscal year of the
Corporation shall be fixed by resolution of the Board
of Directors.
Section 6. Corporate Seal. The Board of Directors may
provide a corporate seal which shall be in the form of
a circle and shall have inscribed thereon the name of
the Corporation and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or
reproduced or otherwise.
Section 7. Voting Securities Owned By Corporation.
Voting securities in any other Corporation held by the
Corporation shall be voted by the chief executive
officer, the president or a vice-president, unless the
Board of Directors specifically confers authority to
vote with respect thereto, which authority may be
general or confined to specific instances, upon some
other person or officer. Any person authorized to vote
securities shall have the power to appoint proxies,
with general power of substitution.
Section 8. Inspection of Books and Records. The Board
of Directors shall have power from time to time to
determine to what extent and at what times and places
and under what conditions and regulations the accounts
and books of the Corporation, or any of them, shall be
open to the inspection of the stockholders; and no
stockholder shall have any right to inspect any account
or book or document of the Corporation, except as
conferred by the laws of the State of Delaware, unless
and until authorized so to do by resolution of the
Board of Directors or of the stockholders of the
Corporation.
Section 9. Section Headings. Section headings in these
By-laws are for convenience of reference only and shall
not be given any substantive effect in limiting or
otherwise construing any provision herein.
Section 10. Inconsistent Provisions. In the event that any provision of these
By-laws is or becomes inconsistent with any provision of the Certificate of
Incorporation, the General Corporation Law of the State of Delaware or any
other applicable law, the provision of
these By-laws shall not be given any effect to the
extent of such inconsistency but shall otherwise be
given full force and effect.
ARTICLE VII
AMENDMENTS
In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the
Corporation is expressly authorized to make, alter,
amend, change, add to or repeal these By-laws by the
affirmative vote of a majority of the total number of
Directors then in office. Any alteration or repeal of
these By-laws by the stockholders of the Corporation
shall require the affirmative vote of a majority of the
outstanding shares of the Corporation entitled to vote
on such alteration or repeal; provided, however, that
Section 11 of ARTICLE II and Sections 2, 3, 4 and 5 of
ARTICLE III and this ARTICLE VII of these By-laws shall
not be altered, amended or repealed and no provision
inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least a majority
of the outstanding shares of the Corporation entitled
to vote on such alteration or repeal.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-SB
Registration Statement of eInsure Networks
Corporation, our report as of August 31, 1999 and for
the period from November 25, 1998 (inception) to
August 31, 1999 dated October 27, 1999 relating to the
financial statements of eInsure Networks Corporation
which appear in such Form 10-SB.
WEINBERG & COMPANY,P.A.
Certified Public Accountants
Boca Raton, Florida
November 5, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director or officer of EINSURE
NETWORKS CORPORATION, a Delaware corporation (the
"Company"), does hereby constitute and appoint George
A. Todt and James F. Walters, and each of them, with
full power of substitution and resubstitution, as his
or her true and lawful attorney(s) to do any and all
things, and to execute any and all instruments, which
said attorney(s) and agent(s) may deem necessary or
advisable to enable the Company to comply with the
Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in
connection with the registration under the Securities
Exchange Act of 1934, as amended, of shares of capital
stock of the Company, including specifically, but
without limiting the generality of the foregoing, the
power and authority to sign the name of the undersigned
in the capacities indicated below to the Registration
Statement on Form 10, and any and all amendments
thereto on Form 8, to be filed for such registration.
Signature Title Date
______________ Chairman, Board of Directors
, 1999
George A. Todt and President and Secretary
(Principal Executive Officer)
Vice President,
Treasurer, ________, 1999
James F. Walters and Chief Financial Officer
(Principal Accounting Officer)
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