SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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)
<PAGE>
EINSURE NETWORKS CORPORATION
FORM 10-SB
TABLE OF CONTENTS
PART I
Page
Item 1. Description of Business............................................1
Item 2. Management's Discussion and Analysis or Plan of Operation..........2
Item 3. Description of Property............................................3
Item 4. Security Ownership of Certain Beneficial Owners and Management.....3
Item 5. Executive Officers, Promoters and Control Persons..................4
Item 6. Executive Compensation.............................................5
Item 7. Certain Relationships and Related Transactions.....................5
Item 8. Description of Securities..........................................5
PART II
Item 1. Market Price of and Dividends on the Registrants Common
Equity and Other Shareholder Matters.............................6
Item 2. Legal Proceedings..................................................6
Item 3. Changes in and Disagreements with Accountants......................7
Item 4. Recent Sales of Unregistered Securities............................7
Item 5. Indemnification of Directors and Officers..........................7
PART F/S
Financial Statements..........................................................8
PART III
Item 1. Index to Exhibits..................................................9
Item 2. Description of Exhibits............................................9
Signatures...................................................................10
i.
<PAGE>
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.
1
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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 December 31, 1999, during the Company's
development stage, the Company has a positive cash balance of $350.00, and has
generated a net loss of ($9,578.00).
PLAN OF OPERATION
The Company has registered a dot.com name and has determined it can begin
conducting its business with limited financing that it has arranged.
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.
2
<PAGE>
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 Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership (2) Class (2)
- -------------------- ------------------------ ----------
Appletree Investment Company, Ltd 1,000,000(3) 100.0%
PageOne Business Productions, LLC 100,000(3) 10.0%
George Todt 100,000(4) 10.0%
James Walters 100,000(4) 10.0%
All officers and directors as a group 100,000(4) 10.0%
(2 persons)
(1) Unless otherwise indicated, the address of each beneficial owner is in the
care of EINSURE NETWORKS CORPORATION, 14724 Ventura Blvd. Floor 2, Sherman
Oaks, CA 91403.
(2) Percent of Class assumes a base of 1,000,000 shares of common stock
outstanding as of December 31, 1999.
(3) Consists of 900,000 shares held of record by Appletree Investment Company,
Ltd., an Isle of Man corporation, and 100,000 shares held of record by
PageOne Business Productions, LLC, a Delaware limited liability company, of
which Appletree is a managing member.
(4) Consists solely of 100,000 shares of common stock held by PageOne Business
Productions, LLC, a Delaware limited liability company, of which Mr. Todt
and Mr. Walters are managing members.
3
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
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.
4
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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.
5
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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.
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.
6
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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 December 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.
7
<PAGE>
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 December 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 December 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 totaling $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.
8
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The following table sets forth the names of the recipients and amounts
received in connection with said transactions:
Number of Shares of
Name of Stockholder 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
9
<PAGE>
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
10
<PAGE>
PART F/S
The following financial statements of eInsure Networks Corporation, a
development stage company, are contained on Pages F-1 through F-7:
REPORT OF INDEPENDENT AUDITORS WEINBERG & COMPANY, P.A., CERTIFIED
PUBLIC ACCOUNTANTS, DATED APRIL 6, 2000.
BALANCE SHEET AS OF DECEMBER 31, 1999
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM NOVEMBER 25, 1998 (INCEPTION) TO DECEMBER 31,
1999
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD
FROM NOVEMBER 25, 1998 (INCEPTION) TO DECEMBER 31, 1999
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM NOVEMBER 25, 1998 (INCEPTION) TO DECEMBER 31,
1999
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999
11
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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 December 31, 1999 and the related statements
of operations, changes in stockholders' deficiency and cash flows for the year
then ended and for the period from November 25, 1998 (inception) to December 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 December 31, 1999, and the results of its
operations and its cash flows for the year then ended and for the period from
November 25, 1998 (inception) to December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is a development stage company without
operations and has an operating loss of $9,578 and a working capital deficiency
of $8,578. These factors raise substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
April 6, 2000
F-1
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EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
Cash $ 350
-------
TOTAL ASSETS $ 350
=======
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable - related party $ 8,928
-------
TOTAL LIABILITIES 8,928
-------
STOCKHOLDERS' DEFICIENCY
Preferred stock, $.01 par value, 100,000 shares
authorized, none 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 (9,578)
-------
TOTAL STOCKHOLDERS' DEFICIENCY (8,578)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 350
-------
=======
See accompanying notes to financial statements.
F-2
<PAGE>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
November 25, 1998
For the Year (Inception) to
Ended December December
31, 1999 31, 1999
------------- ---------------
INCOME $ - $ -
--------- ---------
EXPENSES
Accounting fees 500 500
Bank service charge 120 120
Consulting fees 388 388
Legal fees 7,000 7,000
Licenses, fees and permits 362 362
Office expense 1,208 1,208
--------- ---------
NET LOSS $ (9,578) $ (9,578)
========= =========
NET LOSS PER SHARE
BASIC AND DILUTED $ (0.0130) $ (0.0144)
========= =========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING DURING THE PERIOD
BASIC AND DILUTED 734,247 666,667
========= =========
See accompanying notes to financial statements.
F-3
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EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM NOVEMBER 25, 1998 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock During
--------------------- Development
Shares Amount Stage Total
--------- --------- --------- -------
<S> <C> <C> <C> <C>
Common stock issuance for cash 1,000,00$ $1,000 $ - $ 1,000
Net loss for the year ended December 31, 1999 - - (9,578) (9,578)
--------- ------ ------- -------
BALANCE AT DECEMBER 31, 1999 1,000,000 $1,000 $(9,578) $(8,578)
========= ====== ======= =======
</TABLE>
F-4
See accompanying notes to financial statements.
<PAGE>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
November
For the Year 25, 1998
Ended (Inception)
December To December
31, 1999 31, 1999
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(9,578) $(9,578)
Adjustments to reconcile net loss to net
cash used in operating activities: - -
------- -------
Net cash used in operating activities (9,578) (9,578)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: - -
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable - related party 8,928 8,928
Proceeds from issuance of common stock 1,000 1,000
------- -------
Net cash provided by financing activities 9,928 9,928
------- -------
INCREASE IN CASH AND CASH EQUIVALENTS
350 350
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD - -
------- -------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 350 $ 350
======= =======
See accompanying notes to financial statements.
F-5
<PAGE>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 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 engage
in an internet-based business. At December 31, 1999, the Company had
not yet commenced any revenue-generated operations, and all activity
to date relates to the Company's formation, proposed fund raising and
business plan development.
The Company's ability to commence revenue-generating operations is
contingent upon its ability to implement its business plan 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 Statement 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 year ended December 31, 1999.
F-6
<PAGE>
EINSURE NETWORKS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(E) Loss Per Share
Net loss per common share for the year ended December 31, 1999 and for
the period from November 25, 1998 (inception) to December 31, 1999 is
computed based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128 "Earnings Per Share".
There were no common stock equivalents outstanding at December 31,
1999.
NOTE 2 - 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. The amount is due and payable upon demand.
NOTE 3 - 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 December 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 Apple
Tree Investment Company, Ltd. and PageOne Business Productions, LLC,
respectively.
NOTE 4 - GOING CONCERN
As reflected in the accompanying financial statements, the Company had
a net loss of $9,578, a working capital deficiency of $8,578, and has
not generated any revenues since it has not yet implemented its
business plan. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional
capital and implement its business plan. The financial statements do
not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
The Company intends to implement its business plan and is seeking
funding through the private placement of its equity or debt securities
or may seek a combination with another company already engaged in its
proposed business. Management believes that actions presently taken
provide the opportunity for the Company to continue as a going
concern.
F-7
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Number Description
- ------ -----------
3.1 Certificate of Incorporation *
3.3 Bylaws *
27 Financial Data Schedule (incorporated herein by reference to
Registrant's Annual Report on Form 10-KSB for the year ended December
31, 1999).
* previously filed
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
Amendment No. 1 /s/ George A. Todt
April 27, 2000 By: -----------------------
George A. Todt
Director, Chief Executive
Officer
