UNITED STATES
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 (g) of The Securities Exchange Act of 1934
WEBMEDICALSERVICES.COM, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0418439
(State or other jurisdiction of (I.R.S. Employer
Identification Number)
incorporation or organization)
9410 Broadview, Miami, FL 33154
(Address of principal executive offices) (zip code)
Issuer's telephone number: (877) 603-4382
Securities to be registered under section 12(b) of the Act:
Title of each class Name on each exchange on which each class
is to be registered
- --------------------------------------------------------------------------------
NONE
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock, $.0001 par value
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TABLE OF CONTENTS
Introductory Statement i
Part I
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Item I DESCRIPTION OF BUSINESS 1
A. Business Development and Summary 1
B. Principal Products and Services and Principal Markets 2
Overview 2
Strategy 2
C. Distribution Methods of the Products or Services 2
a) Distribution 2
b) Advertising and Promotion 2
c) Customer Service 2
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS 0F FINANCIAL
CONDITION AND PLAN OF OPERATION 2
A. Overview 3
B. Segment Data 4
C. Results of Operations 4
a) Pre-Operating Expenses 4
b) Revenues 4
D. Liquidity and Capital Resources 4
E. Governmental Approval, Regulation and Environmental Compliance 5
F. Risks Associated with Operations 6
G. Competition 6
H. Developing and Changing Market 6
I. Employees 7
J. Risks Associated with Year 2000 7
K. Additional Information 7
Item 3 DESCRIPTION OF PROPERTY 7
Item 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL. OWNERS
AND MANAGEMENT 8
Item 5 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS 8
Item 6 EXECUTIVE COMPENSATION 9
Item 7 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 10
Item 8 DESCRIPTION OF SECURITIES 10
Part II
Item 1 MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 11
Item 2 LEGAL PROCEEDINGS 11
Item 3 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 11
Item 4 RECENT SALES OF UNREGISTERED SECURITIES 11
Item 5 INDEMNIFICATION OF DIRECTORS AND OFFICERS 11
Part F/S
FINANCIAL STATEMENTS AND EXHIBITS 14
SIGNATURE PAGE 15
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INTRODUCTORY STATEMENT
WebMedicalServices.com, Inc. (the "Company") has elected to file this Form 10SB
registration statement on a voluntary basis in order to become a reporting
company under the Securities Act of 1934. The primary purpose for this is that
the Company intends to be listed for trading on the OTC Electronic Bulletin
Board. Under the current NASD rules, in order to become listed on the OTC
Electronic Bulletin Board, a company now must be a reporting company under the
Securities Act of I 934.
This registration statement, including the information that may be incorporated
herein by reference, contains forward-looking statements including statements
regarding, among other items, the Company's business and growth strategies, and
anticipated trends in the Company's business and demographics. These
forward-looking statements are subject to a number of risks and uncertainties,
certain of which are beyond the Company's control. Actual results could differ
materially from these forward-looking statements as a result of factors
described in this section "Risk Factors." including among others, regulatory or
economic influences.
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PART I
Item I DESCRIPTION OF BUSINESS
A. BUSINESS DEVELOPMENT AND SUMMARY
WebMedicalServices.com, Inc., hereinafter referred to as "The Company" or
WebMedical, was organized by the filing of articles of incorporation with the
Secretary of State of the State of Nevada on February 16, 1999. The articles of
The Company authorized the issuance of fifty million (50,000,000) shares of
Common Stock at a par value of $0.0001 per share.
The Company is a developmental stage company with the principal business
objective to provide medical services and products to the public over the
Internet. It is intended for the public to be able to receive consultations
from physicians by typing in questions with the on-line site; also by telephone
over a "900" number, fax, or mail. Payment may be by credit card over a secure
website or with a toll free "800" telephone or check by fax. Patients may pay
for individual consultations or subscribe to a yearly flat payment plan.
Management intends to provide patients with access to primary care physicians
over the Internet in family medicine, pediatrics, internal medicine, including
cardiology and obstetrics/gynecology.
The Company plans to sell and construct websites to physicians, giving the
physicians an exclusivity in various geographic areas. The cost of constructing
a site for a physician could range between five hundred to five thousand
dollars, depending on the complexity of the site. Initially, the Company plans
to concentrate on primary care physicians such as family medicine. Later,
specialties such as psychiatry, surgery, ear-nose-throat, urology, neurology,
endocrinology (including diabetes), oncology (cancer), rheumatology may be
added. The Company expects that information about holistic alternative medicine
and products will be popular as a site. Physicians trained in this field may
also have a network of sites developed by the Company.
Direct selling to the public of medical supplies, products, herbal
medicines and over-the-counter non-prescription medicines are planned to be
available at the site. Easy diagnostics e.g.: glucose monitoring, cholesterol
tests, AIDS testing, pregnancy tests, urine test strips, ear, axillary, pacifier
and digital thermometers, ace bandages, splints, blood pressure cuffs,
otoscopes, anti-poison kits, nebulizer machines for asthmatics, emergency and
first aid kits, diaper disposals, special feeding bottles are among some of the
products that are planned.
The Company also plans to develop computer software, tentatively called
"Smart Kids" to assist parents in teaching babies and young children early
motor, language, math, science and reading skills.
The Company also plans to assist in physician recruitment and continuous
medical education courses (CME) to physicians over the Internet to help them
renew their licenses. Physicians looking for job placements are a sudden
growing industry as a result of managed care, management believes. In addition,
discount travel services, insurance, office supplies and auto leases can be
offered to physicians via the Internet.
In addition, the Company plans to purchase and manage primary medical
practices (pediatrics, family medicine and internal medicine) and will also
concentrate efforts to acquire specialty practices outside of managed care
(e.g.: plastic surgery, ophthalmology including laser refractive eye surgery
and dermatology, including cosmetic procedures). The Company also intends to
assist in the sale of medical practices to large medical management companies
and hospitals.
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The Company has no website as yet, and has not realized any of its
intentions as yet. The Company anticipates 6 to 9 months until the research
phase is completed, and development of its website(s) can begin in order to
begin phase II, when actual physicians will be contacted and revenues will be
expected.
The Company intends to focus on achieving and maintaining profitability,
also ensuring tight financial and systems control by 1) being fully prepared for
the possible onslaught of "hits" to its website, while still providing top
quality customer service, 2) focusing on quality, not quantity, of new staff, 3)
instituting financial/accounting software systems to enable tight cash flow, and
minimizing long-term contractual arrangements with suppliers.
B. PRINCIPAL PRODUCTS AND SERVICES AND PRINCIPAL MARKETS
OVERVIEW
WebMedical has the principal objective to become a leading medical resource
on the Internet on an international scale. The Company plans to target the U.S.
market as well as overseas, South America, and other foreign venues.
STRATEGY
The Company plans to use its vast knowledge in the medical industry to
provide services/products over the Internet to two principal markets: consumers
and physicians. By combining the need for medical services/products with the
Internet, the Company plans to expand its normal target market from a small
geographical area to the international sector.
C. DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES
a) Distribution:
The Company plans to ship its products to the consumer after payment
is received. Information/opinions will be disseminated on the Internet. The
Company believes the website will also provide an audience for other
revenue-making projects, such as banners, affiliate sales and related products.
b) Advertising and Promotion
The Company plans to attract physicians to its site(s) with sales
literature, and direct mail. Multi-faceted advertising for the consumer is being
planned, with an emphasis on the Spanish-speaking market.
c) Customer Service
The Company recognizes the need for an effective and responsive
customer service base. Using its planned website, the Company is developing a
customer service strategy to include a help section on the Internet for
immediate response to its customers, as well as chat rooms for users of its
products on a 24-hour basis.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION
The following discussion should be read in conjunction with, and is
qualified in its entirety by the Financial Statements section included below.
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With the exception of historical matters, the matters discussed herein are
forward looking statements that involve risks and uncertainties. Forward looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, the date of introduction or completion of the
Company's products, projections concerning operations and available cash flow.
The Company's actual results could differ materially from the results discussed
in such forward-looking statements. The following discussion of the Company's
financial condition and results of operations should be read in conjunction with
the Company's financial statements and the related notes thereto appearing
elsewhere herein.
OVERVIEW
(1) The Company, since raising its initial capital, has concentrated on
researching and developing medical products/services via the Internet. The
Company is formulating its plans for introduction of its planned products on the
Internet, as well as its marketing strategies. The Company has also identified
potential employees for the development of its products, and continued service.
During the initial phase of researching and developing, the Company
anticipates the need for additional capital for equipment, personnel, and
offices. Its current office at the home of its President, Dr. Burton Feinerman,
9410 Broadview, Miami, FL 33154, is being used free of charge and should be
adequate for the next few months, as research and plans are formulated.
On June 17, 1999, the Company completed an offering of 2,000,000 shares of
the Common Stock of the Company to approximately 34 unaffiliated shareholders.
This offering was made in reliance upon an exemption from the registration
provisions of Section 4(2) of the Securities Act of 1933 (the "Act"), as
amended, pursuant to Regulation D, Rule 504 of the Act. As of the date of this
filing, the Company has approximately 20,000,000 shares of its $0.0001 par value
common voting stock issued and outstanding that are held by 35 shareholders of
record. Management fully anticipates that the proceeds from the sale will be
sufficient to provide for the Company's capital needs for the next approximately
three (3) to six (6) months, during its research stage of development.
In addition, management of the Company believes the needs for additional
capital going forward will be derived somewhat from internal revenues and
earnings generated from the sale of its products and services. If the Company is
unable to begin to generate revenues from its anticipated products, management
believes the Company will need to raise additional funds to meet its cash
requirements.
The Company believes that its initial revenues will be primarily dependent
upon the number of physicians it can attract, the quality of its software, the
professionalism of its customer service plan, and the profit margins on the
products it offers. Realization of significant sales of the Company's products
and services during the fiscal year ending December 31, 1999 is vital to its
plan of operations. To that end, realization of developing quality medical
website(s) and selling its products to the target market is paramount to its
plan.
(2) No engineering, management or similar report has been prepared or provided
for external use by the Company in connection with the offer of its securities
to the public.
(3) Management believes that the Company's future growth and success will be
largely dependent on its ability to obtain physicians to use its websites, to
attract a stable medical force, to develop quality software, to market and
advertise effectively and efficiently, and its choice of profitable products.
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The Company has incurred a minimal amount in research and development costs
from February 16, 1999, to present, and the Company does not expect to incur any
other significant research and development expenses during the fiscal year
ending December 31, 1999.
(4) The Company expects to purchase regular office equipment, i.e., desks,
calculators, computers within the next 12 months. The Company also intends to
purchase/lease adequate computer equipment for storage and information
dissemination via the Internet for its products and services. The Company does
not have any facilities or equipment to sell at this time.
(5) Management anticipates that it will hire and add 5 full time employees over
the next twelve (12) months, as well as a medical staff which will be paid on a
commission-only basis. Employees will not be added during Phase I, the research
period. Employees will be added as revenues permit.
(6) From inception in February, 1999 through present, the Company has devoted a
majority of its time on research and development. During this time, the Company
incurred start up costs of $55,000 which has been paid by Dr. Burton Feinerman,
individually. This cost included all start up costs of attorney, filing fees,
and accountants, as well as advisory and consulting services. This $55,000 start
up costs is borne solely by Dr. Burton Feinerman, and is part of his
contribution to the Company, for which he has received 18,000,000 shares in the
Company, constituting a 90% controlling position.
B. SEGMENT DATA
There were no revenues from sales since its inception February 16, 1999.
Because there was no revenue, no table showing percentage breakdown of revenue
by business segment or products/service line is included.
C. RESULTS OF OPERATIONS
There were no revenues from sales up to the date of this filing. Since its
inception, February 16, 1999, the Company has formed the Company's organization
to pursue its business strategy.
a) Pre-Operating Expenses. Very little pre-operating expenses were necessary, as
all costs for the Company's legal organization, legal expenses. and financial
audits are included in the start of costs of $55,000, already paid in full by
Burton Feinerman, individually.
b) Revenues. The Company is a development state enterprise as defined in SFAS
#7, and has yet to generate any revenues. The Company is devoting substantially
all of its present efforts to: (1) develop materials and products to attract
physicians and consumers, (2) develop plans of operations (sales strategies,
customer service, e-commerce), and (3) obtain sufficient capital to commence
full operations.
D. LIQUIDITY AND CAPITAL RESOURCES
As of the date of this filing, the Company has $1,659.38 on hand or in
the bank. Until such time as the Company sets forth and implements its business
plan, there will he no need for additional capital, since Dr. Burton Feinerman
is contributing his time and expenses at no cost during that time. Although the
complete strategic business plan has not yet been fully researched and put
together, management, at present, foresees the possibility of the need to raise
about $500,000 in additional capital to fully enter the revenue stage of its
plan.
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The receipt of funds from Private Placement Offerings and loans
obtained through private sources by the Company are a possibility to fund the
Company until revenues can be achieved. Since inception, the Company has
financed its cash flow requirements though issuance of common stock and through
contributions from Burton Feinerman. As the Company expands its activities, it
may continue to experience net negative cash flows from operations, pending
receipt of sales revenues. Additionally the Company may be required to obtain
additional financing to fund operations through Common Stock offerings and bank
borrowings, to the extent available, or to obtain additional financing to the
extent necessary to augment its working capital.
Over the next twelve months, the Company intends to initiate its
revenues by establishing a website for e-commerce and contracting with
physicians. However, the Company will continue the research and development of
clients/products and in-depth plans. The Company believes that existing capital
and anticipated funds from operations will be sufficient to sustain operations
and planned expansion in the next three (3) to six (6) months. However, the need
for additional capital after that time may be necessary. Consequently, the
Company may seek additional financing in order to sustain operations. There can
be no assurance such additional funds will be available or that, if available,
such additional funds will be on terms acceptable to the Company. In either
case, the financing could have negative impact on the financial conditions of
the Company and its Shareholders.
The Company anticipates that it will incur operating losses in the
next twelve months. The Company's lack of operating history makes predictions of
future operating results difficult to ascertain. The Company's prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets. Such risks for the Company
include, but are not limited to, an evolving and unpredictable business model
and the management of growth. To address these risks, the Company must, among
other things, obtain a customer base, implement and successfully execute its
business and marketing strategy, continue to develop its website and products,
provide superior customer services and order fulfillment, respond to competitive
developments, and attract, retain and motivate qualified personnel. There can be
no assurance that the Company will be successful in addressing such risks, and
the failure to do so can have a material adverse effect on the Company's
business prospects, financial condition and results of operations.
Initial financing is only to provide funds to prove the business be necessary to
provide medical products/services to consumers and physicians via the Internet.
The Company hopes to enter into additional funding arrangements through
strategic partnerships, merger, equity offering or debt offering. Nothing has
been secured as of this time.
E. GOVERNMENTAL APPROVAL, REGULATION AND ENVIRONMENTAL COMPLIANCE
Other than general business licensing requirements, management is
unaware of any governmental approval necessary for the Company's operations in
the medical industry via the Internet. In addition, management is unaware of
existing or probable governmental regulations on the medical industry as it
refers to the Internet. Management anticipates no material costs associated with
compliance with federal, state or local environmental law as it relates to the
Internet.
However, most healthcare businesses are subject to extensive federal
and state government regulations. The laws and regulations applicable to
financial arrangements in the healthcare industry are complex and may be subject
to varying interpretations. The Company intends to comply with all laws and
regulations to which its businesses may be subject. There can
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be no assurance, however, that changes to current laws or regulations or that
existing or future administrative or judicial interpretations of such laws and
regulations will not affect the Company's businesses.
There are no current federal, state or local laws, statutes, or rules
regulating the Internet at this time that would affect the Company. However, if
new enactments were to become effective, depending on the scope and extent of
such laws/regulations, the Company could be directly affected either adversely
or beneficially.
F. RISKS ASSOCIATED WITH OPERATIONS
The Company's long-term success is partially predicated on the
marketability of its website and products and the strength of its physicians.
Its principal competition consists of entities within the medical
industry that are well established. The Company's ability to compete against
these more established and more financially stable companies is premised upon
the Company's ability to initiate and fulfill its development plans.
Another uncertainty is the dependence on key personnel familiar with
the control, administration, development, and training of the physicians and
website developers. The loss of Burton Feinerman, President, could have an
adverse effect on its continued operations.
Although research in the Company indicates that the Internet will
continue with little, if any regulation, and will continue to become a viable
marketing tool, there can be no assurances that the Internet will prove to be a
profitable outlay for the Company in its business plans.
While the Company's plan is being researched and developed thoroughly,
there is no assurance the plan will be accepted in or by the marketplace, nor,
that if it is accepted, that demand will be sufficient to make the Company
profitable. The Company cannot project with certainty the outcome of its
operations, and there are no assurances that the Company will operate profitably
in either the near or long term.
Local, national, and international economic conditions may have a
substantial adverse affect on the efforts of the Company. The Company cannot
guarantee against the possible eventuality of any potential adverse economic
conditions.
G. COMPETITION
The Company competes with numerous other healthcare and Internet
companies. Many of these competitors have substantially greater resources than
WebMedical. The Company has identified a niche in the market as it relates to
medical products and services, and hopes to capitalize on the advent of the
Internet.
H. DEVELOPING AND CHANGING MARKET
The market conditions for healthcare and products are continually
evolving and changing. The Company believes the current conditions will continue
favorably for this type of venture. There can be no assurance that the Company's
assessment of the situation is correct, nor that the products it selects will be
accepted by the consumers.
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I. EMPLOYEES
As of the current date, the Company has no paid employees. The Company
is dependent on Burton Feinerman, President. Dr. Feinerman does not plan to
spend full time efforts on the research and development of products, plans, and
physicians during the first six months of operation. Once these plans are
formulated, the Company will need to hire full time operational staff as its
operations commence. Dr. Feinerman is fully prepared to devote full time
efforts at that time, but there can be no assurance that other full time
employment of Dr. Feinerman would not offer a better salary and package to Dr.
Feinerman and Dr. Feinerman could abandon the Company. The Company's future
success also depends on its ability to attract and retain other qualified
personnel, for which competition is intense. The loss of Dr. Feinerman or the
Company's inability to attract and retain other qualified employees could have
material adverse affect on the Company.
J. RISKS ASSOCIATED WITH YEAR 2000
In less than two months, computer systems and/or software used by many
companies may need to be upgraded to accept four digit entries to distinguish
21st century dates from 20th century dates. Management believes that Year 2000
issues should not adversely affect the Company or its customers. As the Company
is fully aware of potential Y2K problems and has no computers or software at
this time, management does not anticipate any loss of or delay in market
acceptance of its products and services, increased service and warranty costs,
or payment by the Company of compensatory or other damages which could have a
material adverse effect on the Company's business, financial condition, and
results of operations.
K. ADDITIONAL INFORMATION
The Company intends to provide an annual report to its security
holders, and to make quarterly reports available for inspection by its security
holders. The annual report will include audited financial statements.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Act") and, in accordance with the
Commission, such reports, proxy statements and other information may be
inspected at public reference facilities of the Commission at Judiciary Plaza,
450 Fifth Street N.W., Washington D.C. 20549; Northwest Atrium Center, 500 West
Madison Street Suite 1400, Chicago. Illinois 60661; 7 World Trade Center, New
York, New York, 10048; and 5670 Wilshire Boulevard, Los Angeles, California
90036. Copies of such material can be obtained from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C.
20549, at prescribed rates. For further information, the SEC maintains a website
that contains reports, proxy and information statements, and other information
regarding reporting companies at http:www.sec.gov
ITEM 3 DESCRIPTION OF PROPERTY
The Company currently pays no rent for its executive offices. Office
space is currently being used at the home of Dr. Burton Feinerman. This office
arrangement is considered adequate for current and short-term operations of the
Company.
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ITEM 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of November 30,
1999, with respect to the beneficial ownership of Common Stock by (i) each
person who to the knowledge of the Company, beneficially owned or had the right
to acquire more than 5% of the Outstanding Common Stock, (ii) each director of
the Company and (iii) all executive offices and directors of the Company as a
group.
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Name of Beneficial Owner (I) Number Percent
of Shares of Class (2)
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Dr. Burton Feinerman(3) 18,000,000 90%
9410 Broadview
Miami, FL 33154
All Directors & Officers as a Group 18,000,000
<FN>
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition,
for purposes of this table, a person is deemed, as of any date, to
have "beneficial ownership" of any security that such person has the
right to acquire within 60 days after such date.
(2) Figures are rounded to the nearest percentage.
(3) As part of an advisory and servicing agreement, J. Thomas Howard, LTD
retains all voting rights of the 18,000,000 shares until the fee of
$55,000 has been paid in full. As of November 30, 1999, $22,500 is
still due and payable from Dr. Burton Feinerman, individually.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The following table sets forth the names, positions with the Company and
ages of the executive officers and directors of the Company. Directors will be
elected at the Company's annual meeting of shareholders and serve for one year
or until their successors are elected and qualify. Officers are elected by the
Board, and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.
Name Age Title
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Dr. Burton Feinerman 70 President, Chairman
Duties, Responsibilities and Experience
BURTON FEINERMAN, M.D., PRESIDENT
B.A. New York University; M.D. New York Medical College; post graduate
training at the Mayo Clinic, Rochester, Minnesota; Board Certified by the
American Board of Pediatrics; served in U.S. Army in Germany as Chief of
Pediatrics, 98th General Hospital; Former Chief of Pediatrics, Parkway Regional
Hospital, International Hospital, Miami General Hospital, Humana Hospital
Biscayne in Miami, Florida; Chief Executive Officer of Opa-General Hospital;
Former Chairman, Cancer Technology, Inc.; Administrator, Town and Country
Medical Center, Board of Directors, Institute for Advanced Studies in
Immunology, George Washington University School of medicine; former
Vice-President Hainlin Mill Land Development Company; President, Kids Medical
Services International.
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From 1960 to 1994, Dr. Feinerman had a pediatric practice in Miami,
Florida, that was generating $1.8 million/annum in revenue at the time of its
sale. He subsequently had a successful practice in Key Largo, Florida from 1994
to 1997 that he sold to a large hospital. Member of the Board of Directors,
Internet Application Services Institute, LatinMD.com, Inc. and
Chinawebmedical.com, Inc.
Notable achievements in his career and include:
- Alumnus of The Year, 1980 at New York Medical College in Education
- Pioneer researcher in cancer immunology and immunotherapy
- Pioneer in pediatric managed medical care
- Active in many business and Internet organizations
Strengths and personality:
- Creativity: Pioneer in many medial fields; early developer 1994 in
Internet sites; able to generate new concepts ahead of the times
- Administration: Organization skills in the business world and
e-commerce
- Development: Organizes good management teams that are functional,
practical and imaginative
- Flexibility: Able to make necessary changes and go in different
directions as the situations may demand
- Hard Working: Self-described "workaholic", 18-hour days, 7 days a week
to get a job done.
ITEM 6. EXECUTIVE COMPENSATION
Dr. Burton Feinerman has not received, nor is he projected to receive, any
compensation for his services, including his capacities as Chairman and
President other than the issuance of the Company's Common Stock as set forth in
Item 4 above.
Should the Company become profitable and produce commensurate cash flows
from operations and/or through the sale of strategic investments, there may be
some level of compensation paid to him. However, this will be subject to
approval by the Company's Board of Directors. It is the responsibility of the
Company's Officers and its Board of Directors to determine the timing of any
remuneration for key personnel. Such determination and timing thereof will be
based upon such factors as positive cash flow to include equity sales, operating
cash flows, capital requirements, and a positive cash flow balance in excess of
$12,500 per month. At the time cash flow reaches this point, and appears to be
sustainable, the Officers and Board of Directors will again readdress the
compensation of its key personnel and set forth a more formal and complete plan
for remuneration in line with operations of the Company. At present, the
Company's management cannot accurately estimate the point when revenues and
operating cash flows will be sufficient enough to implement this compensation
plan, nor are they able to estimate the exact amount of compensation at this
time.
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There are no annuity, pension, or retirement benefits proposed to be
paid of Officers, Directors, or employees of the Company in the event of
retirement at normal date pursuant to any presently existing plan provided or
contributed to by the Company, or any of its subsidiaries, if any.
KEY OFFICER EMPLOYMENT AGREEMENTS
No employment contracts have been negotiated or signed as yet. However, the
Company plans on having all key employees and officers sign a detailed
employment contract as appropriate.
COMPENSATION OF DIRECTORS
All directors will be reimbursed for expenses incurred in attending Board or
committee meetings.
STOCK OPTION PLAN AND NON-EMPLOYEE DIRECTORS' PLAN
No stock option plan has been set forth, and no non-employee directors' plan has
been instituted. The Company may decide, at a later date, and reserves the right
to, initiate these plans as deemed necessary by the Board.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Business Consultants. The Company has relied on J. Thomas Howard, LTD as key
business consultants while in its development stage. J. Thomas Howard, LTD has
provided the assistance in preparing the Company to become a reporting company.
For this assistance, the Company has issued 1,300,000 shares of Common Stock at
$.001 per share to companies under control by J. Thomas Howard, LTD.
ITEM 8. DESCRIPTION OF SECURITIES
The Company's Articles of Incorporation authorizes the issuance of 50,000,000
shares of common stock, $.000l par value per share, of which 20,000,000 shares
were outstanding as of the date of this Prospectus. The Company is not
authorized to issue shares of preferred stock. Holders of shares of common
stock are entitled to one vote for each share on all matters to be voted on by
the stockholders. Holders of common stock have no cumulative voting rights.
Holders of shares of common stock are entitled to share ratably in dividends, if
any, as may be declared, from time to time by the Board of Directors in its
discretion, from funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, the holders of shares of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no conversion rights or
redemption or sinking fund provisions with respect to the common stock. All of
the outstanding shares of common stock are validly issued, fully paid and
non-assessable. The Company has not authorized any Preferred Stock, Convertible
Stock, or Warrants as of the date of this filing.
TRANSFER AGENT
The transfer agent for the common stock is Florida Atlantic Stock Transfer, 7130
Nob Hill Road, Tamarac, Florida 33321.
10
<PAGE>
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's shares of Common Stock are not registered with the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as amended
(hereinafter referred to as the "Act"), and with the exception of certain shares
issued pursuant to Regulation D-504, are "restricted securities." A total of
1,639,000 shares are unrestricted, based on the Missouri Uniform Securities Act,
Section 30-54.215.
Since its inception February 16, 1999, the Company has not paid cash
dividends on its Common Stock. It is the present policy of the Company not to
pay cash dividends and to retain future earnings to support the Company's
growth. Any payments of cash dividends in the future will be dependent upon,
among other things, the amount of funds available therefor, the Company's
earnings, financial condition, capital requirements, and other factors which the
Board of Directors deem relevant.
As of November 30, 1999, there were 35 Common Shareholders of record.
ITEM 2. LEGAL PROCEEDINGS
The Company is not presently a party to any litigation, nor to the
knowledge of management is any litigation threatened against the Company, which
would materially affect the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
Private Placements.
In June 1999, The Company completed an exempt placement of 1,639,000
shares of common stock, Pursuant to Rule 504, at a price of $0.001 per share for
a total of $1,639.00. Another 345,000 shares were sold under the same rule at
a price of $0.01 per share for a total of $3,450.00. Another 16,000 shares were
sold under the same rule at a price of $0.08 per share for a total of $2,000.00.
The total amount raised was $7,089.00. There are 34 shareholders, all of which
hold less than 5% of the shares.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.75 I of
the Nevada General Corporation Laws provides as follows:
78.751 Indemnification of officers, directors, employees and agents; advance
of expenses.
1. A corporation may indemnify any 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,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
11
<PAGE>
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if lie acted
in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection I and 2, or in defense of
any claim, issue or matter therein, lie must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court
or advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must he made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than the directors or
officers may' he entitled under any contract or otherwise by law.
12
<PAGE>
6. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to subsection 2 or for the advancement of expenses jade
pursuant to subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his act
or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
administrators of such person.
13
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The Audited Financial Statement of the Company, prepared by Williams & Webster,
PS, Certified Public Accountants, Seafirst Financial Center, W. 601 Riverside,
Suite 1940, Spokane, WA 99201 required by Regulation S-X commence on page F/S
hereof in response to this Item 13 of this Registration Statement on Form 10SB
and are incorporated herein by this reference.
EXHIBITS
Exhibit 2 Charter & bylaws
Exhibit 2(1) Articles of Incorporation
Exhibit 2(2) By-Laws
Exhibit 3 Instruments defining rights of security holders
(see Exhibit 2)
Exhibit 5 Voting Trust agreement
(not applicable)
Exhibit 6 Material contracts
Exhibit 6(1) Advisory ad Servicing Contract between Burton
Feinerman and J. Thomas Howard, LTD
Exhibit 7 Material foreign patents
(not applicable)
Exhibit 12 Additional exhibits
(not applicable)
Exhibit 13 Canadian issuer's power of atty
(not applicable)
14
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of Section 12 of the securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: December 14, 1999
WebMedicalServices.com, Inc.
By /S/ Burton Feinerman
----------------------
Burton Feinerman, President
15
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
NOVEMBER 30, 1999
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
SEAFIRST FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
<S> <C>
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
</TABLE>
<PAGE>
Board of Directors
WebMedicalServices.com, Inc.
9410 Broadview Drive
Miami, FL 33154
Independent Auditor's Report
We have audited the accompanying balance sheet of WebMedicalServices.com, Inc.
(a development stage company) as of November 30, 1999 and the related statements
of operations, cash flows, and stockholders' equity for the period from February
16, 1999 (inception) through November 30, 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 WebMedicalServices.com, Inc. as
of November 30, 1999, and the results of its operations and its cash flows for
the period from February 16, 1999 (inception) to November 30, 1999, in
conformity with generally accepted accounting principles.
As discussed in Note 2, the Company has been in the development stage since its
inception and has no revenues. The Company's continued viability is dependent
upon the Company's ability to meet its future financing requirements and the
success of future operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans regarding
those matters are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/S/ Williams & Webster, P.S.
- --------------------------------
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
December 6, 1999
1
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
November 30,
A S S E T S 1999
----------------
<S> <C>
CURRENT ASSETS
Cash $ 1,659
Receivable from shareholder 22,500
----------------
TOTAL CURRENT ASSETS 24,159
----------------
TOTAL ASSETS $ 24,159
================
L I A B I L I T I E S & S T O C K H O L D E R S ' E Q U I T Y
TOTAL CURRENT LIABILITIES $ -
TOTAL LIABILITIES -
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDER'S EQUITY
Common stock, 50,000,000 shares authorized,
$.0001 par value; 20,000,000 shares
issued and outstanding 2,000
Additional paid-in capital 60,089
Accumulated deficit (37,930)
----------------
TOTAL STOCKHOLDERS' EQUITY 24,159
----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,159
================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Period From
February 16, 1999
(Inception) Through
November 30, 1999
--------------------
<S> <C>
R E V E N U E S $ -
--------------------
E X P E N S E S
Professional services 37,930
--------------------
TOTAL OPERATING EXPENSES 37,930
--------------------
NET LOSS $ (37,930)
====================
Basic net loss per common share $ NIL
====================
Weighted average number of
common stock shares outstanding 20,000,000
====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock
-------------------------
Number Additional Accumulated Stockholders' Total
of Shares Amount Paid-in Capital Deficit Equity
---------- ------------- ---------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock in June 1999
for cash at an average of $.004 per share 2,000,000 $ 200 $ 6,889 $ - $ 7,089
Issuance of common stock at $.003 for
professional services paid directly by
the president of the Company 18,000,000 1,800 53,200 - 55,000
Loss for period ending, November 30, 1999 - - - (37,930) (37,930)
---------- ------------- ---------------- ---------------- ------------------
Balance at November 30, 1999 20,000,000 $ 2,000 $ 60,089 $ (37,930) $ 24,159
========== ============= ================ ================ ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Period From
February 16, 1999
(Inception) Through
November 30, 1999
------------------------------
<S> <C>
Cash flows from operating activities:
Net loss $ (37,930)
Direct payments for professional services by stockholder 32,500
------------------------------
Net cash used in operating activities (5,430)
------------------------------
Cash flows from investing activities: -
------------------------------
Cash flows from financing activities:
Issuance of stock 7,089
------------------------------
Net cash provided by financing activities 7,089
------------------------------
Net increase in cash 1,659
Cash, beginning of period -
------------------------------
Cash, end of period $ 1,659
==============================
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest and income taxes:
Interest $ -
==============================
Income taxes $ -
==============================
NON-CASH INVESTING AND FINANCING ACTIVITIES
Professional services paid directly by stockholder $ 32,500
==============================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
WebMedicalServices.com, Inc., (hereinafter "the Company"), was incorporated in
February 1999 under the laws of the State of Nevada primarily for the purpose of
providing medical services and non-prescription products to the public via the
internet. The Company also plans to design and sell websites to physicians,
giving the physicians exclusivity in various geographic regions. At November
30, 1999, the Company is operating from the residence of the Company's
president, in Miami, Florida. The Company is expected to secure separate office
space in the near future.
The Company is in the development stage and as of November 30, 1999 had not
realized any significant revenues from its planned operations.
NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of WebMedicalServices.com, Inc.
is presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
which is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Development Stage Activities
- ------------------------------
The Company has been in the development stage since its formation on February
16, 1999. It is primarily engaged in providing medical services and products
and designing and selling websites to physicians.
Going Concern
- --------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has generated no
revenues since inception. The Company, being a developmental stage enterprise,
is currently putting technology in place which will, if successful, mitigate
these factors which raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.
Management intends to seek new capital from new equity securities issuances that
will provide funds needed to increase liquidity, fund internal growth and fully
implement its business plan.
6
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
- ----------------------------
The Company has only a demand deposit account. It does not have cash
equivalents at this time.
Accounting Method
- ------------------
The Company's financial statements are prepared using the accrual method of
accounting. WebMedicalServices.com, Inc.'s year-end is December 31.
Loss Per share
- ----------------
The Company has adopted Statement of Financial Accounting Standards Statement
(SFAS) No. 128, Earnings Per Share. Basic earnings per share is computed using
the weighted average number of common shares outstanding. Diluted net loss per
share is the same as basic net loss per share as there are no common stock
equivalents to be included in the calculation.
Income Taxes
- -------------
No provision for taxes or tax benefit has been reported in the financial
statements, as there is not a measurable means of assessing future profits or
losses.
Year 2000
- ----------
The Company, like other firms, could be adversely affected if the computer
systems used by it, its suppliers or customers do not properly process and
calculate date-related information and data from the period surrounding and
including January 1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer systems and devices such as
production equipment.
At this time, because of the complexities involved in the issue, management
cannot provide absolute assurances that the Year 2000 issue will not have an
impact on the Company's operations.
The Company has not purchased any software or hardware. When the Company does
purchase software and hardware, it will determine at that time if there could be
any adverse effects to the Company's operations regarding Year 2000 issues.
Management also believes that Year 2000 issues should not adversely affect the
ability of its clients and customers to conduct business with the Company. Any
costs associated with Year 2000 compliance will be expensed when incurred.
7
<PAGE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impaired Asset Policy
- -----------------------
The Company expects to review any long-lived assets quarterly to determine if
any events or changes in circumstances have transpired which indicate that the
carrying value of its assets may not be recoverable in accordance with standards
in SFAS No. 121.
NOTE 3 - PROPERTY AND EQUIPMENT
At November 30, 1999 the Company does not own any property or equipment. When
the Company does acquire property and equipment it expects to implement a policy
to determine impairment by comparing the undiscounted future cash flows
estimated to be generated by those assets to their respective carrying amounts.
NOTE 4 - ACCOUNTS RECEIVABLE FROM STOCKHOLDER
At November 30, 1999, the Company has a receivable from its president, the major
stockholder, in the amount of $22,500. This receivable arose from a contract
signed by the president with an advisory firm designated to assist in
establishing an initial public offering for the Company. The total amount of
advisory services of $55,000, of which $32,500 has been expensed to date, was
recorded as payment for the issuance of common stock. See Note 6.
NOTE 5-COMMON STOCK
Upon incorporation, the Company authorized the issuance of 50,000,000 shares of
common stock at a par value of $0.0001 per share of which 20,000,000 shares are
outstanding. Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders, but have no
cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in dividends, if any, as may be declared by the Board of Directors
in its discretion, from funds legally available therefor. The Company has not
authorized any preferred stock, convertible stock, warrants or options as of
November 30, 1999.
The president and director of the Company, Dr. Burton Feinerman, owns 90% of the
outstanding common stock.
NOTE 6-RELATED PARTY
The Company issued 1,300,000 shares of common stock to companies under the
control of its key business consultant, J. Thomas Howard LTD., at $.001 per
common share.
8
<PAGE>
NOTE 6-RELATED PARTY (CONTINUED)
The Company issued stock to the president in exchange for professional fees to
be paid by the president in the amount of $55,000, of which $32,500 has been
paid to date. See Note 4. The professional fees were due to J. Thomas Howard
LTD., which contracted to provide services related to the initial registration
of the Company under the Securities Act of 1934. The voting rights of the
shares related to this transaction are held by J. Thomas Howard LTD until the
liability is satisfied.
9
<PAGE>
ARTICLES OF INCORPORATION
FILED OF
FEB 16 1999 WEBMEDICALSERVICES.COM, INC.
a Nevada Corporation
FIRST. The name of the corporation is:
- -----
WEBMEDICALSERVICES.COM, INC.
SECOND. The resident agent for this corporation shall be:
- ------
SAGE INTERNATIONAL INC.
The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 TERMINAL WAY, SUITE 209, RENO,
NEVADA 89502, located in WASHOE COUNTY, State of Nevada. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this corporation may conduct all
corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this corporation is formed are as follows: to
- -----
engage in any lawful activity.
FOURTH. That the total number of voting common stock authorized that may be
- ------
issued by the corporation is FIFTY MILLION (50,000,000) shares of stock with
.0001 PAR VALUE, and no other class of stock shall be authorized. Said shares
may be issued by the corporation from time to time for such considerations as
may be fixed from time to time by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as directors, and
- -----
the number of directors may from time to time be increased or decreased in such
manner as shall be provided by the bylaws of this corporation, providing that
the number of directors shall not be reduced to less than one (1). The name and
post office address of the first Board of Directors shall be one (1) in number
and listed as follows:
NAME POST OFFICE ADDRESS
---- ---- ------ -------
CHERI S. HILL 1135 TERMINAL WAY, SUITE 209
RENO, NEVADA 89502
1 of 3 pages.
Exhibit 2 (1) Page 1
<PAGE>
SIXTH. After the amount of the subscription price, the purchase price, of the
- -----
par value of the stock of any class or series is paid into the corporation,
owners or holders of shares of any stock in the corporation may never be
assessed to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
- -------
Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
---- ---- ------ -------
CHERI S. HILL 1135 TERMINAL WAY, SUITE 209
RENO, NEVADA 89502
EIGHTH. The corporation is to have a perpetual existence.
- ------
NINTH. No director or officer of the corporation shall be personally liable to
- -----
the corporation or any of its stockholders for damages for breach of fiduciary
duty as a director or officer or for any act or omission of any such director or
officer; however, the foregoing provision shall not eliminate or limit the
liability of a director or officer for (a) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law; or (b) the payment
of dividends in violation of Section 78.3 00 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of this corporation
shall be prospective only and shall not adversely affect any limitation on the
personal liability of a director or officer of the corporation for acts or
omissions prior to such repeal or modification.
TENTH. No shareholder shall be entitled as a matter of right to subscribe for or
- -----
receive additional shares of any class of stock of the corporation, whether now
or hereafter authorized, or any bonds, debentures or securities convertible into
stock, but such additional shares of stock or other securities convertible into
stock may be issued or disposed of by the Board of Directors to such persons and
on such terms as in its discretion it shall deem advisable.
ELEVENTH. This corporation reserves the right to amend, alter, change or repeal
- --------
any provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon Stockholders herein are granted subject to this
reservation.
2 of 3 pages.
Exhibit 2 (1) Page 2
<PAGE>
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of
forming a corporation pursuant to the General Corporation Laws of the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and
certifying the facts herein stated are true, and accordingly have hereunto set
my hand FEBRUARY 12, 1999.
/S
CHERI S. HILL, Incorporator
STATE OF NEVADA
COUNTY OF WASHOE
On FEBRUARY 12, 1999, before me, the undersigned, a Notary Public in and for
said County and State, personally appeared CHERI S. HILL, personally known to me
to be the person whose name is subscribed to the foregoing document and
acknowledged to me that she executed the same.
/S
V. R. SWEET
NotaryPublic-StateofNevada I Appointment Recorded in Washoe County
NO. 93-4205-2 - EXPIRES AUG. 1, 2001
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT BY RESIDENT AGENT
SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of
Healthcare Software, Inc. in accordance with NRS 78.090.
SAGE INTERNATIONAL, INC.
/S Date: FEBRUARY 12,
1999.
CHERI S. HILL, Senior V.P.
3 of 3 pages.
Exhibit 2 (1) Page 3
<PAGE>
TABLE OF CONTENTS
BY-LAWS
ARTICLE ONE - OFFICES
1.1 Registered Office.
1.2 Other Offices.
ARTICLE TWO - MEETINGS OF STOCKHOLDERS
2.1 Place.
2.2 Annual Meetings.
2.3 Special Meetings.
2.4 Notices of Meetings.
2.5 Purpose of Meetings.
2.6 Quorum.
2.7 Voting.
2.8 Share Voting.
2.9 Proxy.
2.10 Written Consent in Lieu of Meeting.
ARTICLE - THREE - DIRECTORS
3.1 Powers.
3.2 Number of Directors.
3.3 Vacancies.
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
4.1 Place.
4.2 First Meeting.
4.3 Regular Meetings.
4.4 Special Meetings.
4.5 Notice.
4.6 Waiver.
4.7 Quorum.
4.8 Adjournment.
ARTICLE FIVE - COMMITTEES OF DIRECTORS
5.1 Power to Designate.
5.2 Regular Minutes.
5.3 Written Consent.
ARTICLE SIX - COMPENSATION OF DIRECTORS
6.1 Compensation.
ARTICLE SEVEN - NOTICES
7.1 Notice.
7.2 Consent.
7.3 Waiver of Notice.
Exhibit 2 (2) Page 1
<PAGE>
ARTICLE EIGHT - OFFICERS
8.1 Appointment of Officers.
8.2 Time of Appointment.
8.3 Additional Officers.
8.4 Salaries.
8.5 Vacancies.
8.6 Chairman of the Board.
8.7 Vice-Chairman.
8.8 President.
8.9 Vice-President.
8.10 Secretary.
8.11 Assistant Secretaries.
8.12 Treasurer.
8.13 Surety.
8.14 Assistant Treasurer.
ARTICLE NINE - CERTIFICATES OF STOCK
9.1 Share Certificates.
9.2 Transfer Agents.
9.3 Lost or Stolen Certificates.
9.4 Share Transfers.
9.5 Voting Shareholder.
9.6 Shareholders Record.
ARTICLE TEN - GENERAL PROVISIONS
10.1 Dividends.
10.2 Reserves.
10.3 Checks.
10.4 Fiscal Year.
10.5 Corporate Seal.
ARTICLE ELEVEN - INDEMNIFICATION
ARTICLE TWELVE - AMENDMENTS
12.1 By Shareholder.
12.2 By Board of Directors.
Exhibit 2 (2) Page 2
<PAGE>
BY-LAWS
OF
WebMedicalServices.com, Inc.
A NEVADA CORPORATION
ARTICLES ONE
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OFFICES
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Section 1.1. Registered Office - The registered office of this corporation
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shall be in the County of Washoe ,State of Nevada.
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Section 1.2. Other Offices -The corporation may also have offices
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at such other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE TWO
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MEETINGS OF STOCKHOLDERS
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Section 2.1 Place -All annual meetings of the stockholders shall
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be held at the registered office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof.
Section 2.2 Annual Meetings - Annual meetings of the
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stockholders, commencing with the year 2000, shall be held on the 1st day of
March each year if not a legal holiday and, if a legal holiday, then on the next
secular day following, or at such other time as may be set by the Board of
Directors from time to time, at which the stockholders shall elect by vote a
Board of Directors and transact such other business as may properly be brought
before the meeting.
Section 2.3 Special Meetings - Special meetings of the stockholders,
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for any purposes or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.
Section 2.4 Notice of Meetings - Notices of meetings shall be in
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writing and signed by the President or a Vice-President or the Secretary or an
Assistant Secretary or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the meeting
is called and the time and the place, which may be within or without thisState,
where it is to be held. A copy of such notice shall be either delivered
personally to or shall be mailed, postage prepaid to each stockholder of record
entitled to vote at such meeting not less than ten nor more than sixty days
before such meeting. If mailed, it shall be directed to a stockholder at his
address as it appears upon the records of the corporation and upon such mailing
of any such notice, the service thereof shall be complete and the time of the
notice shall being to run from the date upon which such notice is deposited in
the mail for transmission to such stockholder. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership. In the event of the transfer of stock after delivery
of such notice of and prior to the holding of the meeting it shall not be
necessary to deliver or mail notice of the meeting to the transferee.
Exhibit 2 (2) Page 3
<PAGE>
Section 2.5. Purpose of Meetings - Business transacted at any special
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meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.6. Quorum - The holders of a majority of the stock issued
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and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 2.7. Voting - When a quorum is present or represented at any
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meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall be sufficient to elect directors
or to decide any questions brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
Section 2.8. Share Voting - Each stockholder of record of the
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corporation shall be entitled at each meeting of stockholders to one vote for
each share of stock standing in his name on the books of the corporation. Upon
the demand of any stockholder, the vote for directors and the vote upon any
question before the meeting shall be by ballot.
Section 2.9. Proxy - At any meeting of the stockholders any
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stockholder may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event that any such instrument in writing shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such written instrument
upon all of the persons so designated unless the instrument shall otherwise
provide. No proxy or power of attorney to vote shall be used to vote at a
meeting of the stockholders unless it shall have been filed with the secretary
of the meeting when required by the inspectors of election. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of election
who shall be appointed by the Board of Directors, or if not so appointed, then
by the presiding officer of the meeting.
Section 2.10. Written Consent in Lieu of Meeting - Any action which may be
----------------------------------
taken by the vote of the stockholders at a meeting may be taken without a
meeting if authorized by the written consent of stockholders holding at least a
majority of the voting power. unless the provisions of the statutes or of the
Articles of Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
Exhibit 2 (2) Page 4
<PAGE>
ARTICLE THREE
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DIRECTORS
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Section 3.1. Powers - The business of the corporation shall be managed
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by its Board of Directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.
Section 3.2. Number of Directors - The number of directors which shall
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constitute the whole board shall be 1. The number of directors may from time to
time be increased or decreased to not less than one nor more than fifteen by
action of the Board of Directors. The directors shall be elected at the annual
meeting of the stockholders and except as provided in Section 2 of this Article,
each director elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 3.3. Vacancies - Vacancies in the Board of Directors including
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those caused by an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the stockholders. The
holders of a two-thirds of the outstanding shares of stock entitled to vote may
at any time peremptorily terminate the term of office of all or any of the
directors by vote at a meeting called for such purpose or by a written statement
filed with the secretary or, in his absence, with any other officer. Such
removal shall be effective immediately, even if successors are not elected
simultaneously and the vacancies on the Board of Directors resulting therefrom
shall be filled only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
Exhibit 2 (2) Page 5
<PAGE>
ARTICLE FOUR
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MEETINGS OF THE BOARD OF DIRECTORS
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Section 4.1. Place - Regular meetings of the Board of Directors shall
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be held at any place within or without the State which has been designated from
tune to time by resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings shall be held at
the registered office of the corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
Section 4.2. First Meeting - The first meeting of each newly elected
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Board of Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.
Section 4.3. Regular Meetings - Regular meetings of the Board of
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Directors may be held without call or notice at such time and at such place as
shall from time to time be fixed and determined by the Board of Directors.
Section 4.4. Special Meetings - Special Meetings of the Board of
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Directors may be called by the Chairman or the President or by any
Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the United States mail
or delivered to the telegraph company at lease forty-eight (48) hours prior to
the time of the holding of the meeting. In case such notice is delivered as
above provided, it shall be so delivered at lease twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing or
delivery as above provided shall be due, legal and personal notice to such
director.
Section 4.5. Notice - Notice of the time and place of holding an
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adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned.
Section 4.6. Waiver - The transactions of any meeting of the Board -of
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Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 4.7. Quorum - A majority of the authorized number of
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directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board of Directors, unless
a greater number be required by law or by the Articles of Incorporation. Any
action of a majority, although not at a regularly called meeting, and the record
thereof, if assented to in writing by all of the other members of the Board
shall be as valid and effective in all respects as if passed by the Board in
regular meeting.
Section 4.8. Adjournment - A quorum of the directors may adjourn any
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directors meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
Exhibit 2 (2) Page 6
<PAGE>
ARTICLE FIVE
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COMMITTEES OF DIRECTORS
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Section 5.1. Power to Designate -The Board of Directors may, by
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resolution adopted by a majority of the whole Board, designate one or more
committees of the Board of Directors, each committee to consist of one or more
of the directors of the corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board of Directors in
the management of the business and affairs of the corporation and may have power
to authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.
Section 5.2. Regular Minutes - The committees shall keep regular
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minutes of their proceedings and report the same to the Board of Directors.
Section 5.3. Written Consent - Any action required or permitted to be
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taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
ARTICLE SIX
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COMPENSATION OF DIRECTORS
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Section 6.1. Compensation - The directors may be paid their expenses
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of attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
Exhibit 2 (2) Page 7
<PAGE>
ARTICLE SEVEN
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NOTICES
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Section 7.1. Notice - Notices to directors and stockholders shall be
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in writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 7.2. Consent - Whenever all parties entitled to vote at any
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meeting, whether of directors or stockholders, consent, either by a writing on
the records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Section 7.3. Waiver of Notice - Whenever any notice whatever is
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required to be given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE EIGHT
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OFFICERS
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Section 8.1. Appointment of Officers - The officers of the corporation
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shall be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. Any person may hold two or more offices.
Section 8.2. Time of Appointment -The Board of Directors at its first
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meeting after each annual meeting of stockholders shall choose a Chairman of the
Board who shall be a director, and shall choose a President, a Secretary and a
Treasurer, none of whom need be directors.
Section 8.3. Additional Officers - The Board of Directors may appoint
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a Vice-Chairman of the Board, Vice-Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
Section 8.4. Salaries - The salaries and compensation of all officers
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of the corporation shall be fixed by the Board of Directors.
Section 8.5. Vacancies - The officers of the corporation shall hold
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office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.
Exhibit 2 (2) Page 8
<PAGE>
Section 8.6. Chairman of the Board - The Chairman of the Board shall
----------- --------- ----------- ---------
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
Section 8.7. Vice-Chairman - The Vice-Chairman shall, in the absence
------------- -------------
or disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
Section 8.8. President - The President shall be the chief executive
--------- ---------
officer of the corporation and shall have active management of the business of
the corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.
Section 8.9. Vice-President - The Vice-President shall act under the
-------------- --------------
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice-Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order of
seniority.
Section 8.10. Secretary - The Secretaryshall act under the direction
--------- ---------
of the President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.
Section 8.11. Assistant Secretaries - The Assistant Secretaries shall
--------------------- ---------------------
act under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
Section 8.12. Treasurer - The Treasurer shall act under the direction
--------- ---------
of the President. Subject to the direction of the President he shall have
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all monies and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors. He shall disburse the funds of the corporation as may be ordered
by the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
Exhibit 2 (2) Page 9
<PAGE>
Section 8.13. Surety - If required by the Board of Directors, he shall
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give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 8.14. Assistant Treasurer - The Assistant Treasurer in the
-------------------- -------------------
order of their seniority, unless otherwise determined by the President or the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer. They shall perform
such other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe.
ARTICLE NINE
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CERTIFICATES OF STOCK
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Section 9.1. Share Certificates - Every stockholder shall be entitled
------------------
to have a certificate signed by the President or a Vice-President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by him in the
corporation. If the corporation shall be authorized to issue more than once
class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of the
various classes of stock or series thereof and the qualifications, limitations
or restrictions of such rights, shall be set forth in full or summarized on the
face or back of the certificate which the corporation shall issue to represent
such stock.
Section 9.2. Transfer Agents - If a certificate is signed (a) by a
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transfer agent other than the corporation or its employees or (b) by a registrar
other than the corporation or its employees, the signatures of the officers of
the corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The seal
of the corporation, or a facsimile thereof, may, but need not be. affixed to
certificates of stock.
Section 9.3. Lost or Stolen Certificates - The Board of Directors may
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direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit o that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.
Section 9.4. Share Transfers - Upon surrender to the corporation or
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the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Exhibit 2 (2) Page 10
<PAGE>
Section 9.5. Voting Shareholder - The Board of Directors may fix in
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advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose,
as a record date for the determination of the stockholders entitled to notice of
and to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to give such consent, and in such case,
such stockholders, and only such stockholders as shall be stockholder of record
on the date so fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.
Section 9.6. Shareholders Record - The corporation shall be entitled
-------------------
to recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and 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, except as other wise provided by
the laws of Nevada.
ARTICLE TEN
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GENERAL PROVISIONS
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Section 10.1. Dividends - Dividends upon the capital stock of the
---------
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.
Section 10.2. Reserves - 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 tune, 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 for
such other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 10.3. Checks - All checks or demands for money and notes of
------
the corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 10.4. Fiscal Year - The fiscal year of the corporation shall
-----------
be fixed by resolution of the Board of Directors.
Section 10.5. Corporate Seal - The corporation may or may not have a
--------------
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the Corporation and the words "Corporate Seals" and
"Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
Exhibit 2 (2) Page 11
<PAGE>
ARTICLE ELEVEN
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INDEMNIFICATION
---------------
Every person who was or is a party or is threatened to be made a party
to or is involved in any action, Suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership. joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further Bylaws
with respect to indemnification and may amend these and such Bylaws to provide
at all times the fullest indemnification permitted by the General Corporation
Law of the State of Nevada.
Exhibit 2 (2) Page 12
<PAGE>
ARTICLE TWELVE
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AMENDMENTS
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Section 12.1. By Shareholder -The Bylaws may be amended by a
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majority vote of all the stock issued and outstanding and entitled to vote at
any annual or special meeting of the stockholders, provided notice of intention
to amend shall have been contained in the notice of the meeting.
Section 12.2. By Board of Directors - The Board of Directors by a
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majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from time
to time specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.
APPROVED AND ADOPTED this 17th day of February, 1999.
/S
James T. Howard
Secretary
Exhibit 2 (2) Page 13
<PAGE>
CERTIFICATE OF SECRETARY
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I hereby certify that I am the Secretary of WebMedicalServices.com,
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Inc. and that the foregoing Bylaws consisting of 13 pages, constitute the code
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of Bylaws of WebMedicalServices.com, Inc., as duly adopted at a regular meeting
of the Board of Directors of the corporation held on February 17, 1999.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 17th
day of February, l999.
/S
James T. Howard
Secretary
Exhibit 2 (2) Page 14
REVISED
ADVISORY AND SERVICING AGREEMENT
This Advisory and Servicing Agreement (this "Agreement") is entered into as
of October 27, 1999, by and between Burton Feinerman. having his/hers principal
place of business at 9410 W. Broadview Drive, Miami, FL 33154-1924(the "Client")
and J. Thomas Howard, LTD, a Missouri LLC, having its principal place of
business at 301 West Armour Blvd. Suite 1000, Kansas City, MO 64111 ("JTHL")
WITNESSETH:
A. The Client intends to have JTHL establish a publicly held corporation
(WEBMEDICALSERVICES.COM, Inc. established in the state of Nevada) to be traded
on the OTC Bulletin Board, more specifically described on Exhibit A attached
hereto and incorporated herein by this reference (the "Public Corporation"),
which Public Corporation will be in the business of operating on-line medical
services and owning and operating medical facilities through the United States
B. JTHL, through its management and staff, is experienced in the areas of
starting up publicly held companies to be traded on the OTC Bulletin Board, and
possesses adequate personnel and contacts to advise and perform certain other
services for the Client with regard to the organization of the Public
Corporation.
C. The Client desires to avail himself/herself of the experience, advice and
assistance of JTHL and to have JTHL undertake the duties and responsibilities
hereinafter set forth.
D. JTHL is willing to render such services for the compensation and in
accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. ENGAGEMENT: Client hereby engages JTHL and JTHL hereby agrees to render
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advisory and other services for the Client, to the best of its ability,
including, without limitation, the following:
(a) assisting and advising the Client with regard to the corporate structure
of the Public Corporation, including, without limitation, providing Articles of
Incorporation, Bylaws, organizational corporate minutes; necessary business
licenses; obtaining transfer agent, printing and distribution of stock
certificates (the "Corporate Services")
(b) assisting in obtaining appropriate audited financial statements and tax
returns, if required (the "Corporate Services"); and
(c) assisting the Client in preparing an Offering Memorandum under Section
504 of the Securities Exchange Act, together with all ancillary documentation,
including, without limitation, Form D; Form 10SB; 15c2-11 filing; SB-2 SEC Stock
Registration; obtaining a trading symbol and CUSIP number for the Public
Corporation; Blue Sky in the states of initial shareholders ("Securities
Services").
Notwithstanding the foregoing, JTHL will not be required by the Client to take
any action or perform any services for which it must be registered with or
licensed by the Securities Exchange Commission, any State Bar association or any
state's securities commission.
Exhibit 6 (1) Page 1
<PAGE>
2. TERM
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(a) SEC SUBMITTAL PERIOD
----------------------
Subject to the provisions of Section 2(c) hereof, JTHL agrees to have completed,
or cause to be completed, all forms and documentation to be submitted to the SEC
on behalf of the Public Corporation within ninety (90) days of the date hereof.
Provided further that the Client has timely provided JTHL with necessary
information to perform the services required hereunder. JTHL further agrees to
diligently respond to any comments or concerns raised by the SEC on behalf of
the Public corporation with respect to said forms and documentation, and prepare
any supplemental filings, which may be required by the SEC on behalf of the
Public Corporation.
(b) NASD SUBMITTAL PERIOD
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Subject to the provisions of Section 2 (c) hereof, within thirty (30) days after
receipt of all necessary approval from the SEC, JTHL agrees to complete, or
cause to be completed, all forms and documentation to be submitted to NASD on
behalf of the Public Corporation.
(c) Notwithstanding the foregoing, the Client acknowledges and agrees that
JTHL makes no guaranty or representation with respect to the timing of any
regulatory agency approval In addition, the Client acknowledges and agrees that
the rules and regulations of the SEC, NASD and other regulatory agencies are
subject to change, and JTHL reserves the right, in its sole discretion, to
adjust the SEC Submittal Period and/or the NASD Submittal Period accordingly.
JTHL will immediately notify the Client in writing upon a determination of an
adjustment to the SEC Submittal Period and/or NASD Submittal Period and the
reasons therefore.
3. THIRD PARTY PROFESSIONALS: The parties hereto acknowledge and agree that
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in order to provide the Corporate Services, the Financial Services and the
Securities Services, it will be necessary for JTHL to engage third party
professionals, including, without limitation, attorneys, corporation services
and accountants ("Third Party Professionals"). JTHL shall be responsible for
the payment of all Third Party Professionals and Expenses.
4. COMPENSATION:
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(a) As compensation for all services rendered by JTHL under this Agreement,
the Client shall pay JTHL a total of Fifty Five Thousand Dollars ($55,000) in
the following sums, in immediately available funds by bank wire transfer or
cashier check:
(i) Twenty Thousand Dollars ($20,000) upon signing of this
agreement: and (PAID)
(ii) Five Thousand Five Dollars ($5,000) upon completion of the 504 Reg. D
offering Memorandum, and filing of the Form D with the SEC: and (PAID)
(iii) Five Thousand Dollars ($5,000) upon contracting with the Transfer
Agent and printing and issuing stock certificates: and
(iv) Two Thousand Five Hundred Dollars ($2,500) upon submittal of financial
records to the CPA for audit: and
(v) Two Thousand Five Hundred Dollars ($2,500) upon submittal of Form 10
Registration paper work to legal counsel for review: and
(vi) Five Thousand Dollars ($5,000) upon submittal of Form 10 Registration
to the SEC: and
(vii) Five Thousand Dollars ($5,000) upon completion and filing of the
15c2-11 with the NASD and:
Exhibit 6 (1) Page 2
<PAGE>
(viii) Ten Thousand Dollars ($10,000) upon notice from NASD of effective
trading date that the stock will be publicly traded on the OTC Bulletin Board.
(b) Notwithstanding the foregoing, the Client acknowledges and agrees that
the rules and regulations of the SEC, NASD and other regulatory agencies are
subject to change, and JTHL reserves the right, in its discretion, to adjust the
Compensation set forth in Section 4 (A) in the event that any such change
requires additional responsibility, time or expense to JTHL hereunder. JTHL
will immediately notify the Client in writing upon determination of such an
adjustment and the reasons therefore.
(c) All invoices hereunder shall be due and payable upon receipt by the
Client. In the event that payment is not received by JTHL within five days (5)
after receipt by the Client of the invoice, the Client shall be in default
hereunder. Upon the occurrence of a payment default, JTHL shall have the
following remedies:
(i) JTHL may terminate this Agreement by providing written notice of said
termination to the Client. In the event that JTHL terminates this Agreement as
herein provided, JTHL shall be entitled to the following as liquidated damages;
(a) all funds previously paid to JTHL by the Client pursuant to the terms of
the Agreement; and
(b) the Client shall assign to JTHL all of his/hers right, title and
interest in and to the Public Corporation as of the date of termination of this
Agreement.
(ii) In the event that JTHL determines not to terminate this Agreement
pursuant to Section 4(c)(i) above, JTHL may continue its obligation pursuant to
the terms of this Agreement, and require the Client to place all remaining funds
due hereunder in an escrow account at an institution acceptable to JTHL, which
escrow shall be paid to JTHL according to the compensation schedule set forth
above; and
(iii) JTHL may pursue all remedies available to it at law or in equity.
5. SHARES HELD IN TRUST: All shares of stock of the Public Corporation
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issued in the name of the Client or his/hers nominee shall be held in trust by
JTHL pending payment by the Client of the compensation due JTHL here under.
5. EXPENSES: Except as otherwise expressly indicated herein, JTHL shall be
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reimbursed by the Client for all reasonable out-of-pocket expenses incurred by
JTHL in obtaining services or products from any third party during the
performance of its services hereunder ("Expenses"). The Client's obligation to
reimburse JTHL pursuant to this subparagraph shall be subject to the
presentation to Client by JTHL of an itemized account of such expenditures,
together with supporting vouchers, in accordance with Client's policies as in
effect from time to time.
6. DEFAULT: In the event that the Client shall default in the payment of
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any of the payments outlined in Paragraph 4 above, or if the Client fails to
answer the attached CLIENT ATTESTATIONS truthfully, more specifically described
on Exhibit B attached hereto and incorporated herein by this reference. JTHL,
may, but shall not be obligated to, terminate this Agreement and retain all
amounts paid to JTHL prior to said date of termination. In addition, the Client
shall assign to JTHL, or its nominees, all of the Client's right, title and
interest in the Public Corporation as of the date of termination.
Exhibit 6 (1) Page 3
<PAGE>
7. INDEPENDENT CONTRACTOR: It is expressly agreed that JTHL is acting as an
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independent contractor in performing its services hereunder. Client shall not
pay any contributions to Social Security, unemployment insurance, federal or
state withholding taxes, nor provide any other contributions or benefits, which
might be expected in an employer-employee relationship.
8. ASSIGNMENt: This Agreement is a personal one, being entered into in
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reliance upon and in consideration of the singular skill and qualifications of
JTHL. JTHL shall therefore not voluntarily or by operation of law assign or
otherwise transfer the obligations incurred on its part pursuant to the terms of
this Agreement without the prior written consent of Client. Any attempted
assignment or transfer by JTHL of its obligation without such consent shall be
wholly void.
9. MODIFICATION OF AGREEMENT: This Agreement may be modified by the parties
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hereto only by a written supplemental agreement executed by both parties.
10. NOTICE: Any notice required or permitted to be given hereunder shall be
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sufficient if in writing, and if sent by registered or certified mail, postage
prepaid, addressed as follows:
If to Client: Burton Feinerman
9410 W. Broadview
Miami, FL 33154-1924
If to JTHL: J. Thomas Howard, LTD
301 West Armour Blvd. Suite 1000
Kansas City, MO 64111
With a copy to: McDowell, Rice, Smith & Gaar
605 West 47th Street, Suite 350
Kansas City, Missouri 64112
Attention: R. Pete Smith
Or to such other address as the parties hereto may specify, in writing, from
time to time.
11. WAIVER OF BREACH: This waiver by either party of any breach of any
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provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
12. ARBITRATION: Any and all disputes and controversies arising out of, or
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in any manner relating to permanent performance of this Agreement which cannot
be settled by an agreement between the parties hereto, shall be submitted to and
settled by arbitration in the state of Missouri in accordance with the rules of
the American Arbitration Association, and judgement upon any arbitration award
may be entered in any court having jurisdiction.
13. TITLES: The titles of the Sections herein are for convenience of
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reference only and are not to be considered in construing this Agreement.
14. GOVERNING LAW: This Agreement has been executed and delivered in the
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State of Missouri and its interpretation, validity and performance shall be
construed and enforced in accordance with the laws of such State.
15. SEVERABILITY: If any provision of this Agreement or the application of
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any provision to any person or circumstances is held invalid or unenforceable,
the remainder hereof and the application of the remainder hereof to other
persons or circumstances shall remain valid and enforceable.
Exhibit 6 (1) Page 4
<PAGE>
16. INDEMNIFICATION: The parties hereto hereby remise, release and forever
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discharge the other and their respective officers, directors, agents, servants,
employees, attorneys, subsidiaries, affiliates, successors, assigns and any
firm, organization, corporation, partnership, entity or person liable by,
through, under or on behalf of them, from any and all liability, actions,
contracts, indebtedness, obligations, claims, causes of action, suits, damages,
demands, costs and expenses whatsoever, of every kind and nature, known or
unknown, disclosed or undisclosed, whether or not known or contemplated, whether
in law or in equity, arising out of any act, omission or transaction that has
happened, occurred or arisen prior to and including the date of this Agreement.
Further, the parties hereto hereby agree to indemnify and hold harmless the
other and their respective agents, employees, directors and officers from and
against any and all liability, loss, cost, damage, claim, counterclaims, actions
and causes of action and all costs and expenses related thereto (including but
not limited to attorneys' fees and court costs) that the other and/or its
agents, employees, directors and officers have now incurred or may hereafter
suffer or incur arising out of or in any way related to the execution of this
Agreement and the performance by it of its functions under this Agreement.
17. BINDING AGREEMENT: This Agreement shall be binding upon and shall inure
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to the benefit of the respective legal representatives, successors and assigns
of the parties hereto.
18. ENTIRE AGREEMENT: This Agreement contains the entire contract of the
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parties with respect to the subject matter hereof and supersedes all agreements
and understandings between the parties concerning the subject matter hereof.
19. TRANSMISSION: The transmission of this Agreement by fax, wire, telexes,
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or mail shall be deemed a legal and binding transmission.
The parties hereto have executed this Agreement as of the date first above
written.
Burton Feinerman
By: /S
Client
J. Thomas Howard, LTD.
By: /S
James T. Howard
Exhibit 6 (1) Page 5
<PAGE>
EXHIBIT A
ATTACHMENT
TO
ADVISORY AND SERVICING AGREEMENT
WEBMEDICALSERVICES.COM, Inc., of Nevada (Public Corporation) will be structured
as follows:
50,000,000 shares authorized
20,000,000 shares issued and outstanding
Breakdown as follows:
* 18,000,000 shares to Client or his/hers assignees
1,000,000 shares to be divided amongst 30-35 shareholders
1,000,000 shares to JTHL or its assignees; 24 month non-dilutable 5%
(five) position to be maintained
If any additional shares are to be issued for any reason whatsoever during the
first 24 months beginning upon the date of this Service Agreement, JTHL will be
issued additional shares to constitute a 5% (five) ownership of the Client. The
Client agrees to issue an irrevocable Corporate Resolution to attest to the
above clause.
SERVICES RENDERED:
A. Nevada corporation, with presence of business in Nevada
B. Nevada and city of Reno business licenses
C. Good standing certificate from the state of Nevada
D. Articles of Incorporation, by-laws and minutes
E. Seal of the Corporation
F. Certified shareholder list
G. 90% controlling block of stock in the names of the Client or his/hers
assignees
H. Federal and state tax returns, if required
I. Form ID filed with the SEC
J. Electronic SEC filings for the Corporation, through EDGAR
K. EDGAR Central Index Key (CIK) provided
L. EDGAR CIK Confirmation Code (CCC) provided
M. EDGAR Password (PW) provided
N. EDGAR Password Modification Authorization Code (PMAC) provided
O. Form 10SB registration prepared and filed with the SEC
P. SB-2 SEC Registration for $4,000,000 dollars in free trading share at
$1.00 per Share
Q. Form D filed with the SEC
R. 15c 2-11 filed by corporate Broker/Dealer with the NASD
S. 504 Reg. D Offering Memorandum, with legal opinion from legal counsel
attesting to the condition and validity of the Client and offering
T. Transfer Agent selected, and shares printed
U. Legal counsel opinion letter to Transfer Agent covering states that the
Client can issue stock in
V. CUSIP #
W. Trading symbol
X. Audited financial statements
Y. Financial statements filed with Standard & Poor (secondary market blue
sky in over 35 states)
Z. Primary market Blue Sky filing in states of first shareholders
AA. All legal work to accomplish this goal
BB. Consulting services provided for 60 days at no additional charge to
assist in the understanding of the public arena
Exhibit 6 (1) Page 6
<PAGE>
*THE 90% CONTROLLING (18,000,000 SHARES) BLOCK OF STOCK ISSUED TO THE CLIENT OR
HIS/HERS ASSIGNEES WILL BE LEGENDED BY THE TRANSFER AGENT AND HELD IN TRUST BY J
THOMAS HOWARD LTD UNTIL J THOMAS HOWARD LTD IS PAID IN FULL. J THOMAS HOWARD
LTD SHALL HAVE ALL VOTING RIGHTS OF THESE SHARES UNTIL J THOMAS HOWARD IS PAID
IN FULL. THE CLIENT AGREES THAT HE/SHE OR HIS/HERS ASSIGNEES CANNOT AND WILL
NOT ISSUE ANY ADDITIONAL SHARES UNTIL J. THOMAS HOWARD LTD HAS BEEN PAID FULL.
J. Thomas Howard LTD
/S
James T. Howard
Client.
/S
Burton Feinerman
Exhibit 6 (1) Page 7
<PAGE>
EXHIBIT B
CLIENT ATTESTATIONS
ATTACHMENT
TO
ADVISTORY AND SERVICING AGREEMENT
Please answer the following questions in full: (use a separate sheet of paper
for explanations, if necessary)
1) Have you been convicted, within the past ten years, of any misdemeanor
involving a security or any aspect of the securities business or any felony? NO
2) Have you been permanently or temporarily enjoined by any court of
competent jurisdiction from engaging in or continuing any conduct or practice
involving any aspect of the securities business? NO
3) Are you the subject of an order of the commissioner denying, suspending,
or revoking registration? NO
4) Are you the subject of an adjudication or determination, after notice and
opportunity for hearing, within the past ten years by a securities or
commodities agency or administrator of another state or a court of competent
jurisdiction that the person has willfully violated the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the
Investment Client Act of 1940 or the Commodity Exchange Act, or the securities
or commodities law of any other state NO
5) Have you engaged in dishonest or unethical practices in the securities
business? NO
6) Have you been denied the right to do business in the securities industry,
or any respective authority to do business in the securities industry has been
revoked any other state, federal or foreign governmental agency or
self-regulatory organization for a cause, or is the subject of a final order in
a criminal action for securities or fraud related violations of the law of any
state, federal, or foreign governmental unit, or within the last ten years have
you been the subject of a final order in a civil, injunctive or administrative
action for securities or fraud related violations of the law of any state,
federal or foreign governmental unit.? NO
7) Is/Are there any bankruptcy petition(s) filed by or against any business
of which you were a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time? NO
8) Do you have any conviction(s) in a criminal proceeding or are you being
subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses)? NO
9) Are you subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
your involvement in any type of business, securities, or banking activities? NO
10) Have you or are you being found by a court of competent jurisdiction (in
a civil action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgement has not been reversed, suspended, or vacated? NO
Exhibit 6 (1) Page 8
<PAGE>
By signing and answering this document, I hereby attest to the validity and
truthfulness of my answers. I understand the SEC has regulations and rules
regarding the involvement of certain legal proceedings of any director, person
nominated to become a director, executive officer, promoter, or control person
of the small business issuer, and I acknowledge that the answers or he omission
of answers given on this form can and may cause the SEC to deny registration on
the basis of the information they may find through public and private records.
If the SEC denies registration based on previous or current legal involvement or
any other detrimental information regarding my background, I hereby release J
Thomas Howard, LTD., of its contract dated October 27, 1999, and I will be in
default of the contract, as specified in Paragraph 7 (Default) of the contract.
This will allow J. Thomas Howard, LTD., to retain and keep any and all money
paid to J. Thomas Howard, LTD to date. I will also resign and sign over the
Corporation formed by J. Thomas Howard, LTD to J. Thomas Howard, LTD or its
assignee(s).
Dated this 27th day of October, 1999.
/S Burton Feinerman
Signature
___Dr. Burton Feinerman____________________________________
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Please Print Name
___9410 Broadview___________________________________________
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Please Print Address
___Miami, FL 33154_________________________________________
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Please Print City, State, Zip
Exhibit 6 (1) Page 9
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