SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 14, 2003
HEALTHeUNIVERSE, INC.
(Exact name of registrant as specified in its charter)
REXADON CORPORATION
(Former name)
Delaware
(State or other jurisdiction of incorporation)
0-27009 33-0619520
(Commission File Number) (IRS Employer Identification No.)
1171 West San Bernardino Road, Suite F, Covina California 91722
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (626) 967-4660
CIK Number 0001092789
Item 1. Change in Control of Registrant.
Item 2. Acquisition or Disposition of Assets.
On February 14, 2003, Rexadon Corporation (the "Registrant")
acquired HealtheUniverse, Inc., a California corporation ("HealtheUniverse")
pursuant to an Agreement and Plan of Reorganization (the "Agreement"), dated
February 14, 2003.
The Registrant acquired all of the outstanding shares of Common
Stock of HealtheUniverse, in exchange for 7,000,000 shares of the Registrant's
Common Stock (all numbers give effect to a 3 for one forward stock split). As a
result, there are 10,000,000 shares outstanding.
Pursuant to the Agreement, the officer and director of the
Registrant resigned and was replaced by the officers and directors set forth in
the table below. The name of the Registrant was changed to HealtheUniverse, Inc.
The names of the current directors and executive officers of the
Registrant and holders of more than 5% of the outstanding shares of common stock
and the number of shares held and the percentage of the total issued and
outstanding Common Stock (the only voting security) of the Registrant owned by
each of them are as follows. Unless otherwise noted below, HealtheUniverse
believes that all persons named in the table have sole voting and investment
power with respect to all shares of common stock beneficially owned by them. For
purposes hereof, a person is deemed to be the beneficial owner of securities
that can be acquired by such person within 60 days from the date hereof upon the
exercise of warrants or options or the conversion of convertible securities.
Each beneficial owner's percentage ownership is determined by assuming that any
warrants, options or convertible securities that are held by such person (but
not those held by any other person) and which are exercisable within 60 days
from the date hereof, have been exercised.
Percentage
Name and Address Common Stock Percentage
Vipul R. Dev(1) 2,600,000 26% 26%
CEO
Thomas Raack(1) 2,600,000 26% 26%
COO
Sandip Shah(1) (2) 2,600,000 26% 26%
CFO
Kiran Shah(1)(2) 2.600,000 26% 26%
-
Jehu Hand(3) 2,400,000 24% 13%
24351 Pasto Road, Suite B
Dana Point, California 92629
All officers and directors
2
as a group (3 persons) 10,200,000 78% 78%
(1) The address of this person is c/o the Company. (2) Sandip and Kiran are
husband and wife but each holds 1,300,000 as sole and separate property and they
disclaim beneficial interest in the shares held by the other. (3)Includes
2,400,000 shares held by a family limited partnership which Mr. Hand controls.
3
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a)(b) The required financial statements are filed herewith. No
pro forma financial information is included because the results of operations
and balance sheet of Registrant prior to the acquisition, as a blank check
company, are not relevant to the future financial statements of the Registrant.
(c) Exhibits
2. Plan of acquisition, reorganization, arrange-
ment, liquidation or succession.
2.1. Agreement and Plan of Reorganization
dated February 14, 2003 between the
Registrant and HealtheUniverse, Inc.
3. Certificate of Incorporation and Bylaws
3.3 Amendment to Certificate of Incorpora-
tion.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: February 14, 2003 HEALTHeUNIVERSE, INC.
By: /s/ Vipul Dev
Vipul Dev
CEO
5
HEALTHeUNIVERSE, INC.
(A Development Stage Company)
Index
Page
Independent Auditors' Report F-2
Consolidated Balance Sheet F-3
Consolidated Statement of Operations F-4
Consolidated Statement of Stockholders' Equity F-5
Consolidated Statement of Income F-6
Notes to Consolidated Financial Statements F-7
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
HEALTHeUNIVERSE, Inc.
We have audited the accompanying consolidated balance sheet of HEALTHeUNIVERSE,
Inc. (a development stage company) as of December 31, 2002, and the related
consolidated statements of operations, stockholders' equity (deficit) and income
for the years ended December 31, 2002 and 2001. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of HEALTHeUNIVERSE,
Inc., (a development stage company) as of December 31, 2002 and the results of
their operations and their income for the years ended December 31, 2002 and 2001
are in conformity with accounting principles generally accepted in the United
States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.
AARON P. SHARMA & ASSOCIATES, INC.
Covina, CA
January 21, 2003
HEALTHeUNIVERSE INC.
(A Development Stage Company)
Balance Sheet
December 31, 2002
Assets
Current Assets:
Cash $2,280
Inventory 14,000
Stock Sales 5,000
Stock Sales 5,000
TOTAL CURRENT ASSETS 26,280
Fixed Assets:
Equipment, less accumulated depreciation of $217 212
Organization Costs less accumulated amortization of $614 1,401
TOTAL FIXED ASSETS 1,642
TOTAL ASSETS $27,922
Liabilities and Stockholders' Deficit
Current Liabilities:
Loan from Officer $27,403
TOTAL LIABILITIES $27,403
Stockholders' deficit:
Common stock; $.05 value; 500,000 shares
Authorized; 300,000 shares issued and
outstanding 15,000
Retained Earnings 7,756
Deficit accumulated during the
development stage (14,292)
Paid in Capital 519
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT $27,922
HEALTHeUNIVERSE INC.
(A Development Stage Company)
Consolidated Statement of Operations
December 2002 - 2001
Cumulative
Years Ended December 31, Amounts Since
2002 2001Inception
Revenue $ 3,577 $ 7,979 $ 11,556
Costs and expenses
Cost Of Sales 6,388 8,997 15,385
Operating Expense 3,913 6,550 10,463
Loss before income taxes: $ (6,724) $ (7,756) $ (14,292)
Income tax benefit: - - -
Net loss: $ (6,724) $ (7,756) $ (14,292)
Loss per share - basic and diluted: $ (.03) $ (.07)
Weighted average common shares :
basic and diluted 300,000 100,000
HEALTHeUNIVERSE
(A Development Stage Company)
Consolidated Statement of Stockholders (Deficit) Equity
May 31, 2001 (Date of Inception) Through December 31, 2002
Deficit
Accumu-
Additional lated During
Preferred Stock Common Stock Paid in Developmental
Capital Stage
Shares Amount Shares Amount Total
Balance, May 31, 2001 - $ - $- $ - $ - $ -
Shares issued for cash
($.05 per share) 100,000 5,000 5,000
Net loss (7,756) (7,756)
Balance, December 31, 2001 100,000 5,000 (7,756) (7,756)
Shares issued for cash
($.05 per share) 200,000 10,000 10,000
Net loss (6,724) (6,724)
Balance, December 31, 2002 300,000 15,000 (6,724) (6,724)
HEALTHeUNIVERSE, INC.
(A Development Stage Company)
Notes to Financials
Years Ended December 31, 2002 and 2001
1. Summary of Organization
Organization
The Company was organized under the laws of the state of California on
May 31, 2001 (date of inception). The Company has not commenced planned
principal operations and purposes to provides consulting services in the
health care industry. Further, the Company is considered a development
stage company as defined in SFAS No. 7. Its principal activities since
inception have consisted of the offer and sale of common stock and the
purchase and sale of commercial items, financed by the founding
officers.. The Company intends to engage in healthcare consulting
business. The Company has, at the present time, not paid any dividends
and any dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
Cash and Cash Equivalents
Cash equivalents are generally comprised of certain highly liquid
investments with maturities of less than three months.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. Going Concern
The accompanying consolidated financial statements have been prepared on
a going-concern basis, which contemplates profitable operations and the
satisfaction of liabilities in the normal course of business. There are
uncertainties that raise substantial doubt about the ability of the
Company to continue as a going concern. As shown in the consolidated
statement of operations, the Company has had no revenues, and reported
net losses in all periods since inception.
The Company intends to fund start-up costs during the next twelve months
with capital contributions from related parties and proceeds from the
sale of equity securities, however, such related parties are not
obligated under any agreement to contribute such funds, and there is no
guarantee that the Company will be successful in raising equity capital
through its offering of common stock.
The Company's ability to continue as a going concern is dependent upon
management's ability to secure additional debt or equity financing. There
is also no guarantee that, if successful, such financing will be
sufficient to fund necessary start up costs and sustain
operations upon commencement of such operations. The consolidated
financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
3. Income Taxes
The Company has net operating loss carry-forwards of approximately $14,292
which begins to expire in the year 2010. The amount of net operating loss
carry-forward that can be used in any one year will be limited by
significant changes. No tax benefit has been reported in the financial
statements, because the Company believes it is more likely than not that
the deferred tax asset will not be realized. The tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same amount.
4. Related Party
At December 31, 2002, the Company owed the Company's Chief Financial
Officer $21,366. The advance is unsecured, non-interest bearing and has no
specific repayment terms.
5. Recent Amendments
In July 2001, Statement of Financial Accounting Standards (SFAS) No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets" were issued. SFAS 142 addresses financial accounting and reporting
for acquired goodwill and other intangible assets. It requires, among other
things, that companies no longer amortize goodwill, but instead test
goodwill for impairment at least annually. SFAS 142 is required to be
applied for fiscal years beginning after December 15, 2001. The Company
will assess how the adoption of SFAS 141 will effect the recording of any
future acquisitions.
The Financial Accounting Standards Board (FASB) recently issued FASB
Statement No. 143, Accounting for Asset Retirement Obligations. This
Statement addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. This Statement applies to all entities.
It applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction,
development and (or) the normal operation of a long-lived asset, except for
certain obligations of leases. This Statement amends SFAS 19. The effective
date for this Statement is June 15, 2002. Management does not believe the
adoption of Statement 143 will have a material effect on its financial
statements.
The Financial Accounting Standards Board (FASB) recently issued FASB No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. The
new guidance resolves significant implementation issues related to FASB
Statement No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of. Statement 144 is effective for
fiscal years beginning after December 15, 2001. Management does not believe
the adoption of Statement 144 will have a material effect on its financial
statement.