As filed with the Securities and Exchange Commission on May 14, 2003
Registration No. 333-103343
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM SB-2/A
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEALTHEUNIVERSE, INC.
(Name of small business issuer as specified in its charter)
Delaware 8090 33-0619520
(State or Jurisdiction of Primary SIC Code (IRS Employer
incorporation or organization) Identification No.)
1171 West San Bernardino Road, Suite F Vipul Dev, CEO
Covina, California 91722 1171 West San Bernardino Road, Suite F
(626) 967-4660 Covina, CA 91722
(626) 967-4660
(Address, including zip code, and telephone number, including area code
of Registrant's principal executive offices) (Name, address, including zip code,
and telephone number, including
area code, of agent for service
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this registration
statement.
If the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box:[ ]
CALCULATION OF REGISTRATION FEE
-
-
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to be Registered Be Registered Per Share(1) Offering Price Registration Fee
Common Stock offered by
Selling Shareholders................. 3,000,000 $ .01 $ 30,000 $ 100.00
Total.................................. 3,000,000 $ 30,000 $ 100.00 (2)
(1) Estimated solely for purposes of calculating the registration fee.
The proposed maximum offering price per share is based upon the
expected public offering price of $.01 per share pursuant to Rule
457(a). The common stock is not traded on any market and the
Registrant makes no representation hereby as to the price at which
its common stock shall trade.
(2) Filing fee paid with initial filing.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
PROSPECTUS
HEALTHEUNIVERSE, INC.
3,000,000 Shares of Common Stock
The 3,000,000 shares of common stock of HealtheUniverse, Inc., a
Delaware corporation
("HealtheUniverse") are offered by the selling stockholders. The expenses of the
offering, estimated at $8,000, will be paid by HealtheUniverse. HealtheUniverse
will not receive any proceeds from the sale of shares by the selling
stockholders. There is currently no trading market for the common stock. Certain
of the selling stockholders which were promoters or affiliates of
HealtheUniverse are deemed underwritters.
The "penny stock" rules limit trading of securities not traded on
NASDAQ or a recognized stock exchange, or securities which do not trade at a
price of $5.00 or higher, in that brokers making trades in those securities must
make a special suitability determination for purchasers of the security, and
obtain the purchaser's written consent prior to purchase. If our common stock is
not listed on NASDAQ or a recognized stock exchange or its trading price is not
$5.00 or more these rules may cause many potential purchasers to reconsider
their intended purchase of our common stock. The application of these rules may
make it difficult for purchasers in this offering to resell their shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
Purchase of these securities involves risks. See "Risk Factors" on page 3.
Initial Offering Price(1) Sales Commissions Total to Selling Stockholders
Per share $.01 (2) $.01
Total $30,000 (2) $30,000
(1) The shares will be offered at the Initial Offering Price until
such time, if any, that the common stock is trading or listed
on a public market, at which time the common stock will be
offered at market prices. The Initial Offering Price of $.01
was determined by negotiations between HealtheUniverse, Inc.
and Jehu Hand, the principal selling stockholder.
(2) HealtheUniverse will not receive any proceeds from this
offering. No person has agreed to underwrite or take down any
of the securities. For sales on any trading market, sales
commissions will be limited to those paid in similar market
transactions. For private sale transactions, no sales
commission can be paid. There is no minimum amount of
securities which may be sold.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
The date of this prospectus is May __,
2003.
PROSPECTUS SUMMARY
The following is intended to be a summary of the most important aspects of
our business.
HealtheUniverse
HealtheUniverse, Inc. is a healthcare consulting firm with services in
performance enhancement, turnaround management, merger, acquisition,
consolidation and integration services for healthcare institutions.
Healtheuniverse clients will include medical related businesses, hospital
systems, academic medical centers, freestanding hospitals and physician groups.
We have consulting contracts with two companies we contracted with in March
2003. Before March 2003 we had no revenues. We are a development stage company
and as of December 31, 2002 we had cumulative losses and an accumulated deficit
of $14,292. We operate in a highly competitive market with low barriers to
entry. Our management is devoting most of their time to other employment and is
working without compensation until we have sufficient revenues or we can raise
equity capital.
Our address is 1171 West San Bernardino Road, Suite F, Covina, California
91722 and our telephone number is (626) 967-4660.
The Offering
The offering is being made by the selling stockholders, who are offering
all of the shares owned by them.
Securities Offered:..................... 3,000,000 shares of common stock.
Initial Offering Price.................. $.01 per share.
Offering Period:........................ Until [12 months from effective date]
Risk Factors............................ The securities offered hereby involve a high degree of risk
and immediate substantial dilution and should not be purchased
by investors who cannot afford the loss of their entire
investment.
Common Stock Outstanding(1) Before Offering:..... 10,000,000(1) shares
Common Stock Outstanding After Offering:......... 10,000,000(1) shares
(1) Based on shares outstanding as of February 28, 2003.
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Risk Factors
The securities offered hereby are highly speculative and very risky.
Before you buy consider the following risk factors and the rest of this
prospectus.
RISK FACTORS
The shares are a speculative investment and very risky. You should
especially consider the following risk factors.
We are still in the research and development stage and may never have revenues.
HealtheUniverse's activities have been limited to development of its
business plan. We have not received any revenues or income related to our
consulting business since inception. We have only two consulting contracts as of
March 31, 2003. Our cumulative losses since inception are $14,292. There can be
no assurance that HealtheUniverse will be able to market its services, achieve a
significant level of sales or attain profitability. HealtheUniverse is in need
of approximately $300,000 in funding to carry out its business plan for the next
12 months for marketing costs and general and administrative expenses. The terms
of any offering to raise this capital infusion have not been determined. As a
result of the significant operating expenses related to start up operations,
operating results will be adversely affected if significant sales do not
materialize, whether due to competition or otherwise. There can be no assurance
that HealtheUniverse will be able to obtain required funding, nor that it will
be able to grow in the future or attain profitability. There can be no assurance
that HealtheUniverse will be able to implement its business plan in accordance
with its internal forecasts or to a level that meets the expectations of
investors.
If any member of management leaves the company our business would be severally
affected.
The nature of the consulting business is that it is entirely dependent
on the talents and personal contacts of its employees, being Vipul R. Dev, CEO,
Thomas Raack, COO and Sandip Shah CFO and CIO. We have no employees other than
our officers and we have no employment agreements with them.
Penny stock rules could make it hard to resell your shares.
HealtheUniverse's common stock does not meet the listing requirements
for any trading market other than the OTC Bulletin Board, a quotation medium for
subscribing members. The OTC Bulletin Board may not accept the application of
any market maker to intiate quotations in our common stock. Consequently, the
liquidity of HealtheUniverse's securities could be impaired, not only in the
number of securities which could be bought and sold, but also through delays in
the timing of transactions, reduction in security analysts' and the news media's
coverage of HealtheUniverse, and lower prices for HealtheUniverse's securities
than might otherwise be attained.
In addition, the "penny stock" rules limit trading of securities not
traded on NASDAQ or a recognized stock exchange, or securities which do not
trade at a price of $5.00 or higher, in that brokers making trades in those
securities must make a special suitability determination for purchasers of the
security, and obtain the purchaser's written consent prior to purchase. If our
common stock is not listed on NASDAQ or a recognized stock exchange or its
trading price is not $5.00 or more these rules may cause many potential
purchasers to reconsider their intended purchase of our common stock. The
application of these rules may make it difficult for purchasers in this offering
to resell their shares.
4
ADDITIONAL INFORMATION
HealtheUniverse has filed a registration statement under the Securities
Act with respect to the securities offered hereby with the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. This prospectus, which is a part of the
registration statement, does not contain all of the information contained in the
registration statement and the exhibits and schedules thereto, certain items of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to HealtheUniverse and the
securities offered, reference is made to the registration statement, including
all exhibits and schedules thereto, which may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates during regular
business hours. Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or document filed as an
exhibit to the registration statement, each such statement being qualified in
its entirety by such reference. HealtheUniverse will provide, without charge
upon oral or written request of any person, a copy of any information
incorporated by reference herein. This request should be directed to
HealtheUniverse at 1171 West San Bernardino Road, Suite F, Covina, California
91722, telephone (626) 967-4660.
HealtheUniverse is required to file reports and other information with
the Commission. All of such reports and other information may be inspected and
copied at the Commission's public reference facilities described above. The
public may obtain information on the operation of the public reference room in
Washington ,D.C. by calling the Commission at 1-800-SEC-0330. The Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission. The address of such site is http://www.sec.gov. In addition,
HealtheUniverse intends to make available to its shareholders annual reports,
including audited financial statements and such other reports as HealtheUniverse
may determine.
DIVIDEND POLICY
HealtheUniverse has not paid any dividends on its common stock.
HealtheUniverse currently intends to retain any earnings for use in its
business, and therefore does not anticipate paying cash dividends in the
foreseeable future.
MARKET PRICE OF COMMON STOCK
Our common stock has never been traded. As of December 31, 2002, there
were approximately 120 record holders of common stock.
There are no warrants or options outstanding and no registration rights
have been granted. At the present time 3,000,000 shares are outstanding, all of
which have been registered for resale via this prospectus. HealtheUniverse
understands it is the position of the SEC's Office of Small Business that the
outstanding shares of a company originally organized as a blank check company
are not entitled to rely upon the safe harbor provisions of Rule 144 in making
any resales of securities. Although management does not believe that
HealtheUniverse is a blank check company, we have registered all of these shares
for sale and will not rely on Rule 144 in the sales registered in this
prospectus.
PLAN OF OPERATION
We have never received revenues from operations. Until we receive
funding from outside sources, such as debt or equity financing, we are seeking
$300,000 in initial funding to finance the first 12 months of our business plan
as follows:
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Marketing $100,000
General and Administration $200,000
Marketing expenses will be comprised of printing of marketing materials
and payment of 2 persons to make initial contact with potential customers. We
expect to purchase databases of health care providers. However, we do not
anticipate marketing through direct mail or tele-marketing. We believe that the
selection of the 2 marketing assistants is very important as the position
requires sales ability with some technical background.
General and administrative costs includes salaries estimated at an
aggregate of $12,000 per month for 12 months, lease expense, telephone and
travel expense. Until the desired-for funding is received, we will work on
obtaining consulting agreements. Pending funding management will defer payment
of salaries and will fund business expenses from their own personal resources.
The out of pocket costs pending funding are estimated at $5,000 per month.
We do not have any agreements or understandings with respect to sources
of capital. We have not identified any potential sources. It's likely that we
will not be able to raise the entire amount required initially, in which case
our development time will be extended until such full amount can be obtained.
Even if we are successful in obtaining the required funding, we probably will
need to raise additional funds at the end of 12 months.
Information included in this prospectus includes forward looking
statements, which can be identified by the use of forward-looking terminology
such as may, will, expect, anticipate, believe, estimate, or continue, or the
negative thereof or other variations thereon or comparable terminology. The
statements in "Risk Factors" and other statements and disclaimers in this
prospectus constitute cautionary statements identifying important factors,
including risks and uncertainties, relating to the forward-looking statements
that could cause actual results to differ materially from those reflected in the
forward-looking statements.
Since we have not yet generated any revenues, we are a development
stage company as that term is defined in paragraphs 8 and 9 of SFAS No. 7. Our
activities to date have been limited to seeking capital; seeking supply
contracts and development of a business plan. Our auditors have included an
explanatory paragraph in their report on our financial statements, relating to
the uncertainty of our business as a going concern, due to our lack of operating
history or current revenues, its nature as a start up business, management's
limited experience and limited funds. We do not believe that conventional
financing, such as bank loans, is available to us due to these factors. We have
no bank line of credit available to us. Management believes that it will be able
to raise the required funds for operations from one or more future offerings,
and to be able to effect our business plan.
BUSINESS
General
On February 14, 2003, HealtheUniverse, Inc. formerly known as Rexadon
Corporation, a publicly reporting Delaware corporation formed in April 1994
solely to seek for and make an acquisition, entered into an acquisition
agreement whereby it acquired all of the Common Stock of HealtheUniverse, Inc.,
a California corporation. The acquisition was effected as a tax free share
exchange, with the shareholders of HealtheUniverse, Inc. (California) receiving
7,000,000 new shares of common stock and the existing shareholders of the
Delaware parent retaining all of their 3,000,000 shares of common stock. The
stockholders of HealtheUniverse, Inc. (California) believed that the acquisition
would enable their company to benefit from being part of a reporting company,
that the combined entity would likely be able to become publicly trading, and
that it would be better able to attract debt or equity financing for its
business. No promoter or any other person was paid or compensated in connection
with the acquisition. The California corporation is a wholly-owned subsidiary
and all operations are conducted out of the California subsidiary. The Delaware
corporation subsequently
6
changed its name from Rexadon Corporation to HealtheUniverse, Inc. Unless we
state otherwise, all references to HealtheUniverse refer to the combined entity.
HealtheUniverse, Inc. is a healthcare consulting firm with services in
performance enhancement, turnaround management, merger, acquisition,
consolidation and integration services for healthcare institutions.
Healtheuniverse clients will include medical related businesses, hospital
systems, academic medical centers, freestanding hospitals and physician groups.
We think that all of our services are applicable to each of these
industry sectors. Almost every business enterprise can benefit from outside
consulting at some stage in their existence. As with any consulting firm, we
must utilize personal contracts and referrals to fund clients, or via
advertising make our services known to prospective clients so that when a
perceived need arises the potential client will contact us after the initial
contact, an evaluation is made as to the client needs. Every business situation
is unique, and all require careful analysis to devise a plan for each client.
Because of out status as a start up firm we believe we will have more
success targeting smaller and medium sized enterprises where we think there is
less competition for providing consulting services. Also, the larger the
enterprise the more complex the problems and we currently lack staffing to
adequately perform the detailed anaylsis required by complex operational
problems.
Through the year ended December 31, 2002 we have had minimal sales
($3,700), none of which was related to our current business. Our initial focus
has been on developing our business plan. Management's expertise lies
principally in the areas of financial management, the application of computer
technology to improve operating effectiveness and the development of new
business for existing medial providers.
We expect to locate clients by personal referrals, from our website
Healtheuniverse.com, launched in November 2003 and by targeting direct mail or
personal contact with medical healthcare providers. As of March 31, 2003 all of
our contracts (two at this time) have been obtained by personal referrals. Our
strategic plan is to market primarily to smaller providers in the nutraceuticals
industry. Nutraceuticals consist of vitamins, herbal and other natural (not
man-made) ingredients. We believe this is a rapidly growing industry. We believe
we can offer manufacturing and marketing companies in the nutraceutical industry
additional assistance such as in systems management, inventory control, supply
sourcing and distribution.
In our computer technology division, we plan to target the smaller
providers in the health care industries, such as community hospitals,
diagnostics centers, industrial laboratories, and larger medical groups. We
believe that these smaller providers lack the internal resources to keep abreast
of technology (outside their medical specialities). We believe that we can also
assist strategic alliances between health care providers.
Medical Care Trends
Ten thousand Americans turn 50 each day. The baby boomer generation has
created and transformed consumer markets at every stage of life. Healtheuniverse
believes that, as the baby boomer generation ages, it will continue to transform
the markets for products and services related to healthy living and aging. As
the baby boomer population ages and life expectancies and discretionary income
rises, more emphasis is being placed on the quality of a person's health and
wellness. People want to live well as they live longer. This trend is magnified
by the fact that baby boomers are accumulating increased wealth. Americans over
50 already control over 77% of all financial assets. In addition, baby boomers
are living longer and establishing elevated expectations for vitality and
productivity in their maturity. Baby Boomers are expected to live five to ten
years beyond the current average life expectancy. (Sources for this paragraph:
Decision Resources, Inc. "Over the Counter Nutriceutical Supplements: US Market
Trends and Key Players" 1999, at bcfn2.com/images/overthecounter.pdf; American
Academy of Anti-Aging Medicine, at www.worldhealth.net.index.plp?=369,1130,2.
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In addition to demographics, societal trends toward healthy living,
anti-aging and improved health care continue to alter demand for products and
services. Consumers are spending increased amounts of time and money focused on
preventive healthcare. Consumers are increasingly proactive in monitoring their
health and fitness in an attempt to avoid or delay illness. Seventy-six percent
of Americans get some form of exercise. There are over 15,000 health clubs in
the U.S., an increase of 19% from five years ago.
Quality and safety standards, as well as scientifically supported
health benefits, are a third force driving the growth of products and services
in the nutriceuticals markets. The introduction of government sanctioned
certification for the food and vitamin, mineral and supplement markets, in
addition to improved quality and modernization, has increased consumer awareness
and trust in these products and services. Because of new scientific evidence
that supports their efficacy, and because of positive media attention,
nutritional supplements are moving from the status of alternative medicine to
that of legitimate health remedies. Other factors such as aging U.S. population,
increased consumer awareness, and wider distribution and penetration of products
have created and we believe will continue to create market opportunities within
this sector. Independent studies of HMOs and their allocation of health care
dollars indicate that successfully preventing a disease cost one-thirteenth as
much as successfully treating the same disease. One major HMO recently
distributed the first nutritional supplement mail-order catalog to its members
to promote the use of supplements as part of an everyday health maintenance
program.
Employees; Facilities
We have no employees other than our officers. We are currently leasing
1500 square feet of office space under a lease that expires 2004. We think our
existing office space will be adequate for the next year. Upon receipt of
funding we plan to hire two persons in marketing and one in administration. None
of our employees are full time as of March 31, 2003, and will not work full time
until we receive funding as described in "Plan of Operation."
Competition
The number of companies offering business consulting services is
innumerable but, we believe, relatively few specialize in the healthcare market
and fewer in nutriceutical. We are a start up business and therefore all of our
competitors known to us are larger and more experienced. Since this latter
marketplace has grown significantly in recent years, we believe that there are
fewer companies specializing in providing consulting services to this industry.
Our ability to successfully compete with the current medical and healthcare
consulting firms and other companies will depend on a number of factors. These
factors include availability of marketing capital, market acceptance of our
methods, and future direction of some of the established consulting firms to
provide services that we offer. We believe that we currently have a competitive
position that contains elements of other current healthcare consulting
offerings, but also have unique elements that are not found in other companies.
These elements include; a focus on innovative methods, the ability to provide
revenue generating and enhancing services, technology platforms that span the
entire continuum of care, and a business model that brings healthcare providers
and consumers together.
Legal Proceedings.
HealtheUniverse is not a party to any pending legal proceeding.
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MANAGEMENT
Directors and Executive Officers
The members of the Board of Directors of HealtheUniverse serve until
the next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors. The
following are the directors and executive officers of HealtheUniverse.
Vipul R. Dev, M.D. 34 Chief Executive Officer and Director
Thomas Raack 32 Chief Operating Officer, Secretary and Director
Sandip Shah 29 Chief Financial and Investment Officer and Director
Dr. Vipul Dev has been Chief Executive Officer and a Director since
inception of HealtheUniverse in May 2001. He has been a Clinical Fellow,
Department of Plastic and Reconstructive Surgery, University of Texas since July
2002. Dr. Dev fulfilled his surgical residency at the University of California,
San Diego, and at Kern Medical Center in Bakersfield, California from 1997 to
2002. He completed his graduate medical education at the Ross University Medical
School in 1996. Dr. Dev graduated from the University of Pennsylvania and also
studied at Oxford University. He is fully licensed in the State of California
and Texas. Dr. Dev has authored several publications in the field of surgery and
the application of computers in medicine. He is currently pursuing research
applications and the utilization of artificial intelligence in the realm of
plastic, reconstructive and cosmetic surgery. Dr. Dev has consulted for numerous
technologies and Internet based health care websites. He also has extensive
experience with start-up companies where he has guided them from initial
formation to eventual public offering. He maintains many high level medical
contacts and has developed a tremendous network in both the medical and business
field.
Thomas Raack has been Chief Operating Officer, Secretary and a Director
since inception of HealtheUniverse in May 2001. He has been Managing Partner of
Alliance Capital Resources, Inc. since 1998, where he provided financial,
executive and strategic management advice to a diverse group of private and
publicly-held companies specializing in technology development, medical product
distribution, biotechnology, Internet and e-commerce. Alliance Capital is also
engaged in business consulting in connection with structuring and completing
reverse mergers, acquisitions, debt and equity financing, reorganizations, as
well as designing and implementing financial communications and investor
relations campaigns. From 1997 to 1998, Mr. Raack was Director of Investor
Relations at Strategic Capital Consultants, Inc. a Los Angeles based corporate
finance and financial consulting firm. While at Strategic, Mr. Raack consulted
for a NASDAQ listed company handling domestic mergers and acquisitions, venture
capital transactions, public offerings and other financings, joint ventures,
strategic alliances and distribution agreements. Mr. Raack received a B.A. in
Communications from California State University, Long Beach and is affiliated
with N.I.B.A. National Investment Banking Association, a national association of
regional and national broker dealers and investing banking firms.
Mr. Sandip Shah has been Chief Investment and Financial Officer of
HealtheUniverse since its inception in May 2001. He has been President of Shah &
Associates since 2002. Clients of Mr. Shah have included various public and
private companies including technology, communications, and medical companies
such as WebMD, Healtheon, Clear Channel Communications, and Surgerynet. From
February 1999 to February 2002, Mr. Shah was Vice President at Morgan Stanley
Beverly Hills. He was a registered representative at Prudential Securities from
1997 to February 1999. Mr. Shah received a B.S. in Artificial
Intelligence/Computer Science from the University of California, San Diego and
is currently finishing the Certified Financial Planner program at the College of
Financial Planning. He currently is also a registered representative at the firm
of Stifel Nocolaus. Stifel Nicolaus will not participate in this offering and
will not make a market in the securities of HealtheUniverse and such firm has
not reviewed this prospectus or the disclosure therein.
9
Executive Compensation
The following table sets forth the cash and all other compensation of
HealtheUniverse's executive officers and directors during each of the last three
fiscal years. The remuneration described in the table includes the cost to
HealtheUniverse of any benefits which may be furnished to the named executive
officers, including premiums for health insurance and other benefits provided to
such individual that are extended in connection with the conduct of
HealtheUniverse's business. The executive officers named below did not receive
any manner of compensation in the years set forth below.
Until we obtain funding, officers are devoting most of their time to
other employment and are serving without compensation. Following funding we
expect that the aggregate monthly compensation for management will be $12,000.
Summary Compensation Table
ANNUAL COMPENSATION LONG TERM COMPENSATION
Name and Other Annual Awards Payouts All
Principal Position Year Salary Bonus Compensation Other
RestrictedSecurities LTIP Compensation
Stock Underlying Payouts ($)
Awards ($)Options SARs(#)
Vipul R. Dev 2002 $0 0 0 0 0 0 0
CEO 2001 0 0 0 0 0 0
2000 0 0 0 0 0 0 0
Thomas Raack 2002 $0 0 0 0 0 0 0
COO 2001 0 0 0 0 0 0
2000 0 0 0 0 0 0 0
Sandip Shah 2002 $0 0 0 0 0 0 0
CFO & CIO 2001 0 0 0 0 0 0
2000 0 0 0 0 0 0 0
HealtheUniverse, by resolution of its Board of Directors and
stockholders,
adopted a 1994 Stock Option Plan (the "Plan") on April 20, 1994. The Plan
enables the Company to offer an incentive based compensation system to
employees, officers and directors and to employees of companies who do business
with the Company.
In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees or employees of
companies with which we do business become participants in the Plan upon
receiving grants in the form of stock options or restricted stock. A total of
2,000,000 shares are authorized for issuance under the Plan, of which no shares
are issued. The Company may increase the number of shares authorized for
issuance under the Plan or may make other material modifications to the Plan
without shareholder approval. However, no amendment may change the existing
rights of any option holder.
Any shares which are subject to an award but are not used because the
terms and conditions of the award are not met, or any shares which are used by
participants to pay all or part of the purchase price of any option may again be
used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.
Stock options may be granted as non-qualified stock options or
incentive stock options, but incentive stock options may not be granted at a
price less than 100% of the fair market value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market value of the
stock as of the date of grant. Restricted stock may not be
10
granted under the Plan in connection with incentive stock options.
Stock options may be exercised during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability, whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock acquired through the exercise of a stock option may be made in cash,
shares of Common Stock or by delivery or recourse promissory notes or a
combination of notes, cash and shares of the Company's common stock or a
combination thereof. Incentive stock options may only be issued to directors,
officers and employees.
Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant contains the AO feature and if a participant pays all or part of the
purchase price of the option with shares of common stock, then upon exercise of
the option the participant is granted an AO to purchase, at the fair market
value as of the date of the AO grant, the number of shares of common stock equal
to the sum of the number of whole shares used by the participant in payment of
the purchase price and the number of whole shares, if any, withheld as payment
for withholding taxes. An AO may be exercised between the date of grant and the
date of expiration, which will be the same as the date of expiration of the
option to which the AO is related.
Stock appreciation rights and/or restricted stock may be granted in
conjunction with, or may be unrelated to stock options. A stock appreciation
right entitles a participant to receive a payment, in cash or common stock or a
combination thereof, in an amount equal to the excess of the fair market value
of the stock at the time of exercise over the fair market value as of the date
of grant. Stock appreciation rights may be exercised during a period of time
fixed by the Committee not to exceed ten years after the date of grant or three
years after death or disability, whichever is later. Restricted stock requires
the recipient to continue in service as an officer, director, employee or
consultant for a fixed period of time for ownership of the shares to vest. If
restricted shares or stock appreciation rights are issued in tandem with
options, the restricted stock or stock appreciation right is canceled upon
exercise of the option and the option will likewise terminate upon vesting of
the restricted shares.
PRINCIPAL SHAREHOLDERS
The following table sets forth information relating to the beneficial
ownership of Company common stock as of the date of this prospectus by (I) each
person known by HealtheUniverse to be the beneficial owner of more than 5% of
the outstanding shares of common stock (ii) each of HealtheUniverse's directors
and executive officers, and (iii) the Percentage After Offering assumes the sale
of all shares offered. 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 Percentage
Name and Address Common Stock Before Offering After Offering
Vipul R. Dev(1) 2,600,000 26% 26%
Thomas Raack(1) 2,600,000 26% 26%
Sandip Shah(2) 2,600,000 26% 26%
11
Kiran Shah(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
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. Their address is care of HelatheUniverse.
(3) Includes 2,400,000 shares held by Ecco Petroleum Family Limited
Partnership which Mr. Hand controls.
SELLING STOCKHOLDERS
The shares of common stock of HealtheUniverse offered by the Selling
Stockholders will be offered at market prices, as reflected on the National
Association of Securities Dealers Electronic Bulletin Board, or on the NASDAQ
Small Cap Market if the Common Stock is then traded on NASDAQ. It is anticipated
that registered broker-dealers will be allowed the commissions which are usual
and customary in open market transactions. There are no other arrangements or
understandings with respect to the distribution of the Common Stock. Except as
noted, the Selling Stockholders do not own any Common Stock except as registered
hereby for sale and will own no shares after the completion of the offering. The
relationship, if any, between HealtheUniverse and any Selling Stockholder is set
forth below.
Shares Beneficially Percentage
Owned Total Shares
Name and Address and Being Offered After Offering
Jehu Hand 2,400,000 __
24351 Pasto Road, #B
Dana Point, California 92629
(former president)
Kimberly Peterson 281,550 *
24 Calle De La Luna
San Clemente, California 92673
Societe Financiere du Seujet, S.A.(1) 150,000 *
14 Quai du Seujet
Geneva, Switzerland CH-1201
Kristen Roberts 150,000 *
15871 Caltech Circle
Westminster, California 92683
Lewis V. Sykes 1,875 *
24351 Pasto Road, #B
Dana Point, CA 92629
Iwona Alami 75 *
25132 Sanoria St.
Laguna Niguel, CA 92677
Gregory D. Wilson 75 *
747 3rd Street
San Pedro, CA 90731
12
Ken Graham 75 *
13213 Ballestros
Chino, CA 91710
Sayoko Tanaka 75 *
26572 Briarwood Lane
San Juan Capistrano, CA 92675
Ten Foot Line(2) 75 *
1002 California St., #A
Huntington Beach, CA 92648
Michael Rovere(2) 75 *
1002 California St., #A
Huntington Beach, CA 92648
Diane Biagianti(2) 75 *
1002 California St., #A
Huntington Beach, CA 92648
Connie Ferree 150 *
2150 N. Tenaya Way
Bldg. 21
No. 1175
L.V., NV 89128
Shaun P. Mackin 75 *
1786 Harmony Way
Pitsburg, CA 94565
Angela Sykes 1,875 *
24351 Pasto Road, #B
Dana Point, CA 92629
Vernon R. Gilbert 75 *
12131 Martha Ann Dr.
Los Alamitos, CA 90720
Richard B. Dunbar 375 *
15603 Edmore
Detroit, MI 48205
Desiree Royall 75 *
1408 Posada
Newport Beach, CA 92660
Barbara A. Royall 75 *
103 Greenfield Ave.
San Rafael, CA 94901
Jody Roberts 1,875 *
6212 Pickett Avenue
Garden Grove, CA 92845
Jeffery A. Czerwinski 1,020 *
304 1/2 B. Main St.
Balboa, CA 92624
Doug Sillasen 1,875 *
401 Memphis Avenue
Huntington Beach, CA 92648
13
Debra Sillasen 1,875 *
401 Memphis Avenue
Huntington Beach, CA 92648
Janae Sykes 375 *
(Lewis V. Sykes, Custodian)
24351 Pasto Road, #B
Dana Point, CA 92629
Craig Kennedy 75 *
831 Via Casitas
Greenbrae, CA 94904
Marvin Anderson 75 *
104 N. 26th Ave.
Yakima, WA 98902-2811
Margaret Peschong 75 *
1425 Pebble Beach Road
Mitchell, SD 57301
Nanette J. Peschong 75 *
511 S. Main St., No. 2
Mitchell, SD 57301
T.H. Peschong 75 *
1425 Pebble Beach Road
Mitchell, SD 57301
Kenneth Graham 75 *
13213 Ballestros
Chino, CA 91710
Denise Graham 75 *
13213 Ballestros
Chino, CA 91710
Kenneth & Denise Graham 75 *
13213 Ballestros
Chino, CA 91710
Marie Gunsten 75 *
(Denise Graham, Custodian)
13213 Ballestros
Chino, CA 91710
Audrey Gunsten 75 *
(Denise Graham, Custodian)
13213 Ballestros
Chino, CA 91710
Mary K. Roberts 75 *
24 Calle De La Luna
San Clemente, CA 92673
Mary K. Peterson 75 *
24 Calle De La Luna
San Clemente, CA 92673
Kimberly Roberts 75 *
24 Calle De La Luna
San Clemente, CA 92673
14
Randall Peterson 75 *
24 Calle De La Luna
San Clemente, CA 92673
Taylor Peterson 75 *
(Kimberly Peterson, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Debi K. P. Brandt 75 *
24 Calle De La Luna
San Clemente, CA 92673
Kevin Brandt 75 *
24 Calle De La Luna
San Clemente, CA 92673
Terance Brandt 75 *
24 Calle De La Luna
San Clemente, CA 92673
Connor Brandt 75 *
24 Calle De La Luna
San Clemente, CA 92673
Kimber Brandt 75 *
24 Calle De La Luna
San Clemente, CA 92673
Kenna Brandt 75 *
(Debi Brandt, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Kellyn Brandt 75 *
(Debi Brandt, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Kira Brandt 75 *
(Debi Brandt, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Brian James Paterson 75 *
24351 Pasto Road #B
Dana Point, CA 92629
Teresa Paterson 75 *
24351 Pasto Road #B
Dana Point, CA 92629
Keirstin Paterson 75 *
(Brian Paterson, Custodian)
24351 Pasto Road #B
Dana Point, CA 92629
Jacob Paterson 75 *
(Brian Paterson, Custodian)
24351 Pasto Road #B
Dana Point, CA 92629
15
Taylor Peterson 375 *
(Kimberly Peterson, Custodian)
24 Calle De La Luna
San Clemente, CA 92673
Richard K. Solosky 75 *
15871 Caltech Cir.
Westminster, CA 92683
Mary L. Roberts-Solosky 75 *
15871 Caltech Cir.
Westminster, CA 92683
Scott R. Roberts 75 *
6212 Pickett Avenue
Garden Grove, CA 92845
Kristen J. Roberts 75 *
15871 Caltech Cir.
Westminster, CA 92683
James S. Roberts 75 *
15871 Caltech Cir.
Westminster, CA 92683
Delone H. Peterson 75 *
8392 Carnegie Avenue
Westminster, CA 92683
Delone Peterson 75 *
8392 Carnegie Avenue
Westminster, CA 92683
Dee Peterson 75 *
8392 Carnegie Avenue
Westminster, CA 92683
Rulon Peterson 75 *
8392 Carnegie Avenue
Westminster, CA 92683
Brad Peterson 75 *
8392 Carnegie Avenue
Westminster, CA 92683
Todd Peterson 75 *
8392 Carnegie Avenue
Westminster, CA 92683
Mark Spragg 150 *
14621 Oak Ave.
Irvine, CA 92714
Mark Peterson 75 *
6447 Evening Star Circle
Huntington Beach, CA 92648
Jolene Peterson 75 *
6447 Evening Star Circle
Huntington Beach, CA 92648
16
M.D. Peterson 75 *
6447 Evening Star Circle
Huntington Beach, CA 92648
J.H. Peterson 75 *
6447 Evening Star Circle
Huntington Beach, CA 92648
Jolene Hadley 75 *
6447 Evening Star Circle
Huntington Beach, CA 92648
Roy Harward 75 *
3485 Summerhill
Salt Lake City, UT 84121
Brian Cowley 75 *
4378 Burgess Drive
Sacramento, CA 95838
Charles Allan Hall 75 *
2100 S. 336th St., #K-6
Federal Way, WA 98003
Kristen Hall 75 *
2100 S. 336th St., #K-6
Federal Way, WA 98003
Janice E. Johnson 150 *
26002 McNatt Ct.
Lake Forest, CA 92630
Graig G. Johnson 75 *
26002 McNatt Ct.
Lake Forest, CA 92630
Lunetta J. Peterson 150 *
91 Fuente
R.S.M., CA 92688
Cliff J. Peterson 75 *
91 Fuente
R.S.M., CA 92688
Michael E. Bever 150 *
540 Olden Way Rd.
Toppenish, WA 98948
Marian L. Bever 150 *
540 Olden Way Rd.
Toppenish, WA 98948
Michael & Marian Bever 150 *
540 Olden Way Rd.
Toppenish, WA 98948
Ryan Bever 150 *
(Michael Bever, Custodian)
540 Olden Way Rd.
Toppenish, WA 98948
17
Matthew Bever 150 *
(Michael Bever, Custodian)
540 Olden Way Rd.
Toppenish, WA 98948
Rebekah Bever 150 *
(Michael Bever, Custodian)
540 Olden Way Rd.
Toppenish, WA 98948
Richard M. Cobabe 75 *
17 Weeping Wood
Irvine, CA 92714
Christine L. Cobabe 75 *
17 Weeping Wood
Irvine, CA 92714
Richard L. Cobabe, Jr. 75 *
(Christine Cobabe, Custodian)
17 Weeping Wood
Irvine, CA 92714
Matthew M. Cobabe 75 *
(Christine Cobabe, Custodian)
17 Weeping Wood
Irvine, CA 92714
Shayla C. Cobabe 75 *
(Christine Cobabe, Custodian)
17 Weeping Wood
Irvine, CA 92714
Kenneth J. Cobabe 75 *
(Christine Cobabe, Custodian)
17 Weeping Wood
Irvine, CA 92714
Richard M. Peterson 75 *
22001 Oak Grove
Mission Viejo, CA 92692
Patti J. Peterson 75 *
22001 Oak Grove
Mission Viejo, CA 92692
Paul Thomas 75 *
5855 W. 95th #9
Los Angeles, CA 90045
Steven B. Morris 150 *
417 32nd
Manhattan Beach, CA 9026
Leann Michele Bouzidin 75 *
6447 Evening Star Circle
Huntington Beach, CA 92648
Henrique Carlos Pinguelo 75 *
6447 Evening Star Circle
Huntington Beach, CA 92648
18
R. Christopher Rhody 75 *
24351 Pasto Road, #B
Dana Point, CA 92629
William P. Hunt 75 *
24351 Pasto Road, #B
Dana Point, CA 92629
Dana S. Thomsen 150 *
2000 Westown Pky.
Apt. 7
W. Des Moines, IA 50265
Lori E. Jarvis 75 *
26 Deerfield
Irvine, CA 92714
Joel E. Hand 75 *
3930 Montefrio Court
San Diego, CA 92130
Kristen Hand 75 *
3930 Montefrio Court
San Diego, CA 92130
Joel Hand CUST Z.C. Hand 75 *
3930 Montefrio Court
San Diego, CA 92130
Kellie Hand 75 *
2365 South East Regner
Gresham, Oregon 97080
TOTAL 3,000,000 100%
* Less than 1%
(1) This corporation is controlled by Riccardo Mortara.
(2) Ten Foot line is owned by Michael Rovere, who is the husband of Diane
Biagianti.
PLAN OF DISTRIBUTION
HealtheUniverse has applied to have its shares of common stock
registered on the OTC Bulletin Board. HealtheUniverse anticipates once the
shares are trading on the OTC Bulletin Board or any other market the selling
stockholders will sell their shares directly into any market created. The prices
the selling stockholders will receive will be determined by the market
conditions. Selling stockholders may also sell in private transactions.
HealtheUniverse cannot predict the price at which shares may be sold or whether
the common stock will ever trade on any market. The shares may be sold by the
selling stockholders, as the case may be, from time to time, in one or more
transactions. HealtheUniverse does not intend to enter into any arrangements
with any securities dealers concerning solicitation of offers to purchase the
shares.
Commissions and discounts paid in connection with the sale of the
shares by the selling stockholders will be determined through negotiations
between them and the broker-dealers through or to which the securities are to be
sold and may vary, depending on the broker-dealers fee schedule, the size of the
transaction and other factors. The separate costs of the selling stockholders
will be borne by them. The selling stockholders will, and any broker-broker
dealer or agent that participates with the selling stockholders in the sale of
the shares by them may be deemed an "underwriter" within the meaning of the
Securities Act, and any commissions or discounts received by them and any
profits on the resale of shares purchased by them may be deemed to be
underwriting commissions under the Securities Act.
19
Regulation M prohibits certain market activities by persons selling
securities in a distribution. To demonstrate their understanding of those
restrictions and others, selling stockholders will be required, prior to the
release of unlegended shares to themselves or any transferee, to represent as
follows: that they have delivered a copy of this prospectus, and if they are
effecting sales on the Electronic Bulletin Board or interdealer quotation system
or any electronic network, that neither they nor any affiliates or person acting
on their behalf, directly or indirectly, has engaged in any short sale of
HealtheUniverse common stock; and for a period commencing at least 5 business
days before his first sale and ending with the date of his last sale, bid for,
purchase, or attempt to induce any person to bid for or purchase HealtheUniverse
common stock.
A selling stockholder, Jehu Hand, is a principal of SoCal Securities,
an NASD broker dealer. SoCal does not make markets in any securities and will
not participate in this offering. SoCal Securities has not reviewed the contents
of this prospectus.
HealtheUniverse will bear all costs of the offering in registering the
shares but will bear no selling expense cost. The costs of the offering are
estimated at $8,000. HealtheUniverse will use its best efforts to update the
registration statement and maintain its effectiveness for one year.
CERTAIN TRANSACTIONS
Rexadon Corporation was organized as a Delaware corporation on April
21, 1994 to seek out an advantageous acquisition. On February 14, 2003, Rexadon
Corporation acquired all of the capital stock of Healtheuniverse, Inc., a
California corporation, in exchange for 7,000,000 shares of newly issued common
stock of Rexadon Corporation. Prior to the exchange Rexadon Corporation had
3,000,000 shares outstanding (after giving effect to a three-for-one forward
stock split). As a result, there are 10,000,000 shares outstanding. Rexadon has
subsequently changed its name to Healtheuniverse, Inc., the same name as its
California subsidiary. References to Healtheuniverse in this prospectus are to
the combined entity unless otherwise noted. Prior to the exchange, Rexadon and
Healtheuniverse had no affiliation or prior relationship. The terms of the share
exchange were negotiated at arm's length. The Chief Financial Officer, Sandip
Shah, advanced $21,370 to us for expenses, of which $11,370 was unpaid plus
accrued interest of $781 as of December 31, 2002.
DESCRIPTION OF SECURITIES
Common Stock
HealtheUniverse's Certificate of Incorporation authorizes the issuance
of 20,000,000 shares of common stock, $.001 par value per share, of which
10,000,000 shares were outstanding as of February 14, 2003. HealtheUniverse
intends to sell additional shares of common stock at this time, but has not
entered into any negotiation or agreements with any person. 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 therefore. In the
event of a liquidation, dissolution or winding up of HealtheUniverse, the
holders of shares of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities and the liquidation
preference to holders of Preferred Stock. Holders of common stock have no
preemptive rights to purchase HealtheUniverse's common stock. There are no
conversion rights or redemption or sinking fund provisions with respect to the
common stock.
Meetings of stockholders may be called by the board of directors, the
chairman of the board, the president, or by one or more holders entitled to cast
in the aggregate not less than 20% of the votes at the meeting. Holders of a
majority of the shares outstanding and entitled to vote at the meeting must be
present, in person or by proxy, for a quorum to be present to enable the conduct
of business at the meeting.
20
Preferred Stock
HealtheUniverse's Certificate of Incorporation authorizes the issuance
of 1,000,000 shares of preferred stock, $.001 par value, of which no shares of
Preferred Stock are outstanding.
HealtheUniverse's Board of Directors has authority, without action by
the shareholders, to issue all or any portion of the authorized but unissued
preferred stock in one or more series and to determine the voting rights,
preferences as to dividends and liquidation, conversion rights, and other rights
of such series. HealtheUniverse considers it desirable to have preferred stock
available to provide increased flexibility in structuring possible future
acquisitions and financings and in meeting corporate needs which may arise. If
opportunities arise that would make desirable the issuance of preferred stock
through either public offering or private placements, the provisions for
preferred stock in HealtheUniverse's Articles of Incorporation would avoid the
possible delay and expense of a shareholder's meeting, except as may be required
by law or regulatory authorities. Issuance of the preferred stock could result,
however, in a series of securities outstanding that will have certain
preferences with respect to dividends and liquidation over the common stock
which would result in dilution of the income per share and net book value of the
common stock. Issuance of additional common stock pursuant to any conversion
right which may be attached to the terms of any series of preferred stock may
also result in dilution of the net income per share and the net book value of
the common stock. The specific terms of any series of preferred stock will
depend primarily on market conditions, terms of a proposed acquisition or
financing, and other factors existing at the time of issuance. Therefore, it is
not possible at this time to determine in what respect a particular series of
preferred stock will be superior to HealtheUniverse's common stock or any other
series of preferred stock which HealtheUniverse may issue. The Board of
Directors may issue additional preferred stock in future financings, but has no
current plans to do so at this time.
The issuance of Preferred Stock could have the effect of making it more
difficult for a third party to acquire a majority of the outstanding voting
stock of HealtheUniverse.
HealtheUniverse intends to furnish holders of its common stock annual
reports containing audited financial statements and to make public quarterly
reports containing unaudited financial information.
Transfer Agent
The transfer agent for the common stock is Colonial Stock Transfer, 66
Exchange Place, Salt Lake City, Utah 84111, and its telephone number is (801)
355-5740.
INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the Shares offered hereby will be passed upon for
HealtheUniverse by Hand & Hand, a professional corporation, Dana Point,
California. The principal of Hand & Hand, Jehu Hand and HealtheUniverse's former
president, owns 2,400,000 shares of common stock.
EXPERTS
The audited financial statements of HealtheUniverse, Inc. included in
this Prospectus as of December 31, 2002 and 2001 have been audited by Anne
Tahim, An Accountancy Corporation, independent certified public accountants, to
the extent and for the periods set forth in their report thereon and are
included in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
21
INDEMNIFICATION
HealtheUniverse has adopted provisions in its articles of incorporation
and bylaws that limit the liability of its directors and provide for
indemnification of its directors and officers to the full extent permitted under
the Delaware General Corporation Law ("DGCL"). Under HealtheUniverse's articles
of incorporation, and as permitted under the Delaware General Business Act,
directors are not liable to HealtheUniverse or its stockholders for monetary
damages arising from a breach of their fiduciary duty of care as directors. Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to HealtheUniverse or its stockholders, liability for acts or omissions
not in good faith or involving intentional misconduct or knowing violations of
law, liability for transactions in which the director derived as improper
personal benefit or liability for the payment of a dividend in violation of
Delaware law. Further, the provisions do not relieve a director's liability for
violation of, or otherwise relieve HealtheUniverse or its directors from the
necessity of complying with, federal or state securities laws or affect the
availability of equitable remedies such as injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of HealtheUniverse where indemnification
will be required or permitted. HealtheUniverse is not aware of any threatened
litigation or proceeding that may result in a claim for indemnification by any
director or officer.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of HealtheUniverse pursuant to the foregoing provisions, or otherwise,
HealtheUniverse has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by HealtheUniverse of expenses incurred or paid by a
director, officer or controlling person of HealtheUniverse in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
HealtheUniverse will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
22
To the Board of Directors of HealtheUniverse, Inc.
Covina, California
We have audited the accompanying Balance Sheets of HealtheUniverse, Inc., a
California corporation, as of December 31, 2002 and 2001, and the related
Cumulative Amounts of Revenue and Expense During Developmental Stage, and
Cumulative Cash Flows During Developmental Stage for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these statements based on our audits.
We conducted our audits 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
misstatements. 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 presentation. We believe
that our audits provide 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 HealtheUniverse, Inc. as of
December 31, 2002 and 2001, and the results of its operations and cash flows for
the years then ended in conformity with generally accepted accounting
principles.
Anne Tahim, An Accountancy Corporation
Anaheim, California
April 29, 2003
HEALTHEUNIVERSE, INC.
(A Developmental Stage Company)
Balance Sheets
As of December 31, 2002 and 2001
ASSETS
2002 2001
CURRENT ASSETS
Cash in Banks $ 2,280 $ 3,970
Merchandise Inventory 12,913 10,098
TOTAL CURRENT ASSETS 15,193 14,068
PROPERTY AND EQUIPMENT
Property and Equipment (net of accumulated depreciation) 316 183
TOTAL PROPERTY AND EQUIPMENT 316 183
OTHER ASSETS
Organization Costs (net of accumulated amortization) 1,400 1,800
TOTAL OTHER ASSETS 1,400 1,800
TOTAL ASSETS 16,909 16,051
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Sales Tax Payable 84 21
Income Taxes Payable - State 800
Loans from Stockholders 11,370 15,333
Interest Payable on Loans from Stockholders 781 230
TOTAL LIABILITIES 13,035 15,584
STOCKHOLDERS' EQUITY
(see Statement of Changes in Stockholder's Equity) 3,874 467
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,909 $ 16,051
See accompanying notes and accountant's report
HEALTHEUNIVERSE, INC.
( A Developmental Stage Company)
Cumulative Amounts of Revenue and Expense During Developmental Stage
For Years Ended December 31, 2002 and 2001
Cumulative
During
Developmental
Stage 2002 2001
SALES $ 11,556 $ 3,577 $ 7,979
COST OF GOOD SOLD (schedule I) 10,130 4,773 5,357
GROSS PROFIT (LOSS) FROM SALES 1,426 (1,196) 2,622
GENERAL AND ADMINISTRATIVE EXPENSES (schedule II) 10,953 4,597 6,356
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (9,526) (5,793) (3,733)
LESS PROVISION FOR INCOME TAXES
Provision for income tax - State (1,600) (800) (800)
NET INCOME (LOSS) $ (11,126) $ (6,593) $ (4,533)
See accompanying notes and accountant's report
HEALTHEUNIVERSE, INC.
(A Developmental Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For Years Ended December 31, 2002
and 2001
Common
Shares Common Accumulated
Outstanding Stock Deficit TOTAL
Balance, beginning $ -- $ -- $ --
Sale of stock for cash ($0.05 per share) 100,000 5,000 -- 5,000
Net loss for the year ended December 31, 2001 (4,533) (4,533)
Balance, December 31, 2001 100,000 5,000 (4,533) 467
Sale of stock for note receivable (see Note 2) 200,000 10,000 -- 10,000
Net loss for the year ended December 31, 2002 (6,593) (6,593)
Balance, December 31, 2002 300,000 $ 15,000 $ (11,126) $ 3,874
See accompanying notes and accountant's report
HEALTHEUNIVERSE, INC.
Cumulative Cash Flows During Developmental Stage
For Years Ended December 31, 2002 and 2001
Cumulative
During
Developmental
Stage 2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income(Loss) $ (11,126) $ (6,593) $ (4,533)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization expense 713 482 231
(Increase) decrease in:
Inventory (12,913) (2,815) (10,098)
Increase (decrease) in: -
Sales tax payable 84 63 21
Interest payable 781 551 230
Income tax payable 800 800 --
Due to stockholders 11,370 (3,963) 15,333
NET CASH PROVIDED(USED) BY OPERATING ACTIVITIES (10,291) (11,475) 1,184
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of organization costs (2,000) -- (2,000)
Acquisition of fixed assets (429) (215) (2,214)
NET CASH PROVIDED(USED) BY INVESTING ACTIVITIES (429) (215) (2,214)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of capital stock 15,000 10,000 5,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 15,000 10,000 5,000
NET INCREASE (DECREASE) IN CASH 2,280 (1,690) 3,970
CASH AT BEGINNING OF THE YEAR -- 3,970 --
CASH AT END OF THE YEAR $ 2,280 $ 2,280 $ 3,970
SUPPLEMENTARY INFORMATION
Cash paid for income taxes $ 800 $ -- $ 800
See accompanying notes and accountant's report
HEALTHEUNIVERSE, INC.
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
For Years Ended December 31, 2002, and 2001
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of HealtheUniverse, Inc., is
presented to assist in understanding the Company' financial statements. The
financial statements and notes are representations of the Company's management
who is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting policies and have been
consistently applied in the preparation of the financial statements.
1. Description of Developmental Stage Activities:
The Company, located in Covina, California, has been in the
developmental stage since its formation on June 15, 2001. The Company
has been devoting substantial efforts to establishing a new business.
During the development stages, for a short period of time, the Company
was engaged in the business of purchase and sale of jewelry to
wholesalers as well as to direct customers to generate revenues.
The Company, which was originally named S & K Overseas, Inc., applied
on November 22, 2002, with the Secretary of State of California, for a
change name to HealtheUniverse, Inc. HealtheUniverse, Inc. is engaged
in the business of consulting for healthcare institutions with services
of performance enhancement, turnaround management, merger, acquisition,
consolidation and integration services. Their client profile includes
companies engaged in medical related businesses, hospital systems,
academic medical centers, freestanding hospitals and physician groups.
As a result of its continued efforts, the Company has been successful
in obtaining a few contracts with some major companies in the health
care industry. These contracts have been explained in detail in notes
to the financial statements under Note 6 - Subsequent Events.
2. Basis for Assigning Amounts to Equity Securities Issued Other Than Cash:
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the par value of the common stock. Receivable
from Stockholders of $10,000, which is equivalent to 200,000 shares of
common stock at $0.05 per share, were netted out from Payable to
Stockholders (Note 2).
See accompanying accountant's report
6
3. Revenue and Cost Recognition:
Revenue is recognized when the jewelry was delivered and accepted by
the customer.
4. Property and Equipment:
Property and Equipment consisting of furniture, fixture and equipment
are carried at cost. Depreciation is computed based on the
straight-line method over their useful lives. When assets are retired
or otherwise disposed of, the cost and the related accumulated
depreciation is removed from the accounts and the resulting gain or
loss on disposal is reflected in the financial statements. Expenditures
for major renewals and betterments that extend the useful life of the
property and equipment are capitalized. Expenditures for minor repairs
and maintenance are charged as incurred.
Property and equipment consist of the following:
Accumulated Net of
Cost Depreciation Depreciation
Office equipment $429 $113 $316
---- ---- ----
NOTE 2: RECEIVABLES AND PAYABLES TO AND FROM STOCKHOLDERS
Receivables from stockholders are composed of notes from stockholders which are
due and payable on demand. The notes are in exchange for 200,000 shares of
common stock at $0.05 per share, stock certificates of which were issued on
December 31, 2002. Interest is computed at 3% per annum. No interest income is
reported for calendar year ending December 31, 2002.
Payable to stockholders are composed of loans from stockholders for funds
received and used for operation. Interest expense on these loans is $551 and
$230 for calendar years ending December 31, 2002 and 2001, respectively.
Receivable from stockholders of $10,000 were netted out from payable to
stockholders of $21,370 resulting in a net payable to stockholders of $11,370 as
of December 31, 2002.
NOTE 3: RELATED PARTY TRANSACTION
In the years 2001 through 2002, the Company was operating in the residence of
one of the stockholders. The Company was not paying rent for the office use of
this home. As of January, 2003, the Company transferred to a new office location
in Covina, California.
See accompanying accountant's report
7
NOTE 4: LEASE COMMITMENTS
In January, 2003, the Company entered into a new office lease agreement as a
sub-lessor from one of the stockholders. The lease is on a month to month basis.
The Company does not have any future lease commitment relating to this office
lease.
NOTE 5: INCOME TAX PROVISION AND LIABILITY
The Company has elected to be taxed under the provision of Subchapter S of the
Internal Revenue Service. Under these provisions, the Company does not pay
federal corporate income taxes on its taxable income. In lieu of corporate
income tax, the shareholders are taxed on the Company's taxable income.
Therefore, no provision or liability for federal income tax has been included in
the financial statements. The California corporation tax amounted to $800 for
each year ended December 31, 2002 and 2001.
NOTE 6: SUBSEQUENT EVENTS
On January 6, 2003, the Company applied, and was granted by the Internal Revenue
Services, revocation of sub S-corporation status effective January 1, 2003.
On January 28, 2003, HealtheUniverse, Inc was acquired by Rexadon Corporation, a
Delaware corporation, pursuant to an Agreement and Plan of Reorganization, dated
on the same day. Rexadon Corporation exchanged all of the 300,000 outstanding
shares of Common Stock of HealtheUniverse, Inc. with 7,000,000 Common Stock of
Rexadon Corporation.
On February 14, 2003, Rexadon Corporation, under HealtheUniverse, Inc., filed
Form 8-K with the Securities and Exchange Commission under Registration No.
333-103343, pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934. As of report date, the application is still pending with the Securities
and Exchange Commission.
In March, 2003, the Company entered into consulting service agreements with HP
Energy Consultants, LLC, (a Texas corporation), and Fashional Technologies, LLC,
(a California corporation). For a fee, the Company will provide fundraising
assistance, merger and acquisition assistance as well as business development
services.
See accompanying accountant's report
8
HEALTHEUNIVERSE, INC.
( A Developmental Stage Company)
Schedule I - Cost of Goods Sold
For Years Ended December 31, 2002 and 2001
Cumulative
During
Developmental
Stage 2002 2001
COST OF GOOD SOLD
Beginning Inventory $ -- $ 10,098 $ --
Add: Purchases 23,043 7,588 15,455
Total Goods Available for Sale 23,043 17,686 15,455
Less: Ending Inventory (12,913) (12,913) (10,098)
TOTAL COST OF GOODS SOLD $ 10,130 $ 4,773 $ 5,357
See accompanying notes and accountant's report
HEALTHEUNIVERSE, INC.
( A Developmental Stage Company)
Schedule II - General and Administrative Expenses
For Years Ended December 31, 2002 and 2001
Cumulative
During
Developmental
Stage 2002 2001
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising $ 225 $ 225 $ --
Bank charges 316 146 170
Depreciation and amortization 713 482 231
Freight 460 360 100
Interest expense 781 551 230
Licenses and permits 224 50 174
Office expense 1,010 223 787
Penalties 8 8 --
Postage expense 54 4 50
Printing and reproduction 443 -- 443
Sales tax expense 76 55 21
Supplies 543 -- 543
Telephone 1,588 1,084 504
Travel 4,512 1,409 3,103
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES $ 10,953 $ 4,597 $ 6,356
See accompanying notes and accountant's report
No dealer, salesman or other person is authorized to give any information
or to make any representations not contained in this Prospectus in connection
with the offer made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by
HealtheUniverse. This Prospectus does not constitute an offer to sell or a
solicitation to an offer to buy the securities offered hereby to any person in
any state or other jurisdiction in which such offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS Page
Prospectus Summary.......................... 2
Risk Factors................................ 4
Additional Information...................... 3
Dividend Policy............................. 4
Market Price of Common Stock................ 4
Plan of Operation........................... 4
Business.................................... 5
Management.................................. 7
Principal Shareholders...................... 11
Selling Stockholders........................ 11
Plan of Distribution........................ 18
Certain Transactions........................ 19
Description of Securities................... 19
Interest of Named Experts and Counsel....... 20
Experts..................................... 20
Indemnification............................. 20
Financial Statements........................ F-1
HEALTHEUNIVERSE, INC.
3,000,000 SHARES
PROSPECTUS
May 14, 2003
1
HEALTHEUNIVERSE, INC.
PART II
Item 24. Indemnification of Directors and Officers.
HealtheUniverse has adopted provisions in its articles of
incorporation and bylaws that limit the liability of its directors and provide
for indemnification of its directors and officers to the full extent permitted
under the Delaware General Corporation Law. Under HealtheUniverse's articles of
incorporation, and as permitted under the Delaware General Corporation Law,
directors are not liable to HealtheUniverse or its stockholders for monetary
damages arising from a breach of their fiduciary duty of care as directors. Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to HealtheUniverse or its stockholders, liability for acts or omissions
not in good faith or involving intentional misconduct or knowing violations of
law, liability for transactions in which the director derived as improper
personal benefit or liability for the payment of a dividend in violation of
Delaware law. Further, the provisions do not relieve a director's liability for
violation of, or otherwise relieve HealtheUniverse or its directors from the
necessity of complying with, federal or state securities laws or affect the
availability of equitable remedies such as injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of HealtheUniverse where indemnification
will be required or permitted. HealtheUniverse is not aware of any threatened
litigation or proceeding that may result in a claim for indemnification by any
director or officer.
Item 25. Other Expenses of Issuance and Distribution. (all to be paid by HealtheUniverse)
Filing fee under the Securities Act of 1933 $ 100.00
Printing and engraving(1) $ 300.00
Legal Fees $ 500.00
Blue Sky Fees $ 1,200.00
Auditing Fees(1) $ 5,000.00
NASD Filing Fees $ 500.00
Miscellaneous(1) $ 160.00
TOTAL $ 8,000.00
(1) Estimates
Item 26. Recent Sales of Unregistered Securities.
The company issued 7,000,000 newly issued shares on February 14, 2003
in exchange for the shares of HealtheUniverse, a California corporation to Vipul
Dev, Thomas Raack, Sandip Shah and Kirah Shah, comprising all of the
shareholders of HealtheUniverse. No underwriter was involved. The transaction is
exempt under section 4(2) of the Securities Act of 1933 as one not involving any
public solicitation public offering. All of the purchasers were either a
director and officer of HealtheUniverse or the spouse of an officer and
director.
Item 27. Exhibits and Financial Schedules
21. Agreement and Plan of Reorganization between Rexadon
Corporation and Healtheuniverse, Inc. (2)
2
3. Certificate of Incorporation and Bylaws
3.1. Articles of Incorporation(1)
3.2 Articles of Amendment(2)
3.3 Bylaws(1)
5. Opinion of Hand & Hand as to legality of securities being registered.(2)
Material Contracts
10.1 Stock Option Plan.(1)
21. Subsidiaries of the small business issuer-None.
23. Consents of Experts and Counsel
23.1 Consent of Anne Tahim(2)
23.2 Consent of Hand & Hand included in Exhibit 5 hereto
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing.
(b) Financial Statement Schedules
All schedules are omitted because they are not applicable or because
the required information is included in the financial statements or notes
thereto.
(1) Incorporated by reference to such exhibit as filed with
HealtheUniverse's registration statement on Form 10-SB, file
number 27009, filed on August 12, 1999.
(2) Filed herewith.
3
Item 28. Undertakings.
(a) The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this
registration statement to:
(I) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together represent a fundamental
change in the information in the registration
statement;
(iii) Include any material or changed information the
plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration
statement of the securities offered, and the offering of
the securities as at that time to be the initial bona fide
offering thereof.
(3) File a post effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel that matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(f) The undersigned small business issuer hereby undertakes that
it will:
(1) For purposes of determining any liability under the
Securities Act that the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be a part of this
registration statement as of the time the Commission declared it effective.
(2) For the purpose of determining any liability under the
Securities Act, that each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities offered in the
registration statement, and that offering of the securities at that time as the
initial bona fide offering of those securities.
4
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it meets all the requirements for filing on Form SB-2
and has duly caused this amendment to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Dana
Point, State of California on May 14, 2003.
HEALTHEUNIVERSE, INC.
By: /s/ Vipul R. Dev, M.D.
Vipul R. Dev., M.D.
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
amendment to Registration Statement has been signed by the following persons in
the capacities indicated on May 14, 2003.
By: /s/ Vipul R. Dev., M.D. Chief Executive Officer and Director
Vipul R. Dev., M.D. (principal executive officer)
By: /s/ Sandip Shah. Chief Financial Officer and Director
Sandip Shah. (principal financial and accounting
officer)
By: /s/ Thomas Raack. Chief Operating Officer, Secretary and
Thomas Raack Director
5