UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from to
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 88-0126444
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
2770 SOUTH MARYLAND PARKWAY SUITE 416
LAS VEGAS, NEVADA 89109
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE EXCHANGE ACT;
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Prevention Insurance .cm was incorporated in Nevada in 1975 under the name Vita Plus, Inc. Later we changed our name to Vita Plus Industries, Inc. and in 1999 again changed it to Prevention Insurance.com.
HISTORICAL OPERATIONS. In 1983 we made a public offering of 700,000 shares of our common stock for our own account. We registered the stock under the Securities Act of 1933. Upon completion of that offering, we registered the stock under Section 12 (g) of the Securities Exchange Act of 1934 (the "Act"). Until 1989 the stock was quoted on the National Association of Securities Dealers Automated Quotation System. ("NASDAQ"). However, 9n 1989 we terminated the registration of our stock under Section 12(g) of the Act because our total assets had decreased to less than $3,000,000 and we were no longer required to file reports with the Securities and exchange Commission. Our stock was then no longer quoted on NASDAQ. From approximately that time to the present, there has been no meaningful trading in our common stock.
From inception until early 1999, our principal business engagement had been the sale and distribution of its own formulations of specific vitamins and nutritional supplements, and of various other health and personal care products. We sold our products through traditional methods: we employed a force of salespersons at our headquarters in Las Vegas, Nevada. amd compensated them on a commission basis: we also sold through a network of independent brokers. Our sales were made primarily to drug stores and other large retailers. Beginning in 1983, we also manufactured some of our products. However, after a period of approximately eight years we stopped the manufacturing activity because it did not prove to be profitable. In 1981 we were licensed in Nevada as an agent for health and life insurance. Historically since 1991 we have not derived any significant income from sales of insurance policies.
During the mid 1990s we developed the concept of reducing insurance costs for both health and life insurance through prevention measures, that, is by emphasizing the maintenance of good health by members of the insured population. Subsequently, we began the development of hybrid insurance products incorporating preventive features with traditional health and life insurance products. Specifically, we developed two specially formulated preparations of vitamins and nutirtional supplements: Nutra-Prevention Formula(TM) and Nutra Protection(TM). Those are formulations that emphasize health maintenance by providing multiple vitamins and a wide range of additional nutritional supplements for daily consumption, and which we believe provide optimal nutrition necessary for good health. We had planned to commence negotiations for joing-venture arrangements with insurance companies using those two formulations to offer low-cost, preventive nutritional products combined with reduced premium rates for specialty insurance policies, but to date we have not entered into any such joint ventures.
Effective March 15, 1999, we sold for cash substantially all of our assets associated with the traditional distribution of vitamin and dietary supplement formulations, including all inventory of vitamins and nutritional supplements and substantially all of our furniture and fixtures, and terminated all business activities associated with the4 distribution of formulations of individual vitamins and dietary supplements. However, we did retain our accounts receivable, our insurance agency license, our newly developed Prevention Insurance webside and the ownership rights in the trademarks for Nutra-Prevention Formula(TM) and Nutra-Protection(TM).
Except for the collection of accounts receivable for sales made before
March 15, 1999, we have had no business activities until this physical year due
to ATM sales. From that time to the present, all our activities have been
devoted to the planning and development of our new insurance business. Presently
our only employees are the President, who is a full-time employee, and the
Secretary-Treasurer and one additional employee, both of whom serve part-time.
We now lease office facilities, approximately 1500 square feet, at 2770 S.
Maryland Parkway, Suite 416, Las Vegas, Nevada 89109. Our telephone number is
(702) 732-2758.
In most years after fiscal 1986, we experienced operating losses from the distribution and sale of vitamins and supplements. While the operations resulted in small net profits in fiscal years 1995 and 1996, we determined that the sale of vitamins and supplements by traditional means would not produce meaningful profits. Furthermore, in 1998, our cash flow was adversely affected and operating losses were again incurred as the result of a dispute with one of our major customers. As a consequence, we were forced to substantially reduce the number of our employees, and curtail our historical business operations. We then made the determination to cease our traditional methods of distribution of vitamins and supplements, to sell the assets associated with those activities, and to concentrate future business activities on the development of insurance products incorporating prevention features.
PROPOSED NEW BUSINESS ACTIVITIES. We believe that an effective method of implementing the concept of prevention insurance is through the acquisition of existing, independent insurance agencies and their business represented by books of insurance in force from which income is realized each year. We think this method will provide the necessary entry into the insurance business for the sale of insurance products incorporating the prevention features utilizing our specially formulated preparations and at the same time provide us with a stable and predictable source of revenues.
Administration of insurance policies in force is a source of continuing revenues to insurance agents and agencies that sell various forms of insurance policies. While agents customarily receive initial commissions upon the sale of an insurance policy, they also receive lesser amounts of commissions, called renewal commissions, during each of the years the policy remains in effect. The size of amount of the renewal commissions mah vary from insurance company to insurance company and according to the type of policy sold, e.g., whole life, term life, long-term care, accident, personal liability, health, etc.
Agents must devote some of their time to administering the policies in force that they have sold, i.e., their "book" of business, by processing claims, collecting premiums, etc., as well as to selling additional policies to new or existing clients.
We have become aware that in many instances individual agents, or sometimes entire agencies, desire to sell their existing books of business. These desires may arise because an agent wishes to diversify his assets to increase his return on equity, or wishes to retire or enter some other business, or no longer wishes to be required to devote time to administrative duties, or the insurance company for which the agent sells (perhaps as a captive agent) changes the arrangements under which the agents operate, or for other reasons. In any of those events, it is often possible for a third person to purchase the agent's book of business, provided that the purchaser can provide a satisfactory arrangement for the continuing administration of the book.
The acquisition and administration of books of existing business from insurance agents would provide us with a source of revenues that would be reasonably predictable (based on such factors as the kinds of policies, the langth of time they have been in effect, the persistency of the business and the collection experience), if we would make arrangements for effective continuing administration. We think this could be done at reasonable cost, either by making arrangements for the administration with another existing agency that is administering similar business, or directly by employing personnel already experienced in those administrative activities. If we were to engage directly in these activities, we could be required to obtain licenses in states other than Nevada and hire employees who are licensed in Nevada and other states.
At the present time we do not have adequate resources to purchase for cash any books of insurance business that might be available. We intend to use exemptions from the registration provisions of the Securities Act of 1933, as amended, including those provided in Regulation D adopted thereunder, to raise cash to be used in such acquisitions and to offer shares of our common stock, or other securities, in exchange for such books of business. In this connection, we expect that in the case of any acquisitions of existing books, the purchase price, either in cash, securities or a combination thereof, will be negotiated based upon the mix of policies constituting the books and the history of their administration, among other things/
If we are successful in purchasing agencies and their books, in some instances we may be able to make arrangements with another existing agency to administer one or more books for a percentage of the renewal commissions earned in respect of the policies constituting the books. In any such event, we would have obtained an income source without the need to incur corresponding operational costs or overhead expenses.
If we are successful in acquiring a sufficient number of agencies and their books of business, we could be in a position to negotiate with the insurance companies that are the issuers of the policies to increase the amounts of renewal commissions on the policies. The success of any such negotiations will depend in part upon the identity of
the insurance company that; is the policy issuer, the kinds of policies and the amount of business in the books.
We also intend to offer additional insurance products to the owners of policies constituting the books that are acquired and to prospective new clients. We would offer those products by traditional means directly as agent, or through agencies administering books for us, and also by telephone using an 800 number, and through an Internet web page that we intend to establish. Finally, we expect that through the acquisition of books of existing business we will be able to make contacts with potential purchasers of specialty insurance products that we could market in combination with our nutritional products, Nutra-Prevention Formula(TM) and Nutra-Protection(TM).
ITEM 2. DESCRIPTION OF PROPERTY.
At the present time we do not own any real property and have only an insignificant amount of furniture and equipment. We lease our office space, which we consider to be adequate for our present needs.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which we a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION. During the past ten years, any trading in our common stock has been sporadic and there has been no meaningful trading activity. Our stock is not quoted on any automated quotation system at the present time. If we again are able to meet the financial and other requirements, we will apply for inclusion of our common stock in the NASDAQ system.
There are no outstanding warrants or options to purchase our common stock or any security convertible into shares of the class.
(B) HOLDERS OF THE COMPANY'S SECURITIES. At December 31, 2001, there were 443 holders of record of shares of the common stock.
(C) DIVIDENDS. We have never paid any cash dividends on common stock and do not contemplate the payment of cash dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
A. PLAN OF OPERATIONS FOR THE COMING YEAR.
Our primary focus is in the coming year will be to acquire as many insurance agencies as possible. Our goal is 40 agencies enrolled by the end of our fiscal year on April 30, 2003. We project this number by anticipating that three salesmen will add two agencies each per week. Member agencies will be required to contribute an average of $375 in fees per month, or a total of $72,000 per month, or $864,000 in annual membership fees.
Our cash requirements for sales costs are estimated to be approximately 20% of revenues, or $172,000 if we are able to attain annual membership fees of $864,000.
Our cash needs will be covered by agency fees, however, we still intend to raise working capital. Our goal will be to raise between $500,000 and $2,000,000 for purposes of having sufficient working capital on hand to cover any expansion plans, to have one year's total operating expenses on hand and for any acquisitions that may present themselves and require cash as well as stock.
We expect research and development costs to be under $10,000 because we primarily will be searching for new products for members from among the over 3100 registered underwriters in the United States. Our approach will be to keep in touch with the major underwriters to determine what products they are introducing that would be of interest to members, attend conventions of the National Association of Underwriters and using the internet as a research tool. We expect these costs to be modest, unless we begin to develop products ourselves for our members, which we do not expect to do in the next twelve months.
B. DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Our present financial condition is under-capitalized. We have elected not to accept additional contracts or revenue from member agencies until we are again certain that we would be able to list the common stock and have it trade purlicly as represented. We have a current backlog of membership contracts and have been able to have $12,192 in accounts payable.
Revenue to date has been provided by our equipment sales division, Quick Pay Co., that is selling ATM machines to retail outlets throughout the United States. We have also received a small amount of seed capital from existing shareholders. We intend to attempt to raise between $500,000 and $2,500,000 through an offering under Regulation D after we have acquired at least 100 member agencies.
ITEM 7. FINANCIAL STATEMENTS.
The Board of Directors
Prevention Insurance.Com
Las Vegas, Nevada
We have audited the accompanying balance sheet of Prevention Insurance.Com as of April 30, 2002 and the related statements of operations, changes in stockholders' (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Prevention Insurance.Com as of April 30, 2002 and the results of its operations and changes in its stockholders' (deficit) and cash flows for the year then ended in conformity with accounting principles generally accepted in the United states of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note1., the financial condition of the Company raises substantial doubt about its ability to remain as a gong concern. Management's plan regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from this uncertainty.
/s/ Beadle, McBride & Reeves, LLP Las Vegas, Nevada July 29, 2002 |
PREVENTION INSURANCE.COM
BALANCE SHEETS
APRIL 30,
ASSETS 2002 2001
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Current assets:
Cash $ 544 $ 80
Accounts receivable - 7,382
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TOTAL CURRENT ASSETS 544 7,462
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$ 544 $ 7,462
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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Current liabilities
Accounts payable $ 14,579 $ 14,458
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TOTAL CURRENT LIABILITIES 14,579 14,458
Stockholders' deficit:
Preferred stock, par value $ .01, 2,000,000 shares authorized,
no shares issued or outstanding - -
Common stock, $ .01 par value, 20,000,000 shares authorized,
issued (6,407,901 in 2002 and 4,762,151 in 2001) 64,080 47,621
Additional paid in capital 3,417,448 3,361,906
Accumulated deficit (3,442,609) (3,363,569)
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38,919 45,958
Less Treasury stock, at cost (52,954) (52,954)
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(14,035) (6,996)
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$ 544 $ 7,462
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SEE NOTES TO FINANCIAL STATEMENTS
PREVENTION INSURANCE.COM
STATEMENTS OF OPERATIONS
YEARS ENDED APRIL 30,
2002 2001
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Commission income $ 48,294 $ -
General and administrative 127,132 16,404
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(Loss) from operations (78,838) (16,404)
Interest expense
(201) -
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(Loss) before income taxes (79,039) (16,404)
Income taxes - -
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Net (loss) $ (79,039) $(16,404)
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(Loss) per share $ 0.01 $ 0.00
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SEE NOTES TO FINANCIAL STATEMENTS
PREVENTION INSURANCE.COM
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
YEARS ENDED APRIL 30,
PREFERRED STOCK COMMON STOCK ADDITIONAL
----------------------------------------- PAID IN ACCUMULATED TREASURY
NUMBER PAR VALUE NUMBER PAR VALUE CAPITAL DEFICIT STOCK TOTAL
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Balance April 30, 2000 - $ - 4,481,151 $ 44,811 $3,361,616 $(3,347,165) $(52,954) $ 6,308
Shares issued for cash - - 281,000 2,810 290 - - 3,100
Net (loss) for the year ended
April 30, 2001 - - - - - (16,404) - (16,404)
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Balance April 30, 2001 - - 4,762,151 47,621 3,361,906 (3,363,569) (52,954) (6,996)
Shares Issued for Cash - - 1,645,750 16,458 55,542 - - 72,000
Net (Loss) for the Year Ended
April 30, 2002 - - - - - (79,039) - (79,039)
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Balance April 30, 2002 - $ - 6,407,901 $ 64,079 $3,417,448 $(3,442,608) $(52,954) $ (14,035)
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SEE NOTES TO FINANCIAL STATEMENTS
PREVENTION INSURANCE.COM
STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30,
2002 2001
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Cash Flows from Operating Activities
Cash received from customers $ 48,294 $ -
Cash paid to employees and vendors (119,772) (19,786)
Interest paid (58) -
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NET CASH (USED BY) OPERATING ACTIVITIES (71,536) (19,786)
Cash Flows from Financing Activities
Stock issued for cash 72,000 3,100
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NET CASH PROVIDED BY FINANCING ACTIVITIES 72,000 3,100
Increase (decrease) in cash 464 (16,686)
Cash at beginning of year 80 16,766
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Cash at end of year $ 544 $ 80
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The following is a reconciliation of net (loss) to net cash (used by) operating
activities
Net (loss) $ (79,039) $(16,404)
Items affecting cash flows:
(Increase) decrease in accounts receivable 7,382 (7,382)
Increase in accounts payable 121 4,000
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Net cash (used by) operating activities $ (71,536) $(19,786)
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SEE NOTES TO FINANCIAL STATEMENTS
PREVENTION INSURANCE.COM
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING PRINCIPLES
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are the representation of management. These accounting principles conform to accounting principles generally accepted in the United States of America and have been consistently applied.
NATURE OF BUSINESS
Prevention Insurance.Com (the Company) was incorporated under the laws of the State of Nevada in 1975 as Vita Plus Industries, Inc. In March 1999, the Company sold its remaining inventory and changed its name to Prevention Insurance.Com. The Company is attempting to organize select independent insurance agencies to create a nationwide cooperative group of health, life and casualty insurance companies with the ability to negotiate fees with national insurance companies. Additionally, the co-op would benefit from national negotiations of advertising and product development. The Company would receive fees from this group of agencies for its coordination of activities. To date, the Company has not been successful in its efforts. To defray expenses during the year ended April 30, 2002, the Company received commissions as a dealer representative for the sale of ATM machines.
GOING CONCERN ISSUES
As discussed above, the Company's financial statements are prepared using accounting principles generally accepted in the United states of America applicable to a "going concern", which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has no continuing source of revenues and its ability to remain a going concern is subject to its ability to raise capital either equity or debt and/or its successful development of its planned primary business activity. Management is seeking a merger partner with successful operations as a long term solution to its lack of resources. To date management has demonstrated the ability to raise sufficient capital to continue its limited operations.
ESTIMATES
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates.
SIGNIFICANT ACCOUNTING POLICIES
Revenues
Commissions from the sale of ATM machines are reported at the time the sale is completed.
Comprehensive (loss)
There is no difference between comprehensive (loss) and net (loss) for the years ended April 30, 2002 and 2001.
NOTE 2. STOCK ISSUANCES
During the year ended April 30, 2002, the Company issued 1,645,750 shares of stock for cash of $72,000 (an average of approximately $0.04 per share). During the year ended April 30, 2001, the Company issued 281,000 shares for cash of $3,100 (an average of approximately $0.01 per share).
PREVENTION INSURANCE.COM
NOTES TO FINANCIAL STATEMENTS
NOTE 3. RELATED PARTY TRANSACTIONS AND ACCOUNTS RECEIVABLE
During the year ended April 30, 2001, the Company advanced its President who is also a stockholder a net of $7,382. During the year ended April 30, 2002 this receivable together with additional advances of $54,000 were charged to operations as compensation.
NOTE 4. INCOME TAXES
The Company has a net operating loss carryover of approximately $3,300,000 available to offset future taxable income, if any. The loss carryover expires through 2022.
NOTE 5. LOSS PER SHARE
Loss per share is calculated based on the weighted average number of shares outstanding during the year. (5,585,026 shares for the year ended April 30, 2002 and 4,621,651 shares for the year ended April 30, 2001)
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.
Change in accounting firm due to location, no disagreement, from Ludlow & Harrison to Beadle, McBride & Reeves, LLP.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth certain information concerning our officers and directors.
NAME AGE POSITION ---- --- -------- SCOTT C. GOLDSMITH 52 PRESIDENT, CHAIRMAN OF THE BOARD RICHARD W. PETERSON 68 DIRECTOR GEORGE T. NASSER 58 DIRECTOR ALEENE GOLDSMITH 74 SECRETARY, DIRECTOR |
SCOTT C. GOLDSMITH founded the company in 1975 and has been the President and Chairman of the Board of Directors since that time. In 1986 he completed a three-year course in Harvard University's OPM (Owner, President, Manager) Program. Mr. Goldsmith's business experience has been entirely in sales and administration for over twenty-five years. He has been a licensed insurance agent in Nevada since 1994. Following our sale of assets associated with our former business, Mr. Goldsmith was employed by the purchaser to operate the business conducted with those assets and was able to devote only part of his time to developing new business operations. He continued in that capacity until September 18, 2000, when he began to devote full time to our new business operations.
RICHARD W. PETERSON is engaged in the private practice of counseling psychology with professionals and executives and consulting with law firms on banking matters and small businesses on management and marketing matters. He is also a faculty member at the University of Phoenix at its San Diego, California, campus and its OnLine Campus in San Francisco, California. Mr. Peterson was the Chief Executive Officer and Vice Chairman of the Board of Directors of the Continental Bank, Las Vegas, Nevada, from 1982 until 1987, when he retired to pursue his doctoral studies. He has served on ad hoc business development committees for the governors of Arizona and Nevada, and has written a book and several articles on the psychological effect of combat on soldiers and prisoners of war.
GEORGE T. NASSER is acting as a health insurance consultant to various companies in the insurance industry. For a number of years he served as Vice President of Marketing for Standard Life of Indiana in charge of Sales and Product Development and as Vice President of Bankers Life. H:e previously held the position of Senior Vice President for Marketing of Golden Rule Insurance for Fifteen years.. In those capacities, his responsibilities included developing health insurance products and directing national sales forces.
ALEENE GOLDSMITH has been our Secretary since 1991 and has served as a director since that time. Ms. Goldsmith is the stepmother of Scott Goldsmith.
The members of the Audit Committee of the Board of Directors are Messers. Goldsmith, Peterson and Nasser. The Members of the Nominating Committee are Mr. Goldsmith, Ms. Goldsmith and Mr. Nasser.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the annual compensation paid to our executive officers during our last three fiscal years. We have not paid or awarded any long-term compensation to any person during the past three years, and we have no long-term incentive plans.
NAME AND PRINCIPAL OTHER ANNUAL
POSITION YEAR SALARY BONUS COMPENSATION
-------- ---- ------ ----- ------------
SCOTT C. GOLDSMITH 2002 $61,382 0 0
President & CEO) 2001 $ 6,340 0 0
2000 0 0 0
ALEENE GOLDSMITH 2002 0 0 0
Secretary 2001 0 0 0
2000 0 0 0
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We have formulated no plans as to the amounts of future cash compensation. We intend to use the services of agents whose books of business are acquired. Any additional personnel required would have salaries negotiated.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAAGEMENT.
The following table sets forth certain information as of April 30, 2002, concerning the beneficial ownership of our common stock by each of our executive officers and directors, all directors and officers as a group, and each person who owns 5% or more of
our outstanding common stock. Unless otherwise indicated, each person named has sole voting and investment power over the shares indicated
NAME SHARES BENEFICIALLY OWNED % OF OUTSTANDING ---- ------------------------- ---------------- SCOTT C. GOLDSMITH 1,867,940 29.1 ALEENE GOLDSMITH 100,059 .15 RICHARD PETERSON 57,000 .008 GEORGE NASSER 45,000 .007 All officers and Directors as a group (4 persons) 2,069,999 32.3 |
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On August 30, 1999 we issued to Mr. Goldsmith 200,000 shares of our common stock in consideration of the cancellation of a note payable to Mr. Goldsmith in the amount of $66,690. During the past two fiscal years, no other of our offices of directors or beneficial owner of 5% or more of our common stock, or any member of their immediate families, has had any transaction with us where the amount involved was $60,000 or more.
By virtue of his ownership of 29.1% of our outstanding common stock, Scott C. Goldsmith may be deemed to be a parent.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
Included with this report.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
PREVENTION INSURANCE.COM
DATE: July 30, 2002 BY: /s/ Scott C. Goldsmith
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SCOTT C. GOLDSMITH, PRESIDENT
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EXHIBIT 3(i)
Amended and Restated
Articles of Incorporation
Of
Prevention Insurance.com
WHEREAS, the Articles of Incorporation ("Articles") of Prevention Insurance.com, formerly Vita Plus Industries, Inc., were initially filed with the Secretary of State for the State of Nevada on May 7, 1975; and
WHEREAS, a FIRST AMENDMENT to the Articles was filed with the Secretary of State for the State of Nevada on February 9, 1977; and
WHEREAS, the Articles were again amended by filing a SECOND AMENDMENT thereto with the Secretary of State for the State of Nevada on December 23, 1977; and
WHEREAS, the Articles were again amended by filing a THIRD AMENDMENT thereto with the Secretary of State for the State of Nevada on May 23, 1983; and
WHEREAS, the Articles were again amended by filing a FOURTH AMENDMENT thereto with the Secretary of State for the State of Nevada on July 20, 1983; and
WHEREAS, the Articles were again amended by filing a FIFTH AMENDMENT thereto with the Secretary of State for the State of Nevada on August 12, 1983; and
WHEREAS, the Articles were again amended by the filing of Certificate of Amendment with the Secretary of State for the State of Nevada on March 29, 1988; and
WHEREAS, the Articles were again amended by filing an additional Certificate of Amendment with the Secretary of State for the State of Nevada on March 14, 1991; and
WHEREAS, the Articles were again amended by filing an additional Certificate of Amendment with the Secretary of State for the State of Nevada on September 29, 1999.
NOW THEREFORE, the undersigned do hereby declare and certify that a majority of the Board of Directors of the Corporation resolved by a special meeting of the Board of Directors, which was held on February 14, 2001, and a majority of the stockholders of the Corporation resolved by written consents dated February 14, 2001, in lieu of a special meeting of stockholders, to amend and to restate the entire text of the Articles as follows:
That we the undersigned, have this day voluntarily associated ourselves together for the purpose of amending the Articles of Incorporation, and to this end we do hereby certify:
FIRST: The name of this Corporation shall be
PREVENTION INSURANCE.COM
(Amended by Certificate filed September 29,1999.)
SECOND: The location of the principle office of this Corporation in the State of Nevada shall be at 2770 South Maryland Parkway, Suite 403A, in the City of Las Vegas, County of Clark, State of Nevada, and the Resident Agent in charge thereof is Ronald Hubel. (Amended by this Certificate.)
THIRD: The purpose for which said Corporation is formed, and the nature and objects to be accomplished and the business to be transacted and carried on by it are:
To engage in any lawful business, and to engage as Agent, Managing General Agent, and/or Broker in all classes of insurance now or hereafter permitted by statutes.
(Amended by Certificate filed March 14, 1991.)
FOURTH: The Corporation is authorized to issue Twenty-two Million (22,000,000) shares of capital stock consisting of:
1. Twenty Million (20,000,000) shares of Common Stock, par value $.01 per share (including all outstanding shares of common stock as of the effective date of this Amendment to the Articles of Incorporation); and
2. Two Million (2,000,000) shares of Preferred Stock, par value $.01 per share.
(Amended by this Certificate.)
FIFTH: No shareholder of the Corporation shall have any preemptive or preferential right of subscription to any shares of any class of the Corporation, whether now or hereafter authorized, or to any obligations convertible into shares of the Corporation, issued or sold, nor any right of subscription to any thereof other than such right, if any, and at such price as the Board of Directors, in its discretion from time to time may determine, pursuant to the authority hereby conferred by the Certificate of Incorporation, and the Board of Directors may issue shares of the Corporation or obligations convertible into shares without offering such issue either in whole or in part to the shareholders of the Corporation. Should the Board of Directors as to any portion of the shares of the corporation, whether now or hereafter authorized, or to any obligation convertible into shares of the Corporation, offer the same to the shareholders or any class thereof, such offer shall not in any way constitute a waiver or release of the right of the Board of Directors subsequently to dispose of other portions of such shares or obligations without so offering the same to shareholders. The acceptance of shares of the Corporation shall be a waiver of any such preemptive or preferential right which in the absence of this provision might otherwise be asserted by shareholders of the Corporation or any of them.
(Amended by Certificate filed May 23, 1983.)
SIXTH: No shares of the Corporation shall be subject to assessment to pay debts of the Corporation, and in this particular the Articles of Incorporation shall not be subject to amendment.
(Not amended.)
SEVENTH: The names and addresses of the respective incorporators signing the original Articles of Incorporation were as follows:
Name Address ---- ------- Dr. McLloyd Barney 5606 Raba Avenue, Las Vegas, Nevada Ronna Boucher 605 Oakmont, Las Vegas Nevada Hank Hardesty P.O. Box 390, Las Vegas, Nevada |
(Not amended.)
EIGHTH: This Corporation shall have perpetual existence.
(Not amended.)
NINTH: At all times each holder of common stock of the Corporation shall be entitled to one vote for each share of such stock outstanding in his name on the books of the Corporation. The holders of the common stock of the Corporation shall not have cumulative voting rights.
(Amended by Certificate filed May 23,1983.)
TENTH: The Corporation, by resolution or resolutions of the Board of Directors, shall have power to create and issue, whether or not in connection with the issue and sale of any shares or other securities of the Corporation, warrants, rights or options entitling the holders thereof to purchase from the Corporation any shares of any class or classes or any other shares of the Corporation, such warrants, rights or options to be evidenced by or in such instrument or instruments as shall be approved by the Board of Directors. The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price or prices (not less than the minimum amount prescribed by law, if any) at which any such warrants, rights or options may be issued and any such shares or other securities may be purchased from the Corporation upon the exercise of any such warrant, right or option shall be such as shall be fixed and stated in the resolution or resolutions of the Board of Directors providing for the creation and issue of such warrants, rights, or options. The Board of Directors is hereby authorized to create and issue any such warrants, rights, or options from time to time for such consideration, and to such persons, firms, or corporations, as the Board of Directors may determine.
(Amended by Certificate filed May 23, 1983.)
ELEVENTH: If any person, firm, or corporation, hereinafter referred to as the Tender Offeror, or any person, firm, or corporation controlling the Tender Offeror, controlled by the Tender Offeror, or under common control with the Tender Offeror or any group of which the Tender Offeror or any of the foregoing persons, firms, or corporations are members, or any other group controlling the Tender Offeror, controlled by the Tender Offeror, or under common control with the Tender Offeror owns of record, or owns beneficially, directly or indirectly, more than 10% of any class of equity security of this Company, then any merger or consolidation of the Company with the Tender Offeror, or any sale, lease, or exchange of substantially all of the assets of this Company or of the Tender Offeror to the other may not be effected unless a meeting of the shareholders of this Company is held to act thereon and the votes of the holders of voting securities of this Company representing not less than 66 2/3 % of the votes entitled to vote thereon voted in favor thereof. As used herein, the term group includes persons, firms, and corporations acting in concert, whether or not as a formal group, and the term equity security means any share or similar security; or any security convertible, with or without consideration, into such a security; or any such warrant or right. The foregoing is in addition to the requirements of the Nevada Corporation Law and may not be amended or repealed without a 66 2/3 % vote of the shareholders entitled to vote thereon.
(Amended by Certificate filed August 12, 1983.)
TWELFTH: The members of the Governing Board shall be styled "Directors" and their number shall not be less than three nor more than twelve. However, the Board of Directors may, from time to time, increase or decrease the number of Directors by amending the By-Laws of the corporation.
(Amended by Certificate filed July 20, 1983.)
THIRTEENTH: Each Director shall serve a term of one year from the date of the annual meeting at which he was elected, or until his successor is elected and qualified. In the event of the death, resignation or removal of a Director during his elected term of office his successor shall be elected to serve only until the expiration of the term of his predecessor. If a Director is elected by the Board of Directors to fill a vacancy caused by an increase in the number of Directors constituting the full Board of Directors, his term of office shall extend only until the next annual meeting of stockholders at which directors are elected.
(Amended by this Certificate.)
FOURTEENTH: The Corporation shall provide any indemnity required or permitted by the Laws of Nevada and shall indemnify directors, officers, agents, and employees as follows:
1. The Corporation shall indemnify any director or officer of the Corporation who was or is a party or is threatened to be made a party in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigation (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was such director or officer or an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was not unlawful.
2. The Corporation shall indemnify any directors or officers of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was such a director or officer or an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise,. Against expenses (including attorney's fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought, or any other court having jurisdiction in the premises, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the court shall deem proper.
3. To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in the defense of any action, suit, or proceeding referred to in paragraphs 1 or 2 of this Article FOURTEENTH or in the defense of any claims, issue, or matter therein, he shall be indemnified against expense (including attorney's fees) actually and reasonably incurred by him in connection therewith, without the necessity for the determination as to the standard of conduct as provided in paragraph 4 of this Article FOURTEENTH.
4. Any indemnification under paragraph 1 or 2 of this Article FOURTEENTH (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met this applicable standard of conduct in paragraph 1 or 2 of this Article FOURTEENTH. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding or (b) if such quorum is not obtainable or, even if obtainable, if such quorum of disinterested directors so directs, by independent legal counsel (who may be regular counsel for the Corporation) in a written opinion; and any determination so made shall be conclusive.
5. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in the particular case, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Section.
6. Agents and employees of the Corporation who are not directors or officers of the Corporation may be indemnified under the standards set forth above, in the discretion of the Board of Directors of the Corporation.
7. Any indemnification pursuant to this Article FOURTEENTH shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person.
(Amended by Certificate filed May 23, 1983.)
FIFTEENTH: Shares in other corporations held by this Corporation shall be voted by such officer or officers of this Corporation as the Board of Directors by a majority vote shall designate for that purpose, or by a proxy thereunto duly authorized by like vote of the Board, or in the absence of such designation, such shares shall be voted by such officer of the Corporation as the executive committee shall determine.
(Amended by Certificate filed May 23, 1983.)
SIXTEENTH: All shares of common stock of this Corporation outstanding as of April 28, 1983 (21,819 shares) shall be divided in the ratio of 36 shares for each share outstanding resulting in an aggregate of 1,300,000 shares authorized and 785,484 outstanding after said division.
(Amended by Certificate filed May 23, 1983 and clarified and restated by Certificate filed July 20, 1983.)
SEVENTEENTH The shares of Preferred Stock may be issued by the Board of Directors, from time to time, in one or more series, and with respect to each series the Board of Directors shall fix before issuance:
(a) the designation and the number of shares to constitute each series, (b) the liquidation rights, if any, (c) the dividend rights and rates, if any, (d) the rights and terms of redemption, if any, (e) whether the shares will be subject to the operation of a sinking or retirement fund, (f) whether the shares are to be convertible or exchangeable into other securities of the Corporation, (g) any preference to the holders of Preferred Stock which constitutes a subordination of the Common Stock with respect to the of any dividends, (h) the voting power, if any, in addition to the voting rights provided by law, of the shares, which voting power may be general or special and vary as permitted by law, and (i) such other provisions as shall not be inconsistent with the Corporation's Articles of Incorporation or the General Corporation Law of Nevada. All Preferred Stock shall be fully paid as issued and non-assessable.
(Amended by Certificate filed March 29, 1988.)
EIGHTEENTH: Except as hereinafter provided, the officers and directors of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer. This limitation on personal liability shall not apply to acts or omissions which involve intentional misconduct, fraud, knowing violation of law, or unlawful payment of dividends prohibited by Nevada Revised Statutes Section 78.300.
(Amended by Certificate filed March 29, 1988.)
DATED: February 20, 2001
/s/ Scott C. Goldsmith
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Scott C. Goldsmith, President
/s/ Aleene Goldsmith
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Aleene Goldsmith, Secretary
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STATE OF NEVADA
COUNY OF CLARK
On this 20th day of February, 2001, before me, a Notary Public in and for the County of Clark, State of Nevada, personally appeared SCOTT C. GOLDSMITH, proved to me to be the President, and ALEENE GOLDSMITH, proved to me to be the Secretary of PREVENTION INSURANCE.COM, and they acknowledged to me that they executed the same freely and voluntarily and for the uses and purposes therein mentioned.
IN WITNESS THEREOF, I have hereunto set my hand and affixed my official seal.
NOTARY PUBLIC STATE OF NEVADA /s/Alice J. Johnson
County of Clark --------------------
NOTARY PUBLIC
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Alice J. Johnson
Appt. No. 00-60560-1
My Appt. Expires September 10, 2003
EXHIBIT 3(ii)
BY-LAWS
OF
PREVENTION INSURANCE.COM
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation shall be located in the City of Las Vegas, County of Clark, Nevada.
Section 2. Other Offices. In addition to the principal office at 2770 S. Maryland Pky. #403A, Las Vegas, Nevada, other offices may also be maintained at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, where any and all business of the Corporation may be transacted, and where meetings of the stockholders and of the Directors may be held with the same affect as though done or held at said principal office.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of the stockholders, commencing with the year 2001, shall be held at the principal office of the Corporation at 2770 S. Maryland Pky. #403A, Las Vegas, Nevada, or at such other place as may be specified or fixed in the notice of such meetings on the August 1 of each and every year at 10:00 o'clock in the A.M>, for the election of directors and for the transaction of such other business as may properly come before said meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at the adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as may conveniently be had.
Section 2. Notice of Annual Meeting. The Secretary shall mail, in the manner provided in Section 5 of Article II of these By-Laws, or deliver a written or printed notice of each annual meeting to each stockholder of record, entitled to vote thereat, or may notify by telegram, at least ten and not more than sixty days before the date of such meeting.
Section 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Nevada as the place of meeting for any annual meting or for any special meeting called by the Board of Directors. A waiver of notice signed by all stockholders may designate any place either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meting shall be the principal office of the Corporation in the State of Nevada, except as otherwise provided in Section 6, Article II of these By-Laws, entitled "Meeting of All Stockholders."
Section 4. Special Meetings. Special meetings of the stockholders shall be held at the principal office of the Corporation or at such other place as shall be specified or fixed in a notice thereof. Such meetings of the stockholders may be called at any time by the President or Secretary, or by a majority of the Board of Directors then in office, and shall be called by the President with or without Board approval on the written request of the holders of record of at least fifty percent (50%) of the number of shares of the Corporation then outstanding and entitled to vote, which written request shall state the object of such meeting.
Section 5. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President or Secretary to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the records of the Corporation, with postage prepaid. Any stockholder may at any time, by a duly signed statement in writing to that effect, waive any statutory or other notice of any meeting, whether such statement is signed before or after such meeting.
Section 6. Meeting of All Stockholders. If all the stockholders shall meet at any time and place, either within or without the State of Nevada, and consent to the holding of the meeting at such time and place, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
Section 7. Quorum. At all stockholder's meetings, the presence in person or by proxy of the holders of a majority of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than seven nor more than twenty-one days later, and the Secretary shall thereupon give at least three days notice by mail to each stockholder entitled to vote who is absent from such meeting.
Section 8. Mode of Voting. At all meetings of the stockholders the voting may be voice vote, but any qualified voter may stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of he stockholder voting and the number of shares voted by him and, if such ballot be cast by proxy, it shall also state the name of such proxy; provided, however, that the mode of voting prescribed by statute for any particular case shall in such case be followed.
Section 9. Proxies. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at he meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specified therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Corporation. At no time shall any proxy be valid which shall be filed less than ten hours before the commencement of the meeting.
Section 10. Voting Lists. The officer or agent in charge of the transfer books for shares of the Corporation shall make, at least three days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order with the number of shares held by each, which list for a period of two days prior to such meeting shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any stockholder at any time during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof, kept in this state, shall be prima facie evidence as to who are the stockholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of stockholders.
Section 11. Closing Transfer Books or Fixing of Record Date. For the
purpose of determining stockholders entitled to notice or to vote at any meeting
of stockholders, the Board of Directors of the Corporation may provide that the
stock transfer books be closed for a stated period but not to exceed in any case
sixty (60) days before such determination. If the stock transfer books be closed
for the purpose of determining stockholders entitled to notice of a meeting of
stockholders, such books shall be closed for at least fifteen days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date in any case to be not more than sixty
(60) days, nor less than ten (10) days prior to the date on which the particular
action, requiring such determination of stockholders, is to be taken. If the
stock transfer books are not closed and no record date is fixed for
determination of stockholders entitled to notice of a meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determinations of shareholders.
Section 12. Voting of Shares. Subject to the provisions of Section 14 of this Article, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to vote at a meeting of stockholders.
Section 13. Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the By-Laws of such corporation may prescribe, or, in the absence of such provisions, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary either in person or by proxy, but no guardian, conservator or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court at which the receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares until shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of shares at any given time.
ARTICLE III
DIRECTORS
Section 1. General Powers. The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such directors shall in all cases act as a Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these By-Laws, the Articles of Incorporation and the laws of the State of Nevada. The Board of Directors shall further have the right to delegate certain other powers to the Executive Committee as provided in these By-Laws.
Section 2. The Number of Directors. The affairs and business of the Corporation shall be managed by a Board of Directors consisting of three (3) members, at least one of whom shall be a citizen of the United States, and all of whom shall be of full age.
Section 3. Election. The Directors of the Corporation shall be elected at the annual meeting of the stockholders, except as herein otherwise provided for filling vacancies. Each director shall hold office for a term of one year and until his successor shall have been duly chosen and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 4. Vacancies in the Board. Any vacancies in the Board of Directors occurring during the year through death, resignation, removal or other cause, including vacancies caused by an increase in the number of directors, shall be filled for the unexpired portion of the term at any special meeting of the Board called for that purpose, or at any regular meeting thereof; provided, however, that in the event the remaining directors do not represent a quorum of the number set forth in Section 2 hereof, a majority of such remaining directors may elect directors to fill any vacancies then existing.
Section 5. Directors Meetings. Annual meeting of the Board of Directors shall be held each year immediately following the annual meeting of stockholders. Other regular meetings of the Board of Directors shall from time to time by resolution be prescribed. No further notice of such annual or regular meeting of the Board of Directors need be given.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any to directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them.
Section 7. Notice. Notice of any special meeting shall be given at last twenty-four hours previous thereto by written notice if personally delivered, or five days previous thereto if mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 8. Chairman. At all meetings of the Board of Directors, the President shall serve as Chairman, or in the absence of the President, the directors present shall choose by majority vote a director to preside as Chairman.
Section 9. Quorum and Manner of Acting. A majority of the directors, whose number is designated in Section 2 herein, shall constitute a quorum for the transaction of business at any meeting and the act of a majority of the directors present shall be the act of the Board of Directors. In the absence of a quorum, the majority of the directors present may adjourn the meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. The directors shall act only as a Board and the individual directors shall have no power as such.
Section 10. Removal of Directors. Any one or more of the directors may be removed either with or without cause at any time by a vote or the written consent of the stockholders representing not less than two-thirds of the issued and outstanding capital stock entitled to voting power.
Section 11. Voting. At all meetings of the Board of Directors, each director is to have one vote, irrespective of the number of shares of stock he may hold.
Section 12. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board, and may be paid a fixed sum for attendance at meetings or a stated salary of directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 13. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by or registered certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. Number and Election. The Board of Directors may, in its discretion, appoint from its membership an Executive Committee of two or more directors, each to serve at the pleasure of the Board of Directors.
Section 2. Authority. The Executive Committee is authorized to take any action which the Board of Directors could take, except that the Executive Committee shall not have the power either to issue or authorize the issuance of shares of capital stock, to amend the By-Laws, or to take any action specifically prohibited by the BY-Laws, or a resolution of the Board of Directors. Ant authorized action taken by the Executive Committee shall be as effective as if it had been taken by the full Board of Directors.
Section 3. Regular Meetings. Regular meetings of the Executive Committee may be held within or without the State of Nevada at such time and place as the Executive Committee may provide from time to time.
Section 4. Special Meetings. Special meetings of the Executive Committee may be called at the request of the President or any member of the Executive Committee.
Section 5. Notice. Notice of any special meeting shall be given at least one day previous thereto by written notice, telephone, telegram or in person. Neither the business to be transacted at, nor the purpose of a regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. A member may waive notice of any meeting of the Executive Committee. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee: provided that if fewer than a majority of the members are present at said meeting a majority of the members present may adjourn the meting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Executive Committee, and said Committee shall keep regular minutes of its proceedings which shall at all times be open for inspection by the Board of Directors.
Section 8. Presumption of Assent. A member of the Executive Committee who is present at a meeting of the Executive Committee at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by or registered certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a member of the Executive Committee who voted in favor of such action.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Corporation shall be a President, a Vice President, a Treasurer and a Secretary and such other and subordinate officers as the Board of Directors may from time to time elect. One person may hold the office and perform the duties of one or more of said offices, except those of President and Secretary. No officer need be a member of the Board of Directors.
Section 2. Election, Term of Office, Qualifications. The officers of the Corporation shall be chosen by the Board of Directors and they shall be elected annually at the meeting of the Board of Directors held immediately after each annual meeting of stockholders except as hereinafter otherwise provided for filling vacancies. Each officer shall hold his office until his successor shall have been duly chosen and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors at any time whenever in its judgment the best interests of the Corporation would be served thereby, and such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies. All vacancies in any office shall be filled by the Board of Directors without undue delay, at any regular meeting, or at a meeting specially called for that purpose.
Section 5. The President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors. He may sign, with the Treasurer or with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation; and in general shall perform all the duties incident to the duties of the President, and such other duties as from time to time may be assigned to him by the Board of Directors.
Section 6. Vice President. The Vice President shall in the absence or incapacity of the President, or as ordered by the board of Directors, perform the duties of the President, or such other duties or functions as may be given to him by the Board of Directors from time to time.
Section 7. Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and deposit the same in the name of the Corporation in such bank or trust company as the Board of Directors may designate; he may sign or countersign all checks, drafts and orders for the payment of money and may pay out and dispose of same under the direction of the Board of Directors, and may sign or countersign all notes or other obligations of indebtedness of the Corporation; he may sign with the President or Vice President, certificates for shares of stock of the Corporation; he shall at all reasonable times exhibit the books and accounts to any director or stockholder of the Corporation under application at the office of the company during business hours; and he shall, in general, perform all the duties as from time to time may be assigned to him by the President or the Board of Directors. The Board of Directors may at its discretion require of each officer authorized to disburse funds of the Corporation a bond in such amount as it deems adequate.
Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and also the minutes of the meetings of the stockholders; he shall attend to the giving and serving of all notices of the Corporation and shall affix the seal of the Corporation to all certificates of stock, when signed and countersigned by the duly authorized officers; he may sign certificates for shares of stock of the Corporation; he may sign or countersign all checks, drafts and orders for the payment of money; he shall have charge of the certificate book and such other books and papers as the Board may direct; he shall keep a stock book containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereof; and he shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 9. Other Officers. The Board of Directors may authorize and empower other persons or other officers appointed by it to perform the duties and functions of the officers specifically designated above by special resolution in each case.
Section 10. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall respectively, as may be required by the Board of Directors, to give bonds for the faithful discharge of their duties, in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the President or Vice President certificates for shares of the capital stock of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries shall, in general, perform such duties as may be assigned to them by the Treasurer and Secretary respectively, or by the President or by the Board of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall indemnify all of its officers and directors, past, present and future, against any and all expenses incurred by them, and each of them, including but not limited to legal fees, judgments and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers or directors of this Corporation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors or approved by a loan committee appointed by the Board of Directors and charged with the duty of supervising investments. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolutions of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VIII
CAPITAL STOCK
Section 1. Certificates for Shares. Certificates for shares of stock of the Corporation shall be in such form as shall be approved by the incorporators or by the Board of Directors. The certificates shall be numbered in the order of their issue, shall be signed by the President or the Vice President and by the Secretary or the Treasurer, or by such other person or officer as may be designated by the Board of Directors; provided, however, that no certificate shall be both signed and countersigned by the same person; and the seal of the Corporation shall be affixed thereto, with said signatures of the said duly designated officers. Every certificate authenticated by a facsimile of such signatures and seal must be countersigned by a Transfer Agent to be appointed by the Board of Directors, before issuance.
Section 2. Transfer of Stock. Shares of the Stock of the Corporation may be transferred by the delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by written power of attorney to sell, assign, and transfer the same on the books of the Corporation, signed by the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary federal and state transfer tax stamps affixed and shall be transferable on the books of the Corporation upon surrender thereof so signed or endorsed. The person registered on the books of the Corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares.
Section 3. Regulations. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
Section 1. The Corporation shall be entitled to treat the holder of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other clam to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.
Section 2. Dividends on the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.
Section 3. The Board of Directors may close the transfer books in its discretion for a period not exceeding fifteen days preceding the date fixed for holding any meeting, annual or special of the stockholders, or the day appointed for the payment of a dividend.
Section 4. Before payment of ay dividend or making any distribution of profits, there may be set aside out of the funds of the Corporation available for dividends, such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate seal which shall be in the form of a Circle and shall bear the full name of the Corporation, the year of its incorporation and the words "Corporate Seal, State of Nevada."
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 30th day of April of each year.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of these By-Laws, or under he laws of the State of Nevada, or under the provisions of the Articles of Incorporation, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These by-Laws may be altered, amended or repealed and new By-Laws may be adopted at any regular or special meeting of the stockholders by a vote of the stockholders owning a majority of the shares and entitled to vote thereat. These By-Laws may also be altered, amended or repealed and new By-Laws may be adopted at any regular or special meeting of the Board of Directors of the Corporation (if notice of such alteration or repeal be contained in the notice of such special meeting) by a majority vote of the directors present at the meeting at which a quorum is present, but any such amendment shall not be inconsistent with or contrary to the provision of any amendment adopted by the stockholders,
EXHIBIT 4(i)
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PREVENTION Insurance.com
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK PAR VALUE $.91 PER
SHARE OF PREVENTION INSURANCE.COM transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and register by the Register. WITNESS the facsimile seal of the corporation and the facsimile signatures of its duly authorized officers.
Countersigned and Registered
By Transfer Agent
and Registrar
----------------------
Authorized Signature
|
Dated:
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Secretary President