UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
NEVADA HEALTH SCAN, INC.
(Exact name of registrant as specified in its charter)
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Delaware 27-4336843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1033 B Avenue No. 101
Coronado, California 92118
(Address of principal executive offices) (Zip code)
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Registrant's telephone number, including area code: (619) 767-0165
Copies to:
Daniel C. Masters, Esq.
P. O. Box 66 La Jolla, CA 92038
(858) 459-1133 - Tel
(858) 459-1103 - Fax
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock - $0.0001 Par Value
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND OF THE ISSUER AND ITS PREDECESSOR
Nevada Health Scan, Inc. (the "Company") will engage in the business of facilitating medical tourism by advertising the services of healthcare providers abroad; we are in the process of developing our medical tourism website which will be www.clubmedi.co. The Company's vision is to be a premier international medical tourism company with its initial focus on medical tourism to Mexico and, especially, to those cities in northern Baja California which are within approximately 50 miles of San Diego, California. It will seek to accomplish this by advertising the services of Mexican physicians, clinics, and hospitals and the development of web portals which introduce these physicians and facilities to potential patients. The Company's mission is to facilitate exceptional health care and services by highly qualified physicians and dentists and advanced state-of-the-art facilities in Mexico for a fraction of the cost of traditional healthcare in the US. The Company plans to work with outside consultants and contractors in the initial phases of business operations to develop the Company's websites, social networking, and medical partnerships. The Company also plans to work with marketing firms that specialize in search engine optimization ("SEO") and other means of trafficking new users to our websites. There is no certainty of the effectiveness these consultants and firms may have on the marketing and sales of the Company.
The Company was incorporated in Delaware on June 25, 2010 as part of the implementation of the Chapter 11 Bankruptcy plan of reorganization of AP Corporate Services, Inc. ("AP"). AP filed for Chapter 11 Bankruptcy in September 2008 in the U.S. Bankruptcy Court for the Central District of California. AP's plan of reorganization was confirmed by the Court on December 24, 2008 and became effective on January 4, 2009. This plan of reorganization provided, among other things, for the incorporation of the Company and the distribution of 1,085,000 shares in it to AP's bankruptcy creditors. The shares were distributed pursuant to section 1145 of the U.S. Bankruptcy Code. As stated in the Plan of Reorganization ordered by the Court, these shares were issued "to enhance the distribution to creditors," i.e. to enhance their opportunity to recover the losses they sustained in the AP bankruptcy.
The plan of reorganization also provided for the transfer to the Company of any interest which AP retained in the development of an MRI facility in Nevada. Plans for the development of such a facility were subsequently abandoned because of lack of capital. On June 15, 2012 the Company resolved to enter the medical tourism business with its initial focus on medical tourism to northern Baja California, Mexico.
MEDICAL TOURISM INDUSTRY
According to the Deloitte Center for Health Solutions ("DCHS"), there are many factors contributing to the evolution of the medical tourism industry. The first, and most significant, is the high price of medical procedures in the US. The second is the wait time for treatment experienced in Canada and many Western European countries. Other factors include the desire to access experimental treatments not available at home and the desire for greater confidentiality than may be feasible at home (e.g. HIV/AIDS treatment, gender re-assignment surgery, cosmetic surgery, etc.). The US, particularly, will be responsible for a large portion of the medical tourism industry as millions of Americans are either uninsured or under-insured. Costs for procedures in Mexico are often less than the insurance deductible and/or co-payment in the US, sometimes significantly so.
Medical tourism is experiencing growth in the US and abroad driven by disparity in cost for required and elective surgical and other medical treatments and procedures within and outside of the US. The Medical Tourism Association reported that over one million Americans traveled abroad for medical care in 2011 and the DCHS projects that outbound medical tourism could reach 1.6 million patients by the end of 2012, with sustainable annual growth of 35 percent. The Company intends to capitalize on the growth in this industry
through the development of our web-based platform and by developing relationships with hospitals and health care providers. We believe the website planned by the Company will make it easy for patients to navigate and obtain information regarding healthcare services available abroad, initially in Mexico, and will provide links to specific physicians, dentists, clinics, and hospitals outside the U.S.
The Company plans to initially provide links to healthcare providers in the Mexican state of Baja California. Tijuana, Baja California's largest city, is also the second largest city in Mexico and lies just 17 miles south of San Diego. Because of its size it is home to a large community of healthcare providers, and because of its proximity to San Diego it is already a major center for medical tourism. From this base the Company expects to continue growing its website to advertise and provide links to hospitals, clinics, and providers across Mexico.
COMPETITION
We will compete with a wide variety of companies in the medical tourism industry. These competitors range from established hospitals, medical tourism facilitators, and travel agencies, to other healthcare providers in the US and abroad. In addition, as the medical tourism industry grows and expands into other sectors such as travel and insurance, better financed and established entities may expand into, acquire, invest or continue to consolidate within the industry, thus increasing the competitive pressures we face.
ITEM 1A. RISK FACTORS
Our business is subject to numerous risk factors, including the following:
1. We have no operating history and no revenues or earnings from operations.
We have no assets and no revenues at this time. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the launch of our website. This may result in us incurring a net operating loss that will increase continuously until we are able to generate advertising revenue from our website. There is no assurance that we can sell advertising, or if we do, that it will be sufficient to meet our expenses.
2. We may not be able to continue to operate as a going concern.
Our auditors have expressed the opinion that we may not be able to continue as a going concern. Their opinion letter and the notation in the financial statements indicate that we do not have revenues, cash reserves, or other material assets and that we are relying on interest free loans and advances from our president and our vice president to meet our limited operating expenses. We may become insolvent if we are unable to pay our debts in the ordinary course of business as they become due.
3. Our website may not be commercially accepted which will adversely affect our revenues and profitability.
Our ability to establish our current website and to launch new ones bears risk. If we are not able to gain acceptance in the medical tourism and health care markets, we may not be able to generate meaningful revenue and may not be able to continue to operate. Our commercial success will also depend on our ability to market our websites which may require additional capital. If we cannot market effectively and we do not attract significant visitors to our websites, it will be difficult to recognize advertising revenue.
4. The competitive market in which we operate may make it very difficult to develop our medical tourism business.
Our focused industry is relatively new and is fragmented with low barriers to entry. This may have an adverse effect on our ability to compete and recognize advertising revenue since we may be competing against larger, more established entities, entities with existing expertise in the medical industry and entities with expertise in launching new websites. Such entities may be better funded or staffed than we are and may be able to enter the market more rapidly.
5. If we obtain financing, existing shareholder interests may be diluted.
If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our shareholders will be diluted. We currently have warrants outstanding which may make it more difficult for us to raise financing and may cause the market price of our common stock to decline because of the indeterminable overhang that is created if the exercise price represents a discount to market. In addition, any new securities could have rights, preferences and privileges senior to those of our common stock. Furthermore, we cannot assure you that additional financing will be available when and to the extent we require it or that, if available, it will be on acceptable terms.
6. Our success is dependent on our three officers and directors who have other full time employment, have limited experience, and will only devote limited time (part time) to working for the Company, all of which makes our future even more uncertain.
Dean Konstantine, Howard Behling and Josephine Resma, OUR three officers and directors, will serve without salary while maintaining other employment, at least until such time as the company has been profitable for three consecutive months. As of the date hereof, Mr. Konstantine and Ms. Resma are devoting no more than one hour per week to the affairs of the Company. Mr. Behling is spending approximately eight hours per week on the affairs of the Company, the development of its website, and the search for advertisers. Notwithstanding the limited availability of our three officers and directors, the loss of the services of any one of them would adversely affect development of our business and its likelihood of continuing in operation. We do not maintain key-man life insurance on any of our officers and directors and have no present plans to obtain this insurance.
7. Our president is also our principal shareholder and he will be able to approve all corporate actions without shareholder consent and will control our Company.
Our principal shareholder, Dean Konstantine, currently owns approximately 62% of our Common Stock. Because of this, he will have the controlling vote in all matters requiring approval by our shareholders, but not requiring the approval of the minority shareholders. In addition, he is now the Company's President and a director. Because he is the majority shareholder, he will be able to elect all of the members of our board of directors, allowing him to exercise significant control of our affairs and management. In addition, he may transact corporate business requiring shareholder approval, by written consent, without soliciting the votes of other shareholders.
8. We do not expect to pay dividends for the foreseeable future, and we may never pay dividends. Investors seeking cash dividends should not purchase our stock.
We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a
party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, investors seeking cash dividends should not purchase our common stock.
9. Our Common Stock may never be publicly traded and holders may have no ability to sell their shares.
There is no established public trading market for our shares of Common Stock, and there is no assurance that our Common Stock will be accepted for listing on the OTC Bulletin Board or in any other trading system in the future. There can be no assurance that a market for our Common Stock will be established or that, if established, a market will be sustained. Therefore, if you purchase our Common Stock you may be unable to sell the shares. Accordingly, you should be able to bear the financial risk of losing your entire investment.
Only market makers can apply to quote securities. A market maker who desires to initiate quotations in the OTC Bulletin Board system must complete an application (Form 211) (unless an exemption is applicable) and by doing so, will have to represent that it has satisfied all applicable requirements of the Securities and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority ("Finra") Bylaws. The OTC Bulletin Board will not charge us a fee for being quoted on the service. Finra rules prohibit market makers from accepting any remuneration in return for quoting issuers' securities on the OTC Bulletin Board or any similar medium. Finra will review the market maker's application (unless an exemption is applicable). If cleared, it cannot be assumed by any investor that any federal, state or self-regulatory requirements other than certain Finra rules and Rule 15c2-11 have been considered by Finra. Furthermore, the clearance should not be construed by any investor as indicating that Finra, the Securities and Exchange Commission, or any state securities commission has passed upon the accuracy or adequacy of the documents contained in the submission.
The OTC Bulletin Board is a market maker or dealer-driven system offering quotation and trading reporting capabilities - a regulated quotation service - that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting market makers or dealers in stocks.
10. Our shareholders may face significant restrictions on the resale of our Common Stock due to state "blue sky" laws.
There are state regulations that may adversely affect the transferability of our Common Stock. We have not registered our Common Stock for resale under the securities or "blue sky" laws of any state. We may seek qualification or advise our shareholders of the availability of an exemption. However, we are under no obligation to register or qualify our Common Stock in any state or to advise the shareholders of any exemptions.
Current shareholders, and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that there might be significant state restrictions upon the ability of new investors to purchase the Common Stock.
Blue sky laws, regulations, orders, or interpretations place limitations on offerings or sales of securities if such securities represent "cheap stock" previously issued to promoters or others. Our officers and directors, because they received stock at a price of $.0001 for each share, may be deemed to hold "cheap stock." These limitations typically provide, in the form of one or more of the following limitations, that such securities are:
(a) Not eligible for sale under exemption provisions permitting sales without registration to accredited investors or qualified purchasers;
(b) Not eligible for the transaction exemption from registration for non-issuer transactions by a registered broker-dealer;
(c) Not eligible for registration under the simplified small corporate offering registration (SCOR) form available in many states;
(d) Not eligible for the "solicitations of interest" exception to securities registration requirements available in many states;
(e) Not permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.
Virtually all 50 states have adopted one or more of these limitations, or other limitations or restrictions affecting the sale or resale of stock of "cheap stock" issued to promoters or others. Specific limitations on such offerings have been adopted in:
Alaska Nevada Tennessee Arkansas New Mexico Texas California Ohio Utah Delaware Oklahoma Vermont Florida Oregon Washington Georgia Pennsylvania Idaho Rhode Island Indiana South Carolina Nebraska South Dakota |
Any secondary trading market which may develop, may only be conducted in those jurisdictions where an applicable exemption is available or where the shares have been registered. Current shareholders and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that we are under no obligation to register the shares on behalf of our shareholders under the Securities Act of 1933, as amended.
11. Our Common Stock will be subject to significant restriction on resale due to federal penny stock restrictions.
The Securities and Exchange Commission has adopted rules that regulate broker or dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The penny stock rules also require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements will have the effect of reducing the level of trading activity in any secondary market for our stock, and accordingly, shareholders of our Common Stock will find it difficult to sell their securities, if at all.
ITEM 2. FINANCIAL INFORMATION
SELECTED FINANCIAL DATA
The Company was organized on June 25, 2010 and has had no revenues since inception. The Company's statement of operations for the period from June 25, 2010 (inception) through September 30, 2012 reflects the following:
From June 25, 2010
(Inception) through
September 30, 2012
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Revenues $ 0
Expenses 665,949
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Profit (Loss) $(665,949)
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
1) Liquidity: The Company had no cash and no liquid instruments at September 30, 2012. It is anticipated that we will incur nominal expenses in the implementation of the business plan described herein. Because we have no cash with which to pay these anticipated expenses, the president and vice president of the Company have agreed to pay these charges with their personal funds, as interest free loans to the Company or as capital contributions, provided they are officers of the Company at the time the obligation is incurred. However, this is a voluntary agreement; our president and vice president are not contractually obligated to pay these expenses. Loans totaling $2,500 have been made as of the date hereof.
2) Capital Resources: As noted above, the Company has no capital resources but will rely upon interest free loans or capital contributions from our president and vice president to meet its needs. Our president and vice president have agreed to pay these charges with their personal funds, provided they are officers of the Company at the time the obligation is incurred. However, this is a voluntary agreement; our president and vice president are not contractually obligated to pay these expenses.
3) Results of Operations: As noted above, the Company has conducted no operations other than organizational efforts, purchase of a domain name, preliminary work on website design, preliminary discussions with healthcare providers who are potential advertisers, preparation of this Form 10, and the audit of its financial statements.
4) Off-Balance Sheet Arrangements: The Company has no off balance sheet arrangements.
INFORMATION ABOUT MARKET RISK
At this time the Company is not subject to fluctuations in interest rates, currency exchange rates, or other financial market risks. Although our potential advertisers are in Mexico, it is our intent to sell advertising only in U.S. dollars, thus avoiding the risks of fluctuations in currency exchange rates. The Company has not made any sales, purchases, or commitments with foreign entities which would expose it to currency risks. Our president and vice president have agreed to make capital contributions or extend interest free loans to the Company as needed to meet obligations, provided they are officers of the Company at the time the obligation is incurred. However, this is a voluntary agreement; our president and vice president are not contractually obligated to pay these expenses.
ITEM 3. DESCRIPTION OF PROPERTY
We presently utilize minimal office space at 1033 B Avenue, No. 101, Coronado, California 92118. This space is provided to the Company by our vice president on a rent free basis, and it is anticipated that this arrangement will remain for at least the next six months.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners and of Management.
The following table sets forth the security and beneficial ownership for each class of our equity securities for all of our officers and directors and for any person who is known to be the beneficial owner of more than five (5%) percent of the Company as of the date hereof.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner of Class
-------------- ----- ----- --------
Common Dean Konstantine 10,000,000 62.11%
6845 Indiana Ave.
Riverside CA 92506
Common Howard Behling 5,000,000 31.05%
1033 B Ave. #101
Coronado, CA 92118
Common Josephine Resma 15,000 0.09%
12 Tintay's Place
Talamban Cebu
Philippines
Common All Officers and 15,015,000 93.26%
Directors as a Group
(three [3] individuals)
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Our directors and officers (and promoters, affiliates and control persons) are as follows:
Name Age Position
---- --- --------
Dean Konstantine 59 President/CEO/Director
Howard Behling 66 Vice President/Director
Josephine Resma 37 Secretary/Treasurer/CFO/Director
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The above listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. Officers of the Company serve at the will of the Board of Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.
RESUMES
Dean Konstantine, age 59, has been the President, CEO, and a Director of the Company since it was incorporated. Mr. Konstantine is also the Managing Director of Green Go Solar LLC, a company he formed in 2009 which is engaged in a joint venture with a Chinese based manufacturer of solar panels to import and sell those panels and also to develop a 37 megawatt solar photo-voltaic generation plant on 160 acres of Mojave Desert property near Los Angeles. From 2010 to 2011 he was the President, CEO, and a Director of E-Band Media, Inc. a reporting issuer which merged with and changed its name to Annec Green Refractories Corporation. From 2001 to 2009 he was president of Konstantine Enterprises, a development Company building sustainable green buildings with integrated solar photo-voltaic energy generating systems for residential and commercial use. Prior to his work in solar energy he was a deputy sheriff, chief deputy sheriff, and for six years he served as President of the Riverside County Sheriff's Association, the collective bargaining agent for approximately 2,500 members of the Riverside County Sheriff's Department. He also served in the U.S. Marine Corps.
Howard Behling, age 66, has been Vice President and a Director of the Company since June 15, 2012. Since 2005 Mr. Behling has been, and continues to be, an independent business consultant. Most of his clients have been in the construction or development industries, however for the past year he has also been consulting with healthcare providers in Baja California on medical tourism from the U.S. From 2000 to 2005 Mr. Behling was the Chairman and later President of AmeraMex International Inc., an international heavy equipment dealer. From 1997 through 1999 he was an officer and director of Veritec, Inc., an electronic identification company, and from 1989 to 1997 he was President of Hometrend, Inc., a real estate sales business. Between 1972 and 1989 Mr. Behling was employed as a stockbroker, first at E. F. Hutton & Co., then at Prudential Securities, and finally at Merrill Lynch. He earned his B.S. in Business Administration from California State University at Fullerton.
Josephine Resma, age 37, has been Secretary, Treasurer, CFO and a Director of the Company since it was incorporated. Ms. Resma holds an accounting degree and is a Registered Nurse in the Philippines. She has worked as a nurse at the Cebu City Medical Center since January 2008. From 2010 to 2011 she was the Secretary, Treasurer and a Director of E-Band Media, Inc. a reporting issuer which merged with and changed its name to Annec Green Refractories Corporation. From 2006 until March, 2010 she was also a nursing student at the Asian College of Technology where in March, 2010 she received her Bachelor of Science in Nursing degree. From 2003 to 2006 she was general manager of Metro Cebu Manpower Resources, an employment agency, and from 2000 to 2003 she was chief financial officer of Joyres Manpower Agency, also an employment agency. She previously held administrative and trainee positions at a hotel. She earned a Bachelor of Science in Accountancy from the University of Cebu in 2000 and her B.S.N. from Asian College of Technology in 2010. We believe that her education and experience in accounting and as a chief financial officer will be invaluable to the Company as a reporting issuer.
OTHER OFFERINGS
Both Dean Konstantine and Josephine Resma were directors and officers of E-Band Media, Inc., a reporting issuer, from April 2010 until early 2011. In early 2011 E-Band Media, Inc., merged with a Chinese company and changed its name to Annec Green Refractories Corporation. Howard Behling was an officer and director of Hometrend, Inc. (1989-1997), Veritec, Inc. (1997 - 1999), and Ameramex, Inc., (2000 - 2005), all of which were publicly traded companies.
CONFLICTS OF INTEREST
As noted above in their resumes, the Company's three officers and directors have other employment. Mr. Behling's work as a consultant has included consulting with healthcare providers in Mexico on medical tourism. He has agreed that all such providers seeking to advertise their services to potential medical tourists represent business opportunities for the Company and will be presented to the Company and only to the Company. Mr. Konstantine's and Ms. Resma's other activities are not expected to bring them into contact with healthcare providers seeking medical tourists, but both have agreed that should they learn of such providers they will be considered business opportunities for the Company and will be presented to the Company and only to the Company.
A potential conflict of interest may develop in the time which the officers and directors devote to this Company and to their other employment. We do not currently have an agreement as to the amount of time that will be devoted to the Company's affairs, however our three officers and directors have stated that they will devote such time as they believe necessary to the affairs of the business. Our vice president, Howard Behling, will be primarily responsible for development of the Company's business and he currently expects to devote approximately five hours per week to work on website design and meetings with healthcare providers who are potential advertisers.
The officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company. A breach of this requirement will be a breach of the fiduciary duties of the officer or director.
ITEM 6. EXECUTIVE COMPENSATION
The table below sets forth the compensation earned by our officers and directors since inception, June 25, 2010.
SUMMARY COMPENSATION TABLE
Stock All Other Name & Principal Position Year Salary Bonus Awards Compensation Total
------------------------- ---- ------ ----- ------ ------------ ----- Dean Konstantine 2010 0 0 $1,000 0 $1,000 President, CEO, Director Josephine Resma 2010 0 0 $ 2 0 $ 2 Sec. Treas. CFO, Director Howard Behling 2012 0 0 $ 500 0 $ 500 Vice President, Director |
No other compensation was paid to any of our officers and directors at any time.
None of our officers and directors has received any cash compensation for services rendered to the Company since its inception, nor are there any agreements in place to provide cash compensation to any officer or director. If the Company is profitable for at least three consecutive months this policy may be reevaluated. The above named officers received their shares in exchange for their services as officers. None received any additional shares in his/her capacity as a director of the Company. There are no plans to issue any of our officers any additional shares in the future, and there are no plans to issue any shares to any of our directors in the future.
The stock awards which the above named officers received have been valued at the par value of the stock issued to them which is $0.0001 per share. There is currently no market for the Company's securities, nor was there a market for them at the time these shares were granted. In the absence of any other reliable basis, management believes that valuing these shares at their par value is the most reasonable approach to valuation, and we believe this to have been the fair value of these awards as of the date of the grant.
We have no retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our officers and directors, and we have no employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In June 2010 the Company issued 10,000,000 shares of Common Stock to Dean Konstantine in consideration of his services and for costs advanced in incorporating the Company; these shares were valued at a total of $1,000 which is the total par value of the shares issued. Also in June 2010 the Company issued 15,000 shares to Josephine Resma in consideration of her services; these shares were valued at a total of $2 which is the rounded total par value of the shares issued. In June 2012 the Company issued 5,000,000 shares of Common Stock to Howard Behling in consideration of his services; these shares were valued at a total of $500 which is the total par value of the shares issued. No independent evaluation was made of the value of the stock issued or the services
rendered in any of these transactions. In each case, the stock issued was valued at $0.0001 per share, which is the par value of the shares. The basis for this valuation is discussed above in the notes following the table under Item 6, Executive Compensation.
All three of our officers and directors, Dean Konstantine, Howard Behling and Josephine Resma, should be considered promoters of the Company. Mr. Konstantine and Ms. Resma should be considered promoters because they have been officers and directors of the Company since its incorporation and, in the case of Mr. Konstantine, because of his ownership of 10,000,000 shares of our common stock, and in the case of Mr. Behling, because of his ownership of 5,000,000 shares of our common stock.
Because we have only three directors, Dean Konstantine, Howard Behling and Josephine Resma, and all three of our directors are also officers of the Company, our Company has no independent directors.
ITEM 8. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Price.
There is no trading market for our Common Stock at present and there has been no trading market to date. We do not have a trading symbol. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. The Company intends to request a broker-dealer to make application to Finra to have the Company's securities traded on the OTC Bulletin Board System or published, in print and electronic media or either, in the Pink Sheets, LLC ("Pink Sheets"), however there is no assurance that a broker-dealer will agree to make such application or, if one does, that Finra will provide us with a symbol.
If Finra does provide a trading symbol for our Common Stock the stock may be difficult to sell because of "penny stock" restrictions. The Securities and Exchange Commission adopted Rule 15g-9, which established the definition of a "penny stock," for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
There are currently 16,100,000 of the Company's common shares currently issued and outstanding. In addition there are 5,000,000 warrants to purchase common shares currently issued and outstanding. Each one warrant entitles the holder to purchase one common share of our stock. Thus the 5,000,000 warrants may, if exercised, result in the issuance of 5,000,000 common shares of our stock.
Of the 11,100,000 common shares currently issued and outstanding, 10,015,000 are restricted shares. None of these shares are eligible for resale absent registration or an exemption from registration. The Company has no plan to register these shares.
(b) Holders.
There are ninety-six (96) shareholders of record of the Company's Common Stock. Ninety-three (93) of these shareholders received their shares as a result of the bankruptcy of AP Corporate Services, Inc. In that case the Bankruptcy Court for the Central District of California ordered a total of 1,085,000 shares of the Company's stock to be distributed to the creditors of AP Corporate Services, Inc.
(c) Dividends.
The Company has not paid any cash dividends to date, and has no plans to do so in the immediate future.
(d) Securities authorized for issuance under equity compensation plans.
The Company has not authorized the issuance of any securities under any compensation plan.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
(a) Securities issued in bankruptcy.
1,085,000 shares of our common stock were distributed to 93 shareholders by order of the U.S. Bankruptcy Court for the Central District of California as part of the confirmed Plan of Reorganization of AP Corporate Services, Inc. (the "Debtor"). Plans for a joint venture to build and operate an MRI facility were developed by the Debtor through a subsidiary prior to the bankruptcy. The Court ordered the incorporation of the Company, the assignment to it of the plans to develop the MRI business, and ordered the Company's securities to be distributed to creditors of the Debtor in partial satisfaction of their claims against the Debtor and in order to enhance the creditors' opportunity for recovery.
5,000,000 warrants to purchase shares of our common stock were also distributed to creditors of the Debtor as part of the confirmed Plan of
Reorganization. The warrants consist of 1,000,000 "A Warrants" each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 "E Warrants" each convertible into one share of common stock at an exercise price of $5.00. All warrants are currently exercisable and may be exercised at any time prior to January 4, 2014.
The issuance of the 1,085,000 shares of common stock and the 5,000,000 warrants to purchase a total of 5,000,000 shares of common stock were issued in exchange for claims against the estate of AP Corporate Services, Inc. and were exempt from registration under the Securities Act of 1933, as amended, because they were issued under section 1145 of the Bankruptcy Code (Title 11 of the U.S. Code). In addition, we may have also relied upon section 3(a)(7) of the Securities Act of 1933 as a transaction ordered by a court as part of a bankruptcy reorganization.
(b) Securities issued in a private placement.
On June 25, 2010 the Company issued 10,015,000 restricted shares of its common stock to its initial two officers (10,000,000 shares to its President, Dean Konstantine, and 15,000 shares to its Secretary, Josephine Resma) all at par value (0.0001 per share) or a total of $1,002. On June 15, 2012 the Company issued an additional 5,000,000 restricted shares of its common stock to its Vice President, Howard Behling, also at par value (0.0001 per share) or $500. We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuance. We believed that Section 4(2) was available because:
- The issuance involved no underwriter, underwriting discounts or
commissions;
- We placed restrictive legends on all certificates issued;
- No sales were made by general solicitation or advertising;
- Sales were made only to accredited investors.
In connection with the above transactions, we provided the following to the investor:
- Access to all our books and records.
- Access to all material contracts and documents relating to our
operations.
- The opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given access.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company's authorized capital stock consists of 100,000,000 Common Shares, par value $0.0001 per share, and 20,000,000 Preferred Shares, par value $0.0001 per share. We have no other class of equity securities authorized, and we have no debt securities presently authorized. We have 16,100,000 Common Shares issued and outstanding as of the date of this filing and no Preferred Shares issued and outstanding as of the date of this filing. We also have warrants outstanding which are convertible into an additional 5,000,000 Common Shares. The warrants are currently exercisable and may be exercised or converted at any time prior to January 4, 2014.
All shares of our Common Stock have equal voting rights and, when validly issued and outstanding, are entitled to one vote per share in all matters to be voted upon by shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights. Cumulative voting in the election of directors is not permitted, which means that the holders of a majority of the issued and outstanding shares of Common Stock represented at any meeting at which a quorum is present will be able to elect the entire Board of Directors if they so choose and, in such event, the holders of the remaining shares of Common Stock will not be able to elect any directors. In the event of liquidation of the Company, each shareholder is entitled to receive a proportionate share of the Company's assets available for distribution to shareholders after the payment of liabilities and after distribution in full of preferential amounts, if any. Holders of the Common Stock are entitled to share pro rata in dividends and distributions with respect to the Common Stock, as may be declared by the Board of Directors out of funds legally available therefor. Our Board of Directors is authorized to issue our Preferred Stock in series and to fix the designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, or restrictions thereof.
In addition to the 16,100,000 Common Shares which we currently have
outstanding, there are 5,000,000 warrants outstanding, each of which is
convertible into one share of our Common Stock. These consist of 1,000,000 "A
Warrants" each convertible in to one share of common stock at an exercise price
of $1.00; 1,000,000 "B Warrants" each convertible in to one share of common
stock at an exercise price of $2.00; 1,000,000 "C Warrants" each convertible in
to one share of common stock at an exercise price of $3.00; 1,000,000 "D
Warrants" each convertible in to one share of common stock at an exercise price
of $4.00; and 1,000,000 "E Warrants" each convertible in to one share of common
stock at an exercise price of $5.00. All of the warrants are currently
exercisable; they will expire if unexercised on January 4, 2014 unless extended
by vote of the Board of Directors. All of these warrants were issued to
creditors of AP Corporate Services, Inc. by order of the Bankruptcy Court as
part of the Chapter 11 Plan of Reorganization of AP Corporate Services. The
warrants were distributed under an exemption from registration provided by
Section 1145 of Title 11 of the U.S. Code (the Bankruptcy Code).
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except for acts or omissions which involve intentional misconduct, fraud or known violation of law, there shall be no personal liability of a director or officer to the Company, or to its stockholders for damages for breach of fiduciary duty as a director or officer. The Company may indemnify any person for expenses incurred, including attorneys fees, in connection with their good faith acts if they reasonably believe such acts are in and not opposed to the best interests of the Company and for acts for which the person had no reason to believe his or her conduct was unlawful. The Company may indemnify the officers and directors for expenses incurred in defending a civil or criminal action, suit or proceeding as they are incurred in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount of such expenses if it is ultimately determined by a court of competent jurisdiction in which the action or suit is brought that such person is not fairly and reasonably entitled to indemnification for such expenses.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's audited financial statements are attached hereto.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are no disagreements with the findings of our accountant.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
The Company's audited financial statements as of September 30, 2012 and 2011 are filed herewith.
Exhibit:
3.1 Articles of Incorporation Filed herewith 3.2 Bylaws Filed herewith 4.1 Form of "A" Warrant Agreement Filed herewith 4.2 Form of "B" Warrant Agreement Filed herewith 4.3 Form of "C" Warrant Agreement Filed herewith 4.4 Form of "D" Warrant Agreement Filed herewith 4.5 Form of "E" Warrant Agreement Filed herewith 23.1 Consent of Anton & Chia, CPAs Filed herewith |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 27, 2012 NEVADA HEALTH SCAN, INC.
By: /s/ Dean Konstantine
---------------------------------
Dean Konstantine
President, CEO and Director
By: /s/ Josephine Resma
---------------------------------
Josephine Resma
CFO, Secretary, and Director
|
NEVADA HEALTH SCAN, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Stockholders' Equity F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 |
ANTON
& CHIA CERTIFIED PUBLIC ACOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders' of Nevada Health Scan, Inc.:
We have audited the accompanying balance sheets of Nevada Health Scan, Inc. (a development stage company) (the "Company") as of September 30, 2012 and 2011, and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended and for the period from June 25, 2010 (Inception) through September 30, 2012. 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 audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to the above present fairly, in all material respects, the financial position of Nevada Health Scan, Inc. as of September 30, 2012 and 2011, and the results of its operations and cash flows for the years then ended and for the period from June 25, 2010 (Inception) through September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has incurred an accumulated deficit of $665,949 from inception to September 30, 2012. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Anton & Chia, LLP -------------------------------- Newport Beach, California November 20, 2012 |
NEVADA HEALTH SCAN, INC.
(A Development Stage Company)
BALANCE SHEETS
September 30, September 30,
2012 2011
---------- ----------
ASSETS
Current assets
Cash $ -- $ --
---------- ----------
Total Current Assets $ -- $ --
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Related party payable $ 2,500 $ 2,500
---------- ----------
Total liabilities 2,500 2,500
---------- ----------
Stockholders' deficit
Preferred stock, $0.0001 par value, 20,000,000 shares authorized;
none issued and outstanding -- --
Common stock, $0.0001 par value, 100,000,000 shares authorized;
11,100,000 and 5,000,000 shares issued and outstanding 1,610 1,110
Additional paid-in capital 661,839 662,339
Accumulated deficit (665,949) (665,949)
---------- ----------
Total stockholders' deficit (2,500) (2,500)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -- $ --
========== ==========
|
The accompanying notes are an integral part of these financial statements.
NEVADA HEALTH SCAN, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the period from
June 25, 2010
For the year ended For the year ended (Inception) to
September 30, September 30, September 30,
2011 2011 2012
------------ ------------ ------------
Revenue $ -- $ -- $ --
Cost of revenue -- -- --
------------ ------------ ------------
Gross profit -- -- --
Operating expenses -- 2,500 665,949
------------ ------------ ------------
Loss before income tax -- (2,500) (665,949)
Income taxes -- -- --
------------ ------------ ------------
Net loss $ -- $ (2,500) $ (665,949)
============ ============ ============
Loss per share - basic and diluted -- --
============ ============
Weighted average shares - basic and diluted 12,565,753 11,100,000
------------ ------------
|
The accompanying notes are an integral part of these financial statements.
NEVADA HEALTH SCAN, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Additional Total
Common Stock Paid In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------ ------ ------- ------- ------
Balance, June 25, 2010 (Date of Inception) -- $ -- $ -- $ -- $ --
Common stock isssued per court order 1,085,000 108 118,190 -- 118,298
Warrants issued per court order -- -- 545,151 -- 545,151
Common stock issued to officers 10,015,000 1,002 (1,002) -- --
Net loss -- -- -- (663,449) (663,449)
---------- ------- --------- ---------- ---------
Balance September 30, 2010 11,100,000 1,110 662,339 (663,449) --
Net loss -- -- -- (2,500) (2,500)
---------- ------- --------- ---------- ---------
Balance, September 30, 2011 11,100,000 1,110 662,339 (665,949) (2,500)
Common stock issued to officers 5,000,000 500 (500) -- --
Net loss -- -- -- -- --
---------- ------- --------- ---------- ---------
Balance, September 30, 2012 16,100,000 $ 1,610 $ 661,839 $ (665,949) $ (2,500)
========== ======= ========= ========== =========
|
The accompanying notes are an integral part of these financial statements.
NEVADA HEALTH SCAN, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the period from
June 25, 2010
For the year ended For the year ended (Inception) to
September 30, September 30, September 30,
2011 2011 2012
---------- ---------- ----------
OPERATING ACTIVITIES
Net loss $ -- $ (2,500) $ (665,949)
Adjustment to reconcie net income to cash flows
provided by operating activities:
Common stock issued per court order -- -- 118,298
Warrants issued per court order -- -- 545,151
Changes in operating assets and liabilities
Accrued liabilities -- -- --
---------- ---------- ----------
Net cash used in operating activities -- (2,500) (2,500)
---------- ---------- ----------
FINANCING ACTIVITIES
Proceeds of loan from related party -- 2,500 2,500
Common stock Issuance for officers and court order -- --
Discount on common stock --
---------- ---------- ----------
Net cash used in financing activities -- 2,500 2,500
---------- ---------- ----------
Net change in cash -- -- --
Cash at beginning of period -- -- --
---------- ---------- ----------
Cash at end of period $ -- $ -- $ --
========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Issuance of common stock to officers at discount 500 --
|
The accompanying notes are an integral part of these financial statements.
NEVADA HEALTH SCAN, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. NATURE AND BACKGROUND OF BUSINESS
Nevada Health Scan, Inc. ("the Company" or "the Issuer") was organized under the laws of the State of Delaware on June 25, 2010. The Company was established as part of the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP"). Under AP's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company was incorporated to: (1) receive and own any interest which AP had in the development of an MRI scanning facility (AP never had a financial interest, merely a business plan); and (2) issue shares of its common stock to AP's general unsecured creditors, to its administrative creditors, and to its shareholders.
On June 15, 2012 the Company resolved to enter the medical tourism business. It has established "Club Medi.co" as its DBA and is in the process of developing a website called www.clubmedi.co where it will sell advertising to physicians, dentists, clinics, and hospitals outside the United States. The Company's initial focus is on healthcare provided in Mexico and especially in the Mexican state of Baja California which borders San Diego. The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF PRESENTATION
The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and include all the notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation of the financial statements have been included.
b. LOSS PER SHARE
The Company computes net loss per share in accordance with the FASB Accounting Standards Codification ("ASC"). The ASC specifies the computation, presentation and disclosure requirements for loss per share for entities with publicly held common stock.
Basic loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. The equity instruments such as warrants were not included in the loss per share calculations because the inclusion would have been anti-dilutive.
c. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
d. CASH and CASH EQUIVALENT
For the Balance Sheet and Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. The Company has no cash equivalents as of September 30, 2012 and 2011.
e. INCOME TAXES
Income taxes are provided in accordance with the FASB Accounting Standards Classification. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
f. IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
NOTE 3. GOING CONCERN
The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The president and vice president have committed to advancing certain operating costs of the Company.
NOTE 4. STOCKHOLDERS' EQUITY COMMON STOCK
The authorized share capital of the Company consists of 100,000,000 shares of common stock with $0.0001 par value, and 20,000,000 shares of preferred stock also with $0.0001 par value. No other classes of stock are authorized.
COMMON STOCK: As of September 30, 2012, there were a total of 16,100,000 common shares issued and outstanding.
The Company's first issuance of common stock, totaling 1,085,000 shares, took place on June 25, 2010 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. ("AP"). The Court ordered the distribution of shares in Nevada Health Scan, Inc. to all general unsecured creditors of AP, with these creditors to receive their PRO RATA share (according to amount of debt held) of a pool of 80,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all shareholders of AP, with these shareholders to receive their PRO RATA share (according to number of shares held) of a pool of 5,000 shares in the Company. The Court also ordered the distribution of shares in the Company to all administrative creditors of AP, with these creditors to receive one share of common stock in the Company for each $0.10 of AP's administrative debt which they held. The value of these shares was calculated by the intrinsic value. AP has a total claim of $ 743,449 by the unsecured creditors and $80,000 cash were settled at the date of liquidation. The remaining claims were settled by the issuance of common stock and warrants issued per court order. The Company allocates the remaining claims of $663,449 to the common stock and warrants issued.
The Court also ordered the distribution of five million warrants in the Company to all administrative creditors of AP, with these creditors to receive five warrants in the Company for each $0.10 of AP's administrative debt which they held. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A Warrants" each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 "E Warrants" each convertible into one share of common stock at an exercise price of $5.00. All warrants are exercisable at any time prior to January 4, 2014. This warrant distribution also took place on June 25, 2010.
Also on June 25, 2010 the Company issued a total of 10,015,000 common shares to two officers and directors as founders share and it is recorded as a discount to common stock.
On June 15, 2012 the Company issued a total of 5,000,000 common shares to an officer and director as founder shares and it is recorded as a discount to common stock.
As a result of these issuances there were a total 16,100,000 common shares issued and outstanding, and a total of 5,000,000 warrants to acquire common shares issued and outstanding, at June 30, 2012.
PREFERRED STOCK: The authorized share capital of the Company includes 20,000,000 shares of preferred stock with $0.0001 par value. As of June 30, 2012 no shares of preferred stock had been issued and no shares of preferred stock were outstanding.
NOTE 5. INCOME TAXES
The Company has had no business activity and made no U.S. federal income tax provision since its inception on June 25, 2010.
NOTE 6. RELATED PARTY TRANSACTIONS
As set forth in Note 4 above, on June 15, 2012 a total of 5,000,000 common shares were issued to the Company's Vice President as founder shares. Also as set forth in Note 4, on June 25, 2010 a total of 10,015,000 common shares were issued to the Company's President and Secretary as founder shares.
During the year ended June 30, 2011, the President of the Company advanced $2,500 to cover certain expenses; this cash advance was evidenced by a non-interest bearing Note.
The Company neither owns nor leases any real or personal property. The Vice President of the corporation provides office space and services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.
NOTE 7. WARRANTS
On June 25, 2010 (inception), the Company issued 5,000,000 warrants exercisable into 5,000,000 shares of the Company's common stock. These warrants were issued per order of the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. ("AP") to the administrative creditors of AP. These creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A Warrants" each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one share
of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 "E Warrants" each convertible into one share of common stock at an exercise price of $5.00. All warrants are exercisable at any time prior to January 4, 2014. As of the date of this report, no warrants have been exercised.
The value of these warrants was calculated by the intrinsic value. AP has a total claim of $ 743,449 by the unsecured creditors and $80,000 cash were settled at the date of liquidation. The remaining claims were settled by the issuance of common stock and warrants issued per court order. The Company allocate the remaining claims of $663,449 to the common stock and warrants issued.
NOTE 8. COMMITMENT AND CONTIGENTCY
There is no commitment or contingency to disclose during the period ended September 30, 2012.
NOTE 9. SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through November 20, 2012, the date the financial statements were available to be issued, and identified no events or transactions that required recognition or disclosure.
EXHIBIT 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:36 PM 06/25/2010
FILED 04:36 PM 06/25/2010
SRV 100693027 - 4841319 FILE
Certificate Of Incorporation
Of
Nevada Health Scan, Inc.
FIRST: The name of the corporation shall be: Nevada Health Scan, Inc.
SECOND: The address of its registered office in the State of Delaware is 1201 Orange Street, Suite 600 in the City of Wilmington, County of New Castle, 19899. The name of its registered agent at such address is InCorp Services, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The corporation shall have the authority to issue one hundred million shares of common stock with a par value of $0.0001 and twenty million shares of preferred stock with a par value of $0.0001. The preferred stock may be issued in series, each of which may have such voting powers and such designations, preferences and relative, participating, optional or other special rights, and qualifications, or restrictions thereof, as shall be stated in the resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by this provision of its certificate of incorporation.
FIFTH: The name and mailing address of the incorporator is Daniel C. Masters, Attorney at Law, P. O. Box 66, La Jolla, California 92038.
SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the corporation.
SEVENTH: No director of the corporation shall be personal liable to the corporation or its shareholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law, (a) for breach of the director's duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to Section 174 of the Delaware General Corporation Law, or (d) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed and signed and acknowledged this certificate of incorporation this 25th day of June, 2010.
BY: /s/ Daniel C. Masters
--------------------------------
Incorporator
NAME: Daniel C. Masters
Attorney at Law
|
EXHIBIT 3.2
CORPORATE BY-LAWS
OF
NEVADA HEALTH SCAN, INC.
OFFICES
I - The registered office of the corporation shall be in the State of Delaware. The resident agent in charge thereof shall be appointed by the Board of Directors. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.
CORPORATE SEAL
2. The corporation may transact any and all business without the need for a corporate seal. If a seal is required by law, the corporation may use a facsimile where inscribed therein is the name of the corporation, the year of its incorporation, and the words "Corporate Seal, Delaware". In its discretion, the Board is permitted to acquire and use a true seal setting forth the information noted above.
MEETING OF STOCKHOLDERS
3. The annual meeting of stockholders for the election of directors shall be held on a day during the first six months of each fiscal year, at a time, and at a place all as set by the Board of Directors. At said meeting the stockholders shall elect by plurality vote, a Board of Directors, and may transact such other business as may come before the meeting.
4. Special meetings of the stockholders may be called at any time by the President, and shall be called by the President or Secretary on the request in writing of a majority of the directors or at the request in writing of a majority in voting interest of stockholders entitled to vote.
5. All meetings of the stockholders for the elections of directors shall be held at the office of the corporation in the State of Delaware, or at such other place as may be fixed by the Board of Directors, provided that at least ten days' notice be given to the stockholders of the place so fixed. All other meetings of the stockholders shall be held at such place or places, within or without the State of Delaware, as may from time to time be fixed in the notices or waivers of notice thereof.
6. Stockholders of the corporation entitled to vote shall be such persons as are registered on the stock transfer books of the corporation as owners of stock. The Board of Directors may set a record date for annual meetings, but such record date may not be more than 45 days prior to the annual meeting.
7. A complete list of stockholders entitled to vote, arranged in alphabetical order, shall be prepared by the Secretary or Transfer Agent and shall be open to the examination of any stockholder at the place of election during the whole time of the election.
8. Each stockholder entitled to vote shall, at every meeting of the stockholders, be entitled to one vote for each share held. Each stockholder entitled to vote may vote in person or by proxy signed by the stockholder, but no proxy shall be voted on or after three years from its date, unless it provides for a longer period. Such right to vote shall be subject to the right of the Board of Directors to fix a record date for stockholders as provided by these By-Laws.
9. The holders of 30% of the stock issued and outstanding and entitled to vote at a meeting of the stockholders, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
10. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question properly brought before such meeting, unless the question is one which by express provision of the statutes of the State of Delaware or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
11. Notice of all meetings shall be mailed by the Secretary to each stockholder of record entitled to vote at his last known post office address, for annual meetings fifteen days and for special meetings ten days prior thereto.
12. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
13. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of voters that would be necessary to authorize or take such
action at a. meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent, shall be given to those stockholders who have not consented in writing.
DIRECTORS
14. The property and business of the corporation shall be managed and controlled by the Board of Directors.
15. The directors shall hold office until the next annual election and until their successors are elected and qualified. Directors shall be elected by the stockholders, except that if there be any vacancies on the Board of Directors by reason of death, resignation, or otherwise, or if there be any newly created directorships resulting from any increase in the number of directors, such vacancies or newly created directorships may be filled for the unexpired term by a majority of the directors then in office, though less than a quorum.
POWERS OF DIRECTORS
16. The Board of Directors shall have all such powers as may be exercised by directors of a Delaware corporation, subject to the provisions of the statutes of Delaware, the Certificate of Incorporation, and the By-Laws.
MEETINGS OF DIRECTORS
17. After each annual election of directors, the newly elected directors may meet for the purpose of organization, the election of officers, and the transaction of other business, at such time and place as shall be fixed by the stockholders at the annual meeting, and, if a majority of the directors be present at such place and time, no prior notice of such meeting will be required to be given to the directors. The place and time of such meeting may also be fixed by written consent of the directors.
18. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.
19. Special meetings of the directors may be called by the president on two days' notice in writing or on one days notice by telegram to each director and shall be called by the president in like manner on the written request of two directors.
20. Special meetings of the directors may be held within or without the State of Delaware at such place as is indicated in the notice or waiver of notice thereof.
21. A majority of the directors in office at the time of any regular or special meeting shall constitute a quorum.
22. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.
23. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear one another, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES
24. The Board of Directors may, by resolution, create committees from time to time, which committees shall have and may exercise all the powers and authority of the Board of Directors to manage the business and affairs of the corporation. However, the committees shall not have the power to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution, amend the By-Laws of the corporation; and, unless a resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power to declare a dividend or authorize the issuance of stock.
INDEMNIFICATION
25. The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.
OFFICERS OF THE CORPORATION
26. The officers of the corporation shall be a president, a secretary, a treasurer, and such other officers as may from time to time be chosen by the Board of Directors. All offices may be held by the same person.
27. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer chosen or appointed by the Board of Directors may be removed either with or without cause at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors.
28. In case of the absence or disability of any officer of the corporation, or for any other reason deemed sufficient by a majority of the Board of Directors, the duties of that officer may be delegated by the Board of Directors to any other officer or to any director.
INDEMNIFICATION
29. The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise. Such indemnification shall apply both as to action in his official capacity of one holding office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person."
SECRETARY
30. The secretary shall attend all meetings of the corporation, the Board of Directors, and its committees. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. He shall have custody of the corporate seal of the corporation and shall have authority to affix the seal to any instrument requiring it and when so affixed, it may be attested by his signature. He shall give proper notice of meetings of stockholders and directors and shall perform other such duties as shall be assigned to him by the president or the Board of Directors.
TREASURER
31. The treasurer shall have custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
32. The treasurer shall disburse such funds of the corporation as may be ordered by the Board or the president, taking proper vouchers for such disbursements, and shall render to the president and directors, whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation, and at the regular meeting of the Board next preceding the annual members meeting, a like report for the preceding year.
33. The treasurer shall keep an account of stock registered and transferred in such manner subject to such regulations as the Board of Directors may prescribe.
34. The treasurer shall give the corporation a bond if required by the Board of Directors in such sum and with security satisfactory to the Board of Directors for the faithful performance of the duties of his office and the restoration to the corporation, in the case of his death, resignation, or
removal from office, of all books, paper, vouchers, money and other property of whatever kind in his possession, belonging to the corporation. He shall perform such other duties as the Board of Directors or executive committee may from time to time prescribe or require.
PRESIDENT
35. The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the stockholders and the Board of Directors, and shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.
36. The president shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
STOCKS
37. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the president or secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares, and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefore, and the amount paid thereon, shall be specified.
38. Any or all of the signatures on the certificates may be facsimile.
39. 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, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming their certificate of stock to be lost, stolen or destroyed. The Board of Directors may, in its discretion and as a condition precedent to the issuance thereof; require the owner of such lost, stolen, or destroyed certificate or certificates to 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, stolen, or destroyed.
CHECKS
40. All checks, drafts, or orders for the payment of money shall be signed by the treasurer or by such other officer or officers as the Board of Directors may from time to time designate. No check shall be signed in blank.
BOOKS AND RECORDS
41. The Books, accounts, and records of the corporation, except as otherwise required by the laws of the State of Delaware, may be kept within or without the State of Delaware, at such place or places as may from time to time be designated by the By-Laws or by the resolutions of the directors.
NOTICES
42. Notice required to be given under the provisions of these By-Laws to any director, officer or stockholder, shall not be construed to mean personal notice, but may be given in writing by depositing the same in a post office or letter box, in a post-paid sealed wrapper, addressed to such stockholder, officer, or director at such address as appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall thus be mailed. Any stockholder, officer, or director, may waive, in writing, any notice required to be given under these By-Laws, whether before or after the time stated therein.
DIVIDENDS
43. Dividends upon the capital stock of the corporation, subject to the Certificate of incorporation, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation.
44. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the best interest of the corporation. The directors may modify or abolish any such reserve in the manner by which it was created.
FISCAL YEAR
45. The fiscal year of the corporation shall be determined by the Board of Directors.
AMENDMENT OF BY-LAWS
46. These By-Laws may be amended, altered, repealed, or added to at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting called for that purpose, by affirmative vote of a majority of the stockholders entitled to vote, or by affirmative vote of a majority of the whole board, as the case may be.
47. Any and all disputes and controversies by and between the shareholders or the directors arising out of or with respect to the business of or affecting the affairs of the corporation, which disputes and controversies cannot be resolved under the terms of the corporate By-Laws or Certificate of Incorporation, because of a tie vote or deadlock between the directors and shareholders shall be settled by arbitration in the following manner. Each side of the dispute shall be entitled to name one arbitrator and both arbitrators so named shall together agree upon a third arbitrator, with the findings of the arbitration panel to be binding upon all parties to the dispute. Unless otherwise mutually agreed by the parties the arbitration shall take place in accordance with and subject to the provisions of the Delaware Uniform Arbitration Act., 10 Del. C. "5701 et.seq.
EXHIBIT 4.1
NEVADA HEALTH SCAN, INC.
(A DELAWARE CORPORATION)
"A" WARRANT CERTIFICATE
WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________
CLASS"A" WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON
STOCK OF NEVADA HEALTH SCAN, INC. THESE SECURITIES WERE ISSUED EXEMPT FROM
REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.
FOR VALUE RECEIVED, Nevada Health Scan, Inc. (the "Company"), a Delaware corporation, hereby certifies that _________________________________ the registered holder hereof, or registered assigns, (the "Holder") subject to the terms and conditions hereinafter set forth, and at any time during the period beginning on the date hereof and ending on January 4, 2014, is entitled to:
1. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $1.00 per share of such Common Stock (the "Warrant Price") or
2. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at such price as may be determined by vote of the Board of Directors, provided that such price is not higher than $1.00 per share of such Common Stock.
3. Convert these Warrants, in whole or in part, into that number of shares of Common Stock of the Company determined by dividing (a) the aggregate fair market value, as of the date of conversion, of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants to be converted minus the aggregate Warrant Price of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants by (b) the said fair market value of one share of the Common Stock of the Company. For the purposes of conversion of these Warrants, fair market value shall be the value determined in accordance with the following provisions:
a. If the Common Stock of the Company is not at the time listed or admitted on any stock exchange but is traded on the Nasdaq National Market System or SmallCap Market or is quoted on the OTC Bulletin Board, the fair market value shall be the closing selling price per share of such common stock on the date in question, as such price is reported by the National Association of Securities Dealers through, in order of preference, the Nasdaq National Market System, the SmallCap Market, or the OTC Bulletin Board, or any successor system. If there is not a closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
b. If the common stock is at the time listed or admitted to trading on any stock exchange, the fair market value shall be the closing selling price per share of such common stock on the date in question on the stock exchange determined by the Board of Directors of the Company to be the primary market for such common stock, as such price is officially quoted in the composite tape of transactions on the exchange. If there is no closing selling price for such common stock on the date in question then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
c. If the common stock is at the time neither listed nor admitted to trading on any exchange nor traded on the Nasdaq National Market System nor the SmallCap Market, nor traded on the OTC Bulletin board, then such fair market value shall be determined by the Board of Directors of the Company after taking into account such factors as the Board of Directors of the Company shall deem appropriate.
4. Upon exercise or conversion of these Warrants, the registered Holder hereof shall surrender to the stock transfer agent of the Company this Warrant Certificate together with a letter identifying the number of warrant shares being exercised or converted, the address to which the share certificate should be sent, and a certified check or bank draft payable to the order of the Company.
5. In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.
6. The Company covenants and agrees that shares of Common Stock which may be delivered upon the exercise or conversion of this Warrant will, upon delivery, be free from all taxes, liens and charges with respect to the purchase thereof hereunder.
7. This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.
8. The Company agrees at all times to reserve or hold available a sufficient number of shares of its Common Stock to cover the number of shares issuable upon the exercise or conversion of this and all other Warrants of like tenor then outstanding.
9. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company, or to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue in respect of this Warrant or the interest represented hereby, or the shares which may be acquired hereunder, until or unless, and except to the extent that this Warrant shall be exercised or converted, and the Common Stock which may be acquired upon exercise or conversion thereof shall become deliverable.
10. The Warrants are not redeemable nor cancellable by the Company.
11. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to acquire the number of shares which, may be acquired hereunder, each of such new Warrants to represent the right to acquire such number of shares as may be designated by the registered Holder at the time of such surrender.
12. The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.
13. Notwithstanding any other provision governing the Warrants, if as of the date of exercise, the Company has registered its Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended, the Holder may not exercise these Warrants to the extent that immediately following such exercise the Holder would beneficially own more than 4.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Holder that following such exercise it would not beneficially own more than 4.99% of the outstanding Common Stock of the Company shall be conclusive and binding upon the Company.
14. The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:
a. If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased in each instance.
b. If the Company shall distribute to all of the holders of its shares of Common Stock any security (except as provided in the preceding paragraph) or other assets (other than a distribution made as a dividend payable out of earnings or out of any earned surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company), the Board of Directors shall be required to make such equitable adjustment in the Warrant Price in effect immediately prior to the record date of such distribution as may be necessary to preserve to the Holder of this Warrant rights substantially proportionate to those enjoyed hereunder by such Holder immediately prior to the happening of such distribution. Any such adjustment shall become effective as of the day following the record date for such distribution.
c. Whenever the number of shares of Common Stock which may be acquired upon the exercise of this Warrant is required to be adjusted as provided herein, the Warrant Price shall be adjusted (to the nearest cent) in each instance by multiplying such Warrant Price immediately prior to such adjustment by a fraction the numerator of which shall be the number of shares of Common Stock which may be acquired hereunder upon the exercise of the Warrants immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock which may be acquired hereunder immediately thereafter.
d. In case of any reclassification of the outstanding shares of Common Stock, other than a change covered by paragraph (14a) above or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other that a consolidation merger in which the Company is the continuing corporation and which does not result in any reclassification or capital reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expirations of the respective rights of exercise of the Warrant) to receive upon the exercise thereof using the same aggregate Warrant Price applicable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property receivable upon such reclassification, capital reorganization, merger or consolidation, or upon the dissolution following any sale or other transfer, which a holder of the number of shares of Common Stock of the Company would obtain upon exercise of the Warrants immediately prior to such event; and if any classification also results in a change in shares of Common Stock covered by paragraph (14a) above, then such adjustment shall be made pursuant to both paragraph (14a) above and this paragraph (14d). The provisions of this paragraph (14d) shall similarly apply to successive reclassifications, or capital reorganizations, mergers or consolidations, sales or other transfers.
e. In case of the dissolution, liquidation or winding-up of the Company, all rights under any of the Warrants not theretofore exercised nor converted nor expired by their terms shall terminate on a date fixed by the Company, such date so fixed to be not earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and not later than thirty (30) days after such commencement date. Notice of the termination of purchase rights shall be given to the registered Holder of this Warrant as the same shall appear on the books of the Company, by certified or registered mail at least thirty (30) days prior to such termination date.
f. In case the Company shall, at any time prior to the Expiration Date of the Warrants, and prior to the exercise or conversion thereof, offer to the holders of its Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered Holder of this Warrant not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the registered Holders hereof to participate in such offer or
subscription shall terminate if this Warrant shall not be exercised or converted on or before the date of such closing of the books or such record date.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.
By ___________________________ Its Secretary
EXHIBIT 4.2
NEVADA HEALTH SCAN, INC.
(A DELAWARE CORPORATION)
"B" WARRANT CERTIFICATE
WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________
CLASS "B" WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON
STOCK OF NEVADA HEALTH SCAN, INC. THESE SECURITIES WERE ISSUED EXEMPT FROM
REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.
FOR VALUE RECEIVED, Nevada Health Scan, Inc. (the "Company"), a Delaware corporation, hereby certifies that _________________________________ the registered holder hereof, or registered assigns, (the "Holder") subject to the terms and conditions hereinafter set forth, and at any time during the period beginning on the date hereof and ending on January 4, 2014, is entitled to:
1. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $2.00 per share of such Common Stock (the "Warrant Price") or
2. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at such price as may be determined by vote of the Board of Directors, provided that such price is not higher than $2.00 per share of such Common Stock.
3. Convert these Warrants, in whole or in part, into that number of shares of Common Stock of the Company determined by dividing (a) the aggregate fair market value, as of the date of conversion, of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants to be converted minus the aggregate Warrant Price of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants by (b) the said fair market value of one share of the Common Stock of the Company. For the purposes of conversion of these Warrants, fair market value shall be the value determined in accordance with the following provisions:
a. If the Common Stock of the Company is not at the time listed or admitted on any stock exchange but is traded on the Nasdaq National Market System or SmallCap Market or is quoted on the OTC Bulletin Board, the fair market value shall be the closing selling price per share of such common stock on the date in question, as such price is reported by the National Association of Securities Dealers through, in order of preference, the Nasdaq National Market System, the SmallCap Market, or the OTC Bulletin Board, or any successor system. If there is not a closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
b. If the common stock is at the time listed or admitted to trading on any stock exchange, the fair market value shall be the closing selling price per share of such common stock on the date in question on the stock exchange determined by the Board of Directors of the Company to be the primary market for such common stock, as such price is officially quoted in the composite tape of transactions on the exchange. If there is no closing selling price for such common stock on the date in question then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
c. If the common stock is at the time neither listed nor admitted to trading on any exchange nor traded on the Nasdaq National Market System nor the SmallCap Market, nor traded on the OTC Bulletin board, then such fair market value shall be determined by the Board of Directors of the Company after taking into account such factors as the Board of Directors of the Company shall deem appropriate.
4. Upon exercise or conversion of these Warrants, the registered Holder hereof shall surrender to the stock transfer agent of the Company this Warrant Certificate together with a letter identifying the number of warrant shares being exercised or converted, the address to which the share certificate should be sent, and a certified check or bank draft payable to the order of the Company.
5. In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.
6. The Company covenants and agrees that shares of Common Stock which may be delivered upon the exercise or conversion of this Warrant will, upon delivery, be free from all taxes, liens and charges with respect to the purchase thereof hereunder.
7. This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.
8. The Company agrees at all times to reserve or hold available a sufficient number of shares of its Common Stock to cover the number of shares issuable upon the exercise or conversion of this and all other Warrants of like tenor then outstanding.
9. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company, or to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue in respect of this Warrant or the interest represented hereby, or the shares which may be acquired hereunder, until or unless, and except to the extent that this Warrant shall be exercised or converted, and the Common Stock which may be acquired upon exercise or conversion thereof shall become deliverable.
10. The Warrants are not redeemable nor cancellable by the Company.
11. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to acquire the number of shares which, may be acquired hereunder, each of such new Warrants to represent the right to acquire such number of shares as may be designated by the registered Holder at the time of such surrender.
12. The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.
13. Notwithstanding any other provision governing the Warrants, if as of the date of exercise, the Company has registered its Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended, the Holder may not exercise these Warrants to the extent that immediately following such exercise the Holder would beneficially own more than 4.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Holder that following such exercise it would not beneficially own more than 4.99% of the outstanding Common Stock of the Company shall be conclusive and binding upon the Company.
14. The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:
a. If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased in each instance.
b. If the Company shall distribute to all of the holders of its shares of Common Stock any security (except as provided in the preceding paragraph) or other assets (other than a distribution made as a dividend payable out of earnings or out of any earned surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company), the Board of Directors shall be required to make such equitable adjustment in the Warrant Price in effect immediately prior to the record date of such distribution as may be necessary to preserve to the Holder of this Warrant rights substantially proportionate to those enjoyed hereunder by such Holder immediately prior to the happening of such distribution. Any such adjustment shall become effective as of the day following the record date for such distribution.
c. Whenever the number of shares of Common Stock which may be acquired upon the exercise of this Warrant is required to be adjusted as provided herein, the Warrant Price shall be adjusted (to the nearest cent) in each instance by multiplying such Warrant Price immediately prior to such adjustment by a fraction the numerator of which shall be the number of shares of Common Stock which may be acquired hereunder upon the exercise of the Warrants immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock which may be acquired hereunder immediately thereafter.
d. In case of any reclassification of the outstanding shares of Common Stock, other than a change covered by paragraph (14a) above or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other that a consolidation merger in which the Company is the continuing corporation and which does not result in any reclassification or capital reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expirations of the respective rights of exercise of the Warrant) to receive upon the exercise thereof using the same aggregate Warrant Price applicable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property receivable upon such reclassification, capital reorganization, merger or consolidation, or upon the dissolution following any sale or other transfer, which a holder of the number of shares of Common Stock of the Company would obtain upon exercise of the Warrants immediately prior to such event; and if any classification also results in a change in shares of Common Stock covered by paragraph (14a) above, then such adjustment shall be made pursuant to both paragraph (14a) above and this paragraph (14d). The provisions of this paragraph (14d) shall similarly apply to successive reclassifications, or capital reorganizations, mergers or consolidations, sales or other transfers.
e. In case of the dissolution, liquidation or winding-up of the Company, all rights under any of the Warrants not theretofore exercised nor converted nor expired by their terms shall terminate on a date fixed by the Company, such date so fixed to be not earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and not later than thirty (30) days after such commencement date. Notice of the termination of purchase rights shall be given to the registered Holder of this Warrant as the same shall appear on the books of the Company, by certified or registered mail at least thirty (30) days prior to such termination date.
f. In case the Company shall, at any time prior to the Expiration Date of the Warrants, and prior to the exercise or conversion thereof, offer to the holders of its Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered Holder of this Warrant not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the registered Holders hereof to participate in such offer or
subscription shall terminate if this Warrant shall not be exercised or converted on or before the date of such closing of the books or such record date.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.
By ___________________________ Its Secretary
EXHIBIT 4.3
NEVADA HEALTH SCAN, INC.
(A DELAWARE CORPORATION)
"C" WARRANT CERTIFICATE
WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________
CLASS "C" WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON
STOCK OF NEVADA HEALTH SCAN, INC. THESE SECURITIES WERE ISSUED EXEMPT
FROM REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.
FOR VALUE RECEIVED, Nevada Health Scan, Inc. (the "Company"), a Delaware corporation, hereby certifies that _________________________________ the registered holder hereof, or registered assigns, (the "Holder") subject to the terms and conditions hereinafter set forth, and at any time during the period beginning on the date hereof and ending on January 4, 2014, is entitled to:
1. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $3.00 per share of such Common Stock (the "Warrant Price") or
2. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at such price as may be determined by vote of the Board of Directors, provided that such price is not higher than $3.00 per share of such Common Stock.
3. Convert these Warrants, in whole or in part, into that number of shares of Common Stock of the Company determined by dividing (a) the aggregate fair market value, as of the date of conversion, of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants to be converted minus the aggregate Warrant Price of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants by (b) the said fair market value of one share of the Common Stock of the Company. For the purposes of conversion of these Warrants, fair market value shall be the value determined in accordance with the following provisions:
a. If the Common Stock of the Company is not at the time listed or admitted on any stock exchange but is traded on the Nasdaq National Market System or SmallCap Market or is quoted on the OTC Bulletin Board, the fair market value shall be the closing selling price per share of such common stock on the date in question, as such price is reported by the National Association of Securities Dealers through, in order of preference, the Nasdaq National Market System, the SmallCap Market, or the OTC Bulletin Board, or any successor system. If there is not a closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
b. If the common stock is at the time listed or admitted to trading on any stock exchange, the fair market value shall be the closing selling price per share of such common stock on the date in question on the stock exchange determined by the Board of Directors of the Company to be the primary market for such common stock, as such price is officially quoted in the composite tape of transactions on the exchange. If there is no closing selling price for such common stock on the date in question then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
c. If the common stock is at the time neither listed nor admitted to trading on any exchange nor traded on the Nasdaq National Market System nor the SmallCap Market, nor traded on the OTC Bulletin board, then such fair market value shall be determined by the Board of Directors of the Company after taking into account such factors as the Board of Directors of the Company shall deem appropriate.
4. Upon exercise or conversion of these Warrants, the registered Holder hereof shall surrender to the stock transfer agent of the Company this Warrant Certificate together with a letter identifying the number of warrant shares being exercised or converted, the address to which the share certificate should be sent, and a certified check or bank draft payable to the order of the Company.
5. In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.
6. The Company covenants and agrees that shares of Common Stock which may be delivered upon the exercise or conversion of this Warrant will, upon delivery, be free from all taxes, liens and charges with respect to the purchase thereof hereunder.
7. This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.
8. The Company agrees at all times to reserve or hold available a sufficient number of shares of its Common Stock to cover the number of shares issuable upon the exercise or conversion of this and all other Warrants of like tenor then outstanding.
9. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company, or to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue in respect of this Warrant or the interest represented hereby, or the shares which may be acquired hereunder, until or unless, and except to the extent that this Warrant shall be exercised or converted, and the Common Stock which may be acquired upon exercise or conversion thereof shall become deliverable.
10. The Warrants are not redeemable nor cancellable by the Company.
11. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to acquire the number of shares which, may be acquired hereunder, each of such new Warrants to represent the right to acquire such number of shares as may be designated by the registered Holder at the time of such surrender.
12. The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.
13. Notwithstanding any other provision governing the Warrants, if as of the date of exercise, the Company has registered its Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended, the Holder may not exercise these Warrants to the extent that immediately following such exercise the Holder would beneficially own more than 4.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Holder that following such exercise it would not beneficially own more than 4.99% of the outstanding Common Stock of the Company shall be conclusive and binding upon the Company.
14. The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:
a. If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased in each instance.
b. If the Company shall distribute to all of the holders of its shares of Common Stock any security (except as provided in the preceding paragraph) or other assets (other than a distribution made as a dividend payable out of earnings or out of any earned surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company), the Board of Directors shall be required to make such equitable adjustment in the Warrant Price in effect immediately prior to the record date of such distribution as may be necessary to preserve to the Holder of this Warrant rights substantially proportionate to those enjoyed hereunder by such Holder immediately prior to the happening of such distribution. Any such adjustment shall become effective as of the day following the record date for such distribution.
c. Whenever the number of shares of Common Stock which may be acquired upon the exercise of this Warrant is required to be adjusted as provided herein, the Warrant Price shall be adjusted (to the nearest cent) in each instance by multiplying such Warrant Price immediately prior to such adjustment by a fraction the numerator of which shall be the number of shares of Common Stock which may be acquired hereunder upon the exercise of the Warrants immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock which may be acquired hereunder immediately thereafter.
d. In case of any reclassification of the outstanding shares of Common Stock, other than a change covered by paragraph (14a) above or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other that a consolidation merger in which the Company is the continuing corporation and which does not result in any reclassification or capital reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expirations of the respective rights of exercise of the Warrant) to receive upon the exercise thereof using the same aggregate Warrant Price applicable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property receivable upon such reclassification, capital reorganization, merger or consolidation, or upon the dissolution following any sale or other transfer, which a holder of the number of shares of Common Stock of the Company would obtain upon exercise of the Warrants immediately prior to such event; and if any classification also results in a change in shares of Common Stock covered by paragraph (14a) above, then such adjustment shall be made pursuant to both paragraph (14a) above and this paragraph (14d). The provisions of this paragraph (14d) shall similarly apply to successive reclassifications, or capital reorganizations, mergers or consolidations, sales or other transfers.
e. In case of the dissolution, liquidation or winding-up of the Company, all rights under any of the Warrants not theretofore exercised nor converted nor expired by their terms shall terminate on a date fixed by the Company, such date so fixed to be not earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and not later than thirty (30) days after such commencement date. Notice of the termination of purchase rights shall be given to the registered Holder of this Warrant as the same shall appear on the books of the Company, by certified or registered mail at least thirty (30) days prior to such termination date.
f. In case the Company shall, at any time prior to the Expiration Date of the Warrants, and prior to the exercise or conversion thereof, offer to the holders of its Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered Holder of this Warrant not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the registered Holders hereof to participate in such offer or
subscription shall terminate if this Warrant shall not be exercised or converted on or before the date of such closing of the books or such record date.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.
By ___________________________ Its Secretary
EXHIBIT 4.4
NEVADA HEALTH SCAN, INC.
(A DELAWARE CORPORATION)
"D" WARRANT CERTIFICATE
WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________
CLASS "D" WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON
STOCK OF NEVADA HEALTH SCAN, INC. THESE SECURITIES WERE ISSUED EXEMPT
FROM REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.
FOR VALUE RECEIVED, Nevada Health Scan, Inc. (the "Company"), a Delaware corporation, hereby certifies that _________________________________ the registered holder hereof, or registered assigns, (the "Holder") subject to the terms and conditions hereinafter set forth, and at any time during the period beginning on the date hereof and ending on January 4, 2014, is entitled to:
1. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $4.00 per share of such Common Stock (the "Warrant Price") or
2. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at such price as may be determined by vote of the Board of Directors, provided that such price is not higher than $4.00 per share of such Common Stock.
3. Convert these Warrants, in whole or in part, into that number of shares of Common Stock of the Company determined by dividing (a) the aggregate fair market value, as of the date of conversion, of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants to be converted minus the aggregate Warrant Price of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants by (b) the said fair market value of one share of the Common Stock of the Company. For the purposes of conversion of these Warrants, fair market value shall be the value determined in accordance with the following provisions:
a. If the Common Stock of the Company is not at the time listed or admitted on any stock exchange but is traded on the Nasdaq National Market System or SmallCap Market or is quoted on the OTC Bulletin Board, the fair market value shall be the closing selling price per share of such common stock on the date in question, as such price is reported by the National Association of Securities Dealers through, in order of preference, the Nasdaq National Market System, the SmallCap Market, or the OTC Bulletin Board, or any successor system. If there is not a closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
b. If the common stock is at the time listed or admitted to trading on any stock exchange, the fair market value shall be the closing selling price per share of such common stock on the date in question on the stock exchange determined by the Board of Directors of the Company to be the primary market for such common stock, as such price is officially quoted in the composite tape of transactions on the exchange. If there is no closing selling price for such common stock on the date in question then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
c. If the common stock is at the time neither listed nor admitted to trading on any exchange nor traded on the Nasdaq National Market System nor the SmallCap Market, nor traded on the OTC Bulletin board, then such fair market value shall be determined by the Board of Directors of the Company after taking into account such factors as the Board of Directors of the Company shall deem appropriate.
4. Upon exercise or conversion of these Warrants, the registered Holder hereof shall surrender to the stock transfer agent of the Company this Warrant Certificate together with a letter identifying the number of warrant shares being exercised or converted, the address to which the share certificate should be sent, and a certified check or bank draft payable to the order of the Company.
5. In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.
6. The Company covenants and agrees that shares of Common Stock which may be delivered upon the exercise or conversion of this Warrant will, upon delivery, be free from all taxes, liens and charges with respect to the purchase thereof hereunder.
7. This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.
8. The Company agrees at all times to reserve or hold available a sufficient number of shares of its Common Stock to cover the number of shares issuable upon the exercise or conversion of this and all other Warrants of like tenor then outstanding.
9. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company, or to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue in respect of this Warrant or the interest represented hereby, or the shares which may be acquired hereunder, until or unless, and except to the extent that this Warrant shall be exercised or converted, and the Common Stock which may be acquired upon exercise or conversion thereof shall become deliverable.
10. The Warrants are not redeemable nor cancellable by the Company.
11. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to acquire the number of shares which, may be acquired hereunder, each of such new Warrants to represent the right to acquire such number of shares as may be designated by the registered Holder at the time of such surrender.
12. The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.
13. Notwithstanding any other provision governing the Warrants, if as of the date of exercise, the Company has registered its Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended, the Holder may not exercise these Warrants to the extent that immediately following such exercise the Holder would beneficially own more than 4.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Holder that following such exercise it would not beneficially own more than 4.99% of the outstanding Common Stock of the Company shall be conclusive and binding upon the Company.
14. The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:
a. If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased in each instance.
b. If the Company shall distribute to all of the holders of its shares of Common Stock any security (except as provided in the preceding paragraph) or other assets (other than a distribution made as a dividend payable out of earnings or out of any earned surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company), the Board of Directors shall be required to make such equitable adjustment in the Warrant Price in effect immediately prior to the record date of such distribution as may be necessary to preserve to the Holder of this Warrant rights substantially proportionate to those enjoyed hereunder by such Holder immediately prior to the happening of such distribution. Any such adjustment shall become effective as of the day following the record date for such distribution.
c. Whenever the number of shares of Common Stock which may be acquired upon the exercise of this Warrant is required to be adjusted as provided herein, the Warrant Price shall be adjusted (to the nearest cent) in each instance by multiplying such Warrant Price immediately prior to such adjustment by a fraction the numerator of which shall be the number of shares of Common Stock which may be acquired hereunder upon the exercise of the Warrants immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock which may be acquired hereunder immediately thereafter.
d. In case of any reclassification of the outstanding shares of Common Stock, other than a change covered by paragraph (14a) above or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other that a consolidation merger in which the Company is the continuing corporation and which does not result in any reclassification or capital reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expirations of the respective rights of exercise of the Warrant) to receive upon the exercise thereof using the same aggregate Warrant Price applicable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property receivable upon such reclassification, capital reorganization, merger or consolidation, or upon the dissolution following any sale or other transfer, which a holder of the number of shares of Common Stock of the Company would obtain upon exercise of the Warrants immediately prior to such event; and if any classification also results in a change in shares of Common Stock covered by paragraph (14a) above, then such adjustment shall be made pursuant to both paragraph (14a) above and this paragraph (14d). The provisions of this paragraph (14d) shall similarly apply to successive reclassifications, or capital reorganizations, mergers or consolidations, sales or other transfers.
e. In case of the dissolution, liquidation or winding-up of the Company, all rights under any of the Warrants not theretofore exercised nor converted nor expired by their terms shall terminate on a date fixed by the Company, such date so fixed to be not earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and not later than thirty (30) days after such commencement date. Notice of the termination of purchase rights shall be given to the registered Holder of this Warrant as the same shall appear on the books of the Company, by certified or registered mail at least thirty (30) days prior to such termination date.
f. In case the Company shall, at any time prior to the Expiration Date of the Warrants, and prior to the exercise or conversion thereof, offer to the holders of its Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered Holder of this Warrant not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the registered Holders hereof to participate in such offer or
subscription shall terminate if this Warrant shall not be exercised or converted on or before the date of such closing of the books or such record date.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.
By ___________________________ Its Secretary
EXHIBIT 4.5
NEVADA HEALTH SCAN, INC.
(A DELAWARE CORPORATION)
"E" WARRANT CERTIFICATE
WARRANT NUMBER _______ NUMBER OF WARRANTS: ______________
CLASS "E" WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF THE COMMON
STOCK OF NEVADA HEALTH SCAN MEDIA, INC. THESE SECURITIES WERE ISSUED EXEMPT
FROM REGISTRATION UNDER TITLE 11, SECTION 1145, OF THE U.S. CODE.
FOR VALUE RECEIVED, Nevada Health Scan, Inc. (the "Company"), a Delaware corporation, hereby certifies that _________________________________ the registered holder hereof, or registered assigns, (the "Holder") subject to the terms and conditions hereinafter set forth, and at any time during the period beginning on the date hereof and ending on January 4, 2014, is entitled to:
1. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at a price of $5.00 per share of such Common Stock (the "Warrant Price") or
2. Purchase shares of the Common Stock of the Company for each of the within Warrants exercised at such price as may be determined by vote of the Board of Directors, provided that such price is not higher than $5.00 per share of such Common Stock.
3. Convert these Warrants, in whole or in part, into that number of shares of Common Stock of the Company determined by dividing (a) the aggregate fair market value, as of the date of conversion, of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants to be converted minus the aggregate Warrant Price of the shares of Common Stock of the Company which would be issuable upon exercise of the Warrants by (b) the said fair market value of one share of the Common Stock of the Company. For the purposes of conversion of these Warrants, fair market value shall be the value determined in accordance with the following provisions:
a. If the Common Stock of the Company is not at the time listed or admitted on any stock exchange but is traded on the Nasdaq National Market System or SmallCap Market or is quoted on the OTC Bulletin Board, the fair market value shall be the closing selling price per share of such common stock on the date in question, as such price is reported by the National Association of Securities Dealers through, in order of preference, the Nasdaq National Market System, the SmallCap Market, or the OTC Bulletin Board, or any successor system. If there is not a closing selling price for such common stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
b. If the common stock is at the time listed or admitted to trading on any stock exchange, the fair market value shall be the closing selling price per share of such common stock on the date in question on the stock exchange determined by the Board of Directors of the Company to be the primary market for such common stock, as such price is officially quoted in the composite tape of transactions on the exchange. If there is no closing selling price for such common stock on the date in question then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists.
c. If the common stock is at the time neither listed nor admitted to trading on any exchange nor traded on the Nasdaq National Market System nor the SmallCap Market, nor traded on the OTC Bulletin board, then such fair market value shall be determined by the Board of Directors of the Company after taking into account such factors as the Board of Directors of the Company shall deem appropriate.
4. Upon exercise or conversion of these Warrants, the registered Holder hereof shall surrender to the stock transfer agent of the Company this Warrant Certificate together with a letter identifying the number of warrant shares being exercised or converted, the address to which the share certificate should be sent, and a certified check or bank draft payable to the order of the Company.
5. In the case of exercise or conversion of the Warrants, no fractional shares of the Common Stock of the Company shall be issued.
6. The Company covenants and agrees that shares of Common Stock which may be delivered upon the exercise or conversion of this Warrant will, upon delivery, be free from all taxes, liens and charges with respect to the purchase thereof hereunder.
7. This Warrant shall not be exercised or converted by Holder in any state where such exercise or conversion would be unlawful.
8. The Company agrees at all times to reserve or hold available a sufficient number of shares of its Common Stock to cover the number of shares issuable upon the exercise or conversion of this and all other Warrants of like tenor then outstanding.
9. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company, or to any other rights whatsoever except the rights herein set forth, and no dividend shall be payable or accrue in respect of this Warrant or the interest represented hereby, or the shares which may be acquired hereunder, until or unless, and except to the extent that this Warrant shall be exercised or converted, and the Common Stock which may be acquired upon exercise or conversion thereof shall become deliverable.
10. The Warrants are not redeemable nor cancellable by the Company.
11. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new Warrants of like tenor and date representing in the aggregate the right to acquire the number of shares which, may be acquired hereunder, each of such new Warrants to represent the right to acquire such number of shares as may be designated by the registered Holder at the time of such surrender.
12. The Company may deem and treat the Holder at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.
13. Notwithstanding any other provision governing the Warrants, if as of the date of exercise, the Company has registered its Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended, the Holder may not exercise these Warrants to the extent that immediately following such exercise the Holder would beneficially own more than 4.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Holder that following such exercise it would not beneficially own more than 4.99% of the outstanding Common Stock of the Company shall be conclusive and binding upon the Company.
14. The number of shares of Common Stock which may be acquired upon exercise or conversion of these Warrants and the Warrant Price shall be subject to adjustment from time to time as follows:
a. If the Company shall at any time subdivide its outstanding shares of Common Stock by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased in each instance, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof the number of shares of Common Stock which may be acquired upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased in each instance.
b. If the Company shall distribute to all of the holders of its shares of Common Stock any security (except as provided in the preceding paragraph) or other assets (other than a distribution made as a dividend payable out of earnings or out of any earned surplus legally available for dividends under the laws of the jurisdiction of incorporation of the Company), the Board of Directors shall be required to make such equitable adjustment in the Warrant Price in effect immediately prior to the record date of such distribution as may be necessary to preserve to the Holder of this Warrant rights substantially proportionate to those enjoyed hereunder by such Holder immediately prior to the happening of such distribution. Any such adjustment shall become effective as of the day following the record date for such distribution.
c. Whenever the number of shares of Common Stock which may be acquired upon the exercise of this Warrant is required to be adjusted as provided herein, the Warrant Price shall be adjusted (to the nearest cent) in each instance by multiplying such Warrant Price immediately prior to such adjustment by a fraction the numerator of which shall be the number of shares of Common Stock which may be acquired hereunder upon the exercise of the Warrants immediately prior to such adjustment, and the denominator of which shall be the number of shares of Common Stock which may be acquired hereunder immediately thereafter.
d. In case of any reclassification of the outstanding shares of Common Stock, other than a change covered by paragraph (14a) above or which solely affects the par value of such shares of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other that a consolidation merger in which the Company is the continuing corporation and which does not result in any reclassification or capital reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expirations of the respective rights of exercise of the Warrant) to receive upon the exercise thereof using the same aggregate Warrant Price applicable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property receivable upon such reclassification, capital reorganization, merger or consolidation, or upon the dissolution following any sale or other transfer, which a holder of the number of shares of Common Stock of the Company would obtain upon exercise of the Warrants immediately prior to such event; and if any classification also results in a change in shares of Common Stock covered by paragraph (14a) above, then such adjustment shall be made pursuant to both paragraph (14a) above and this paragraph (14d). The provisions of this paragraph (14d) shall similarly apply to successive reclassifications, or capital reorganizations, mergers or consolidations, sales or other transfers.
e. In case of the dissolution, liquidation or winding-up of the Company, all rights under any of the Warrants not theretofore exercised nor converted nor expired by their terms shall terminate on a date fixed by the Company, such date so fixed to be not earlier than the date of the commencement of the proceedings for such dissolution, liquidation or winding-up and not later than thirty (30) days after such commencement date. Notice of the termination of purchase rights shall be given to the registered Holder of this Warrant as the same shall appear on the books of the Company, by certified or registered mail at least thirty (30) days prior to such termination date.
f. In case the Company shall, at any time prior to the Expiration Date of the Warrants, and prior to the exercise or conversion thereof, offer to the holders of its Common Stock any right to subscribe for additional shares of any class of the Company, then the Company shall give written notice thereof to the registered Holder of this Warrant not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of stockholders entitled to such subscription rights. Such notice shall specify the date as to which the books shall be closed or record date be fixed with respect to such offer or subscription, and the right of the registered Holders hereof to participate in such offer or
subscription shall terminate if this Warrant shall not be exercised or converted on or before the date of such closing of the books or such record date.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer effective this day, ______________________.
By ___________________________ Its Secretary
EXHIBIT 23.1
ANTON
& CHIA CERTIFIED PUBLIC ACOUNTANTS
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Nevada Health Scan, Inc.
We consent to the inclusion of our report dated November 20, 2012, relating to our audits of the balance sheet of Nevada Health Scan, Inc. as of September 30, 2012 and 2011, and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended and for the period from June 25, 2010 (Inception) through September 30, 2012. Our report dated November 20, 2012, relating to the financial statements includes an emphasis paragraph relating to an uncertainty as to the Company's ability to continue as a going concern.
We also consent of the reference to our firm under the caption "Experts" in the Registration Statement.
/s/ Anton & Chia, LLP ------------------------------- Newport Beach, California November 27, 2012 |