EXHIBIT 3.1
AGREEMENT OF SHARE EXCHANGE WITH I.C.C.
Exhibit 3.1
AGREEMENT OF SHARE EXCHANGE
THIS AGREEMENT OF SHARE EXCHANGE (the "Agreement") is dated July
26 2002 2002) and is by and between Med Gen, Inc., a Nevada corporation
(the "Company"), International Chemical Corp. dba Innovative Chemical
Corporation) 711 Northland, Inc., both New York corporations, Mount
▇▇▇▇▇▇ Properties, LLC, a New York limited liability company and ▇▇▇▇
▇▇▇▇▇▇▇▇ (the "Shareholder".)
RECITALS:
A. International Chemical Corp. is engaged in the wholesale chemical
blending and packaging business; 711 Northland, Inc. and Mount ▇▇▇▇▇▇
Properties, LLC. own certain real property occupied by International
Chemical Corp. International Chemical Corp., 711 Northland, Inc. and
Mount ▇▇▇▇▇▇ Properties, LLC, for purposes of this Agreement, shall
collectively be referred to as "Innovative Chemical" unless otherwise
noted.
▇. ▇▇▇▇▇▇▇▇ owns all of the outstanding shares and/or membership
interests of International Chemical Corp., 711 Northland, Inc., and all
the outstanding membership interests of Mount ▇▇▇▇▇▇ Properties, LLC.
The shares and membership interests, for purposes of this Agreement,
shall collectively be referred to as the "Innovative Chemical Shares"
unless otherwise noted.
C. The Company is a public company, required to file reports under
Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act")
with the Securities and Exchange Commission (the "SEC");
D. The Company desires to acquire all of the Innovative Chemical
Shares, and the Shareholder desires to exchange all of the Innovative
Chemical Shares for shares of voting common stock of the Company, in a
transaction that qualifies under Section 368(a) (l)(B) of the Internal
Revenue Code of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and in reliance upon the representations
and warranties hereinafter set forth, the parties agree as follows:
I. EXCHANGE OF THE SHARES AND CONSIDERATION
1.01. Shares Being Exchanged. Effective at the closing of this
Agreement (the "Closing"), and subject to the terms and conditions of
this Agreement, the Shareholder shall assign, transfer and deliver to
the Company all of the Innovative Chemical Shares which he owns.
1.02 Consideration. Subject to the terms and conditions of this
Agreement, and in
1
Exhibit 3.1
consideration of the assignment and delivery of Innovative Chemical
Shares to the Company, the Company shall at Closing
1.02(a) issue to the Shareholder $2,000,000.00 in shares
of common stock of the Company, $.00l par value per share
(the "Company Shares") at the Companies' stock value at
Closing, after taking into account the reverse split described
in Paragraph 8.03.
1.02(b) issue to the Shareholder a promissory note (the
"Note") in the amount of $2,000,000.00. The Note shall be
amortized in equal monthly installments over a 15 year period
and shall carry interest on unpaid balances at the rate of 8%
per annum.
1.02(c) pay to the Shareholder the amount of $3,000,000.00
1.02(d) allocation of the price among the Companies as
follows:
Companies Stock Cash Promissory Notes Allocation
a) Innovative Chemical Corp 2,000,000 $1,000,000 $1,000,000 $4,000,000
b) ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. $1,000,000 $1,000,000
c) Mount ▇▇▇▇▇▇ Properties, LLC $1,000,000 $1,000,000 $2,000,000
TOTAL 2,000,000 $3,000,000 $2,000,000 $7,000,000
(Purchase Price)
1.02(e) provide to Shareholder a first mortgage lien on the
real property located at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
until the Notes have been paid or Shareholder has exchanged Notes
for shares as provided herein.
1.02(f) the Note shall be convertible in full or in part to
common stock of the Company. The time of any conversion shall be
mutually agreed upon from time to time by the Parties hereto. The
price of the stock when the Note is converted shall be the averag
price of the stock as reported for the five previous business days
prior to the date that the Note is converted. By way of example,
if the entire Note is converted, and the aforementioned price is
$5.00 per share, the noteholder shall receive 400,000 shares; if
the aforementioned price is $10.00 per share, the noteholder shall
receive 200,000 shares. Notwithstanding, the holder of the Note
shall not be required to convert the Note to common stock of the
Company during the term of the Note.
1.03. Closing. The Closing of the transaction contemplated by this
Agreement (the "Closing") shall take place as hereinafter set forth in
Paragraph 8.01.
1.04. Deliveries. At the Closing, the parties are delivering the
following documents:
1.04(a). The items and documents set forth in Sections 1.01
and 1.02.
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Exhibit 3.1
1.04(b). The Company shall deliver the resignations of ▇▇▇▇
▇▇▇▇▇▇▇▇ as President and ▇▇▇▇ ▇▇▇▇▇▇▇ as Chief Executive Officer.
The Company shall also deliver a board resolution electing the
Shareholder and a designee of Shareholder's choosing to the Board
of Directors of the Company. The Company shall deliver a board
resolution naming Shareholder as President of the Company and ▇▇▇▇
▇▇▇▇▇▇▇▇ as Chief Executive Officer. ▇▇▇▇ ▇▇▇▇▇▇▇ will retain the
position of Chairman of the Board.
1.04(c) Employment agreements between the Company and ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and the Shareholder.
1.05. Filings. Following the Closing, the Company shall file the
following documents, if required:
1.05(a). A Current Report on Form 8-K with the SEC,
reporting the transactions set forth in this Agreement, any
change of auditors, or other events required to be reported
in such report.
1.05(b). A Form 3 report of beneficial ownership with the
U.S. Securities and Exchange Commission with respect to each
director, executive officer or greater than 10% holder of
Company Shares, signed by such director, executive officer
or shareholder, as the case may be.
1.05(c). A Schedule 13D with the U.S. Securities and
Exchange Commission for each person who is required to file
such form as a result of obtaining greater than 5% beneficial
ownership of the Company's Common Stock as a result of the
transactions contemplated by this Agreement.
II. REPRESENTATIONS AND WARRANTIES OF INNOVATIVE CHEMICAL AND THE
SHAREHOLDER
Innovative Chemical and the Shareholder represent and warrant to
the Company as follows, as of the date of this Agreement and as of the
Closing:
2.01. Organization.
2.01(a). Innovative Chemical is a corporation duly
organized, validly existing and in good standing under the laws
of New York; Innovative Chemical has the corporate power and
authority to carry on its business as presently conducted; and
Innovative Chemical is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on its business.
3
Exhibit 3.1
2.02. Capitalization.
2.02(a). The authorized capital stock and the issued and
outstanding shares of Innovative Chemical is as set forth on
Exhibit 2.02(a). All of the issued and outstanding shares of
Innovative Chemical are duly authorized, validly issued,
fully paid and nonassessable.
2.02(b). Except as set forth in Exhibit 2.02(b) there are no
outstanding options, warrants, or rights to purchase any
securities of Innovative Chemical.
2.03. Subsidiaries and Investments. Innovative Chemical does not
own any capital stock or have any interest in any corporation,
partnership or other form of business organization, except as described
in Exhibit 2.03 hereto. Shareholder, in addition to his interest in
International Chemical Corp., 711 Northland, Inc. and Mount ▇▇▇▇▇▇
Properties, LLC, owns capital stock and interests in corporations,
partnerships and other forms of business organizations that are
non-public companies as set forth on Exhibit 2.03.
2.04. Financial Statements. The audited financial statements of
Innovative Chemical for the years ended March 3 1, 2000, 2001 and 2002
(the "Financial Statements") present fairly the financial position and
results of operations of Innovative Chemical, on a consistent basis.
The financial records of Innovative Chemical are of such a character
and quality that an unqualified (except as to going concern) audit of
the Innovative Chemical Financial Statements may be performed within
75 days of the Closing.
2.05. No Undisclosed Liabilities. Other than as described in
Exhibit 2.05 attached hereto, Innovative Chemical is not subject to
any material liability or obligation of any nature, whether absolute,
accrued, contingent, or otherwise and whether due or to become due,
which is not reflected or reserved against in the Financial
Statements, except those incurred in the normal course of business.
2.06. Absence of Material Changes. Since March 25, 2002, except as
described in any Exhibit attached hereto or as required or permitted
under this Agreement, there has not been:
2.06(a). any material adverse change in the condition (financial
or otherwise) of the properties, assets, liabilities or business of
Innovative Chemical, except changes in the ordinary course of business
which, individually and in the aggregate, have not been materially
adverse;
2.06(b). any redemption, purchase or other acquisition of any
shares of the capital stock of Innovative Chemical, or any issuance of
any shares of capital stock or the granting, issuance or exercise of
any rights, warrants, options or commitments by Innovative Chemical
relating to their authorized or issued capital stock; or
2.06(c). any change or amendment to the Articles of Incorporation
of Innovative Chemical.
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Exhibit 3.1
2.07. Litigation. Except as set forth in Exhibit 2.07 attached hereto,
there is no litigation, proceeding or investigation pending or threatened
against Innovative Chemical affecting any of its properties or assets
against any officer, director, or stockholder of Innovative Chemical that
might result, either in any case or in the aggregate, in any material
adverse change in the business, operations, affairs or condition of
Innovative Chemical or its properties or assets, or that might call into
question the validity of this Agreement, or any action taken or to be
taken pursuant hereto.
2.08. Title To Assets. Innovative Chemical has good and marketable
title to all of its assets and properties now carried on its books
including those reflected in the balance sheets contained in the Financial
Statements, free and clear of all liens, claims, charges, security
interests or other encumbrances, except as described in Exhibit 2.08
attached hereto or any other Exhibit.
2.09. Transactions with Affiliates, Directors and Shareholder. Except
as set forth in Exhibit 2.09 attached hereto, there are and have been no
contracts, agreements, arrangements or other transactions between
Innovative Chemical, and any officer, director, or stockholder of
Innovative Chemical, or any corporation or other entity controlled by the
Shareholder, a member of the Shareholder's families, or any affiliate of
the Shareholder.
2.10. No Conflict. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not conflict
with or result in a breach of any term or provision of; or constitute a
default under, the Articles of Incorporation or Bylaws of Innovative
Chemical, or any agreement, contract or instrument to which Innovative
Chemical is a party or by which it or any of its assets are bound.
2.11. Disclosure. To the actual knowledge of Innovative Chemical,
neither this Agreement, the Financial Statements nor any other agreement,
document, certificate or written or oral statement furnished to the
Company by or on behalf of Innovative Chemical in connection with the
transactions contemplated hereby, contains any untrue statement of a
material fact or when taken as a whole omits to state a material fact
necessary in order to make the statements contained herein or therein not
misleading.
2.12. Authority. Innovative Chemical has full power and authority to
enter into this Agreement and to carry out the transactions contemplated
herein. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby, have been duly authorized and
approved by the Board of Directors of Innovative Chemical and no other
corporate proceedings on the part of Innovative Chemical are necessary
to authorize this Agreement and the transactions contemplated hereby.
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to Innovative Chemical
and to the Shareholder as follows, as of the date of this Agreement and
as of the Closing:
5
Exhibit 3.1
3.01. Organization.
3.01(a). The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada; has
the corporate power and authority to carry on its business as presently
conducted; and is qualified to do business in all jurisdictions where the
failure to be so qualified would have a material adverse effect on the
business of the Company.
3.01(b). The copies of the Certificate of Incorporation, of the
Company, as certified by the Secretary of State of Nevada, and the Bylaws
of the Company are complete and correct copies of the Certificate of
Incorporation and the Bylaws of the Company as amended and in effect on
the date hereof. All minutes of meetings and actions in writing without
a meeting of the Board of Directors and Shareholder of the Company are
contained in the minute book of the Company and no minutes or actions in
writing without a meeting have been included in such minute book since
such delivery to Innovative Chemical that have not also been delivered
to Innovative Chemical.
3.02 Capitalization of the Company. The authorized capital stock of
the Company consists of 50,000,000 shares of Common Stock, par value $.001
per share, of which 10,277,206 shares are outstanding, and 5,000,000
shares of preferred stock, 350,000 shares of which are outstanding. All
outstanding shares are duly authorized, validly issued) fully paid and
non-assessable.
3.03 Subsidiaries and Investments. The Company does not own any
capital stock or have any interest in any corporation, partnership, or
other form of business organization.
3.04. Authority. The Company has full power and authority to enter
into this Agreement and to carry out the transactions contemplated herein.
The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the issuance of the Company Shares
in accordance with the terms hereof, have been duly authorized and
approved by the Board of Directors of the Company and no other corporate
proceedings on the part of Company are necessary to authorize this
Agreement, the transactions contemplated hereby and the issuance of the
Company Shares in accordance with the terms hereof.
3.05. No Undisclosed Liabilities. Other than as described in Exhibit
3.05 attached hereto, the Company is not subject to any material liability
or obligation of any nature, whether absolute, accrued, contingent, or
otherwise and whether due or to become due.
3.06. Litigation. There is no litigation, proceeding or investigation
pending or to the knowledge of the Company, threatened against the
Company affecting any of its properties or assets, or, to the knowledge
of the Company, against any officer, director, or stockholder of the
Company that might result, either in any case or in the aggregate, in any
material adverse change in the business, operations, affairs or condition
of the Company or any of its properties or assets, or that might call
into question the validity of this Agreement, or any action taken or to
be taken pursuant hereto.
6
Exhibit 3.1
3.07. Title To Assets. The Company has good and marketable title to all
of its assets and properties now carried on its books including those
reflected in the balance sheet contained in the Company's financial
statements, free and clear of all liens, claims, charges, security
interests or other encumbrances, except as described in the balance sheet
included in the Company's financial statements or on any Exhibits
attached hereto.
3.08. Contracts and Undertakings. Exhibit 3.08 attached hereto contains
a list of all contracts, agreements, leases, licenses, arrangements,
commitments and other undertakings to which the Company is a party or by
which it or its property is bound. Each of said contracts, agreements,
leases, licenses, arrangements, commitments and undertakings is valid,
binding and in lull force and effect. The Company is not in material
default, or alleged to be in material default, under any contract,
agreement, lease, license, commitment, instrument or obligation and, to
the knowledge of the Company, no other party to any contract, agreement,
lease, license, commitment, instrument or obligation to which the Company
is a party is in default thereunder nor, to the knowledge of the Comp
any, does there exist any condition or event which, after notice or lapse
of time or both, would constitute a default by any party to any such
contract, agreement, lease, license, commitment, instrument or
obligation.
3.09. Underlying Documents. Copies of all documents described in any
Exhibit attached hereto (or a summary of any such contract, agreement or
commitment, if oral) have been made available to Innovative Chemical and
are complete and correct and include all amendments, supplements or
modifications thereto.
3.10. Transactions with Affiliates, Directors and Shareholder. Except
as set forth in Exhibit 3.10 hereto, there are and have been no contracts,
agreements, arrangements or other transactions between the Company, and
any officer, director, or 5% stockholder of the Company, or any
corporation or other entity controlled by any such officer, director or
5% stockholder, a member of any such officer, director or 5%
stockholder's family, or any affiliate of any such officer, director or
5% stockholder.
3.11. No Conflict. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not conflict
with or result in a breach of any term or provision of; or constitute a
default under, the Certificate of Incorporation or Bylaws of the Company,
or any agreement, contract or instrument to which the Company is a party
or by which it or any of its assets are bound.
3.12. Disclosure. To the actual knowledge of the Company, neither
this Agreement nor any other agreement, document, certificate or written
or oral statement furnished to Innovative Chemical and the Shareholder by
or on behalf of the Company in connection with the transactions
contemplated hereby, contains any untrue statement of a material fact or
when taken as a whole omits to state a material fact necessary in order
to make the statements contained herein or therein not misleading.
7
Exhibit 3.1
3.13. Financial Statements. The financial statements of the Company
set forth in its Form 10-KSB for the year ended September 30, 2001 and
subsequent filings with the SEC present fairly the financial position and
results of operations of the Company, on a consistent basis.
3.14. Absence of material Changes. Since March 30, 2002, except as
described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:
3.14(a). any material change in the condition (financial or
otherwise) of the properties, assets, liabilities or business of
Company, except changes in the ordinary course of business which,
individually and in the aggregate, have not been materially adverse.
3.14(b). any redemption, purchase or other acquisition of
any shares of the capital stock of Company, or any issuance of any
shares of capital stock or the granting, issuance or exercise of any
rights, warrants, options or commitments by Innovative Chemical
relating to their authorized or issued capital stock.
3.14(c). any amendment to the Certificate of Incorporation
of Company.
IV. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
4.01 All representations, warranties and covenants of the Company
and Innovative Chemical contained herein shall survive the
consummation of the transactions contemplated herein and remain in
lull force and effect.
V. CONDITIONS TO CLOSING
5.01. Conditions to Obligation of Innovative Chemical. The obligations
of Innovative Chemical under this Agreement shall be subject to each
of the following conditions:
5.01(a). The representations and warranties of Company herein
contained shall be true in all material respects at the Closing with
the same effect as though made at such time. Company shall have
performed in all material respects all obligations and complied in all
material respects, to its actual knowledge, with all covenants and
conditions required by this Agreement to be performed or complied with
by it at or prior to the Closing.
5.01(b). No injunction or restraining order shall be in effect,
and no action or proceeding shall have been instituted and, at what
would otherwise have been the Closing, remain pending before a court
to restrain or prohibit the transactions contemplated by this
Agreement.
5.01(c). All statutory requirements for the valid consummation by
Company of the transactions contemplated by this Agreement shall have
been fulfilled. All authorizations, consents and approvals of all
governments and other persons required to be obtained in order
8
Exhibit 3.1
to permit consummation by Company of the transactions contemplated
by this Agreement shall have been obtained.
5.02. Conditions to Obligations of Company. The obligation of Company
under this Agreement shall be subject to the following conditions:
5.02(a). The representations and warranties of Innovative
Chemical herein contained shall be true in all material respects as
of the Closing, and shall have the same effect as though made at the
Closing; Innovative Chemical shall have performed in all material
respects all obligations and complied in all material respects, to
its actual knowledge, with all covenants and conditions required by
this Agreement to be performed or complied with by it prior to the
Closing.
5.02(b). No injunction or restraining order shall be in
effect prohibiting this Agreement, and no action or proceeding
shall have been instituted and, at what would otherwise have
been the Closing, remain pending before the court to restrain
or prohibit the transactions contemplated by this Agreement.
5.02(c). All statutory requirements for the valid
consummation by Innovative Chemical of the transactions
contemplated by this Agreement shall have been fulfilled. All
authorizations, consents and approvals of all governments and
other persons required to be obtained in order to permit
consummation by Innovative Chemical of the transactions
contemplated by this Agreement shall have been obtained.
VI. REPORTING REQUIREMENTS
6.01. The Company shall file all reports required by Section 13 of
the Securities Exchange Act of 1934 and shall maintain its books and
records in accordance with Sections 12 and 13 thereof. The parties agree
that the failure of the Company to make such filings with the Securities
and Exchange Commission shall constitute a material breach of this
Agreement.
VII. MISCELLANEOUS
7.01. Finder's Fees, Investment Banking Fees. Neither Innovative
Chemical nor the Company have retained or used the services of any person,
firm or corporation in such manner as to require the payment of any
compensation as a finder or a broker in connection with the transactions
contemplated herein.
7.02. Tax Treatment. The transaction contemplated hereby is intended
to qualify as a so called "tax-free" reorganization under the provisions of
Section 368 of the Internal Revenue Code and FASB 141/142 with respect
to the identification and valuation of intangible assets. The Company and
Innovative Chemical acknowledge, however, that they each have been
represented by their own tax advisors in connection with this
transaction; that neither has made any representation
9
Exhibit 3.1
or warranty to the other with respect to the treatment of such
transaction or the effect thereof under applicable tax laws, regulations,
or interpretations; and that no attorney's opinion or private revenue
ruling has been obtained with respect to the effects thereof under the
Internal Revenue Code of 1986, as amended.
7.03. Further Assurances. From time to time, at the other party's
request and without further consideration, each of the parties will
execute and deliver to the others such documents and take such action as
the other party may reasonably request in order to consummate more
effectively the transactions contemplated hereby.
7.04. Parties in Interest. Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be binding
upon, shall inure to the benefit of and shall be enforceable by the
respective heirs, beneficiaries, personal and legal representatives,
successors and assigns of the parties hereto. Neither party may assign
this Agreement without the written consent of the other party.
7.05. Entire Agreement, Amendments. This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein
or delivered pursuant hereto, which form a part hereof; contains the
entire understanding of the parties with respect to its subject matter.
There are no restrictions, agreements, promises, warranties, covenants
or undertakings other than those expressly set forth herein or therein.
This Agreement supersedes all prior agreements and understandings between
the parties with respect to its subject matter. This Agreement may be
amended only by a written instrument duly executed by the parties or
their respective successors or assigns.
7.06. Headings, Etc. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretations of this Agreement.
7.07. Pronouns. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.
7.08. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
7.09. Governing Law. This Agreement shall be governed by the laws
of the State of Florida (excluding conflicts of laws principles)
applicable to contracts to be performed in the State of Florida.
7.10 Compliance with Securities Laws. The parties will to the best
of their ability comply with the Securities Act of 1933, the Securities
Exchange Act of 1934 and applicable state securities
10
Exhibit 3.1
laws for undertaking described herein.
VIII. ADDITIONAL PROVISIONS
8.01. Raising of Funds. It is the understanding of the parties that
among other things, this transaction is contingent upon completion of an
offering of shares of common stock of the Company by filing a
registration statement on Form SB-2 with the SEC. If at least a net
of$12,000,000.00 is not raised in this offering on or before November 29,
2002, or on or before a date agreed upon by the Parties hereto, no share
exchange will take place and no party shall have any further liability
or obligation to any other party herein. In the event that at least a net
of $12,000,000.00 is raised hereunder, within thirty days after such
funds are raised, the share exchange will take place, the funds will be
disbursed by the escrow agent to the Company and the required documents
will be filed with the SEC and the National Association of Securities
Dealers. The number of shares to be sold and the offering price per share
for the offering will be determined by the Company.
8.02. Use of Proceeds. The proceeds received by the Company from the
offering described in Paragraph 8.01 will be used, in part, as follows:
8.02(a). to satisfy' a mortgage in the approximate amount of
$1,400,000.00 of Innovative Chemical;
8.02(b). to pay off a line of credit in the approximate amount
of $800,000.00 of Innovative Chemical; and
8.02(c). to pay off a term loan in the approximate amount
of $800,000.00 of Innovative Chemical.
The balance of the funds raised will be used approximately as follows,
and subject to the agreement of the Company and the Shareholder:
8.02(d). advertising - $2, 000,000.00;
8.02(e). repayment of accounts payable - $1,000,000.00;
8.02(f). renovation of real property of Innovative Chemical and
new equipment acquisition - $500,000.00;
8.02(g). new product development - $1,000,000.00;
8.02(h). general and administrative - $1,000,000.00.
8.02(i). Acquisition of warehouse - $500,000.00
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Exhibit 3.1
All amounts are approximate as of the date that this Agreement is
executed. The intent of the parties is to satisfy, in addition to the
above, any and all secured debt on which the Shareholder is liable.
8.03. Reverse Split. The Company intends to have a selling price of
at least $5.00 per share upon the closing of the transaction contemplated
herein. Therefore, upon closing, the Company shall effect a reverse
split of its stock in order to accomplish this.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties hereto as the date first above written.
Med Gen, Inc. International Chemical Corp.
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------- ----------------------------
Name ▇▇▇▇ ▇▇▇▇▇▇▇▇, Pres Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title President Title: President
711 Northland, Inc.
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
Mount ▇▇▇▇▇▇ Properties, LLC
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
/s/▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇, Individually
12
Exhibit 3.1
Exhibit 2.02(a)
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100 Shares of Common Stock owned by ▇▇▇▇ ▇▇▇▇▇▇▇▇
100 Shares of Common Stock on the books as Treasury Stock
60 Shares of Series One Preferred Stock were authorized but never issued
Exhibit 3.1
Exhibit 2.02(b)
---------------
NONE
Exhibit 3.1
Exhibit 2.03
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List of other entities in which ▇▇▇▇ ▇▇▇▇▇▇▇▇ has an ownership interest
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Spectrum Research
Nexstar Holdings, Inc.
Phase II Marketing, Inc. dba Speciality Products
Cataract Sports & Entertainment Group
Power Up Manufacturing, Inc.
Media Products (Owned by Nexstar)
Exhibit 3.1
Exhibit 2.05
------------
Contracts, agreements and leases to which Innovative is a party
---------------------------------------------------------------
Various automobile leases
Agreement between Innovative and Automotive International, Inc.
Agreement between Innovative and ▇▇▇▇▇▇ Nissan, Inc.
Agreement between Innovative and Nexstar Holdings, Inc.
Agreement between Innovative and Leather CPR
Agreement between Innovative and ▇▇▇▇▇
Agreement between Innovative and ▇▇. ▇▇▇▇▇▇▇
Exhibit 3.1
Exhibit 2.06
------------
NONE
Exhibit 3.1
Exhibit 2.07
------------
List of litigation and investigations
-------------------------------------
Various customer complaints and suits regarding manufactured hair removal
products.
Dept. of Environmental Conservation matter re: Removal of drums from the
Buffalo plant and other possible violations at Buffalo plant.
EEOC complaint alleging discriminatory hiring.
Exhibit 3.1
Exhibit 2.08
------------
Exceptions to Innovative Chemical Corp. having clear title to any assets
------------------------------------------------------------------------
HSBC Bank - operating line of credit securing accounts receivable and
inventories
HSBC Bank - term loan securing certain equipment
HSBC Bank - bank mortgage on ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Exhibit 3.1
Exhibit 2.09
------------
Transactions with affiliates and directors
------------------------------------------
Loan payable from Innovative to ▇▇▇▇ ▇▇▇▇▇▇▇▇
Monthly rent paid to 711 Northland, Inc.
Monthly rent paid to Mt. ▇▇▇▇▇▇ Properties, Inc.
Monthly commissions paid to Nextar Holdings, Inc.
Various sales to Phase II Marketing, Inc. dba Speciality Products
Various sales made to Media Products
Exhibit 3.1
3.01: Organization
------------------
* Certificate of Good Standing
* Authority to do Business in Florida
* Corporate Charter and Articles of Incorporation
Exhibit 3.1
3.02: Capitalization
--------------------
* Authorized Shares ---- 50 million
* List of Shareholders
Exhibit 3.1
3.02: Subsidiaries and Investments
----------------------------------
None
Exhibit 3.1
3.04: Authority
---------------
* Company Bylaws
Exhibit 3.1
3.05: Undisclosed Liabilities
-----------------------------
* None
Exhibit 3.1
3.06: Undisclosed Litigation
----------------------------
* None
Exhibit 3.1
3.07: Title to Assets
---------------------
Med Gen has title to all assets listed in its SEC-filed Financial
Statements
Exhibit 3.1
3.08: Lease and Undertakings
----------------------------
Med Gen's Lease for its Corporate HQ plus List of Overseas Distributors
Exhibit 3.1
3.09: Underlying Documents
--------------------------
* Med Gen's Corporate Minutes since January 2001
Exhibit 3.1
3.10: Transactions with Affiliates, Directors and Shareholders
--------------------------------------------------------------
None
Exhibit 3.1
3.11: No Conflict
-----------------
See Bylaws to confirm
Exhibit 3.1
3.12: Disclosure
----------------
See Corporate Minutes to confirm
Exhibit 3.1
3.13: Financial Statements
--------------------------
Annual 10-KSB filing with the SEC and 10-QSB quarterly filing with the SEC
Exhibit 3.1