EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is entered into as of
January 30, 2004, by and between NuWay Medical, Inc., a Delaware corporation
("BUYER"); Xxxxxxx X. Xxxx, an individual residing in Florida ("E-XXXX"); Xxxx
X. Xxxx, an individual residing in Florida ("L-XXXX"); and Premium Medical
Group, Inc., a Florida corporation ("CORPORATION"). In this Agreement, E-Xxxx
and L-Xxxx are collectively referred to as "SHAREHOLDER". In this Agreement,
Shareholder and Corporation are collectively referred to as the "Seller" or the
"selling parties".
RECITALS
WHEREAS, the parties desire that Buyer acquire all of the outstanding
capital stock of Corporation (the "SHARES") in exchange for securities of Buyer
(the "SHARE EXCHANGE"), all as more particularly set forth herein; and
WHEREAS, the boards of directors of the parties to this Agreement have
determined that the proposed transaction is advisable and for the general
welfare and advantage of their respective corporations and shareholders; and
WHEREAS, the Share Exchange shall be consummated pursuant to and in
accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
agreements, representations and warranties hereinafter contained, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer, Shareholder, and Corporation agree as follows:
ARTICLE I
SALE AND TRANSFER OF SHARES
1.1. Tax Free Reorganization/Share Exchange. Corporation and Buyer adopt
this Agreement as a plan of reorganization under Internal Revenue Code Section
368(a)(1)(B) and pursuant to Section 607.1102 of the Florida Business
Corporation Act. The Plan of Share Exchange, attached hereto as EXHIBIT A, is
incorporated herein by reference.
1.2. Transfer of Shares. Subject to the terms and conditions set forth in
this Agreement, on the closing date (the "CLOSING"), Shareholder will transfer
and convey the Shares to Buyer, and Buyer will acquire the Shares from
Shareholder.
1.3. Payment of Purchase Price. As full payment for the transfer of the
Shares by Shareholder to Buyer, Buyer must deliver into escrow, as set forth
herein, the following at the closing: 30,000,000 shares of Buyer's common stock
(the "NUWAY SHARES"), having a par value of $0.00067 per share, issued as
follows: 15,000,000 issued in the name of Xxxx X. Xxxx and 15,000,000 issued in
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the name of Xxxxxxx X. Xxxx. The NuWay Shares will be held in escrow by the
Xxxxx X. Xxxx, P.A., the Seller's legal counsel, until such time as the
Adjustment Period, as that term is defined herein, ends, and any adjustment to
the Purchase Price is then made. Although held in escrow, the Shareholder shall
have full voting rights of the NuWay Shares. Subject to the terms and conditions
set forth in this Agreement, the parties hereto understand and agree that Xxxx
X. Xxxx and Xxxxxxx X. Xxxx shall assign and transfer their NuWay Shares into
their yet to be formed family limited partnership or other assignee. THE NUWAY
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES ACT OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS COVERING THE NUWAY SHARES OR
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACTS.
1.4. Adjustment to Purchase Price. At the end of the Adjustment Period, the
Purchase Price shall be adjusted per the formula set forth in this paragraph.
For the purposes of the formula, the following definitions shall apply: (i)
"Baseline Amount" shall equal $1,200,000; (ii) the "Adjustment Period" shall
begin on January 1, 2004, and shall end on December 31, 2004. Within 15 days
after the end of the Adjustment Period, the Buyer shall remit to the selling
parties an accounting of the revenues generated by the Corporation during the
Adjustment Period. If the gross revenues (as that term is defined by GAAP) is
less than the Baseline Amount, then the Purchase Price shall be adjusted to
reflect to the amount of gross revenues generated during the Adjustment Period.
Stock certificates shall be re-issued to the Shareholder (at the same $0.04 per
share price) forthwith reflecting the new Purchase Price. By way of example
only, should the gross revenue generated during the adjustment period equal
$1,000,000, then the purchase price shall be reduced from $1,200,000 to
$1,000,000, and 25,000,000 shares will be issued to the Shareholder (rather than
30,000,000 had $1,200,000 in gross revenues been generated).
1.5. Earn Out. For the period beginning on January 1, 2004, through the
period ending December 31, 2004 (the "EARN OUT PERIOD"), the Shareholder may be
entitled to an earn out bonus in the event that the Corporation generates net
income (as that term is defined below) during the Earn Out Period, as follows:
20% of Net Income (GAAP) for Net Income of up to $1,000,000
15% of Net Income (GAAP) for Net Income of $1,000,000 up to $2,000,000
10% of Net Income (GAAP) for Net Income over $2,000,000
The Earn Out bonus will be paid by cashless warrants issued to purchase
common stock at the stock price at the end of the Earn Out Period, determined by
the 30 day average of the 15 days before the end of the one year period through
the 15 days after the end of the one year period. The warrant will require
conversion into common stock within one year of its issuance.
1.6 Net Income Defined. "NET INCOME" means the consolidated net income - as
computed for federal income tax purposes without any deduction for any interest,
depreciation, amortization, or federal, state, or other income taxes - of the
Corporation, and any other subsidiary of either hereafter organized that may be
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consolidated with Corporation for federal income tax purposes. Net income for
each fiscal year will be computed by independent public accountants, and a copy
of this computation will accompany each payment to Shareholder under this
paragraph and will be binding on Shareholder and Buyer.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1.0 Corporation's Representations and Warranties. Corporation represents
and warrants to Buyer that the following statements are true and correct as of
the Closing:
2.1.1 Organization. Corporation is a corporation duly organized, validly
existing, and in good standing under the laws of Florida and has all necessary
corporate powers to own its properties and operate its business as now owned and
operated by it. Neither the ownership of its properties nor the nature of its
business requires Corporation to be qualified in any jurisdiction other than the
state of its incorporation.
2.1.2 Authority. Seller has the authority to enter into, execute and
deliver this Agreement and any other instruments and agreements required to be
executed and delivered pursuant to this Agreement and to consummate the
transactions contemplated herein. This Agreement is a valid and binding
obligation of Seller, enforceable in accordance with its terms.
2.2.3. Capital Structure. The authorized capital stock of Corporation
consists of 1,000 shares of common stock, having a par value of $1.00 each, of
which 200 shares are issued and outstanding, as follows: E-Xxxx holds 100
shares; L-Xxxx holds 100 shares. All the Shares are validly issued, fully paid,
and nonassessable, and such shares have been so issued in full compliance with
all federal and state securities laws. There are no outstanding subscriptions,
options, rights, warrants, convertible securities, or other agreements or
commitments obligating Corporation to issue or to transfer from treasury any
additional shares of its capital stock of any class.
2.1.4. Ownership of Shares. Shareholder is the owner, beneficially and of
record, of all the Shares free and clear of all liens, encumbrances, security
agreements, equities, options, claims, charges, and restrictions. Shareholder
has full power to transfer the Shares to Buyer without obtaining the consent or
approval of any person or governmental authority.
2.1.5. No Subsidiary. Corporation does not own, directly or indirectly, any
interest or investment (whether equity or debt) in any corporation, partnership,
business, trust, or other entity.
2.1.6 Financials. Schedule 2.1.6 to this Agreement sets forth the
un-audited consolidated and consolidating balance sheets of Corporation as of
December 31, 2003, and the related consolidated and consolidating statements of
income and retained earnings for the year ended on that date, certified by the
treasurer/chief financial officer of Corporation as accurately reflecting the
financial condition of Corporation for those periods. The financial statements
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in Schedule 2.1.6 are referred to as the "Financial Statements". The Financial
Statements have been prepared in accordance with generally accepted accounting
principles consistently followed by Corporation throughout the periods
indicated, and fairly present the financial position of Corporation on the
respective dates of the balance sheets included in the financial statements, and
the results of its operations for the respective periods indicated.
2.1.7 Financials. Since December 31, 2003, there has not been any change in
the financial condition or operations of Corporation, except changes in the
ordinary course of business, which have not been materially adverse.
2.1.8. Change in Financial Condition. Since December 31, 2003, there has
been no:
(a) Transaction by Corporation except in the ordinary course of
business as conducted on that date;
(b) Capital expenditure by Corporation exceeding $10,000;
(c) Material adverse change in the financial condition,
liabilities, assets, business, or prospects of Corporation;
(d) Destruction, damage to, or loss of any asset of Corporation
whether insured or uninsured) that materially and adversely
affects the financial condition, business, or prospects of
Corporation;
(e) Change in accounting methods or practices (including,
without limitation, any change in depreciation or
amortization policies or rates) by Corporation;
(f) Revaluation by Corporation of any of its assets;
(g) Declaration, setting aside, or payment of a dividend or
other distribution in respect to the capital stock of
Corporation, or any direct or indirect redemption, purchase,
or other acquisition by Corporation of any of its shares of
capital stock;
(h) Increase in the salary or other compensation payable or to
become payable by Corporation to any of its officers,
directors, or employees or declaration, payment, or
commitment or obligation of any kind for the payment, by
Corporation, of a bonus or other additional salary or
compensation to any such person;
(i) Sale or transfer of any asset of Corporation, except in the
ordinary course of business;
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(j) Amendment or termination of any contract, agreement, or
license to which Corporation is a party, except in the
ordinary course of business;
(k) Loan by Corporation to any person or entity, or guaranty by
Corporation of any loan;
(l) Mortgage, pledge, or other encumbrance of any asset of
Corporation;
(m) Waiver or release of any right or claim of Corporation,
except in the ordinary course of business;
(n) Commencement, notice, or threat of commencement of any civil
litigation or governmental proceeding against Corporation or
investigation of its affairs;
(o) Labor trouble or claim of wrongful discharge or other
unlawful labor practice or action;
(p) Issuance or sale by Corporation of any shares of its capital
stock of any class or of any other of its securities;
(q) Agreement by Corporation to do any of the things described
in the preceding clauses (a) through (p); or
(r) Other event or condition of any character that has or might
reasonably have a material and adverse effect on the
financial condition, business, assets, liabilities, or
prospects of Corporation.
2.1.9. No Undisclosed Debts or Liabilities. Corporation has no debt,
liability, or obligation of any nature, whether accrued, absolute, contingent,
or otherwise, and whether due or to become due, that is not reflected or
reserved against in Corporation's consolidated balance sheet as of December 31,
2003, included in the financial statements or set forth in Schedule 2.1.9 to
this Agreement, except for (1) those that may have been incurred after the date
of that consolidated balance sheet, (2) those that are not required by generally
accepted accounting principles to be included in a balance sheet, (3) those that
are the subject of year-end adjustments, and (4) those ordinarily included in
footnotes. All debts, liabilities, and obligations incurred after that date were
incurred in the ordinary course of business and are usual and normal in amount
both individually and in the aggregate.
2.1.10. No Unpaid Taxes. Within the times and in the manner prescribed by
law, Corporation has filed all federal, state, and local tax returns required by
law and have paid all taxes, assessments, and penalties shown to be due and
payable on such returns. The provisions for taxes reflected in Corporation's
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consolidated balance sheet as of December 31, 2003 are adequate for federal,
state, county, and local taxes for the period ending on the date of that balance
sheet and for all prior periods, whether disputed or undisputed. There are no
present disputes about taxes of any nature payable by Corporation.
2.1.11. Real Property. Schedule 2.1.11 to this Agreement is a complete list
of all real property owned by or leased to Corporation, together with an
accurate brief description of each property.
2.1.12. Personal Property. Except as stated in Schedule 2.1.12, no personal
property used by Corporation in connection with its business is held under any
lease, security agreement, conditional sales contract, or other title retention
or security arrangement, or is located other than in the possession of
Corporation.
2.1.13. Accounts Receivable. All accounts receivable of Corporation shown
on the balance sheet of Corporation as of December 31, 2003, arose from valid
sales in the ordinary course of business. The consolidated balance sheet
reflects adequate reserves for doubtful accounts and trade discounts, on a basis
consistent with that of prior years.
2.1.14. Intellectual Property. Other than as set forth on Schedule 2.1.14,
Corporation does not use any trademark, service xxxx, trade name, or copyright
in its business, and does not own any trademarks, trademark registrations or
applications, trade names, service marks, copyrights, or copyright registrations
or applications. No person owns any trademark, trademark registration or
application, service xxxx, trade name, copyright, or copyright registration, or
application the use of which is necessary or contemplated in connection with the
operation of Corporation's business or in connection with the performance of any
contract to which Corporation is a party.
2.1.15. Title to Assets. Corporation has good and marketable title to all
its assets and interests in assets, whether real, personal, mixed, tangible, or
intangible, that constitute all the assets and interests in assets that are used
in the businesses of Corporation. All these assets are free and clear of
restrictions on or conditions to transfer or assignment and free and clear of
mortgages, liens, pledges, charges, encumbrances, equities, claims, easements,
rights of way, covenants, conditions, or restrictions, except for (1) those
disclosed in Corporation's balance sheet as of December 31, 2003, or in Schedule
2.1.12 to this Agreement; (2) the lien of current taxes not yet due and payable;
and (3) possible minor matters that, in the aggregate, are not substantial in
amount and do not materially detract from or interfere with the present or
intended use of any of these assets or materially impair business operations.
Corporation is not in default or in arrears in any material respect under any
lease. All real property and tangible personal property of Corporation that is
necessary to the operation of its business is in good operating condition and
repair, ordinary wear and tear excepted. Corporation is in possession of all
premises leased to it from others. Neither Shareholder; nor any officer,
director, or employee of Corporation; nor any spouse, child, or other relative
of any of these persons owns, or has any interest, directly or indirectly, in
any of the real or personal property owned by or leased to Corporation or any
copyrights, patents, trademarks, trade names, or trade secrets licensed by
Corporation.
2.1.16. Current Customers. Schedule 2.1.16 to this Agreement is a correct
and current list of all customers of Corporation together with summaries of the
sales made to each customer during the most recent fiscal year. Except as
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indicated in Schedule 2.1.16, neither Corporation nor Shareholder has any
information indicating that any of these customers intend to cease doing
business with Corporation or materially alter the amount of the business they
are presently doing with Corporation. Shareholder covenants not to divert sales
from the identified customers to other entities post-closing, and agrees that
the Corporation is entitled to the net proceeds of any such diverted sales.
2.1.17. Insurance Policies. Schedule 2.1.17 to this Agreement is a
description of all insurance policies held by Corporation concerning its
business and properties. All these policies are in the respective principal
amounts set forth in Schedule 2.1.17. Corporation has maintained and now
maintains (1) insurance on all their assets and businesses of a type customarily
insured, covering property damage and loss of income by fire or other casualty,
and (2) adequate insurance protection against all liabilities, claims, and risks
against which it is customary to insure. Corporation is not in default with
respect to payment of premiums on any such policy. Except as set forth in
Schedule 2.1.17, no claim is pending under any such policy.
2.1.18. Distribution Agreements. Corporation is not a party to, nor is its
property bound by, any distributor's or manufacturer's representative or agency
agreement; any output or requirements agreement; any agreement not entered into
in the ordinary course of business; any indenture, mortgage, deed of trust, or
lease; or any agreement that is unusual in nature, duration, or amount
(including any agreement requiring the performance by Corporation or Subsidiary
of any obligation for more than one year from closing date or calling for
consideration of more than $10,000); except the agreements listed in Schedule
2.1.18, copies of which have been furnished or made available to Buyer. There is
no default or event that, with notice, lapse of time, or both, would constitute
a default by any party to any of these agreements. Corporation has received no
notice that any party to any of these agreements intends to cancel or terminate
any of these agreements or to exercise or not exercise any options under any of
these agreements. Corporation is not a party to, and its property is not bound
by, any agreement that is materially adverse to the businesses, properties, or
financial condition of Corporation.
2.1.19. No Violations of Laws or Regulations. Corporation has not received
notice of any violation of any applicable federal, state, or local statute, law,
or regulation (including any applicable building, zoning, environmental
protection, or other law, ordinance, or regulation) affecting its properties or
the operation of its business; and to the best of the knowledge of Shareholder
and Corporation, there are no such violations, and each represents that:
(a) Corporation has complied with all requirements of the
Occupational Safety and Health Act and regulations promulgated
thereunder, the consequences of a violation of which could have a
material adverse effect on their operations, and with all orders,
judgments, and decrees of any tribunal under such legislation
that apply to their business or properties.
(b) Corporation is not in violation of any provision of the Export
Administration Act of 1979 or the Foreign Corrupt Practices Act
of 1977.
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(c) Corporation has not directly or indirectly paid or delivered any
fee, commission, or other money or property, however
characterized, to any finder, agent, government official, or
other party, in the United States or any other country, that is
in any manner related to the business or operations of
Corporation, and that Shareholder, or Corporation knows or has
reason to believe to have been illegal under any federal, state,
or local law of the United States or any other country having
jurisdiction. Corporation has not participated, directly or
indirectly, in any boycott or other similar practice affecting
any of its actual or potential customers. Corporation has at all
times done business in an open and ethical manner.
2.1.20. Litigation. Except as set forth in Schedule 2.1.20, there is no
pending, or, to the best knowledge of Shareholder and Corporation, threatened,
suit, action, arbitration, or legal, administrative, or other proceeding, or
governmental investigation against or affecting Corporation, or any of its
businesses, assets, or financial conditions. The matters set forth in Schedule
2.1.20, if any, if decided adversely to Corporation or Subsidiary, will not
result in a material adverse change in the business, assets, or financial
condition of Corporation. Selling Parties have furnished or made available to
Buyer copies of all relevant court papers and other documents relating to the
matters set forth in Schedule 2.1.20, if any. Corporation is not in default with
respect to any order, writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality. Except as set forth in
Schedule 2.1.20, neither Corporation nor Shareholder is presently engaged in any
legal action to recover money owed to any of them or damages sustained by any of
them.
2.1.21. Agreement Will Not Violate Certain Conditions. The consummation of
the transactions contemplated by this Agreement will not result in or constitute
any of the following: (1) a breach of any term or provision of this Agreement;
(2) a default or an event that, with notice, lapse of time, or both, would be a
default, breach, or violation of the articles of incorporation or bylaws of
Corporation or any lease, license, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement, instrument,
or arrangement to which Shareholder or Corporation is a party or by which any of
them or the property of any of them is bound; (3) an event that would permit any
party to terminate any agreement or to accelerate the maturity of any
indebtedness or other obligation of Corporation; or (4) the creation or
imposition of any lien, charge, or encumbrance on any of the properties of
Corporation.
2.1.22. Interest in Customers, Suppliers and Competitors. Except as set
forth in Schedule 2.1.22, neither Shareholder; nor any officer, director, or
employee of Corporation; nor any spouse or child of any of them has any direct
or indirect interest in any competitor, supplier, or customer of Corporation or
in any person from whom or to whom Corporation leases any real or personal
property, or in any other person with whom Corporation is doing business.
2.1.23. Corporate Documents. Selling Parties have furnished to Buyer for
its examination (1) copies of the articles of incorporation and bylaws of
Corporation; (2) the minute books of Corporation containing all records required
to be set forth of all proceedings, consents, actions, and meetings of the
shareholders and boards of directors of Corporation; (3) all permits, orders,
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and consents issued by the Florida Division of Corporations with respect to
Corporation, or any security of either of them, and all applications for such
permits, orders, and consents; and (4) the stock transfer books of Corporation
setting forth all transfers of any capital stock.
2.1.24. Identification and Compensation of Corporate Personnel. Schedule
2.1.24 is a list of the names and addresses of all officers, directors,
employees, agents, and manufacturer's representatives of Corporation, stating
the rates of compensation payable to each.
2.1.25. Persons Having Power of Attorney or Access to Corporate Accounts.
Schedule 2.1.25 lists (1) the names and addresses of all persons holding a power
of attorney on behalf of Corporation and (2) the names and addresses of all
banks or other financial institutions in which Corporation has an account,
deposit, or safe deposit box, with the names of all persons authorized to draw
on these accounts or deposits or to have access to these boxes.
2.1.26. Description of Business. Schedule 2.1.26 is a description of the
business and properties of Corporation prepared by Selling Parties for inclusion
in Buyer's SEC filings required as a result of this transaction. Selling Parties
acknowledge that financial statements will also be used in any such filings and
that potential liability to Buyer may arise out of such use. Neither the
description of the business and properties of Corporation nor the financial
statements contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made. Selling Parties agree, on
Buyer's request, to furnish to Buyer such additional information about the
Selling Parties' business and properties as Buyer may require for inclusion in
SEC filings. The information set forth in Schedule 2.1.26, as supplemented by
any additional information that Selling Parties may furnish under this
paragraph, will not contain any untrue statement of a material fact, or omit any
material fact necessary to make the statements made true.
2.1.27. Full Information. There exists no condition or event, nor is there
any condition or event which has had or might be expected to have an adverse
effect on the Corporation or its business, and no information furnished to Buyer
by Selling Parties regarding the Corporation or its business contains or will
contain any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they are made, not misleading.
2.2.0 Buyer's Representations and Warranties. Buyer represents and warrants
to Shareholder and Corporation that the following statements are true and
correct as of the Closing. Where the context allows, Buyer and Buyer's 51% owned
subsidiary NuWay Sports, LLC shall collectively be referred to as "Buyer" in
this section 2.2 Buyer's Representations and Warranties:
2.2.1. Organization. Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware and has all necessary
corporate powers to own its properties and operate its business as now owned and
operated by it. Neither the ownership of its properties nor the nature of its
business requires Buyer to be qualified in any jurisdiction other than the state
of its incorporation.
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2.2.2. Authority. Buyer has the authority to enter into, execute and
deliver this Agreement and any other instruments and agreements required to be
executed and delivered pursuant to this Agreement and to consummate the
transactions contemplated herein. This Agreement is a valid and binding
obligation of Buyer, enforceable in accordance with its terms.
2.2.3. Capital Structure. The authorized capital stock of Buyer consists of
100,000,000 shares of common stock, having a par value of $0.00067 each, of
which 35,186,486 shares are issued and outstanding, and 25,000,000 shares of
preferred stock, having a par value of $0.00067 each, of which no shares are
issued and outstanding (the "BUYER SHARES"). All of the Shares are validly
issued, fully paid, and nonassessable, and such shares have been so issued in
full compliance with all federal and state securities laws. There are no
outstanding subscriptions, options, rights, warrants, convertible securities, or
other agreements or commitments obligating Buyer to issue or to transfer from
treasury any additional shares of its capital stock of any class.
2.2.4. Reports and Financial Statements. Other than as set forth herein,
from December 31, 2000 to the date hereof, except where failure to do so did not
and would not have a material adverse effect on Buyer, Buyer has filed all
reports, registrations and statements, together with any required amendments
thereto, that it was required to file with the SEC, including, but not limited
to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and Proxy Statements (collectively the
"BUYER'S REPORTS"). Buyer has furnished or will furnish to Corporation copies of
all Buyer's Reports filed with the SEC since December 31, 2000. As of their
respective dates (but taking into account any amendments filed prior to the date
of this Agreement), the Buyer's Reports (other than the financial statements
included therein) complied in all material respects with all the rules and
regulations promulgated by the SEC and did not contain any untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, misleading. The financial statements of Buyer included in
the Buyer's Reports complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto, were prepared in accordance with GAAP consistently applied
during the periods presented (except, as noted therein, or, in the case of
unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present
(subject, in the case of unaudited statements, to normal audit adjustments) the
financial position of Buyer and its consolidated subsidiaries as of the date
thereof and the results of their operations and their cash flows for the periods
then ended.
2.2.5. Change in Financial Condition. Since June 30, 2003, there has been
no:
(a) Transaction by Buyer except in the ordinary course of business as
conducted on that date;
(b) Material adverse change in the financial condition, liabilities,
assets, business, or prospects of Buyer;
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(c) Destruction, damage to, or loss of any asset of Buyer whether
insured or uninsured) that materially and adversely affects the
financial condition, business, or prospects of Buyer;
(d) Change in accounting methods or practices (including, without
limitation, any change in depreciation or amortization policies
or rates) by Buyer;
(e) Revaluation by Buyer of any of its assets;
(f) Declaration, setting aside, or payment of a dividend or other
distribution in respect to the capital stock of Buyer, or any
direct or indirect redemption, purchase, or other acquisition by
Buyer of any of its shares of capital stock;
(g) Increase in the salary or other compensation payable or to become
payable by Buyer to any of its officers, directors, or employees
or declaration, payment, or commitment or obligation of any kind
for the payment, by Buyer, of a bonus or other additional salary
or compensation to any such person;
(h) Sale or transfer of any asset of Buyer, except in the ordinary
course of business;
(i) Amendment or termination of any contract, agreement, or license
to which Buyer is a party, except in the ordinary course of
business;
(j) Loan by Buyer to any person or entity, or guaranty by Buyer of
any loan;
(k) Mortgage, pledge, or other encumbrance of any asset of Buyer;
(l) Waiver or release of any right or claim of Buyer, except in the
ordinary course of business;
(m) Commencement, notice, or threat of commencement of any civil
litigation or governmental proceeding against Buyer or
investigation of its affairs;
(n) Labor trouble or claim of wrongful discharge or other unlawful
labor practice or action;
(o) Issuance or sale by Buyer of any shares of its capital stock of
any class or of any other of its securities;
(p) Agreement by Buyer to do any of the things described in the
preceding clauses (a) through (o); or
(q) Other event or condition of any character that has or might
reasonably have a material and adverse effect on the financial
condition, business, assets, liabilities, or prospects of Buyer.
2.2.6. No Undisclosed Debts or Liabilities. Buyer has no debt, liability,
or obligation of any nature, whether accrued, absolute, contingent, or
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otherwise, and whether due or to become due, that is not reflected or reserved
against in Buyer's consolidated balance sheet as of June 30, 2003, included in
the financial statements or set forth in Schedule 2.2.6
to this Agreement, except for (1) those that may have been incurred after
the date of that consolidated balance sheet, (2) those that are not required by
generally accepted accounting principles to be included in a balance sheet, (3)
those that are the subject of year-end adjustments, and (4) those ordinarily
included in footnotes. All debts, liabilities, and obligations incurred after
that date were incurred in the ordinary course of business and are usual and
normal in amount both individually and in the aggregate.
2.2.7. No Unpaid Taxes. Within the times and in the manner prescribed by
law, Buyer has filed all federal, state, and local tax returns required by law
and have paid all taxes, assessments, and penalties shown to be due and payable
on such returns. The provisions for taxes reflected in Buyer's consolidated
balance sheet as of December 31, 2003 are adequate for federal, state, county,
and local taxes for the period ending on the date of that balance sheet and for
all prior periods, whether disputed or undisputed. There are no present disputes
about taxes of any nature payable by Buyer.
2.2.8. Title to Assets. Buyer has good and marketable title to all its
assets and interests in assets, whether real, personal, mixed, tangible, or
intangible, that constitute all the assets and interests in assets that are used
in the businesses of Buyer. All these assets are free and clear of restrictions
on or conditions to transfer or assignment and free and clear of mortgages,
liens, pledges, charges, encumbrances, equities, claims, easements, rights of
way, covenants, conditions, or restrictions, except for (1) those disclosed in
Buyer's consolidated balance sheet as of June 30, 2003; (2) the lien of current
taxes not yet due and payable; and (3) possible minor matters that, in the
aggregate, are not substantial in amount and do not materially detract from or
interfere with the present or intended use of any of these assets or materially
impair business operations. Buyer is not in default or in arrears in any
material respect under any lease. All real property and tangible personal
property of Buyer that is necessary to the operation of its business is in good
operating condition and repair, ordinary wear and tear excepted. Buyer is in
possession of all premises leased to it from others. No officer, director, or
employee of Buyer; or any spouse, child, or other relative of any of these
persons owns, or has any interest, directly or indirectly, in any of the real or
personal property owned by or leased to Buyer or any copyrights, patents,
trademarks, trade names, or trade secrets licensed by Buyer.
2.2.9. No Violations of Laws or Regulations. Buyer has not received notice
of any violation of any applicable federal, state, or local statute, law, or
regulation (including any applicable building, zoning, environmental protection,
or other law, ordinance, or regulation) affecting its properties or the
operation of its business; and to the best of the knowledge of Buyer, there are
no such violations, and Buyer represents that:
(a) Buyer has complied with all requirements of the Occupational Safety
and Health Act and regulations promulgated thereunder, the
consequences of a violation of which could have a material adverse
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effect on their operations, and with all orders, judgments, and
decrees of any tribunal under such legislation that apply to their
business or properties.
(b) Buyer is not in violation of any provision of the Export
Administration Act of 1979 or the Foreign Corrupt Practices Act of
1977.
(c) Buyer has not directly or indirectly paid or delivered any fee,
commission, or other money or property, however characterized, to any
finder, agent, government official, or other party, in the United
States or any other country, that is in any manner related to the
business or operations of Buyer, and that Buyer knows or has reason to
believe to have been illegal under any federal, state, or local law of
the United States or any other country having jurisdiction. Buyer has
not participated, directly or indirectly, in any boycott or other
similar practice affecting any of its actual or potential customers.
Buyer has at all times done business in an open and ethical manner.
2.2.10. Litigation. Except as set forth in Schedule 2.2.10, there is no
pending, or, to the best knowledge of Buyer, threatened, suit, action,
arbitration, or legal, administrative, or other proceeding, or governmental
investigation against or affecting Buyer, or any of its businesses, assets, or
financial conditions. The matters set forth in Schedule 2.2.10, if any, if
decided adversely to Buyer or Subsidiary, will not result in a material adverse
change in the business, assets, or financial condition of Buyer. Buyer has
furnished or made available to Corporation copies of all relevant court papers
and other documents relating to the matters set forth in Schedule 2.2.10. Buyer
is not in default with respect to any order, writ, injunction, or decree of any
federal, state, local, or foreign court, department, agency, or instrumentality.
Except as set forth in Schedule 2.2.10, Buyer is not presently engaged in any
legal action to recover money owed to any of them or damages sustained by any of
them.
2.2.11. Agreement Will Not Violate Certain Conditions. The consummation of
the transactions contemplated by this Agreement will not result in or constitute
any of the following: (1) a breach of any term or provision of this Agreement;
(2) a default or an event that, with notice, lapse of time, or both, would be a
default, breach, or violation of the articles of incorporation or bylaws of
Buyer or any lease, license, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement, instrument,
or arrangement to which Buyer is a party or by which any of them or the property
of any of them is bound; (3) an event that would permit any party to terminate
any agreement or to accelerate the maturity of any indebtedness or other
obligation of Buyer; or (4) the creation or imposition of any lien, charge, or
encumbrance on any of the properties of Buyer.
2.2.12. Identification and Compensation of Corporate Personnel. Schedule
2.2.12 is a list of the names and addresses of all officers, directors,
employees, agents, and manufacturer's representatives of Buyer, stating the
rates of compensation payable to each.
2.2.13. Persons Having Power of Attorney or Access to Corporate Accounts.
Schedule 2.2.13 lists (1) the names and addresses of all persons holding a power
of attorney on behalf of Buyer and (2) the names and addresses of all banks or
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other financial institutions in which Buyer has an account, deposit, or safe
deposit box, with the names of all persons authorized to draw on these accounts
or deposits or to have access to these boxes.
ARTICLE III
INDEMNIFICATION OBLIGATIONS
3.1 Indemnification by Corporation. In addition to any other remedies
available under applicable law, Corporation will indemnify, defend, and hold
harmless Buyer and its officers, directors, managers, employees and consultants
(collectively, the "BUYER INDEMNITEES") against and in respect of any and all
claims, demands, losses, recoveries, and deficiencies, including interest,
penalties, and reasonable attorneys' fees (collectively, "LOSSES") that the
Buyer Indemnitees will incur or suffer after the Closing and which arise out of
(i) the incorrectness, untruth, or breach of any warranty, representation or
covenant made in this Agreement or in the schedules or exhibits hereto by
Corporation and (ii) any liabilities of, or claims against, Corporation and/or
Buyer related to the business of the Corporation arising from events that
occurred before the Closing and that are not the result on negligence or
intentional misconduct of the Buyer Indemnitees.
3.2 Indemnification by Buyer. In addition to any other remedies available
under applicable law, Buyer shall indemnify, defend, and hold harmless
Corporation and its officers, directors, managers, employees and consultants
(collectively, the "CORPORATION INDEMNITEES") against and in respect of any and
all Losses that the Corporation Indemnitees shall incur or suffer after the
Closing and which arise out of (i) the incorrectness, untruth, or breach of any
warranty, representation or agreement made in this Agreement or exhibits hereto
by Buyer or (ii) any liabilities of, or claims against the Buyer and/or
Corporation and/or the Shareholder related to the business of the Buyer arising
from events that occur after the Closing, and that were not a result of
negligence or intentional misconduct of the Corporation Indemnitees.
3.3. Indemnification Procedures for Third Party Claims.
(a) Promptly after receipt by any person entitled to indemnification
hereunder (an "INDEMNIFIED PARTY") of notice of the commencement of
any action, suit or proceeding by a person not a party to this
Agreement in respect of which the indemnified party will seek
indemnification hereunder (a "THIRD PARTY ACTION"), the indemnified
party shall notify the person that is obligated to provide such
indemnification (the "INDEMNIFYING PARTY") thereof in writing, but any
failure to so notify the indemnifying party shall not relieve it from
any liability that it may have to the indemnified party hereunder,
except to the extent that the indemnifying party is prejudiced by the
failure to give such notice. The indemnifying party shall be entitled
to participate in the defense of such Third Party Action and to assume
control of such defense (including settlement of such Third Party
Action) with counsel reasonably satisfactory to such indemnified
party; provided, however, that:
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(b) the indemnified party shall be entitled to participate in the defense
of such Third Party Action and to employ counsel at its own expense to
assist in the handling of such Third Party Action;
(c) the indemnifying party shall obtain the prior written approval of the
indemnified party before entering into any settlement of such Third
Party Action or ceasing to defend against such Third Party Action, if
pursuant to or as a result of such settlement or cessation, injunctive
or other equitable relief would be imposed against the indemnified
party or the indemnified party would be adversely affected thereby;
(d) no indemnifying party shall consent to the entry of any judgment or
enter into any settlement that does not include as an unconditional
term thereof the giving by each claimant or plaintiff to each
indemnified party of a release from all liability in respect of such
Third Party Action; and
(e) the indemnifying party shall not be entitled to control the defense of
any Third Party Action unless the indemnifying party confirms in
writing its assumption of such defense and continues to pursue the
defense reasonably and in good faith. After written notice by the
indemnifying party to the indemnified party of its election to assume
control of the defense of any such Third Party Action in accordance
with the foregoing, (i) the indemnifying party shall not be liable to
such indemnified party hereunder for any legal expenses subsequently
incurred by such indemnified party attributable to defending against
such Third Party Action, and (ii) as long as the indemnifying party is
reasonably contesting such Third Party Action in good faith, the
indemnified party shall not admit any liability with respect to, or
settle, compromise or discharge the claim underlying, such Third Party
Action without the indemnifying party's prior written consent. If the
indemnifying party does not assume control of the defense of such
Third Party Action in accordance with this Section 3.3, the
indemnified party shall have the right to defend and/or settle such
Third Party Action in such manner as it may deem appropriate at the
cost and expense of the indemnifying party, and the indemnifying party
will promptly reimburse the indemnified party in accordance with this
Section 3.3. The reimbursement of fees, costs and expenses required by
this Section 3.3 shall be made by periodic payments during the course
of the investigation or defense, as and when bills are received or
expenses incurred.
(f) If an indemnified party has actual knowledge of any facts or
circumstances other than the commencement of a Third Party Action
which cause in good faith it to believe that it is entitled to
indemnification hereunder then such indemnified party shall promptly
give the indemnifying party notice thereof in writing, but any failure
to so notify the indemnifying party shall not relieve it from any
liability that it may have to the indemnified party hereunder, as the
-15-
case may be, except to the extent that the indemnifying party is
prejudiced by the failure to give such notice.
3.4. Indemnification Procedures for Other Claims. A claim for
indemnification for any matter not involving a Third Party Action may be
asserted by notice from the indemnified party to the indemnifying party made
promptly after the discovery by the indemnified party of the matter giving rise
to the claim, but in no event more than ninety (90) days after discovery
thereof. Such notice shall be in writing and shall set forth in reasonable
detail the nature of and basis for the claim.
ARTICLE IV
GENERAL PROVISIONS
4.1. Survival. The representations and warranties made by the parties
hereto in this Agreement, and their respective obligations to be performed under
the terms hereof at, prior to or after the Closing hereunder, shall not expire
with, or be terminated or extinguished by, such Closing, notwithstanding any
investigation of the facts constituting the basis of the representations and
warranties of any party by any other party hereto.
4.2. Further Assurances. At the request of any of the parties hereto, and
without further consideration, the other parties agree to execute such documents
and instruments and to do such further acts as may be necessary or desirable to
effectuate the transactions contemplated hereby.
4.3. No Broker or Finder. Each of the parties represents and warrants that
it has dealt with no broker or finder in connection with any of the transactions
contemplated by this Agreement, and, insofar as it knows, no broker or other
person is entitled to any conversion or finder's fee, in connection with these
transactions.
4.4. Each Party to Bear Own Costs. Each of the parties shall pay all costs
and expenses incurred or to be incurred by him or it in negotiating and
preparing this Agreement and in closing and carrying out the transactions
contemplated by this Agreement.
4.5. Headings. The subject headings of the Articles and Sections of this
Agreement are included for purposes of convenience only, and shall not affect
the construction or interpretation of any of its provisions.
4.6. Entire Agreement; Waivers. This Agreement and the exhibits and
schedules hereto constitute the entire agreement between the parties
pertaining to the contemporaneous agreements, representations, and
understandings of the parties, and this Agreement supersedes in their
entirety any and all prior verbal or written agreements pertaining to the
subject matter hereof, including, without limitation, any letter of intent.
No supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by all parties. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver
of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed
in writing by the party making the waiver.
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4.7. Third Parties. Nothing in this Agreement, whether express or implied,
is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third person to any party to this
Agreement, nor shall any provision give any third persons any right of
subrogation or action over against any party to this Agreement.
4.8. Successors and Assigns. This Agreement shall be binding on, and shall
inure to the benefit of, the parties to it and their respective heirs, legal
representatives, successors, and assigns.
4.9. Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
To Seller: Premium Medical Group, Inc.,
0000 XX 00 XXX
Xxxxxxxx Xxxxx Xx 00000
To Buyer: NuWay Medical, Inc.
00000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
Any party may change his or its address for purposes of this paragraph by giving
notice of the new address to each of the other parties in the manner set forth
above.
4.10. Attorneys' Fees. In the event that any legal proceeding is brought to
enforce or interpret any of the provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees whether or not the
action or proceeding proceeds to final judgment.
4.11. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
excluding that body of law relating to conflict of laws. The parties hereby (i)
submit to the non-exclusive jurisdiction of the courts of the State of
California and the Federal courts of the United States sitting in the State of
California, County of Orange, for the purpose of any action or proceeding
arising out of or relating to this Agreement and any other documents and
instruments relating hereto, (ii) agree that all claims in respect of any such
action or proceeding may be heard and determined in such courts, (iii)
irrevocably waive (to the extent permitted by applicable law) any objection
which it now or hereafter may have to the laying of venue of any such action or
proceeding brought in any of the foregoing courts, and any objection on the
ground that any such action or proceeding in any such court has been brought in
an inconvenient forum and (iv) agree that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
-17-
suit on the judgment or in any other manner permitted by law. To the fullest
extent permitted by law, and as separately bargained-for-consideration, each
party hereby knowingly and voluntarily waives and relinquishes any right to
trial by jury in any action, suit, proceeding, or counterclaim of any kind
arising out of or relating to this Agreement.
4.12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
Unless, at the Closing, each of the following conditions is either
satisfied or waived by Buyer in writing, Buyer shall not be obligated to effect
the transactions contemplated by this Agreement:
5.1. Representations and Warranties. The representations and warranties of
Seller shall be true and correct as of the Closing.
5.2. Performance of Covenants. Seller shall have performed and complied in
all respects with the covenants and agreements required by this Agreement.
5.3. Items to be Delivered at Closing. Seller shall have tendered for
delivery to Buyer the following:
(a) Delivery of Shares. Certificates representing all of the
outstanding securities of Seller duly endorsed in blank or
accompanied by duly executed stock powers with all requisite
transfer tax stamps attached.
(b) Articles of Share Exchange. A duly executed original of the
Articles of Share Exchange.
(c) Corporate Action. A certified copy of the corporate action of
Corporation authorizing and approving this Agreement and the
transactions contemplated by it.
5.4 Proceedings and Instruments Satisfactory. All proceedings, corporate or
other, to be taken in connection with the transactions contemplated by this
Agreement, and all documents incident to this Agreement, shall be satisfactory
in form and substance to Buyer and Buyer's counsel, whose approval shall not be
withheld unreasonably.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF seller
Unless, at the Closing, each of the following conditions is either
satisfied or waived by Seller in writing, Seller shall not be obligated to
effect the transactions contemplated by this Agreement.
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6.1 Representations and Warranties. The representations and warranties of
Buyer shall be true and correct as of the Closing.
6.2 Items to be Delivered at Closing. Buyer shall have tendered for
delivery to Seller or Corporation's Attorney the following:
(a) Delivery of Shares. Stock certificate representing 30,000,000
shares duly issued in the name of the Shareholders, as more fully
described Section 1.3 herein.
(b) Director's Resolution. A resolution of the Buyer's board of
directors dated the closing date (i) appointing Xxxx X. Xxxx as a
director of the Buyer.
(c) Articles of Share Exchange. A duly executed original of the
Articles of Share Exchange.
(d) Conversion Agreement. A duly executed binding agreement to
convert the secured promissory note in the principal amount of
$1,120,000 (together with accrued interest thereon) held by New
Millennium Capital Partners LLC and NuWay's CEO and President,
Xxxxxx Xxxxxxx into approximately 31,000,000 shares of the
Company's Common Stock; and
6.3 Performance of Covenants. Buyer shall have performed and complied in
all respects with the covenants and agreements required by this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement on the day and year first indicated above.
Dated: January 30, 2004 BUYER,
NUWAY MEDICAL, INC.
---------------------------------
Xxxxxx Xxxxxxx, President
Dated: January 30, 2004 CORPORATION,
PREMIUM MEDICAL GROUP, INC.
---------------------------------
Xxxx X. Xxxx, President
SHAREHOLDER,
Dated: January 30, 2004 XXXXXXX X. XXXX, an individual
---------------------------------
SHAREHOLDER,
Dated: January 30, 2004 XXXX X. XXXX, an individual
---------------------------------
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EXHIBIT A
PLAN OF SHARE EXCHANGE
This Plan of Share Exchange ("PLAN") is entered into between NuWay Medical,
Inc., a Delaware corporation ("ACQUIROR") and Premium Medical Group, Inc., a
Florida corporation ("ACQUIREE").
1. Distribution to Shareholders. On the Effective Date, all of the
shareholders of Acquiree not dissenting from the Plan shall exchange all of the
outstanding stock of Acquiree for 30,000,000 shares of Acquiror and Acquiree
shall become a wholly owned subsidiary of Acquiror.
2. Satisfaction of Rights of Acquiree's Shareholders. All shares of
Acquiror's stock into which shares of Acquiree's stock have been converted and
become exchangeable for under this Plan shall be deemed to have been paid in
full satisfaction of such converted shares.
3. Fractional Shares. Not Applicable.
4. Supplemental Action. If at any time after the Effective Date, Acquiror
shall determine that any further conveyances, agreements, documents,
instruments, and assurances or any further action is necessary or desirable to
carry out the provisions of this Plan, the appropriate officers of Acquiror or
Acquiree, as the case may be, whether past or remaining in office, shall execute
and deliver any and all proper conveyances, agreements, documents, instruments,
and assurances and perform all necessary or proper acts to carry out the
provisions of this Plan.
5. Filing with the Florida Secretary of State and Effective Date. On the
Closing, as provided in the Agreement and Plan of Share Exchange of which this
Plan is a part, Acquiror and Acquiree shall cause their respective Presidents
(or Vice Presidents) to execute Articles of Share Exchange in the form attached
to this Plan and, on execution, this Plan shall be deemed incorporated by
reference into the Articles of Share Exchange as if fully set forth in such
Articles and shall become an exhibit to such Articles of Share Exchange.
Thereafter, the Articles of Share Exchange shall be delivered for filing to the
Florida Secretary of State. In accordance with ss.607.1105(1)(b) of the Florida
Business Corporation Act (the "ACT"), the Articles of Share Exchange shall
specify the "EFFECTIVE DATE." The Effective Date shall be the filing date of the
Articles, as specified herein or in the Agreement and Plan of Share Exchange.
6. Amendment and Waiver. Any of the terms or conditions of this Plan may be
waived at any time by Acquiror or Acquiree by action taken by the Board of
Directors of such party, or may be amended or modified in whole or in part at
any time before the vote of the shareholders of Acquiree by an agreement in
writing executed in the same manner (but not necessarily by the same persons),
or at any time thereafter as long as such change is in accordance with
ss.607.1103 of the Act.
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7. Termination. At any time before the Effective Date (whether before or
after filing the Articles of Share Exchange), this Plan may be terminated and
the share exchange abandoned by mutual consent of the Boards of Directors of
both corporations, notwithstanding favorable action by the shareholders of
Acquiree.
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SCHEDULE 2.1.6
FINANCIAL STATEMENTS
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SCHEDULE 2.1.9
DEBTS, LIABILITIES, OR OBLIGATIONS NOT REFLECTED ON FINANCIAL STATEMENTS
None.
SCHEDULE 2.1.11
REAL PROPERTY OWNED BY OR LEASED TO CORPORATION
LEASE START LEASE END MONTHLY
PROPERTY ADDRESS LANDLORD DATE DATE OBLIGATION
0000 X.X. 00xx Xxxxxx
Xxxxx 000 J&J Freight Services 8/1/03 7/1/04 $1,000
Xxxxx, Xxxxxxx 00000
SCHEDULE 2.1.12
PERSONAL PROPERTY: (I) NOT OWNED BY CORPORATION, OR (II) NOT IN POSSESSION OF
CORPORATION
None.
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SCHEDULE 2.1.14
SCHEDULE OF INTELLECTUAL PROPERTY
None.
SCHEDULE 2.1.16
SCHEDULE OF CURRENT CUSTOMERS AND SALES
(June 2003 through December 2003)
CUSTOMER NAME TOTAL SALES (2003)
Xxxxxxx X. Xxxxxxx Xxxxxx, Inc. 2,200
Centro Medico Loira 290
Clinica El Xxxxx 64,280
Kimac Trading SA 1,657
MEDEX, LLC 288,447
Policlinica Metropolitana 40,600
Salsa Ideal, Inc. 0
TOTAL: 397,474
-----------------------------------------------------------------------------
SCHEDULE 2.1.17
SCHEDULE OF INSURANCE POLICIES
None.
SCHEDULE 2.1.18
DISTRIBUTION AGREEMENTS.
None.
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SCHEDULE 2.1.20
PENDING LITIGATION
None.
SCHEDULE 2.1.22
INTEREST IN CUSTOMERS, SUPPLIERS AND COMPETITORS
None, although the Corporation expects to do business with Xxxxxxxx.xxx.
SCHEDULE 2.1.24
IDENTIFICATION OF EMPLOYEE COMPENSATION
EMPLOYEE NAME MONTHLY OBLIGATION
Xxxxxxx X. Xxxx $1,230
Xxxx X. Xxxx $4,677
Xxxxxx X. Xxxxxxx $3,285
SCHEDULE 2.1.25
BANK ACCOUNT AND POWER OF ATTORNEY
BANK TYPE PERSONS WITH CHECK
WRITING AUTHORITY
Colonial Bank Checking Xxxxxxx X. Xxxx
PO Box 1887 Xxxx X. Xxxx
Xxxxxxxxxx, XX 00000
(000) 000-0000
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SCHEDULE 2.1.26
DESCRIPTION OF BUSINESS FOR INCLUSION IN SEC FILINGS
Premium was organized in June 2003 to engage in the medical equipment export and
import business with South and Central America. Premium (i) sells medical,
hospital, surgical and deontological equipment, including fully guaranteed used
and re-conditioned equipment; (ii) provides professional advice on special
projects for hospitals such as: investigation and recommendations for
alternative equipment; (iii) replaces discontinued equipment; and (iv) supplies
spare parts for the medical industry. Premium also serves as a purchasing agent,
handling and consolidating international cargo to South and Central America,
which includes receipt, warehousing, shipping and custom management of cargo and
general merchandising services. Additionally, Premium expects to eventually
launch its own private line of medical and dental products to service South and
Central America, as well as the United States.
SCHEDULE 2.2.6
DEBTS, LIABILITIES, OR OBLIGATIONS NOT REFLECTED ON FINANCIAL STATEMENTS
None.
SCHEDULE 2.2.10
PENDING LITIGATION
None.
SCHEDULE 2.2.12
IDENTIFICATION OF EMPLOYEE COMPENSATION
See Form 10-KSB.
SCHEDULE 2.2.13
BANK ACCOUNT AND POWER OF ATTORNEY
See Form 10-KSB.
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