U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 17, 1999
RETAIL HIGHWAY.COM, INC.
(Exact name of registrant as specified in its charter)
INTERNATIONAL FUEL SOLUTIONS, INC.
(Former Name of Small Business Issuer)
NEVADA
(State or other jurisdiction of incorporation)
000-23485 98-0177646
--------- ----------
(Commission File No.) (IRS Employer
Identification No.)
25 Cavell Ave.
Toronto, Ontario, Canada M4K 1L5
- ------------------------ -------
(Address of principal executive offices) (Zip code)
Suite 106
1460 Pandosy St.
Kelowna, British Columbia
Canada V14 1P3
--------------
(Former Address)
Registrant's telephone number, including area code: (416) 469-5341
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Item 1(a). Change in Control of Registrant.
As a result of the acquisition of Assets described hereinbelow under
"Item 2, Acquisition and Disposition of Assets", the percentage of voting
securities of the Company now beneficially owned directly or indirectly by the
persons who acquired control and the identity of the persons who acquired
control are as follows:
Percent
Name and Address of Amount and Nature of of
Beneficial Owner Beneficial Ownership Class
- ---------------- -------------------- -----
Michael Levine(1) 2,300,000 30.6%
25 Cavell Ave.
Toronto, Ontario, Canada
M4K 1L5
Joseph T. Owens 200,000 2.7%
430 Penninsula Ave., #1
San Mateo, CA 94401
All Directors 2,500,000 33.3%
and Officers as a
Group (3 persons)
(1) Includes an aggregate of 450,000 shares held in the names of Mr. Levine's
wife and son.
Item 2. Acquisition and Disposition of Assets.
Effective April 17, 1999, the Company acquired certain assets owned by
Michael Levine, including an electronic commerce web site and the right to the
business names, including "Shopshopshopping.com", "Retailhighway.com" and
"Greatestmall on earth.com" (the "Assets"). In exchange for the Assets, the
Company issued 2,500,000 shares of its common stock equal to ownership of
approximately 33% of its outstanding shares, in exchange for all of the Assets.
In addition, the Company's shareholders approved an amendment to the Company's
Articles of Incorporation, changing the name of the Company to "Retail
Highway.com, Inc."
Subsequent to the closing of the aforesaid Assets acquisition, the
Company's officers and directors resigned and the following persons were
appointed to the positions indicated:
Name Position
---- --------
Michael Levine CEO, President, Secretary and
Director
Joseph Owens Director
Lou Mann Director
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Item 7(a) and 7(b). Financial Statements and Pro Forma Financial
Statements
The Registrant hereby undertakes to file with the Commission an
amendment to this Form 8-K wherein the Registrant shall provide the audited
financial statements of the Assets and the Company's pro forma financial
statements within sixty (60) days after the filing of this Form 8-K.
Item 7(c). Exhibits.
2.4 Purchase and Sale Agreement between the Company and
Michael Levine
3.4 Certificate of Amendment to Articles of
Incorporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL FUEL SOLUTIONS, INC.
By:/s/ Michael Levine
-------------------------
Michael Levine,
President
Dated: April 30, 1999
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RETAIL HIGHWAY.COM, INC.
EXHIBIT 2.4
PURCHASE AND SALE AGREEMENT BETWEEN
THE COMPANY AND
MICHAEL LEVINE
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PURCHASE AND SALE AGREEMENT
This Agreement, made this day of April, 1999, by and between
INTERNATIONAL FUEL SOLUTIONS, INC., a company incorporated pursuant to the laws
of the State of Nevada, with its principal place of business located at Suite
106, 1460 Pandosy St., Kelowna, British Columbia, Canada, V14 1P3 (hereinafter
referred to as "Purchaser") and MICHAEL LEVINE and/or his assigns, whose address
is 25 Cavell Ave., Toronto, Ontario, Canada M4K 1L5 (hereinafter referred to as
"Seller"), who hereby agree as follows:
R E C I T A L S
WHEREAS, Purchaser is a development stage company which has its common
stock registered pursuant to Section 12(g) as promulgated under the Securities
Exchange Act of 1934, as amended; and
WHEREAS, the Seller owns good and marketable title to a certain assets,
more fully described in Exhibit "A" attached hereto and incorporated herein as
if set forth (the "Assets"); and
WHEREAS, Purchaser desires to purchase from Seller and Seller desires
to sell the Assets to Purchaser pursuant to the terms and conditions contained
herein;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in consideration of
the premises and the covenants, agreements, representations, warranties and
payments hereinafter contained, the parties hereto covenant and agree as
follows:
1. PURCHASE AND SALE OF ASSETS.
1.01. Purchase. Upon the terms and subject to the conditions
hereof, the Seller agrees to sell, assign and transfer to the Purchaser
and the Purchaser agrees to purchase from the Seller, all of the
Seller's right, title and interest in the Assets. A copy of the
applicable Bill of Sale is attached hereto and incorporated herein as
Exhibit "B".
2. PURCHASE PRICE AND PAYMENT.
2.01. Payment. As full and complete payment for the Assets,
Purchaser shall cause to be issued to Seller, or its assigns, an
aggregate of 2,500,000 shares of Purchaser's common stock, par value
$.001 per share, which shares shall be "restricted" shares, as that
term is defined under Regulation S promulgated under the Securities Act
of 1933, as amended (the "Shares"). Relevant to these Shares, Seller
and its assigns agree to execute at closing hereof (as defined
hereinbelow) an "Investment Letter" in the
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form attached hereto as Exhibit "C," the contents of which are
incorporated herein as if set forth.
3. ASSUMED LIABILITIES AND PAYMENT OF TAXES.
3.01. ASSUMPTION OF LIABILITIES. Other than as disclosed
herein the Purchaser will not assume any liabilities of the Seller.
3.02 PERSONAL PROPERTY TAXES. At such time as the same becomes
due and payable, personal property taxes for the year 1999, if any,
shall be pro-rated as of the date of Closing. Thereafter, taxes and
assessments shall be the obligation of and shall be paid by the
Purchaser.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents
and warrants to the Purchaser as follows, with the intent that the Purchaser
shall rely thereon in entering into this Agreement and in concluding the
purchase and sale contemplated herein.
4.01. Authority to Sell. The execution and delivery of this
Agreement and the completion of the transaction contemplated hereby has
been duly and validly authorized by all necessary action on the part of
the Seller and this Agreement constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms except as may be limited by laws of general application
affecting the rights of creditors.
4.02. Sale Will Not Cause Default. To the best of Seller's
information, knowledge and belief, neither the execution and delivery
of this Agreement, nor the completion of the purchase and sale
contemplated herein, will result in any fees, duties, taxes,
assessments or other amounts relating to any of the Assets becoming due
or payable other than sales tax payable by Purchaser in connection with
the purchase and sale, if any.
4.03. Assets. The Seller owns and possesses and has a good and
marketable title to the Assets, free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances or other claims
whatsoever, whether secured or unsecured and whether arising by reason
of statute or otherwise howsoever.
4.04. Litigation. There is no litigation or administrative or
governmental proceeding or inquiry pending, or to the knowledge of the
Seller, threatened against or relating to the Seller or any of the
Assets, nor does the Seller know of or have reasonable grounds for
believing that there is any basis for any such action, proceeding or
inquiry.
4.05. Conformity with Laws. The Seller has not sought and
obtained any governmental licenses and permits required for the conduct
in the ordinary course of the operations of the Seller's business and
the uses to which the Assets have been put.
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4.06. Accuracy of Representations. In respect to the
representations, warranties and covenants of the Seller herein, Seller
hereby represents and warrants that there are no untrue statement of a
material fact or that Seller has not failed to omit any material facts
necessary to make the statements contained therein not misleading and
all of the representations and warranties of the Seller shall be true
as at and as if made at the time of closing.
4.07 REPRESENTATIONS RELATING TO ISSUANCE OF PURCHASER'S
COMMON STOCK. Seller hereby represents and warrants to Purchaser as
follows:
(i) The Common Shares to be acquired by Seller and/or
its assigns is solely for their account and for investment and
Seller and his assigns have no plan, intention, contract,
understanding, agreement or arrangement with any other person
to subsequently sell, assign, pledge, hypothecate or otherwise
transfer to any person the Shares, or any portion thereof,
which assignment shall occur as a matter of law, or except as
disclosed to Purchaser by Seller; and
(ii) Seller and his assigns understand that neither
the Shares nor the sale thereof to it has been registered
under the Securities Act of 1933, as amended (the "1933 Act"),
or under any state securities laws. Seller understands that no
registration statement has been filed with the United States
Securities and Exchange Commission, nor with any other
regulatory authority and that, as a result, any benefit which
might normally accrue to a holder of the Shares by an
impartial review of such a registration statement by the
Securities and Exchange Commission or other regulatory
authority will not be forthcoming. Seller and his assigns
understand that they cannot sell the Shares unless such sale
is registered under the 1933 Act and applicable state
securities laws or exemptions from such registration become
available. In this connection, Seller understands that the
Purchaser has advised the Transfer Agent for the Common Shares
that the Shares are "restricted" as that term is defined under
Regulation S promulgated under the 1933 Act and that they may
not be transferred by Seller or its assigns to any person
without the prior consent of the Purchaser, which consent of
the Purchaser will require an opinion of counsel acceptable to
Purchaser to the effect that, in the event the Shares are not
registered under the 1933 Act, any transfer as may be proposed
by Seller must be entitled to an exemption from the
registration provisions of the 1933 Act. To this end, Seller
acknowledges that a legend to the following effect will be
placed upon any and all certificate(s) representing the Shares
and that the Transfer Agent has been advised of such facts:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND TRANSFER OF
THESE SECURITIES IS PROHIBITED OTHER THAN IN
ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR IF
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REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR
IF AN EXEMPTION FROM REGISTRATION THEREUNDER IS
AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
or such other legend as the Company and its transfer agent may
so require. Seller and his assigns understand that the
foregoing legend on its certificate for the Shares limits
their value, including their value as collateral.
5. COVENANTS OF THE SELLER.
5.01. Conduct of the Business. Until the time of closing, the
Seller will use its best efforts to preserve the Assets intact and to
preserve for the Purchaser its relationship with its lessors,
suppliers, customers and others having business relations with it.
5.02. Access by Purchaser. The Seller will give to the
Purchaser and Purchaser's counsel, accountants and other
representatives full access, during normal business hours throughout
the period prior to the time of closing, to all of the properties,
books, contracts, commitments and records of the Seller relating to all
aspects of the Seller's business relevant to the Assets acquired herein
and will furnish to the Purchaser during such period all such
information as the Purchaser may reasonably request.
5.03. Covenants of Indemnity. The Seller, its successors and
assigns, will indemnify and hold harmless the Purchaser from and
against:
(a) any and all of Seller's liabilities, whether
related to the Assets or otherwise, whether accrued, absolute,
contingent or otherwise, existing at the time of closing
hereof;
(b) any and all damage or deficiencies resulting from
any misrepresentation, breach of warranty, non-fulfillment of
any covenant on the part of the Seller under this Agreement or
from any misrepresentation in or omission from any certificate
or other instrument furnished or to be furnished to the
Purchaser hereunder; and
(c) any and all actions, suits, proceedings, demands,
assessments, judgments, costs and legal and other expenses
incidental to any of the foregoing.
6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Seller as follows, with the intent that the
Seller shall rely thereon in entering into this Agreement and in concluding the
purchase and sale contemplated herein.
6.01. Status of Purchaser. The Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of
the State of Nevada and has the
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power and capacity to enter into this Agreement and carry out its
terms. Additionally, Purchaser is, as of the date of this Agreement,
current in all required reports to be filed with the US Securities and
Exchange Commission in conjunction with its status as a Section 12(g)
reporting company.
6.02. Authority to Purchase. The execution and delivery of
this Agreement and the completion of the transaction contemplated
hereby has been duly and validly authorized by all necessary corporate
action on the part of the Purchaser and this Agreement constitutes a
legal, valid and binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms except as limited by
laws of general application affecting the rights of creditors.
6.03. Sale Will Not Cause Default. Neither the execution and
delivery of this Agreement, nor the completion of the purchase and sale
contemplated herein, will:
(a) violate any of the terms and provisions of the
articles of incorporation or the bylaws of the Purchaser, or
any order, decree, statute, bylaw, regulation, covenant, or
restriction applicable to the Purchaser; or
(b) result in any fees, duties, taxes, assessments or
other amounts relating to any of the Assets becoming due or
payable other than sales tax payable by Purchaser in
connection with the purchase and sale, if any.
6.04. Accuracy of Representations. No certificate furnished by
or on behalf of the Purchaser to the Seller at the time of closing in
respect of the representations, warranties or covenants of the
Purchaser herein will contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
contained therein not misleading and all of the representations and
warranties of the Purchaser shall be true as at and as if made at the
time of closing.
6.05 Purchaser's Indemnification of Seller. The Purchaser, its
successors and assigns, will indemnify and hold harmless the Seller and
its shareholders (in the case of Seller's voluntary dissolution or
liquidation) from and against any and all damage or deficiencies
resulting from any misrepresentation, breach of warranty,
non-fulfillment of any covenant on the part of Purchaser under this
Agreement or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished to the
Seller hereunder.
6.06 Purchaser's Capitalization. Purchaser's total authorized
capital stock consists of 25,000,000 shares of Preferred Stock, par
value $0.001 per share, and 50,000,000 shares of Common Stock, par
value $0.001 per share. As of the date hereof there are 5,000,000
common shares of the Company issued and outstanding. There are no
preferred shares issued or outstanding.
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7. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.
7.01. Seller's Representations, Warranties and Covenants. All
statements contained in any certificate or other instrument delivered
by or on behalf of the Seller pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed to be representations
and warranties by the Seller. All representations, warranties,
covenants and agreements made by the Seller in this Agreement or
pursuant hereto shall, unless otherwise expressly stated, survive the
time of closing and any investigation at any time made by or on behalf
of the Purchaser and shall continue in full force and effect for the
benefit of the Purchaser.
7.02. Purchaser's Representations, Warranties and Covenants.
All statements contained in any certificate or other instrument
delivered by or on behalf of the Purchaser pursuant hereto or in
connection with the transactions contemplated hereby shall be deemed to
be representations and warranties by the Purchaser. All
representations, warranties, covenants and agreements made by the
Purchaser in this Agreement or pursuant hereto shall, unless otherwise
expressly stated, survive the time of closing and any investigation at
any time made by or on behalf of the Seller and shall continue in full
force and effect for the benefit of the Seller.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER. All
obligations of the Purchaser under this Agreement are subject to the fulfillment
at or prior to the time of closing of the conditions hereinafter enumerated.
8.01. Seller's Representations and Warranties. The Seller's
representations and warranties contained in this Agreement and in any
certificate or document delivered pursuant to the provisions hereof or
in connection with the transactions contemplated hereby shall be true
at an as at the time of closing as if such representations and
warranties were made at and as of such time.
8.02. Seller's Covenants. The Seller shall have performed and
complied with all agreements, covenants and conditions required by this
Agreement to be performed or complied with by him prior to or at the
time of closing.
The foregoing conditions are for the exclusive benefit of the Purchaser
and any such condition may be waived in whole or in part by the Purchaser at or
prior to the time of closing by delivering to the Seller a written waiver to
that effect signed by the Purchaser.
9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLER. All
obligations of the Seller under this Agreement are subject to the fulfillment,
prior to the time of closing, of the conditions hereinafter enumerated.
9.01. Purchaser's Representations and Warranties. The
Purchaser's representations and warranties contained in this Agreement
and in any certificate or
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document delivered pursuant to the provisions hereof or in connection
with the transactions contemplated hereby shall be true at an as at the
time of closing as if such representations and warranties were made at
and as of such time.
9.02. Purchaser's Covenants. The Purchaser shall have
performed and complied with all covenants, agreement and conditions
required by this Agreement to be performed or complied with by it at or
prior to the time of closing.
9.03. Closing Date. The Agreement shall have closed by April
9, 1999.
Each of the foregoing conditions are for the exclusive benefit of the
Seller and any such condition may be waived in whole or in part by the Seller at
or prior to the time of closing by delivering to the Purchaser a waiver to that
effect signed by the Seller.
10. CLOSING.
10.01. Time of Closing. Subject to the terms and conditions
hereof, the purchase and sale of the Assets shall be completed at a
closing to be held at a time mutually agreeable to the parties, but in
no event later than April 9, 1999 ("the time of closing").
10.02. Place of Closing. The closing shall take place at the
offices of the Purchaser's counsel, Andrew I. Telsey, P.C., 2851 S.
Parker Road, Suite 720, Aurora, Colorado 80014, or such other location
as the parties may so agree. At the discretion of the parties hereto,
Closing may also occur via telephonic means.
10.03. For Delivery by the Seller. At the closing, or as soon
thereafter as practicable, the Seller shall deliver or cause to be
delivered to the Purchaser:
(a) all deeds of conveyance, bills of sale, transfer
and assignments in form and content satisfactory to the
Purchaser's counsel, appropriate to effectively vest a good
and marketable title to the Assets in the Purchaser to the
extent contemplated by this Agreement and immediately
registrable in all places where registration of such
instruments is required;
(b) an independent audit of the Assets, prepared in
accordance with generally accepted accounting principles and
suitable to allow the Purchaser to file the same with the US
Securities and Exchange Commission. It is hereby agreed and
acknowledged by the Purchaser that the delivery of the
aforesaid audit shall occur within the time parameters
permitted by the rules and regulations of the US Securities
and Exchange Commission as the same relate to the filing of a
Form 8-K or an amendment thereto.
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10.04. For Delivery by the Purchaser. At the closing, the
Purchaser shall deliver or cause to be delivered to the Seller the
Shares.
10.05. Possession. Purchaser shall be entitled to possession
of the Assets herein described as of 8:00 a.m. on the day following the
Effective Date herein and Seller shall deliver the Assets to Purchaser
at said time, provided that Purchaser has fully complied with the terms
and conditions contained herein. In the event Seller fails to deliver
possession of the Assets to Purchaser in a timely manner, Purchaser
shall be entitled to file with a court of competent jurisdiction a
motion for declaratory order (or its equivalent), wherein title to the
Assets shall be deemed to have been vested in the Purchaser. If such an
action is deemed necessary in Purchaser's sole discretion, Seller shall
be obligated to tender all costs associated with such action, including
but not limited to Purchaser's reasonable attorney fees.
10.06 Effective Date. The Effective Date of the transaction
contemplated herein shall be the date in which the requirements of
Sections 10.03 through 10.05 have been successfully consummated.
11. FURTHER ASSURANCES. The parties hereto shall execute such further
and other documents and do such further and other things as may be necessary to
carry out and give effect to the intent of this Agreement.
12. NOTICES. All notices required or permitted to be given hereunder
shall be in writing and personally delivered to the address of the intended
recipient set forth on the first page hereof, or at such other address as may
from time to time be notified by any of the parties hereto in the manner herein
provided.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties and there are no representations or warranties, express or
implied, statutory or otherwise and no agreements collateral hereto other than
as expressly set forth or referred to herein.
14. TIME OF THE ESSENCE. Time shall be of the essence of this
Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of British Columbia, Canada.
16. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors and
assigns, heirs and personal representatives.
17. CAPTIONS. The captions appearing in this Agreement are inserted for
convenience of reference only and shall not affect the interpretation of this
Agreement.
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18. ATTORNEY FEES. If a dispute arises between the parties hereto and
such dispute can only be resolved by litigation then, in such case, the
prevailing party in such litigation shall be entitled to recover all costs of
such action, including but not limited to, reasonable attorneys fees.
19. COUNTERPARTS/FACSIMILE EXECUTION. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile machine
or telecopier is to be treated as an original document. The signature of any
party thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At the request
of any party, a facsimile or telecopy document is to be re-executed in original
form by the parties who executed the facsimile or telecopy document. No party
may raise the use of a facsimile machine or telecopier machine as a defense to
the enforcement of the Agreement or any amendment or other document executed in
compliance with this Section. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
20. MANDATORY ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
INTERNATIONAL FUEL SOLUTIONS, INC.
By: s/Devinder Randhawa
--------------------------------------
Its: President
s/Michael Levine
-----------------------------------------
Michael Levine
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EXHIBIT "A"
Assets to be Acquired by International Fuel Solutions, Inc.
All books, records, accounts and revenues relating to an Internet electronic
commerce web site which will guide potential buyers to a variety of retailers
throughout the world. Specifically included herein is the secure ecommerce
solution to completing the purchase online by the consumer. Included in the
Assets are the registered tradenames "Shopshopshopping.com", "Retailhighway.com"
and "Greatestmallonearth.com".
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EXHIBIT "B"
BILL OF SALE
BILL OF SALE dated April , 1999, from Michael Levine (the "Seller") to
International Fuel Solutions, Inc., a Nevada corporation (the "Buyer").
WITNESSETH, that in consideration of issuance of an aggregate of
2,500,000 shares of Buyer's common stock and other good and valuable
consideration, the receipt of which is hereby acknowledged, Seller hereby sells,
conveys, transfers and assigns to Buyer, its successors and assigns, to have and
hold forever the following property in which Seller has good and marketable
title, free and clear of all liens and encumbrances:
All books, records, accounts and revenues relating to an Internet
electronic commerce web site which will guide potential buyers to a variety of
retailers throughout the world. Included in the Assets are the registered
tradenames "Shopshopshopping.com", "Retailhighway.com" and
"Greatestmallonearth.com".
IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to
be signed in their respective names the day and year first above written.
"SELLER"
s/Michael Levine
-----------------------------------
Michael Levine
"BUYER"
INTERNATIONAL FUEL SOLUTIONS, INC.
By: s/Devinder Randhawa
------------------------------------
President
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EXHIBIT "C"
INVESTMENT LETTER
April , 1999
International Fuel Solutions, Inc.
Suite 106, 1460 Pandosy St.
Kelowna, British Columbia
Canada V14 1P3
Gentlemen:
The undersigned herewith subscribes for shares of common stock (the
"Shares") of International Fuel Solutions, Inc., a Nevada corporation, ("IFS"),
in acceptance of and subject to the terms and conditions of that certain
Purchase and Sale Agreement (the "Agreement"), between IFS and Michael Levine,
his heirs, personal representatives and assigns ("Levine"), dated April , 1999,
wherein Levine did agree to assignment of those certain assets subject to the
Agreement, in exchange for 2,500,000 Shares of IFS.
The undersigned hereby represents, warrants, covenants and agrees with
you that, in connection with the undersigned's acceptance of the Shares and as
of the date of this letter:
1. The undersigned is aware that its acceptance of the Shares is
irrevocable, absent an extension of the Expiration Date of any material change
to any of the terms and conditions of the Agreement.
2. The undersigned warrants full authority to assign said Assets
referred to above and that IFS will acquire a good and unencumbered title
thereto.
3. The undersigned has full power and authority to enter into this
Agreement and that this Agreement constitutes a valid and legally binding
obligation of the undersigned.
4. By execution hereof, the undersigned hereby confirms that the IFS
Shares to be received in exchange for the assignment of the Assets will be
acquired for investment for the undersigned's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and that the undersigned has no present intention of selling, granting any
participation in, or otherwise distributing the same. By execution hereof, the
undersigned further represents the undersigned does not have any contract,
undertaking, agreement or arrangement with any third party, with respect to any
of the Shares, other than as previously disclosed to IFS.
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5. The undersigned understands that the Shares are being issued
pursuant to available exemption thereto and have not been registered under the
Shares Act of 1933, as amended (the "1933 Act"), or under any state securities
laws. The undersigned understands that no registration statement has been filed
with the United States Shares and Exchange Commission nor with any other
regulatory authority and that, as a result, any benefit which might normally
accrue to a holder such as the undersigned by an impartial review of such a
registration statement by the Securities and Exchange Commission or other
regulatory authority will not be forthcoming. I understand that I cannot sell
the Shares unless such sale is registered under the 1933 Act and applicable
state securities laws or exemptions from such registration become available. In
this connection I understand that IFS has advised the Transfer Agent for the
Common Shares that the Shares are "restricted securities" under the 1933 Act and
that they may not be transferred by the undersigned to any person without the
prior consent of IFS, which consent of IFS will require an opinion of counsel
satisfactory to IFS to the effect that, in the event the Shares are not
registered under the 1933 Act, any transfer as may be proposed by the
undersigned must be entitled to an exemption from the registration provisions of
the 1933 Act. To this end, the undersigned acknowledges that a legend to the
following effect will be placed upon the certificate representing the Shares and
that the Transfer Agent has been advised of such facts:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD ONLY IF
REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR IF AN
EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE, THE
AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION
OF THE COMPANY.
The undersigned understands that the foregoing legend on its
certificate for the Shares limits their value, including their value as
collateral.
6. The undersigned represents that it is experienced in evaluation and
investing in securities of companies in the development stage and acknowledges
that it is able to fend for itself, can bear the economic risk of this
investment and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the investment
in the Shares.
13
<PAGE>
In Witness Whereof, the undersigned has duly executed this Investment
Letter as of the date indicated hereon.
Dated: April , 1999
Very truly yours,
- ----------------------------
(signature)
- ----------------------------
(print name in full)
- ----------------------------
(street address)
- ----------------------------
(city, state, zip)
- ----------------------------
(social security number or
employer identification no.)
14
<PAGE>
RETAIL HIGHWAY.COM, INC.
EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock) Filed by:
INTERNATIONAL FUEL SOLUTIONS, INC.
----------------------------------------------------------------
Name of Corporation
We the undersigned Michael Levine and
----------------------------------------------------
President or Vice President
Michael Levine of International Fuel Solutions, Inc.
- ---------------------------------- -----------------------------------------
Secretary or Assistant Secretary do hereby certify.
That the Board of Directors of said corporation at a meeting duly convened,
held on the 7th day of April , 19 99, adopted a resolution
---------- ------------------- ---
to amend the original articles as follows:
Article I is hereby amended to read as follows:
FILED The name of this Corporation is:
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE Retail Highway.com, Inc.
STATE OF NEVADA
APR 20 1999
No. C1569-93
---------------
s/Dean Heller
Dean Heller, Secretary of State
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 7,500,000 , that the said
change(s) and amendment have been consent to and approved by a majority of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
s/Michael Levine
---------------------------------------
President or Vice President
s/Michael Levine
---------------------------------------
Secretary or Assistant Secretary
Province of Ontario )
-------------- : ss.
City of Toronto )
-------------------
On April 13, 1999 , personally appeared before me, a Notary Public,
-----------------------
Michael Levine , who acknowledged
- -----------------------------------------------------------
that they executed the above instrument.
s/M. Olihts
---------------------------------------
Signature of Notary
(Notary Stamp or Seal)
