<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTERNATIONAL INTERNET, INC.
NAME OF ISSUER
COMMON STOCK $.00001 PAR VALUE
TITLE OF CLASS OF SECURITIES
459700100
CUSIP NUMBER
GARY SCHULTHEIS
6413 CONGRESS AVENUE
SUITE 230
BOCA RATON, FL 33487
(561) 988-0819
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
DECEMBER 4, 1999
----------------------------------------------------
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ]
<PAGE> 2
CUSIP NO. 459700100
1. Name of Reporting Persons Gary Schultheis
Tax Identification Number ###-##-####
2. Check the Appropriate Box if a Member (a){ }
of a Group. (See instructions) (b){ }
3. SEC Use Only
4. Source of Funds OO
5. Check if Disclosure of Legal Proceedings
is Required pursuant to Items 2(d) or 2(e) { }
6. Citizenship or Place of Organization United States
(7) Sole Voting Power 252,269,000
Number of Shares Beneficially (8) Shared Voting Power
Owned by Each Reporting Person (9) Sole Dispositive Power 252,269,000
With: (10) Shared Dispositive
Power
11. Aggregate Amount Beneficially Owned 252,269,000
By Each Reporting Person
12. Check if the Aggregate Amount
in Row 11 Excludes Certain Shares { }
13. Percent of Class Represented 32.83%
by Amount in Row 11
14. Type of Reporting Person IN
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is
the common stock, $0.00001 par value (the "Stock"), of International Internet,
Inc., a Delaware corporation ("IINN"). The executive offices of International
Internet are located at 6413 Congress Avenue, Suite 230, Boca Raton, FL 33487.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Gary Schultheis ("Schultheis"). The
business address of Schultheis is 6413 Congress Avenue, Suite 230, Boca Raton,
Florida. Schultheis is president and CEO of IINN, and has served in that
capacity since January 14, 1998.
During the last five years, Schultheis has not been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or
<PAGE> 3
CUSIP NO. 459700100
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 17, 1998, Schultheis acquired 2,680,190 pre-split shares (the
"Shares") of the Company's Common Stock pursuant to the terms of that certain
Stock Purchase Agreement dated January 13, 1998, between the Company and
Schultheis, a copy of which is filed herewith as Exhibit 7.2. Pursuant to the
Stock Purchase Agreement, Schultheis received the Shares in exchange for 38.52%
of the outstanding capital stock of Mr. Cigar, Inc., a Delaware corporation
which Schultheis had owned. The Shares were subsequently subject to a 100 for 1
forward split in August, 1998.
ITEM 4. PURPOSES OF TRANSACTION.
The acquisition of Stock reported herein was made to obtain an
equity interest in International Internet, Inc. Schultheis intends from time to
time, depending upon market conditions, the state of affairs of IINN and of the
business in which it is engaged and other factors, to acquire additional shares
of Stock subject to applicable laws, but Schultheis may determine to sell all or
a portion of the shares of Stock that he now owns or hereafter may acquire.
Schultheis intends to continue to consider his equity interests in IINN and
reserve the right to formulate such plans or proposals, and to take such action,
as may seem appropriate in the circumstances existing at any future date.
Except as set forth above, Schultheis has no present plans or
proposals which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the close of business on November 30,1999, Schultheis
beneficially owned 252,269,000 shares of Stock, or approximately 32.83% of the
768,446,187 outstanding shares of Stock of IINN as reported by IINN in its Form
8-K filing for the period ended 12/8/99.
(b) Schultheis has sole voting and dispositive power with respect to
252,269,000 of the shares of Stock disclosed in Item 5(a) above.
(c) Schultheis has not sold any shares of Stock during the past
sixty days.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no securities that are pledged or otherwise subject to a
contingency, the occurrence of which would give another person voting power or
investment power over such securities.
<PAGE> 4
CUSIP NO. 459700100
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is attached:
7.2. Stock Purchase Agreement dated January 13, 1998, between
Schultheis and International Industries, Inc.
<PAGE> 5
CUSIP NO. 459700100
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: January 17, 2000
/s/ GARY SCHULTHEIS
---------------------------------
GARY SCHULTHEIS
<PAGE> 1
EXHIBIT 7.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 13th day
of January, 1998, by and among INTERNATIONAL INDUSTRIES, INC., Inc. a Delaware
corporation (hereinafter referred to as "Buyer"); and GARY SCHULTHEIS, and
HERBERT TABIN (hereinafter collectively referred to as "Seller"), being a
majority of the shareholders of MR. CIGAR, INC., a Delaware corporation
(hereafter referred to as "Company").
WHEREAS, Seller is the owner of record and beneficially owns Five Million
One Hundred Sixty Thousand Three Hundred Eighty (5,160,380) shares of the issued
and outstanding shares of Common Stock of the Company and Five Million
(5,000,000) preferred shares of the Company (the "Shares"); and
WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer
desires to purchase the Shares, upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, and subject to the
accuracy of the representations and warranties of the parties, the parties
hereto agree as follows:
I.
SALE AND PURCHASE OF THE SHARES
1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the
Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign,
transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller,
the Shares listed in Exhibit "A", attached hereto, which together constitute
77.04% of the issued and outstanding Shares of Common Stock of the Company and
100% of the issued and outstanding shares of the Preferred Stock of the Company.
1.2 CLOSING. The purchase shall be consummated at a closing ("Closing") to
take place at 9:00 o'clock a.m., at the offices of Buyer's counsel on January
17, 1998 ("Closing Date").
1.3 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for
the Shares shall be Five Million Three Hundred Sixty Thousand Three Hundred
Eighty, (5,360,380) shares of Common Stock of the Buyer ("Buyer's Shares"). This
portion of the Purchase Price shall be paid at Closing, by issuance and delivery
of Buyer's Shares to Seller against receipt of certificates representing the
Shares, duly endorsed for transfer to Buyer.
1.4 ALLOCATION OF SHARES. All shares of stock of Buyer to be issued to
Seller pursuant to this Agreement shall be issued to the respective Sellers in
proportion to their respective ownership of stock of the Company as described in
Exhibit "A" hereto.
1.5 OTHER AGREEMENTS. At the Closing, the indicated parties shall execute
and deliver the following additional agreements in substantially the form
attached hereto:
(a) Employment Agreements between the Company and Gary Schultheis
and Herbert Tabin attached hereto as Exhibits "B" and "C".
(b) Stock certificates representing all of the Shares, duly endorsed
to Buyer and in blank or assignments separate from the certificates,
transferring the Shares from Seller to Buyer.
1.6 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other
agreements listed in paragraph 1.5, are sometimes referred to as the "Basic
Agreement". The transactions contemplated by the Basic Agreement are sometimes
referred to as the "Transactions".
<PAGE> 2
II.
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represent and warrant
to Buyer as follows:
(a) TITLE TO THE SHARES. At Closing, Seller shall own of record and
beneficially the number of the Shares listed in Exhibit "A", of the
Company, free and clear of all liens, encumbrances, pledges, claims,
options, charges and assessments of any nature whatsoever, with full right
and lawful authority to transfer the Shares to Buyer. No person has any
preemptive rights or rights of first refusal with respect to any of the
Shares. There exists no voting agreement, voting trust, or outstanding
proxy with respect to any of the Shares. There are no outstanding rights,
options, warrants, calls, commitments, or any other agreements of any
character, whether oral or written, with respect to the Shares.
(b) ORGANIZATION. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of
Delaware. The Company has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its business. The
Company is duly qualified and in good standing as a foreign corporation in
each jurisdiction where its ownership of property or operation of its
business requires qualification.
(c) AUTHORIZED CAPITALIZATION. The authorized capitalization of the
Company consists of Twenty Million (20,000,000) shares of Common Stock, of
which Six Million Six Hundred Ninety Eight Thousand Twenty Five
(6,698,025) shares have been issued and are outstanding and Six Million
(6,000,000) Shares, Series A Preferred of which Five Million (5,000,000)
shares are outstanding. The Shares have been duly authorized, validly
issued, are fully paid and nonassessable with no personal liability
attaching to the ownership thereof and were offered, issued, sold and
delivered by the Company in compliance with all applicable state and
federal laws. Except as set forth in Exhibit "F" attached hereto, the
Company does not have any outstanding rights, options, warrants, calls,
commitments, conversion or any other agreements of any character, whether
oral or written, obligating it to issue any shares of its capital stock,
whether authorized or not. Except as set forth in Exhibit "D" attached
hereto, the Company is not a party to and are not bound by any agreement,
contract, arrangement or understanding, whether oral or written, giving
any person or entity any interest in, or any right to share, participate
in or receive any portion of, the Company's income, profits or assets, or
obligating the Company to distribute any portion of its income, profits or
assets.
(d) AUTHORITY. Seller has full power and lawful authority to execute
and deliver the Basic Agreements and to consummate and perform the
Transactions contemplated thereby. The Basic Agreements constitute (or
shall, upon execution, constitute) valid and legally binding obligations
upon Seller, enforceable in accordance with their terms. Neither the
execution and delivery of the Basic Agreements by Seller, nor the
consummation and performance of the Transactions contemplated thereby,
conflicts with, requires the consent, waiver or approval of, results in a
breach of or default under, or gives to others any interest or right of
termination, cancellation or acceleration in or with respect to, any
agreement by which Seller or the Company is a party or by which Seller or
the Company or any of their respective properties or assets are bound or
affected.
(e) COMPANY FINANCIAL STATEMENTS. The Company Financial Statements
are complete, were prepared in accordance with generally accepted
accounting principles applied on a basis consistent with prior periods and
fairly present the financial position of the Company as of October 31,
1997.
(f) NO UNDISCLOSED LIABILITIES. Except as set forth in the Company
Financial Statements previously delivered to Buyer and as set forth on
Exhibit "E, Seller is not aware of any liabilities for which the Company
is liable or will become liable in the future.
-2-
<PAGE> 3
(g) TAXES. The Company has filed all federal, state, local tax and
other returns and reports which were required to be filed with respect to
all taxes, levies, imposts, duties, licenses and registration fees,
charges or withholdings of every nature whatsoever ("Taxes"), and their
exists a substantial basis in law and fact for all positions taken in such
reports. No waivers of periods of limitation are in effect with respect to
any taxes arising from and attributable to the ownership of properties or
operations of the business of the Company.
(h) PROPERTIES. The Company has good and marketable title to all its
personal property, equipment, processes, patents, copyrights, trademarks,
franchises, licenses and other properties and assets (except for items
leased or licensed to the Company), including all property reflected in
the Company Financial Statements (except for assets reflected therein
which have been sold in the normal course of its business where the
proceeds from such sale or other disposition have been properly accounted
for in the financial statements of the Company), in each case free and
clear of all liens, claims and encumbrances of every kind and character,
except as set forth in Exhibit "F. The Company has no ownership interest
in any real property. The assets and properties owned, operated or leased
by the Company and used in its business are in good operating condition,
reasonable wear and tear excepted, and suitable for the uses for which
intended.
(i) BOOKS AND RECORDS. The books and records of the Company are
complete and correct in all material respects, have been maintained in
accordance with good business practices and accurately reflect in all
material respects the business, financial condition and results of
operations of the Company as set forth in the Company Financial
Statements.
(j) INSURANCE. Exhibit "G contains an accurate and complete list and
brief description of all performance bonds and policies of insurance,
including fire and extended coverage, general liability, workers
compensation, products liability, property, and other forms of insurance
or indemnity bonds held by the Company. The Company is not in default with
respect to any provisions of any such policy or indemnity bond and has not
failed to give any notice or present any claim thereunder in due and
timely fashion. All policies of insurance and bonds are: (1) in full force
and effect; (2) are sufficient for compliance by the Company with all
requirements of law and of all agreements and instruments to which the
Company is a party; (3) are valid, outstanding and enforceable; (4)
provide adequate insurance coverage for the assets, business and
operations of the Company in amounts at least equal to customary coverage
in the Company's industry; (5) will remain in full force and effect
through the Closing; and (6) will not be affected by, and will not
terminate or lapse by reason of, the transactions contemplated by this
Agreement.
(k) TRANSACTIONS WITH CERTAIN PERSONS. Except as disclosed in
Exhibit "H, the Company has no outstanding agreement, understanding,
contract, lease, commitment, loan or other arrangement with any officer,
director or shareholder of the Company or any relative of any such person,
or any corporation or other entity in which such person owns a beneficial
interest.
(l) MATERIAL CONTRACTS. Except as set forth in Exhibit "I", the
Company has no purchase, sale, commitment, or other contract, the breach
or termination of which would have a materially adverse effect on the
business, financial condition, results of operations, assets, liabilities,
or prospects of the Company.
(m) EMPLOYMENT MATTERS. Exhibit "J" contains a list of all officers,
their base salaries, accrued vacation pay, sick pay, and severance pay
through December 31, 1997. Except as set forth in Exhibit "K", the Company
is not a party to any employment agreement, or any pension, profit
sharing, retirement or other deferred compensation plan or agreement. The
Company has not incurred any unfunded deficiency or liability within the
meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"),
has not incurred any liability to the Pension Benefit Guaranty Corporation
established under ERISA in connection with any employee benefit plan and
has no outstanding obligations or liabilities under any employee benefit
plan. The
-3-
<PAGE> 4
Company has not been a party to a "prohibited transaction," which would
subject the Company to any tax or penalty. There is no collective
bargaining agreement or negotiations therefor, labor grievance or
arbitration proceeding against the Company pending or threatened, and to
the knowledge of the Seller, there are no union organizing activities
currently pending or threatened against or involving the Company.
(n) AUTHORIZATIONS. The Company has no licenses, permits, approvals
and other authorizations from any governmental agencies and any other
entities that are necessary for the conduct of its business, except as set
forth in Exhibit "L" which contains a list of all licenses, permits,
approvals, and other authorizations, as well as a list of all copyrights,
patents, trademarks, tradenames, servicemarks, franchises, licenses and
other permits, each of which is valid and in full force and effect.
(o) NO POWERS OF ATTORNEY. The Company has no powers of attorney or
similar authorizations outstanding.
(p) COMPLIANCE WITH LAWS. The Company is not in violation of any
federal, state, local or other law, ordinance, rule or regulation
applicable to its business, and have not received any actual or threatened
complaint, citation or notice of violation or investigation from any
governmental authority.
(q) COMPLIANCE WITH ENVIRONMENTAL LAWS. The Company is in compliance
with all applicable pollution control and environmental laws, rules and
regulations. The Company has no environmental licenses, permits and other
authorizations held by the Company relative to compliance with
environmental laws, rules and regulations.
(r) NO LITIGATION. There are no actions, suits, claims, complaints
or proceedings pending or threatened against the Company, at law or in
equity, or before or by any governmental department, commission, court,
board, bureau, agency or instrumentality; and there are no facts which
would provide a valid basis for any such action, suit or proceeding. There
are no orders, judgments or decrees of any governmental authority
outstanding which specifically apply to the Company or any of its assets.
(s) VALIDITY. All contracts, agreements, leases and licenses to
which the Company is a party or by which it or any of its properties or
assets are bound or affected, are valid and in full force and effect; and
no breach or default exists, or upon the giving of notice or lapse of
time, or both, would exist, on the part of the Company or by any other
party thereto.
(t) NO ADVERSE CHANGES. Since October 31, 1997, there have been no
actual or threatened developments of a nature that is materially adverse
to or involves any materially adverse effect upon the business, financial
condition, results of operations, assets, liabilities, or prospects of the
Company.
(u) FEES. All negotiations relating to the Basic Agreements and the
Transactions have been conducted by the Seller in such a manner as not to
give rise to any valid claim for any finder's fees, brokerage commission,
financial advisory fee or related expense or other like payment for which
the Company or Buyer are or may be liable.
(v) FULL DISCLOSURE. All statements of Seller contained in the Basic
Agreements and in any other written documents delivered by or on behalf of
the Company or Seller to Buyer are true and correct in all material
respects and do not omit any material fact necessary to make the
statements contained therein not misleading in light of the circumstances
under which they were made. There are no facts known to Seller which could
have a materially adversely affect upon the business, financial condition,
results of operations, assets, liabilities, or prospects of the Company,
which have not been disclosed to Buyer in the Basic Agreements.
-4-
<PAGE> 5
2.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants
to Seller as follows:
(a) ORGANIZATION. Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of the state of Delaware.
Buyer has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business. Buyer is duly
qualified and in good standing as a foreign corporation in each
jurisdiction where its ownership of property or operation of its business
requires qualification. The Certificate of Incorporation and the Bylaws of
Buyer presently provide that the number of members of the Board of
Directors shall be five (5).
(b) AUTHORITY. Buyer has full power and lawful authority to execute
and deliver the Basic Agreements and to consummate and perform the
Transactions contemplated thereby. The Basic Agreements constitute (or
shall, upon execution, constitute) valid and legally binding obligations
upon Buyer, enforceable in accordance with their terms. Neither the
execution and delivery of the Basic Agreements by Buyer, nor the
consummation and performance of the Transactions contemplated thereby,
conflicts with, requires the consent, waiver or approval of, results in a
breach of or default under, or gives to others any interest or right of
termination, cancellation or acceleration in or with respect to, any
agreement by which Buyer is a party or by which Buyer or any of its
properties or assets are bound or affected.
(c) INVESTMENT INTENT. Buyer is acquiring the Shares for its own
account, for investment purposes only, and not with a view to the sale or
distribution of any part thereof, and Buyer has no present intention of
selling, granting participation in, or otherwise distributing the same.
Buyer understands the specific risks related to an investment in the
Shares, especially as it relates to the financial performance of the
Company.
III.
COVENANTS
3.1 COVENANTS OF SELLER. Seller covenants and agrees that from the date
hereof to the Closing without the prior written consent of Buyer:
(a) ORDINARY COURSE OF BUSINESS. Seller will operate the business of
the Company only in the ordinary course and will use their best efforts to
preserve the Company's business, organization, goodwill and relationships
with persons having business dealings with them.
(b) MAINTAIN PROPERTIES. Seller will maintain all of the Company's
properties in good working order, repair and condition (reasonable wear
and use excepted) and cause the Company to take all steps reasonably
necessary to maintain in full force and effect its patents, trademarks,
servicemarks, trade names, brand names, copyrights and other intangible
assets.
(c) COMPENSATION. Seller will not permit the Company to (1) enter
into or alter any employment agreements; (2) grant any increase in
compensation other than normal merit increases consistent with the
Company's general prevailing practices to any officer or employee; or (3)
enter into or alter any labor or collective bargaining agreement or any
bonus or other employee fringe benefit.
(d) NO INDEBTEDNESS. Seller will not permit the Company to create,
incur, assume, guarantee or otherwise become liable with respect to any
obligation for borrowed money, indebtedness, capitalized lease or similar
obligation, except in the ordinary course of business consistent with past
practices where the entire net proceeds thereof are deposited with and
used by and in connection with the business of the Company.
-5-
<PAGE> 6
(e) MAINTAIN BOOKS. Seller will cause the Company to maintain its
books, accounts and records in the usual, regular ordinary and sound
business manner and in accordance with generally accepted accounting
principles applied on a basis consistent with past practices.
(f) NO AMENDMENTS. Seller will not permit the Company to amend its
corporate charter or bylaws (or similar documents) without prior consent
of Buyer and will cause the Company to maintain their corporate existence,
licenses, permits, powers and rights in full force and effect.
(g) TAXES AND ACCOUNTING MATTERS. Seller will cause the Company to
file when due all federal, state and local tax returns and reports which
shall be accurate and complete, including but not limited to income,
franchise, excise, ad valorem, and other taxes with respect to its
business and properties, and to pay as they become due all taxes or
assessments, except for taxes for which adequate reserves are established
and which are being contested in good faith by appropriate proceedings.
Seller will not permit the Company to change their accounting methods or
practices or any depreciation, amortization or inventory valuation
policies or practices.
(h) NO DISPOSITION OR ENCUMBRANCE. Except in the ordinary course of
business consistent with past practice, Seller will not permit the Company
to (1) dispose of or encumber any of its properties and assets, (2)
discharge or satisfy any lien or encumbrance or pay any obligation or
liability (fixed or contingent) except for previously scheduled repayment
of debt, (3) cancel or compromise any debt or claim, (4) transfer or grant
any rights under any concessions, leases, licenses, agreements, patents,
inventions, proprietary technology or process, trademarks, servicemarks or
copyrights, or with respect to any know-how, or (5) enter into or modify
in any material respect or terminate any existing license, lease, or
contract.
(i) INSURANCE. Seller will cause the Company to maintain in effect
all its current insurance policies.
(j) NO SECURITIES ISSUANCES. Seller will not permit the Company to
issue any shares of any class of capital stock, or enter into any
contract, option, warrant or right calling for the issuance of any such
shares of capital stock, or create or issue any securities convertible
into any securities of the Company except for the transactions
contemplated herein.
(k) NO DIVIDENDS. Seller will not permit the Company to declare, set
aside or pay any dividends or other distributions of any nature
whatsoever.
(l) CONTRACTS. Seller will not permit the Company to enter into or
assume any contract, agreement, obligation, lease, license, or commitment
except in the ordinary course of business consistent with past practice or
as contemplated by this Agreement.
(m) NO BREACH. Seller will not permit the Company to do any act or
omit to do any act which would cause a breach of any contract, commitment
or obligation of the Company.
(n) DUE COMPLIANCE. Seller will cause the Company to comply with all
laws, regulations, rules and ordinances applicable to it and to the
conduct of its business.
(o) NO WAIVERS OF RIGHTS. Seller will not permit the Company to
amend, terminate or waive any material right whether or not in the
ordinary course of business.
(p) CAPITAL COMMITMENTS. Seller will not permit the Company to make
or commit to make any capital expenditure, capital addition or capital
improvement.
-6-
<PAGE> 7
(q) NO RELATED PARTY TRANSACTIONS. Seller will not permit the
Company to make any loans to, or enter into any transaction, agreement,
arrangement or understanding or any other nature with, any officer,
director or employee of the Company.
(r) NOTICE OF CHANGE. Seller will promptly advise Buyer in writing
of any material adverse change, or the occurrence of any event which
involves any substantial possibility of a material adverse change, in the
business, financial condition, results of operations, assets, liabilities
or prospects of the Company.
(s) CONSENTS. Seller will use their, and will cause the Company to
use its, best good faith efforts to obtain the consent or approval of each
person or entity whose consent or approval is required for the
consummation of the Transactions contemplated hereby and to do all things
necessary to consummate the Transactions contemplated by the Basic
Agreements.
IV.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER TO CLOSE
The obligation of Buyer to close the Transactions contemplated hereby is
subject to the fulfillment by Seller prior to Closing of each of the following
conditions, which may be waived in whole or in part by Buyer:
4.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of Seller contained in this Agreement shall have
been true and correct when made and shall be true and correct as of the Closing
with the same force and effect as if made at the Closing. Seller shall have
performed all agreements, covenants and conditions required to be performed by
Seller prior to the Closing.
4.2 NO ADVERSE CHANGE. There shall have been no event which has had or may
have a material adverse effect upon the business, financial condition, results
of operation, assets, liabilities or prospects of the Company.
4.3 NO LEGAL PROCEEDINGS. No suit, action or other legal or administrative
proceeding before any court or other governmental agency shall be pending or
threatened seeking to enjoin the consummation of the Transactions contemplated
hereby.
4.4 DOCUMENTS TO BE DELIVERED BY SELLER. Seller shall have delivered the
following documents:
(a) Stock certificates representing all of the Shares, duly endorsed
to Buyer and in blank or accompanied by duly executed stock powers, copies
of which are attached as Exhibit "M".
(b) A copy of (i) the Certificate of Incorporation of the Company,
certified as correct by the Company; and (ii) the Bylaws of the Company
certified as correct by the Company; and (iii) a certificate from the
Delaware Tax Commission, Franchise Tax Division, to the effect that the
Company is in good standing and has paid all franchise taxes in such
state, all as attached hereto as Exhibit "N";
(c) All agreements referred to in paragraph 1.5 above, executed by
all parties thereto other than Buyer.
(d) All corporate and other records of or applicable to the Company
included but not limited to, current and up-to-date minute books, stock
transfer books and registers, books of accounts, leases and material
contracts.
-7-
<PAGE> 8
(e) Such other documents or certificates as shall be reasonably
required by Buyer or its counsel in order to close and consummate this
Agreement.
V.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SELLER TO CLOSE
The obligation of Seller to close the Transactions is subject to the
fulfillment prior to Closing of each of the following conditions, any of which
may be waived in whole or in part by Seller:
5.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or administrative
proceedings before any court or other governmental agency shall be pending or
threatened seeking to enjoin the consummation of the Transactions contemplated
hereby.
5.3 OTHER AGREEMENTS. All parties other than Seller and the Company shall
have executed and delivered the Basic Agreements.
5.4 PAYMENTS. Seller shall have received from Buyer all Common Stock to be
issued at the Closing by Buyer pursuant to all the Basic Agreements.
VI.
MODIFICATION, WAIVERS, TERMINATION
AND EXPENSES
6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this
Agreement in any manner as they may mutually agree in writing.
6.2 WAIVERS. Buyer and Seller may in writing extend the time for or waive
compliance by the other with any of the covenants or conditions of the other
contained herein.
6.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated and the
purchase of the Shares may be abandoned before the Closing:
(a) By the mutual consent of Seller and Buyer;
(b) By Buyer, if the representations and warranties of Seller set
forth herein shall not be accurate, or the conditions precedent set forth
in Article V shall have not have been satisfied, in all material respects;
or
(c) By Seller, if the representations and warranties of Buyer set
forth herein shall not be accurate, or the conditions precedent set forth
in Article V shall not have been satisfied in all material respects.
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefor.
-8-
<PAGE> 9
VII.
MISCELLANEOUS
7.1 REPRESENTATIONS AND WARRANTIES TO SURVIVE. Unless otherwise provided,
all of the representations and warranties contained in this Agreement and in any
certificate, exhibit or other document delivered pursuant to this Agreement
shall survive the Closing for a period of two (2) years. No investigation made
by any party hereto or their representatives shall constitute a waiver of any
representation or warranty, and no such representation or warranty shall be
merged into the Closing.
7.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements and the
certificates and other instruments delivered by or on behalf of the parties
pursuant thereto, constitute the entire agreement between the parties. The terms
and conditions of the Basic Agreements shall inure to the benefit of and be
binding upon the respective heirs, legal representatives, successor and assigns
of the parties hereto. Nothing in the Basic Agreements, expressed or implied,
confers any rights or remedies upon any party other than the parties hereto and
their respective heirs, legal representatives and assigns.
7.3 APPLICABLE LAW. The Basic Agreements are made pursuant to, and will be
construed under, the laws of the State of Oklahoma.
7.4 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:
(a) If to Seller, to:
Gary Schultheis
Millennium Holdings Group, Inc.
2200 Corporate Blvd. N.W., Suite 311
Boca Raton, FL 33431
Telephone: (561) 988-2334
Fax: (561) 988-0815
(b) If to Buyer, to:
Jesse A. Clayton, President
7633 East 63rd Place, Suite 210
Tulsa, OK 74133
Telephone: (918) 459-9689
Fax: (918) 254-2988
These addresses may be changed from time to time by written notice to the
other parties.
7.5 HEADINGS. The headings contained in this Agreement are for reference
only and will not affect in any way the meaning or interpretation of this
Agreement.
7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed an original and all of which together will constitute one
instrument.
7.7 SEVERABILITY. If any one or more of the provisions of this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable under
applicable law this Agreement shall be construed as if such invalid, illegal
-9-
<PAGE> 10
or unenforceable provision had never been contained herein. The remaining
provisions of this Agreement shall be given effect to the maximum extent then
permitted by law.
7.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable remedy
or right available to a party shall not constitute a waiver of such right, nor
shall any such forbearance, failure or actual waiver imply or constitute waiver
of subsequent default or breach.
7.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable attorneys'
fees and expenses and court costs.
7.10 EXPENSES. Each party shall pay all fees and expenses incurred by it
incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
7.11 EXHIBITS. All of the following Exhibits to this Agreement are
incorporated herein in the places referenced in this Agreement as if fully set
forth herein:
<TABLE>
<CAPTION>
EXHIBIT REFERENCE ITEM
- ------- --------- ----
<S> <C> <C>
A 1.1 Shares of Common Stock of Company
B 1.5(a) Employment Agreement between Buyer and Gary Schultheis
C 1.5(a) Employment Agreement between Buyer and Herbert Tabin
D 1.5(c) Stock Option Agreement
E 2.1(c) Liabilities of Company
F 2.1(f) Liens, Claims and Encumbrances on Property of Company and Leases
G 2.1(h) Insurance of Company
H 2.1(j) Transactions of Company with Officers
I 2.1(k) Material Contracts of Company
J 2.1(l) Employees, Salaries and Benefits of Company
K 2.1(m) Licenses, Permits, etc. of Company
L 2.1(n) Employees, Salaries and Benefits of Buyer
M 4.4(a) Stock Certificates and Stock Powers
N 4.4(b) Certificate of Company and Bylaws
</TABLE>
7.12 INTEGRATION. This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the Transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith. This
Agreement has been negotiated by and submitted to the scrutiny of both Seller
and Buyer and their counsel and shall be given a fair and reasonable
interpretation in accordance with the words hereof, without consideration or
weight being given to its having been drafted by either party hereto or its
counsel.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement on the date first written above.
-10-
<PAGE> 11
"BUYER"
INTERNATIONAL INDUSTRIES, INC.
/s/ JESSE A. CLAYTON
-------------------------------------------
JESSE A. CLAYTON, PRESIDENT
"COMPANY"
MR. CIGAR, INC.
/s/ GARY SCHULTHEIS
-------------------------------------------
GARY SCHULTHEIS, PRESIDENT
"SELLER"
/s/ GARY SCHULTHEIS
-------------------------------------------
GARY SCHULTHEIS
/s/ HERBERT TABIN
-------------------------------------------
HERBERT TABIN
-11-
