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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
DIABETEX INTERNATIONAL CORP.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 87-0458228
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
7321 ROSEVILLE ROAD, SACRAMENTO, CA 95842
(ADDRESS OF PRINCIPAL OFFICE) (ZIP CODE)
Issuer's telephone number (702) 293-0909
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
DBTX Common Shares NASDAQ OTC BB
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. BUSINESS DESCRIPTION: Sheridan Industries Inc. ("Sheridan") was
incorporated in the State of Utah on September 14, 1983. On December 14, 1998,
Sheridan was incorporated in the State of Nevada. On December 1, 1998, the Utah
corporation was merged with and into the Nevada corporation and the Nevada
corporation was the survivor. Accordingly, the domicile of the corporation was
changed. On December 22, 1998, Sheridan changed its name to Diabetex
International Corp.
Diabetex International Corp. (the "Company") owns the following licenses :
A.) An exclusive worldwide license to exploit, manufacture and market a
patented device to non-invasively determine blood glucose and Al-C levels.
This device is under development and has not been approved by the Food and
Drug Administration ("FDA").
B.) An exclusive license to exploit and market a patented treatment for
diabetes patients known as Metabolic Activation. (This is also known as
Hepatic Activation or CIIIT). Metabolic activation has met all FDA
requirements for use on human patients.
C.) When a commercially viable unit is available, an exclusive worldwide
license to exploit, manufacture and market a proprietary pump for delivery
of insulin and insulin-related products.
The Company currently offers a patented treatment for diabetic patients called
Metabolic Activation. In the future, after completion of a commercially viable
unit development and regulatory approval, the Company intends to market devices
that detect blood glucose and AI -C levels, non-invasively and a proprietary
pump to deliver insulin and insulin related products.
Diabetes is a huge medical problem in every country. The Company has developed
and is the licensee of a patented new treatment for metabolic disorders, such as
diabetes, which has now been proven in clinical trials to stop, retard or
reverse the complications of diabetes.
THE BUSINESS
The business of the Company, is to provide people around the world with a
uniquely beneficial treatment and to exploit and market the proprietary
treatment devices used to deliver this breakthrough technology. The treatment
approach was invented by Thomas T. Aoki, M.D. Dr. Aoki is the Company Medical
Director, and Chief of Endocrinology at the University of California, Davis. He
was formerly Head of the Metabolism Research at Joslin Diabetes Center in
Boston, and a professor at Harvard Medical School.
Diabetes is the first application at which the metabolic enhancement technology
is directed. However, the Company is not only a diabetes treatment company, it
is a metabolism treatment company. The need for treatments for diabetes is
perhaps the single greatest market in medicine, but the other applications for
the Company such as a metabolism company have even wider basic applications.
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THE DISEASE
Insulin keeps diabetic people alive, but is not a cure. All diabetics, no matter
how healthy they may seem, are developing some level of life limiting
complications. Some individuals develop the complications more quickly than
others. Poor metabolism attacks the physical condition at its weakest point.
There are two different types of diabetics: Type L "juvenile onset" diabetics
who fail to produce any or enough insulin and Type M "adult onset" diabetics who
produce insulin but are slow to release sufficient insulin and are often
resistant to insulin. Both types of diabetes are not just conditions of
insufficient insulin but, they are diseases of improper body metabolism. That is
the technical definition of diabetes, a disease of metabolism. Even though the
two types of diabetes have different causes, both types of diabetics suffer from
the same complications due to their failure to properly process food fuels
(metabolize). The activation treatment addresses the problem at the cellular
level, and treats both Type I and Type H diabetics.
Insulin therapy was introduced in 1923 and until now, there have been few
significant changes in treatment. With insulin therapy, physicians have
prevented their patients from quickly dying, but have not corrected the
metabolic dysfunction which could lead to the following: blindness, renal
failure, accelerated coronary disease, cerebral vascular disease, disabling
neuropathy, and severe peripheral vascular disease occasionally leading to
amputation of extremities.
Perhaps unlike any other disease, diabetes adversely affects all aspects of the
diabetic and their whole family. All aspects of life are virtually controlled by
diabetes: eating, sleeping, physical activities, sexual function, work, travel,
and the overall way that diabetic people feel, are all dependent on the disease,
and require constant attention. A diabetic person constantly works to keep some
blood glucose balanced as this is all that they can try to do.
Because diabetes is a disease of improper metabolism, there are whole body
widespread severe basic biochemical abnormalities. The fundamental defect is the
reduced ability of glucose to be used as the fuel for body tissues, and a
corresponding increase in the release of glucose from the liver into general
circulation. Diabetic people fail to metabolize the carbohydrates and instead
metabolize lipids (fats) at a much higher rate than a normal person. Thus
diabetics have been referred to as "butter burners." Unlike conventional
treatments where the patient is starved of usual carbohydrates and the
activation therapy addresses this fundamental defect, and allows the patient to
metabolize carbohydrates.
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CONVENTIONAL THERAPY COMPARED
The conventional treatment of diabetes, only attempts to control blood glucose
by limiting glucose in food, and injecting insulin in amounts tailored to
anticipate meals, exercise, blood sugar, emotional levels and a host of other
variables. Trying to keep the blood glucose levels within the range of a normal
person is sometimes called "tight control". This new treatment known as
Metabolic Activation, is not related in any way to the currently widely used
"insulin pumps", as these pumps replace shots to help control glucose, but do
not pulse with insulin or change the basic problem, metabolism.
Associated with "tight control" therapy was the hope that such therapy will help
prevent the micro vascular, atherosclerotic and neuropathic complications of
diabetes mellitus. However, while poor glucose control will result in the
earlier onset of complications, tight control therapy has not avoided
complications. "Tight control" therapy often leads to blood sugars which are too
low, which has been shown to adversely affect neurological processes and cause
loss of consciousness. The Company has the only treatment which results in the
normalization of liver activities and metabolism.
THE DISCOVERY, ITS EFFECTS AND APPLICATION
Dr. Aoki has developed a completely new treatment for metabolic disfunctions
such as diabetes. He calls his treatment "Metabolic Activation" or "Hepatic
Activation" (liver activation) and sometimes known as CIIIT (Chronic Intravenous
Intermittent Insulin Therapy). This treatment does not merely treat the high or
low blood sugar conditions of diabetes, it addresses the metabolic problem which
is the core of this (and other) diseases. Dr. Aoki has been using this treatment
in a clinical setting, treating patients of all ages since 1986. Uniquely, this
treatment has produced important previously impossible therapeutic results in
patient treated. Treating the core of the disease, improper metabolism instead
of just trying to keep blood sugar more normal is a real departure in
approaches.
Through various clinical studies, the Company now knows from the ten year DCCT
trials that keeping diabetes sugar more normal helps in 50% to 75% of the
people, and that proves two things:
1. People who don't control their blood glucose will suffer complications more
rapidly than those who control their glucose better.
2. People who have excellent control, still do not have proper metabolism, and
in 50% to 75% of the time, suffer from the complications.
In reality, the truth of diabetes is worse than stated. While being more
controlled will keep many patients from early complications, they suffer from
the effects of diabetes, and do not have normal energy or life spans.
Eventually, the disease attacks the weakest part of the person.
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Diabetes is not a disease of high and low blood glucose levels. For years,
however, physicians have treated it as merely a blood sugar problem diabetics
cannot properly metabolize carbohydrates, and as a result, their bodies convert
to a higher rate of lipids (fats) metabolism with serious consequences. Because
diabetic people cannot burn carbohydrates, the backup system of converting to,
and burning lipids automatically begins to function, which is a major aspect of
cardiovascular and other diseases. The effect of the Company's treatment is to
reestablish proper body wide metabolism, by restoring carbohydrate metabolism,
and reducing the unusually high rate of lipid metabolism. By so doing, one of
the many beneficial results is to restore to the liver the ability to both store
and release glucose (as it does for the non-diabetic) and thereby to buffer and
limit the high and low blood glucose swings of diabetics. In addition to this
change, other changes in enzymes are also a beneficial result of the treatment,
which activate to feed the heart, eye and other tissues both directly and
indirectly through complicated hormone fuel metabolism processes.
The Company's treatment and approach completely differs from conventional
insulin therapy in which carbohydrate intake is greatly restricted and insulin
is administered by subcutaneous injection with little or no effect on liver (and
thus body) metabolism disorders. More normal metabolism has been preventing long
term, complications of the most severely afflicted diabetics at the University
of California, Davis, and now at the other sites of activation, and, there is
substantial evidence to suggest damage is reversible.
This procedure is unique, making it possible for diabetics to lead near normal
lifestyles through increased health and energy, decreases in average glucose
levels, complete elimination of low blood sugar reactions (loss of consciousness
from hypoglycemic episodes) and almost complete elimination of blood glucose
fluctuation related periodic hospitalizations.
Hepatic Activation is accomplished through the use of a specially made
Intravenous Infusion Device which pulses the infusion, and is controlled by an
algorithm (computer program). Activations are transacted at any trained
physician's clinic, once a week to once every two weeks. This procedure
continues at the physician's office or clinic until the individual become
stabilized with their new "wellness" after which the patient may activate at
home (using an individually pre-programmed infusion pump). The availability of
the current device is limited, so additional units will be required as expansion
takes place, and it is anticipated that the new Hamilton-May pump can fill this
need.
The metabolic treatment medical breakthrough has applications for other
metabolic related conditions including hypertension, cardiovascular disease,
trauma, organ transplants, and the aging process itself. These benefits derive
primarily from the better metabolic condition of the patients, and apparently a
host of other processes such as an increase in high density lipoproteins (BDL),
and decrease in low, and very low density lipoproteins (LDL, VLDL).
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CLINICAL TRIAL RESULTS TO DATE
Metabolic Activation therapy has been provided to patients at the University of
California, Davis, where the most difficult and ill patients have been treated.
Some of these patients have failed under state-of the-art conventional therapy,
and without activation treatment these patients are doomed to suffer the
disabling problems of diabetes as the disease advanced. It has taken a number of
years for Metabolic Activation to demonstrate the long term effects of
activation on complications, and physicians now know that activation
significantly stabilizes these patients and greatly affects the complications of
diabetes, the first treatment ever to do so. This body of information also shows
that other metabolic disease states will respond, many of which are related to
heart disease and strokes.
Metabolic (Hepatic) Activation appears to be the only therapy to stop the
complications of diabetes, and further appears to complement almost any other
form of treatment.
CLINIC DEVELOPMENT IMPLEMENTATION
A standardized package for setting up clinics using the Company's system and a
related marketing program has been developed along with the system for training
to deliver the treatment.
Physicians will rent the devices on a per use basis, which will also provide
experts by telephone for any questions, and quality assurance.
At the beginning, as many pumps and chairs as there are patients can be set up
in any location, as long as water, and the usual facilities are available. Since
the physician is not being asked to purchase the pump, he can begin with only a
few patients.
A TEN STATION CLINIC MODEL
A ten (10) station clinic model may be the best initial area model as it
satisfies the following criteria:
It is small enough to be easily accommodated by the average size physicians
office or hospital and would use a relatively small area.
It addresses a sufficiently large patient base to attract new patients to the
clinic or hospital.
It is small enough to be broadly distributed in geographical areas for the
convenience of patients.
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A ten station treatment system can treat a maximum of twenty people each day,
five days per week equaling 100 patients per week being treated on a weekly
basis, or 200 patients treated every other week. The Company's financial model
assumes only a five day work week and never full capacity.
Assuming an average of 20 successive weekly clinical visits per patient, we see
that one ten station clinic can treat a maximum of three groups of 100 patients
(300) yearly, assuming that they can then go home with the home pump. An
exceedingly conservative market intrusion is assumed in the model
The Company's marketing strategy is designed to be integrated into the existing
system of health care delivery, in that most practitioners will keep their
patients for their other health needs, and send them to a central clinic for
activation only.
HOME TREATMENT PROGRAM
With proper training, almost any person can learn to safely and effectively give
the treatment at home, which gives much needed flexibility and saves costs,
while freeing the clinic to process more diabetic people. To date, the Company
has not undertaken a broad based program of home therapy, due to the ongoing
clinical trials, and the availability of being reimbursed by health insurance
and some governmental programs for the treatment.
It was originally assumed that patients would resist continuing activation
treatments if they were required to come into a clinic once every 7 to 14 days,
but such has not been the case. Patients feel so much better, and can validate
their newly restored carbohydrate metabolism while relaxing for 6 to 7 hours and
watching TV and reading. Thus, those persons who are, because of their age or
condition, not able to be easily activated at home, have continued to come in on
schedule since they began, which has been over 8 years in some cases, and over 5
in many.
(B) 1. The principal product of the Company are patented treatments for diabetic
patients called Metabolic Activation. In the future, after completion of a
commercially viable unit development and regulatory approval, the Company
intends to market devices that detect blood glucose an A I -C levels
non-invasively and a proprietary pump to deliver insulin and insulin related
products.
The treatment takes place in a clinic the first time for two days and is
followed by treatments once every week to perhaps once every two weeks,
depending upon the patient. As the treatments are customized for each patient,
the interval between treatments will vary.
The patients come into the clinic for the first phase of treatments lasting at
least 16 weeks, and then may be eligible for home treatment, depending upon the
availability of equipment and the abilities of the patient. Three treatments are
given on a treatment day, with the patient sitting in a recliner or chair and
being "hooked up" (infused) for one hour, and then disconnected for two hours.
During the treatments, carbohydrates and
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intravenous insulin are administered using the Company's computer controlled
infusion pump treatment device. After a minimum of 16 weeks, the home pump
(which is the same as the clinic pump) may be used. An individualized treatment
regimen will continue at home or wherever the patient is, on whatever schedule
the patient desires. Certain patients will require more frequent treatments, and
certain patients less, but a normal diabetic person should be able to transact
the treatment at home without any complications. Another person will have to
stay with the patient when treatment is administered, making sure that blood
glucose does not get too low. Currently, home activations are being conducted as
part of the ongoing clinical trials, and they have progressed as expected, with
no difference from clinic activation. It is suggested that four times a year,
home treatment patients come in for treatment and metabolic measurement in the
clinic.
The patient's body metabolism changes, and drastically so during the first 16
weeks of treatments, with the changes monitored using a standard and proven test
for measuring body-wide metabolism, also known as "MMC" or Metabolic Measurement
Chart. This device measures oxygen consumption and carbon dioxide production on
a breath-by-breath basis, and records for the first time. This allows the
patient to be able to properly metabolize carbohydrates instead of metabolizing
too many lipids. While the re-establishment of metabolic integrity is currently
monitored during treatment in the laboratory or clinic, such measurement is not
needed to deliver the treatments at home. The MMC is used initially to deter the
dose for that patient, and to show the metabolic activation changes. The result
of the treatments is that the liver, and thereby the whole body, achieves
something totally unheard of prior to this therapy, the regaining of true
non-diabetic-like metabolism.
There will be three phases, the first, clinic treatment, the second,
self-administering at home, and the third, in the future, the use of the
Hamilton-May computerized wearable automatically monitoring treatment pump.
Implantable devices may be an optional way to administer the treatments, but due
to the frequency of being treated, it is anticipated that only some patients
will want an implanted device.
As stated, during the first 16 weeks, the patient's body composition changes,
requiring adjustment in the treatment program. After that initial phase, the
treatment dosing does not change significantly, and the patients are able to
adjust any such changes. During the first phase, in clinic, the patient receives
a thorough education about diabetes in general and specifically the new means of
treatments. In the final weeks of this phase, the patient will be taught to
self-administer the Company's treatment at home, and will practice
self-administering in the final clinic treatment sessions.
(B) 2. The Company's initial market targets the 15% of all diabetics on insulin,
who are classified as "brittle," and a much larger number of acutely ill
diabetics. The diabetic market is so large that the projected demand of the
initial "brittle" and "ill" market in the USA alone is 1,300,000 patents. The
true market is all diabetics, since all are greatly affected by their disease
and their lifespan significantly shortened.
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The patients who will receive first priority for treatments are the patients for
whom conventional insulin therapy is largely ineffectual. These people are
chronically ill and need the life changing benefits of the Company's activation
treatment. These patients quickly respond to the treatments, and the changes are
easily recognized. Acute care patients include diabetics who are very "brittle"
(severe difficulty with blood glucose), pregnant, and some who are of preschool
age. The market also includes the millions of persons with Type Ill (adult
onset) diabetes, including those who currently do not take insulin and are now
on oral agents. The expectation is that Hepatic Activation will become the
standard of treatment for all patients who seek to avoid the complications of
diabetes.
MARKET STRATEGY
The strategy of the Company is to address diabetes first.. The world market in
diabetes is very large, costing the United States alone over $27 Billion per
year.
There are 23 Million diagnosed diabetics in the world and the number is
increasing 2% percent each year. The overall approach is simple.
(B) 3. The Company has developed the following to meet the needs of the diabetic
markets as follows:
A. The Company will expand its relationships with leading physicians,
publish the data from the studies; help start physicians using their
clinical settings, and then expand into additional treatment centers
for that area.
B. The Company will sell the disposables and kits, and rent infusion
equipment to the users. After a center is operating properly, the home
activation system will commence, whereby the patients who activate at
home will be monitored by telephone, and come in for quarterly checkup
activations in the clinics.
C. The Company in conjunction with Dr. Aoki, will continue to expand the
research and development of the technology into the treatment of other
diseases of improper metabolism such as hypertension, heart disease,
trauma care, organ transplants, elevated blood lipids and aging. This
research and development effort continues to be one of the most
important forms of marketing and expansion of acceptance through peer
review journals.
(B) 4. There is no direct competition for this therapy. The only issue is the
perceived competition of other claims of progress often found in the media, but
which never seems to get past the initial announcement of "promising preliminary
results". The only current competition is just aggressive conventional treatment
which is shown to be ineffective as to the onset or retarding of complications.
It should also be noted that with all therapies currently known in development,
(except for gene replacement therapy which actually replaces the islet cells in
the pancreas), were to become available, they
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would need the normalization of metabolism provided by activation, since none of
the known therapies, stimulate the liver into the production of the array of
enzymes the human body needs to function properly.
(B) 5. The Company's treatments and products are manufactured pursuant to an
Agreement and Plan of Reorganization by and between the Company and Advanced
Metabolic Systems, Inc.
(B) 6. The Company's consumer base is large and it does not rely on one or even
a few major customers but on a broad based marketing and advertising program.
(B) 7. The Company owns the following licenses :
a.) An exclusive worldwide license to exploit, manufacture and market
a patented device to non-invasively determine blood glucose and Al-C
levels. This device is under development and has not been approved by the
FDA.
b.) An exclusive license to exploit and market a patented treatment
for diabetes patients known as Metabolic activation. (This is also known as
Hepatic activation or CIIIT). Metabolic activation has met all FDA
requirements for use on human patients.
c.) When a commercially viable unit is available, an exclusive
worldwide license to exploit, manufacture and market a proprietary pump for
delivery of insulin and insulin-related products.
(B) 8. As has been stated the Company owns the following licenses and does
require a license or approval form a governmental agency at this time:
a.) An exclusive worldwide license to exploit, manufacture and market
a patented device to non-invasively determine blood glucose and Al-C
levels. This device is under development and has not been approved by the
Food and Drug Administration.
b.) An exclusive license to exploit and market a patented treatment
for diabetes patients known as Metabolic activation. (This is also known as
Hepatic activation or CIIIT). Metabolic activation has met all Food and
Drug Administration requirements for use on human patients.
(B) 9. At the present time the Company has five (5) employees.
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(C) The Company shall voluntarily provide its shareholders with an annual report
that will include audited financial statements.
The public may read and copy any materials the Company files with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC
20549. Information regarding the operation of the Public Reference Room may
be obtained by calling the SEC at 1-800-SEC-0330.
ITEM 2. MANAGEMENT'S DECISIONS AND ANALYSIS OR PLAN OF OPERATIONS:
Plan of Operation:
The Company is a developmental stage company. The Company consists of three
key divisions: intellectual properties, non-invasive monitoring devices for
diabetics and lastly, the Dr. Aoki Metabolic activation treatment division. In
connection with the first division, the Company is currently developing a
Hypoglycemic/Hyperglycemic Warning device and has completed the engineering
phase. With regard to the second division, the Company has successfully built
and tested its non-invasive monitoring devices for diabetics. Currently, these
devices are being transferred from working-prototypes to miniaturized models.
Upon approval from the Food and Drug Administration ("FDA"), the miniaturized
models will then be marketed and a major marketing and advertising campaign
shall commence. It should be noted that the final clinical trial will be
conducted under the supervision of Dr. Sami Hasim at St. Luke's Roosevelt
Medical Center in New York, NY. Previous successful clinical trials were
conducted at Loma Linda Diabetex Center and Innovative Health Care under the
direction of Dr. Ivan Goldsmith.
As has been stated earlier, the Company has recently hired Dr. Aoki as one
of its key employees. Dr. Aoki is one of the leading authorities on diabetes and
is one of the directors of the The Aoki Diabetes Institute at University of
California, at Davis, CA. Furthermore, the Company recently acquired Dr. Aoki's
patented treatment to stop the death threatening effects of diabetes known as
CIIIT or Metabolic Activation.
The Company further has acquired Dr. Aoki's diabetes treatment company,
Advance Metabolic Technologies, Inc. and acquired the pump system developed by
Hamilton May to properly deliver the treatment to the diabetic patient. With
these acquisitions and the relationship's the Company has developed, the Company
believes that it has positioned
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itself properly to deliver the instruments and treatments to enhance and assist
the diabetic. The Company believes that the treatments and various products,
(such as the miniaturized non-invasive monitoring devices for diabetics and the
Hamilton May pump) would allow the Company to properly compete with the small to
medium diabetic-supply companies. Currently, these devices are being transferred
from working-prototypes to miniaturized models. Upon approval from the Food and
Drug Administration ("FDA"), the miniaturized models will then be marketed and a
major marketing and advertising campaign would commence.
The Company is currently investigating various investment banking firms to
seek out possible merger or acquisition candidates. The Company further believes
that with the assistance of an investment banking firm, the Company would
resolve any additional financing requirements the Company may interface with to
meet its business objectives in the near future.
ITEM 3. DESCRIPTION OF PROPERTY:
(A) The Company does not own any property. All of its equipment is in good
working order. Its principal location at 7321 Roseville Road,
Sacramento, CA 95842 is rented. The building is a 37,000 square foot
combination manufacturing, electronic development, warehouse and
office facility. The Company co-habits with Hamilton May Corporation
and Advanced Metabolic Technologies.
(B) At the present time the Company has no investment policy with respect
to any real estate transactions. Pursuant to the By-laws the Board of
Directors has the sole discretion for any such investment without
limitation. Any change in this regard would require the vote of the
shareholders.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) Security ownership of certain beneficial owners.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
- - ------------------------------------------------------------------------------------------------------------------
Name and Amount and
Title of Class Address of Beneficial Owner Nature of Beneficial Owner Percent of Class
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Voting Henry Cartwright 2,000,000 15.50%
13 Dovetail
Henderson, NV 89014 Individual
- - ------------------------------------------------------------------------------------------------------------------
Common Voting Advanced Metabolic Sys. 1,232,261 9.50%
8776 Killdee
Orangevale, CA 95662 Corporation
- - ------------------------------------------------------------------------------------------------------------------
Common Voting Dominion Inv. Ltd. 1,021,070 7.9%
Bahamas Financial Center
P.O.Box Box SS-6827 Corporation
Nassau, Bahamas
- - ------------------------------------------------------------------------------------------------------------------
</TABLE>
(B) Security ownership of management
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
- - ------------------------------------------------------------------------------------------------------------------
Name and Amount and
Title of Class Address of Beneficial Owner Nature of Beneficial Owner Percent of class
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Philip R. Blomquist, 50,000
7321 Roseville Road President, Secretary and .004%
Common Voting Sacramento, CA 95842 Sole Director
- - ------------------------------------------------------------------------------------------------------------------
Floyd Ault as Trustee for 80,000
the Ault Trust Treasurer .006%
Common Voting 7321 Roseville Road
Sacramento, CA 95842
- - ------------------------------------------------------------------------------------------------------------------
</TABLE>
(C) There are no arrangements that would result in a change of control of
the Company.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
(A) The following are the Directors and Executive Officers of the Company:
PHILLIP R. BLOMQUIST, age 69, President and Secretary for a term of
office of 2 years commencing on January 4, 1999 and Sole Director.
Prior to his association with the Company, Mr. Blomquist was involved
in a number of venture capital situations from real estate development
and construction to automotive sales, leasing and rental. From 1967 to
1973, Mr. Blomquist served as Salt Lake County Commissioner for Salt
Lake City, Utah. As Salt Lake County Commissioner, he was responsible
for the construction of the Salt Palace, a large convention center and
sports arena. He was also responsible for the Salt Lake Count Hospital
and served on the Salt Lake County Board of Health. He administered
all governmental medical services dispensed in the County. Under his
direction, medical services for the indigent and elderly were expanded
substantially and new programs were implemented.
FLOYD AULT, age 79, Treasurer, term of office 2 years, began serving
January 4, 1999. Prior to his association with the Company, Mr. Ault
was a registered nurse. For the past ten years, Mr. Ault has served as
a medical consultant.
THOMAS T. AOKI, M.D., age 59, President of Advanced Metabolic
Technologies, Inc. (Company's wholly owned subsidiary). Dr. Aoki is
the original patent holder of the Metabolic Activation. Prior to his
association with the Company, is Professor of Medicine and Chief of
the Division of Endocrinology at the University of California, Davis,
Medical Center (Sacramento). He obtained his M.D. degree from Yale
University in 1965 and that year received the Moseby Award for
Scholastic Excellence. Dr. Aoki has served as a member of numerous
professional organizations and committees in diabetes, endocrinology
and metabolism. From 1972 to 1994, he was as a Senior Investigator of
the Research Division at the Joslin Diabetes Research Center and from
1982 to 1984 served as the Head of the Metabolism Section. Dr. Aoki is
an internationally recognized expert in the field of hormone-fuel
metabolism and diabetes.
Dr. Aoki responsibilities will include ensuring that all products and
systems developed fully meet the technical, scientific, and medical
requirements for delivering the Advanced Metabolic Technologies
diabetes treatment. He is uniquely qualified to integrate the
requirements of the Advanced Metabolic Technologies technology with
the needs of health care providers and the needs of patients. His
participation will expedite product development and enable the company
to develop market readiness, and market dominance.He has had 89
professional papers, 71 abstracts, and 21 reviews published and has
contributed various chapters to 9 medical books.
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There are no key employees at this time other than those serving in
the official capacities above.
(B) There are no family relationships among any of the directors,
executive officers, or any person nominated or chosen to be a director
or executive officer.
(C) 1. There are no legal proceedings, pending or completed against the
Company, its directors, executive officers, or of any business that
any such person was a general partner or executive officer.
2. None of the directors or executive officers has been convicted of
any criminal offense (excluding traffic violations and other minor
offenses) nor are any such proceedings pending in any court of
competent jurisdiction.
3. No executive officer or director has been the subject of any
judgment or decree by any court of competent jurisdiction revoking,
suspending or enjoining any such executive officer or director of the
Company or otherwise limiting in any way the participation of such
person in the total involvement of business, securities or banking
activities.
4. No executive officer or director has been found by any court of
competent jurisdiction to have violated a federal securities or
commodities law, including any such finding by the Commission or
Commodity Futures Trading Commission.
<PAGE> 16
16
ITEM 6. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
LONG TERM COMPENSATION
- - ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION AWARDS PAY-OUTS
- - ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- - ------------------------------------------------------------------------------------------------------------------------------------
NAME AND RESTRICT SECURITIES ALL OTHER
PRINCIPLE OTHER ANNUAL STOCK UNDERLYING LTIP COMP
POSITION YEAR SALARY BONUS COMPENSATION AWARDS OPTIONS/ PAY- ($)
($) ($) SAR'S OUTS
(#) ($)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pres./Secy
Philip Blomquist 1999 -0- -0- none none None -0-
- - ------------------------------------------------------------------------------------------------------------------------------------
Treasurer 1999 -0- -0-
Floyd Ault -0- -0- none none None -0-
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The officers and directors of the Company have served without compensation other
than the shares of restricted stock issued above.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(A) There have been no transactions or proposed transactions to which the
Company was or is to be a party, in which any of its officers,
directors, nominees had a direct or indirect material interest.
(B) The Company has not issued, either directly or indirectly, anything of
value to any promoter, including money, shares, property, assets,
contracts or options of any kind.
<PAGE> 17
17
(C) The Company has not granted any material underwriting discounts or
commissions upon the sale of securities to any party who was or is to
be a principal underwriter or is controlling person or member of a
firm that was to be a principal underwriter.
(D) There have been no transactions either to purchase or sell assets of
the Company extraordinary to the normal business operations of the
Company.
ITEM 8. DESCRIPTION OF SECURITIES
1. The Company is offering common equity shares with no dividend or
preemption rights and voting rights of one vote per share.
(A) The Company has no debt securities.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER'S MATTERS
The Company's stock is being traded on the NASD OTC Bulletin Board since
December 30, 1998. The following represents the high and low prices for each
quarter therefrom.
<TABLE>
<CAPTION>
QUARTER ENDING MARCH JUNE SEPTEMBER
1999 1999 1999
<S> <C> <C> <C> <C>
HIGH 13.50 22.50 15
LOW 12.75 22.00 13
</TABLE>
<PAGE> 18
18
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings, judicial or administrative, pending against the
Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There are no disagreements between the Company's independent accountants nor has
there been a change in the independent accountant chosen by the Company.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On January 4, 1999, the Company filed a Form D Notice of Sale of Securities
Pursuant to Regulation D with the Securities and Exchange Commission under Rule
504 adopted under the Securities Act of 1933 (the "Act") as amended. The
securities sold were common shares and the aggregate dollars raised were
$100,000 to two accredited investors, Colonial National, Ltd. and Hamilton, Ltd.
No officer, director or affiliate received any payment from these funds.
On January 4, 1999 through January 15, 1999, the Company sold 950,000 common
shares at an offering price of $.05 per share. All sales were made pursuant to
an exemption under Rule 506 of Regulation D adopted under the Act as amended.
Investors received information required by Rule 506 of Regulation D the Act and
other requirements of Regulation D were met. The shares were issued to investors
as follows:
<TABLE>
<CAPTION>
NAMES OF PURCHASERS NUMBER OF SHARES PURCHASED
<S> <C>
Ingrid P. Abbey 41,500
Anne Ainsworth 5,000
Betty and Darl Altman 1,000
Craig E. Anderson 1,000
Mary Lou Anderson 1,000
B & A Trading 11,000
Eliot Bauer 4,000
Shawn Burke 3,500
Deverlee Bradin 10,000
Jennifer Burke 3,500
Margaret Sue Carmen 500
Dana R. Cartwright 20,000
Stanley D. Cartwright 20,000
Terry Cartwright 4,000
Terry Cartwright 16,000
</TABLE>
<PAGE> 19
19
<TABLE>
<CAPTION>
NAMES OF PURCHASERS NUMBER OF SHARES PURCHASED
<S> <C>
Richard A. Chudey 19,200
Arlene Churchill 5,000
James D. Drake 11,000
Gurinder S. Garcha 1,000
Theodore Georgoff 500
Tim J. Gephart 5,000
GLS Property Management 10,000
Robert E. Gomer 1,000
Walter Grady 500
Richard Hooton 15,000
JMT3T Holdings 500
Ajit Khanuja 1,000
Ajit Khanuja 1,000
Benjamin Kirach 14,000
Godel Kirschenbaum 14,000
Paul Kramer 1,200
Hans Liebig 5,000
Elayne Fanney 1,000
Robert Klorman 400
Blake Kenneth Taylor 5,500
Angel S. Luca 1,000
Patricia McKone 16,000
Spencer McOscar 40,000
Henry Merce, Jr 5,000
Louis Meyers 5,000
Mark Montifiore 10,000
James Nunn 11,000
John Parnes 6,000
Carol Pfeifer 70,000
Robert Pfeifer 50,000
Micael Pizza 5,000
Kerm Rudolph 40,000
Beverlee Robinson 5,000
Thomas Rudolph 5,000
Stephen Rudolph 4,000
John Sampson 8,500
Kenneth Schatz 37,500
</TABLE>
<PAGE> 20
20
<TABLE>
<CAPTION>
NAMES OF PURCHASERS NUMBER OF SHARES PURCHASED
<S> <C>
Lawrence Sebuck 5,000
Inder Jitt Singh 500
Jeffrey Skillman 10,000
Skillman Renunion 10,000
Dean Skillman 5,000
Gary Sleimers 3,000
Janice Sleimers 17,000
Jeffrey Sleimers 3,500
Gary Sleimers 40,000
Robert Slykhuis 5,000
Sandra Smith Trust 3,000
Taylor Press Products Co. 1,000
Thomas Taylor 28,500
Edward Taylor 12,500
John Unger 5,000
Blaine Wagner 2,500
David Wagner 2,000
John Walker 12,500
Lancer Weinrich, Sr 1,000
Robert Wiley 90,000
Irvin Wisniewski 500
Holdon-Russell Wood 1,600
</TABLE>
ITEM 5. INDEMNIFICATION OF DIRECTORS, OFFICERS.
As the Board of Directors may from time to time provide in the By-Laws or by
resolution, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the State of Nevada.
<PAGE> 21
21
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
DIABETEX INTERNATIONAL CORP.
(Registrant)
Date: October 1, 1999 By: /s/ Philip R. Blomquist
--------------- -----------------------
Philip R. Blomquist
<PAGE> 22
Diabetex International Corporation and Subsidiary
(Formerly Sheridan Industries, Inc.)
Consolidated Financial Statements
June 30, 1999, December 31, 1998 and 1997
<PAGE> 23
[LETTERHEAD OF CROUCH, BIERWOLF & CHISHOLM]
INDEPENDENT AUDITOR'S REPORT
Stockholders and Directors
Diabetex International Corporation and subsidiary
Sacramento, CA
We have audited the consolidated accompanying balance sheets of Diabetex
International Corporation (a Nevada Corporation) (a development stage
enterprise) and subsidiary as of June 30, 1999, December 31, 1998 and 1997, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the periods then ended. These consolidated financial statements
are the responsibility of the company's management. Our responsibility is to
express and opinion on these consolidated financial statements based on our
audit. The financial statements of Diabetex International Corporation for the
period September 14, 1983 to December 31, 1996 were audited by other accountants
whose report dated January 15, 1997 expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Diabetex
International Corporation at June 30, 1999, December 31, 1998 and 1997, and the
results of its operations and cash flows for the years then ended in conformity
with generally accepted accounting principles.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, UT
September 28, 1999
<PAGE> 24
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
<TABLE>
<CAPTION>
December 31,
June 30, --------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash (Note 1) $ 71,815 $ -- $ --
Prepaid expenses (Note 7) 144,928 -- --
----------- ----------- -----------
Total Current Assets 216,743 -- --
Property, Plant & Equipment (Note 4) 2,708 -- --
Intangible Assets (Note 3) 9,419,136 -- --
----------- ----------- -----------
9,638,587 $ -- $ --
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 38,627 $ 4,050 $ 3,400
Accounts payable-related party (Note 6) 200,000 -- --
----------- ----------- -----------
Total Current Liabilities 238,627 4,050 3,400
CONTINGENCIES AND
COMMITMENTS (Note 8) -- -- --
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $.002 par value;
50,000,000 shares authorized,
12,909,979 and 42,508 shares
issued and outstanding (Note 2) 25,820 85 85
Additional paid-in capital 9,856,272 153,499 153,499
Deficit accumulated during the
development stage (482,132) (157,634) (156,984)
----------- ----------- -----------
Total Stockholders' Equity 9,399,960 (4,050) (3,400)
----------- ----------- -----------
$ 9,638,587 $ -- $ --
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 25
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Operations
<TABLE>
<CAPTION>
From
For the Inception on
Six Months September 14,
Ended For the Year Ended 1983 to
June 30, December 31, June 30,
1999 1998 1997 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $ -- $ -- $ -- $ --
EXPENSES
General and
Administrative 324,498 650 23,531 480,832
------------ ------------ ------------ ------------
Total Expenses 324,498 650 23,531 480,832
------------ ------------ ------------ ------------
NET LOSS BEFORE
INCOME TAXES (324,498) (650) (23,531) (480,832)
PROVISION FOR
TAXES (Note 1) -- -- (500) (1,300)
------------ ------------ ------------ ------------
NET LOSS $ (324,498) $ (650) $ (23,031) $ (482,132)
============ ============ ============ ============
LOSS PER SHARE (Note 1) $ (.03) $ (.02) $ (.54)
============ ============ ============
AVERAGE SHARES
OUTSTANDING 11,598,339 42,511 42,511
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 26
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Accumulated
Capital in Deficit During
Common Common Excess of Retained
Shares Stock Par Value Deficit
------ --------- --------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1989 862 $ 2 $ 94,173 $ (96,973)
Loss for the Year -- -- -- (130)
------ --------- --------- ---------
Balance, December 31, 1990 862 2 94,173 (97,103)
Issues 225 shares to an
officer in cancellation of debt 225 1 3,772 --
Loss for the Year -- -- -- (3,333)
------ --------- --------- ---------
Balance, December 31, 1991 1,087 3 97,945 (100,436)
Expenses paid on the Company's
behalf contributed to capital -- -- 2,666 --
March 5, 1992, issued 1,250
shares for services rendered 1,250 2 9,998 --
Loss for the Year -- -- -- (10,278)
------ --------- --------- ---------
Balance, December 31, 1992 2,337 5 110,609 (110,714)
Loss for the Year -- -- -- (136)
------ --------- --------- ---------
Balance, December 31, 1993 2,337 5 110,609 (110,850)
October 17, 1994, issued
25,000 shares for expenses paid
on the Company's behalf 25,000 50 20,950 --
Expenses paid on the Company's
behalf contributed to capital -- -- 612 --
Loss for the Year -- -- -- (22,903)
------ --------- --------- ---------
Balance, December 31, 1994 27,337 55 132,171 (133,753)
Expenses paid on the Company's
behalf contributed to capital -- -- 1,227 --
Loss for the Year -- -- -- (100)
------ --------- --------- ---------
Balance, December 31, 1995 27,337 55 133,398 (133,853)
Loss for the Year -- -- -- (100)
------ --------- --------- ---------
Balance, December 31, 1996 27,337 55 133,398 (133,953)
</TABLE>
(continued)
<PAGE> 27
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
(continued)
<TABLE>
<CAPTION>
Accumulated
Capital in Deficit During
Common Common Excess of Retained
Shares Stock Par Value Deficit
------ --------- --------- ---------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 27,337 $ 55 $ 133,398 $(133,953)
Shares issued for asset of Aladdin
Transportation, Landmark, Inc.
and Over 100, Inc. (Note 2) 82,500 165 (165) --
Shares issued for incentives for loans
to Aladdin Transportation, Landmark,
Inc. and Over 100, Inc. (Note 2) 25,163 50 20,081 --
Shares canceled by various
shareholders (10,000) (20) 20 --
Shares canceled for acquisition
of Aladdin Transportation, Landmark,
Inc. and Over 100, Inc. (Note 2) (82,500) (165) 165 --
Shares issued for Presidential and
Regal Limousine Service (Note 2) 4,000 8 (8) --
Shares canceled for Presidential
and Regal Limousine Service
(Note 2) (4,000) (8) 8 --
Net Loss for the Year -- -- -- (23,031)
------ --------- --------- ---------
Balance, December 31, 1997 42,500 85 153,499 (156,984)
Rounding due to reverse
stock split (Note 2) 11 -- -- --
Net Loss for the Year -- -- -- (650)
------ --------- --------- ---------
Balance, December 31, 1998 42,511 85 153,499 (157,634)
</TABLE>
(continued)
<PAGE> 28
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
(continued)
<TABLE>
<CAPTION>
Accumulated
Capital in Deficit During
Common Common Excess of Retained
Shares Stock Par Value Deficit
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, December 31, 1998 42,511 $ 85 $ 153,499 $ (157,634)
Shares issued for cash at $.03 per
share (average) 9,285,207 18,570 262,322 --
Shares issued for services at $.12
per share (average)(Note 2) 2,050,000 4,100 245,900 --
Shares issued for intangible assets at
$6 per share (Note 2 & 3) 1,532,261 3,065 9,190,501 --
Expenses paid by shareholder in
Company behalf -- -- 4,050 --
Net Loss for the Period -- -- -- (324,498)
---------- ---------- ---------- ----------
Balance, June 30, 1999 12,909,979 $ 25,820 $9,856,272 $ (482,132)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 29
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
From
For the Inception on
Six Months September 14,
Ended For the Year Ended 1983 to
June 30, December 31, December 31,
1999 1998 1997 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(324,498) $ (650) $ (23,031) $(482,132)
Adjustments to net cash used
by operating activities:
Depreciation 300 -- -- 300
Stock issued for services 250,000 -- -- 281,000
Expenses paid by a shareholder
on the Company's behalf 4,050 -- -- 8,555
Increase (Decrease)
in accrued expenses 234,577 650 2,900 238,627
Increase (Decrease) in prepaids (144,928) -- -- (144,928)
Expenses paid by stock -- -- 20,131 20,131
--------- --------- --------- ---------
Net Cash Used by
Operating Activities (19,501) -- -- (78,447)
--------- --------- --------- ---------
CASH FLOWS FROM
INVESTING ACTIVITIES
Cash paid for acquisition of
intangibles (225,570) -- -- (225,570)
Cash paid for fixed assets (3,008) -- -- (3,008)
--------- --------- --------- ---------
Net Cash Provided by
Investing Activities (228,578) -- -- (228,578)
--------- --------- --------- ---------
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 280,892 -- -- 394,665
Stock offering costs -- -- -- (15,825)
--------- --------- --------- ---------
Net Cash Provided by
Financing Activities 280,892 -- -- 378,840
--------- --------- --------- ---------
NET INCREASE (DECREASE)
IN CASH 71,815 -- -- 71,815
CASH, BEGINNING OF PERIOD -- -- -- --
--------- --------- --------- ---------
CASH, END OF PERIOD $ 71,815 $ -- $ -- $ 71,815
========= ========= ========= =========
</TABLE>
(continued)
<PAGE> 30
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
CASH PAID FOR:
Interest $ -- $ -- $ -- $ --
Income taxes $ -- $ -- $ -- $ --
Non Cash Transactions
Stock Issuance for
Services $ 250,000 $ -- $ -- $ 281,000
Acquisition of Intangibles $9,193,566 $ -- $ -- $9,193,566
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE> 31
Diabetex International Corporation and Subsidiary
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1999, December 31, 1998 and 1997
NOTE 1 - ORGANIZATION AND HISTORY
A. Organization
The financial statements presented are those of Diabetex International
Corporation (formerly Sheridan Industries, Inc.) (a development stage
company). The Company was incorporated under the laws of the State of Utah
on September 14, 1983. The Company changed its name to Associated
Healthcare, Inc. during 1991 but later rescinded the name change and
reverted back to Sheridan Industries, Inc. The Company has never had any
operations up to December 31, 1998 and in accordance with SFAS #7, is
considered a development stage company. The Company is now involved in the
treatment and diagnosis of diabetes.
In 1998, the Company created, and later merged with, a Nevada subsidiary
and changed its name to Diabetex International Corporation.
In June 1999, the Company purchased all of the shares of Advanced
Metabolic Technologies, a Nevada corporation (AMT) (See Note 3 for
discussion of AMT and its activity). The Company was formed on May 19,
1999 as a wholly subsidiary of Advanced Metabolic Systems (AMS) which
transferred an exclusive license to patented proprietary technology for
the treatment of diabetes known as Metabolic Activation.
b. Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting. The Company has elected a December 31 year end.
c. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Provision for Taxes
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended December 31, 1998 and was
applied retroactively.
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" requires an asset and liability approach for financial accounting
and reporting for income tax purposes. This statement recognizes (a) the
amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
<PAGE> 32
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999, December 31, 1998 and 1997
NOTE 1 - ORGANIZATION AND HISTORY (continued)
d. Provision for Taxes (continued)
Deferred income taxes result from temporary differences in the recognition
of accounting transactions for tax and financial reporting purposes. There
were no temporary differences at December 31, 1998 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all
years.
The Company has cumulative net operating loss carryforwards of over
$150,000 at December 31, 1998. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of
future tax benefit from such net operating loss carryforwards is highly
improbable. Accordingly, the potential tax benefits of the net operating
loss carryforwards, estimated based upon current tax rates at December 31,
1998 have been offset by valuation reserves of the same amount. The net
operating losses begin to expire in the year 2003.
e. Cash or Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
f. Consolidated Financial Statements
The consolidated financial statements include the accounts of Diabetex
International Corporation and its subsidiary, Advanced Metabolic
Technology. Collectively, these entities are referred to as the Company.
All significant intercompany transactions and accounts have been
eliminated.
NOTE 2 - NON CASH TRANSACTIONS
During 1999, the Company issued stock for services and the purchase of a
subsidiary and other intellectual properties related to the medical field,
specifically technology that advances the treatment and diagnosis of
diabetes.
The transactions were recorded at estimated fair market value of the
stock, specifically the price of stock being offered at private placement
prices to the general public, or some other negotiated arms length
transaction as best determined at the time by the board of directors. The
following transactions occurred in the first six months of 1999:
<PAGE> 33
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999, December 31, 1998 and 1997
NOTE 2 - NON CASH TRANSACTIONS (continued)
-2,000,000 shares were issued for services rendered for assistance
in obtaining the Company's license to 44 patents covering technology
related to non invasive blood glucose monitoring. Share shares were valued
at $.05 per share or total value of $100,000.
-50,000 shares were issued for services rendered related to the
acquisition of Advanced Metabolic Technologies. The shares were valued at
$3 per share or $150,000.
-1,532,261 shares were issued for acquisition of all of the stock of
Advanced Metabolic Technologies (see note 3) and a license for the
intellectual properties related to an insulin pump developed by Hamilton
May, Inc. The purchase price was negotiated at $6 per share or a total
value of $9,193,566. The fair market value of the stock was $10 (private
placement purchase price) or $20 to $22 quoted price on the bulletin
board. The Company had an appraisal completed on Advanced Metabolic
Technologies intellectual properties which substantiated a value greater
than the purchase price. The estimated value of the Hamilton May insulin
pump has not been appraised, but the Company has adopted a policy of
reviewing the value of the Hamilton May pump and all other intellectual
properties that it has or will acquire and write down the value to
estimate future value to the Company in the period once the value is know
to have decreased.
NOTE 3 - ACQUISITION OF INTANGIBLE ASSETS
Advanced Metabolic Technologies (AMT)
AMT owns an exclusive license to market, and otherwise exploit, that
certain therapy known as hepatic activation or metabolic activation (the
therapy). A patent has been granted covering the therapy and the patent is
a subject of the license. The license includes any and all improvements to
the therapy, the subject patent or any related subsequent patents. The
therapy has been developed at the Aoki Diabetes Research Institute (ADRI)
under the direction of Dr. Thomas Aoki. ADRI is associated with and
maintains it's offices and clinic on the campus of University of
California, Davis, in Sacramento California. The therapy has been in
development and testing for a period of more than ten years and has met
all FDA requirements for use on human patients. The cost of developing and
proving the therapy exceeded $12,000,000 (twelve million dollars). The
therapy is to be used on patients that suffer from diabetes. Patients that
have undergone regular treatments have reported improvements in diabetes
related health complications such as restoration of kidney function or
cessation of kidney degeneration, restoration of eyesight or cessation of
eyesight degeneration, improved heart metabolism, cessation of diabetic
hyper/hypo glycemic blackouts, and improved sense of general health and
well being and other benefits. Presently, ADRI and five private clinics
administer the therapy to patients of a fee basis. The Company carries
this asset on it's books at a cost of $7,631,636 paid in stock and cash.
<PAGE> 34
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999, December 31, 1998 and 1997
NOTE 3 - ACQUISITION OF INTANGIBLE ASSETS (continued)
Hamilton May
Hamilton May Corporation has sold the Company a license to market, and
otherwise exploit, that certain mechanical device known as the Hamilton
May Pump (the pump). The license includes any and all improvements to the
pump and rights to patent protection if a patent, covering the pump, is
ever granted. The pump has been developed under the direction of Dr. Nardo
Zaias of Miami, Florida. The pump has been shown to have the ability to
deliver pulses of insulin and insulin related products to patients with
tremendous precision and without shear. There are no regulatory
prohibitions against using the pump on human patients. The pump has the
feature of being a two-way system in that it has the capacity to both
deliver and draw when attached to a patient.
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
Property and equipment are recorded at cost. Repairs and maintenance are
charged to operations, and renewals and additions are capitalized.
Property and equipment consists of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998 1997
------- ------ -----
<S> <C> <C> <C>
Computer Equipment $ 3,008 $ -- $ --
Equipment -- -- --
------- ------ -----
$
Less: Accumulated Depreciation (300) -- --
------- ------ -----
$ 2,708 $ -- $ --
======= ====== =====
</TABLE>
Depreciation is based on the estimated useful life of the asset either on
a straight line basis over 5 years.
Depreciation expense for 1998 and 1997 was $0. Depreciation expense for
1999 was $300.
NOTE 5 - USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting
period. In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates. Actual results could
differ from those estimates.
<PAGE> 35
Diabetex International Corporation
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999, December 31, 1998 and 1997
NOTE 6 - ACCOUNTS PAYABLE-RELATED PARTY
At the time of the purchase of American Metobolic Technology (Note 3), the
Company agreed to pay $150,000 in closing and other costs over a period of
time and another $50,000 for research performed by another research
development firm for AMT before the purchase. These payments were part of
the negotiated purchase price of AMT and was included in the basis of the
cost of AMT.
NOTE 7 - PREPAID EXPENSES
Prepaid expenses consists of the following:
<TABLE>
<S> <C>
Advances to affiliate for advance
royalties (Note 8) $119,928
Prepaid consulting fees (Note 8) 25,000
--------
$144,928
========
</TABLE>
NOTE 8 - COMMITMENTS AND CONTINGENCIES
As part of the purchase of AMT, the Company agreed to pay $200,000 in
closing costs and other expenses related to the purchase of AMT. The
Company also agreed to pay $75,000 for consultation for the next year. The
Company paid $25,000 in advance for those services.
The Company also agreed to pay two consultants to AMT for a period of one
year at $5,000 each per month.
In 1999, The Company entered into a licensing agreement with Solid State
Farms, Inc. for their 44 international patents covering proprietary
technology to monitor blood glucose levels non invasively. The agreement
calls for a payment of a 7% of the adjusted gross sales price on all
licensed products. The Company has made advance royalty payments of
$119,928 on this royalty up to June 30, 1999.
NOTE 9 - STOCK OPTIONS
The Company has two options outstanding at June 30, 1999.
- 6,000 shares at $6 per share to an individual.
- 50,000 shares at $10 per share to a corporation. 21,000 shares have
already been exercised.
NOTE 10 - REVERSE STOCK SPLIT
In 1998, the Company shareholders approved a 1 for 400 reverse stock split
of its common shares. The financial statements have been restated
retroactively to show the effects of the split.
<PAGE> 36
EXHIBIT INDEX
2.1(a) Agreement and Plan of Reorganization among Diabetex International Corp.
and Advanced Metabolic Systems dated June 30, 1999
(b) Asset Sale Agreement Dated May 26, 1999
3.1(a) Articles of Incorporation of Sheridan Industries, Inc. (issuer -- UT)
(aa) Article of Incorporation of Sheridan Ind. (NV)
3.1(b) Articles of Incorporation of Advanced Metabolic Tech. (subsidiary)
(c) Articles of Incorporation of Hamilton May Corporation (Licensor)
3.2(a) Bylaws of Sheridan Ind.
3.2(b) Bylaws of Hamilton May Corporation (Licensor)
10(a) Consulting Agreement for Thomas Aoki dated June 30, 1999
10(b) Consulting Agreement for Gregory Gilbert dated June 30, 1999
(c) License Agreement between Hamilton May Corp., Gregory Gilbert and
Diabetex International Corp. dated June 30, 1999
99.1 Aoki Patent
<PAGE> 1
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") dated the 30th day of
June, 1999, between Diabetex International Corp. a Nevada corporation
(hereinafter Buyer or "Diabetex"), and Advanced Metabolic Systems Inc., the
single stockholder (hereinafter "Stockholder") of Advanced Metabolic
Technologies, Inc. a Nevada corporation (hereinafter "AMTech").
Whereas the Stockholder was, or will be, issued an aggregate of eight hundred
and fifty thousand (850,000) shares of voting common stock, $.001 par value, of
AMTech, constituting all of the issued and outstanding capital stock of AMTech
(the "Shares") in return for the transfer to AMTech of the assets, except for
cash and accounts receivable, including the intellectual properties of
Stockholder, Advanced Metabolic Systems, Inc. a Delaware Corporation, and;
Whereas it was and is the intention of AMTech to acquire the assets,
intellectual property rights and technologies of Advanced Metabolic Systems,
Inc., except for cash and accounts receivable, in exchange for 850,000 Shares of
AMTech, thereby causing AMTech to become a wholly owned subsidiary of the
Stockholder, and;
Whereas the Buyer (Diabetex) desires to acquire from Stockholder all of the
Shares of AMTech in exchange for Nine and One-Half percent (9.5%) of all shares
of the Buyer's common stock after closing, with a $.002 par value per share,
and;
Whereas this Agreement is being entered into for the purpose of implementing the
foregoing desires, and sets forth the terms and conditions pursuant to which the
Stockholder is selling to the Buyer, and the Buyer is purchasing from the
Stockholder solely in exchange for voting common shares of the Buyer, all of the
issued and outstanding Shares of AMTech, now therefore;
Acquisition Agreement and Plan of Reorganization. Page 1
<PAGE> 2
In consideration of the mutual agreement contained herein, the parties agree as
follows:
1. EXCHANGE OF SHARES WITH PREREQUISITE EVENTS.
1.1. Shares Being Exchanged. Subject to the terms and conditions of this
Agreement, at the Closing provided for in Paragraph 2.01 hereof (the
"Closing"), the Stockholder will sell, assign and deliver to the
Buyer (Diabetex) all equity ownership rights and outstanding shares
of AMTech, as set forth herein.
1.2. Consideration. Subject to the terms and conditions of this
Agreement, the Buyer will deliver to the Stockholder at the Closing
in full payment for the aforesaid sale, assignment and delivery of
the Shares, an aggregate of nine and one half percent (9.5%) of all
outstanding shares of the Buyer, Diabetex, International, Corp., par
value $.002 per share, as determined immediately after the Closing
of this agreement and including the shares issued in the Closing.
1.3. Holdings of AMTech. As of the date and time of the exchange of
shares by Stockholder and Buyer, AMTech will have acquired all of
the rights, titles and interests in and to the assets of Advanced
Metabolic Systems, including the intellectual property rights
thereof, except for the cash and accounts receivable thereof and
minor personal property in the offices of AMSys, and shall have a
written estopple certificate of non-revocation of license by Thomas
T. Aoki, M.D. and the Aoki Diabetes Research Institute for all
licensed technologies therefrom.
2. CLOSING
2.1. Time and Place. The Closing of the transactions contemplated by this
Agreement will be as soon as is possible, and on or before June 30,
1999, the end of the fiscal year for Stockholder, and shall take
place at the offices of the Buyer and Stockholder simultaneously,
and by facsimile documents.
Acquisition Agreement and Plan of Reorganization. Page 2
<PAGE> 3
2.2. Deliveries by the Stockholder and AMTech. At the Closing, the
Stockholder and AMTech will deliver to the Buyer, Diabetex
International Corp., (unless previously delivered) the following:
2.2.1. Certificates representing all equity interests and Shares,
duly endorsed or accompanied by stock owners duly executed in
blank and otherwise in form acceptable for transfer on the
books of AMTech.
2.2.2. The stock books, stock ledgers, minute books and corporate
seal of AMTech (all other books and records of AMTech
being located in AMTech's corporate premises).
2.2.3. Certificates from appropriate authorities as to the good
standing of AMTech and a receipt for payment of all currently
due taxes of AMTech.
2.2.4. Any reasonably necessary and requested investment letters and
other such necessary documents referred to in Paragraph 8.01
hereof. Subsequent to the Closing, should the Stockholder
further distribute any Shares of Buyer received hereunder,
the Buyer will not reissue said Shares under new name or
title without first receiving written acknowledgment of, and
pledge of compliance with the terms of this Agreement by the
new stockholder or stockholders in a form reasonably
acceptable to Buyer.
2.2.5. All other previously undelivered items required to be
delivered by the Buyer to the Stockholder at or prior to
Closing.
2.3. Deliveries by the Buyer. At the Closing, the Buyer is delivering
(unless previously delivered) the following:
2.3.1. A certificate for nine and one half percent (9.5%) of the
outstanding shares of the Buyer as of and immediately after
the Closing, in accordance with the terms hereof, which
shares shall be adjusted, if at all, by an accounting which
shall take place within thirty (30) days of the Closing.
2.3.2. All other previously undelivered items required to be
delivered by the Buyer to the Stockholder at or prior to
Closing.
Acquisition Agreement and Plan of Reorganization. Page 3
<PAGE> 4
3. RELATED TRANSACTIONS
There are no related transactions.
4. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants jointly and severally
(except that in the case of Paragraphs 4.1, 4.2 and 4.3 hereof contained therein
are made jointly and severally by the Stockholder and AMTech) to the Buyer as
follows:
4.1. Title to the Shares. The Stockholder holds, and is transferring to
the Buyer at the Closing, good, valid, and marketable title to eight
hundred and fifty thousand (850,000) Shares of AMTech, free and
clear of all liens, claims, options, charges and encumbrances
whatsoever.
4.2. Valid and Binding Agreements. As to the Stockholder, this Agreement
constitutes the valid and binding agreement of the Stockholder,
enforceable in accordance with its terms.
4.3. Organization of AMTech.
(a). AMTech is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada and has the
corporate power and authority to carry on business as presently
conducted and necessary to enter into the terms of this agreement.
(b). The copies of the Articles of Incorporation, and all amendments
thereto, of AMTech, the official Minute of the Board of Directors,
and the Bylaws of AMTech, delivered to Buyer, as of the date of
closing, are complete and correct copies of the Articles of
Incorporation and Bylaws of AMTech as amended and in effect on the
date of closing, and no minutes have been included in such minute
books since such examination by the Buyer that have not also been
furnished to the Buyer.
(c). AMTech is not licensed or qualified to do business as a foreign
corporation in any jurisdiction and is not required to be so
licensed or qualified or, if required, the failure to be so licensed
or qualified will not have a material adverse effect on or result in
any material liability to AMTech.
Acquisition Agreement and Plan of Reorganization. Page 4
<PAGE> 5
4.4. Capitalization of AMTech.
(a). The authorized capital stock of AMTech consists solely of one
million (1,000,000) shares of common stock, $.0l par value, of which
eight hundred and fifty thousand (850,000) shares are outstanding
and no shares are held as treasury shares. All issued shares of
AMTech are duly authorized, validly issued and outstanding, fully
paid, and non-assessable.
(b). Except for the 1,000,000 Common Shares, there are no shares of
capital stock or other securities of AMTech outstanding; and there
are no options, warrants or rights to purchase or acquire any
securities of AMTech as of the date of closing.
4.5. Subsidiaries and Affiliates. AMTech does not own any capital stock
or other securities of any corporation and has no direct or indirect
interest in any other entity or business other than the business
presently directly conducted by it.
4.6. No Violation of Agreements. Neither the execution nor delivery of
this Agreement, nor the consummation of the transactions
contemplated hereby violates or will violate, or conflicts with or
will conflict with, or constitutes a default under or will
constitute a default under any documents relating to AMTech.
4.7. Financial Statements. The Stockholder will deliver to the Buyer a
balance sheet ("Balance Sheet") of AMTech, showing that as and from
its inception to the date of closing, there exists no transactions
not related to the making of this agreement.
4.8. No Undisclosed Liabilities. Except as set forth on the Balance
Sheets, neither AMTech nor the Stockholder knows of any basis for
the assertion of liabilities against AMTech.
4.9. Tax Returns. AMTech has no tax returns due, or has duly filed all
tax reports and returns required to be filed by it and has duly paid
all taxes and other charges due or claimed to be due from it by
federal, state or local taxing authorities.
4.10. Title to Properties. Except as otherwise reflected on the Balance
Sheet, AMTech has good, valid and marketable title to all its
properties and assets, real, personal, and mixed, tangible and
intangible, including, without limitation, the properties and assets
reflected in the Balance Sheet.
4.11. Fixed Assets. Schedule 1 attached hereto lists, if any, the fixed
assets of AMTech. Furthermore, AMTech warrants all such property to
be in good
Acquisition Agreement and Plan of Reorganization. Page 5
<PAGE> 6
condition or sound working order with no known defects. Furthermore,
neither AMTech nor the Stockholder has received any notification
that there is any violation of any building, zoning, or other law,
ordinance or regulation in respect of such property and to the best
of their knowledge, no such violation exists.
4.12. Leases. Schedule 2 attached hereto lists, if any, all personal
property leases to which AMTech is a party. AMTech asserts that it
has no real property leases, and that each said lease is valid,
binding and enforceable in accordance with its terms, and is in full
force and effect.
4.13. Patents, Trademarks, Trade Names, etc. Schedule 3 attached hereto
lists all patents, trademarks, trade names, etc. owned by, under
license to or used by AMTech and formerly used by Stockholder.
4.14. Litigation. AMTech knows of no actions, proceedings, or
investigations pending or, to the best knowledge and belief of
AMTech and the Stockholder, threatened by or against AMTech.
4.15. Insurance. Any and all policies of fire, liability, workmen's
compensation and product liability necessary for the prior
operations of AMTech are in effect with respect to AMTech and its
operations as of the date of closing. Schedule 4 attached hereto
lists all insurance policies currently in effect.
4.16. Bank Accounts. The AMTech bank account(s) are listed in Schedule 5
attached hereto including bank, bank branch, account number(s) and
current balance(s). It is understood that the cash on hand and
accounts receivable to Stockholder shall not be part of the transfer
of assets to AMTech.
4.17. Contracts and Commitments. Except as specifically identified in the
Balance Sheet, and the Schedules attached or referred to herein, and
the assets purchase agreement with Stockholder, AMTech has no
contracts, commitments, arrangements or understandings that are
material to its business, operations, financial condition or
prospects. The terms of the Assets Purchase Agreement are
incorporated into this agreement.
4.18. Customers and Suppliers. At the Closing, the Stockholder is
delivering to the Buyer a list of the names and addresses of any
customers and suppliers of AMTech.
4.19. Compliance with Applicable Law. AMTech has duly complied, in respect
of its operations, real property, equipment, all other property,
practices, and all other aspects of its business, with all
applicable laws
Acquisition Agreement and Plan of Reorganization. Page 6
<PAGE> 7
(whether statutory or otherwise), rules, regulations, ordinances,
judgments, and decrees of all governmental authorities (federal,
state, local or other laws), including, but not limited to, the
Federal Occupational Safety and Health Act and all Laws relating to
environmental protection and conservation. Neither AMTech nor the
Stockholder has received any notification of any asserted present or
past failure to comply.
4.20. Disclosure. All facts material to all assets and financial condition
of AMTech are reflected in the Balance Sheet, or have been disclosed
herein, or have been disclosed to the Buyer in writing. No
representation or warranty by the Stockholder contained in this
Agreement and no statement contained in any certificate, schedule,
list or other writing furnished to the Buyer pursuant to the
provisions hereof, contains any untrue statement of a material fact
or omits to state a material fact necessary in order to make the
statements therein not misleading.
5. REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer hereby represents and
warrants to the Stockholder as follows:
5.1. Title to the Shares. The Buyer will issue and transfer to the
Stockholder at the Closing, good, valid, and marketable title to
nine and one-half percent (9.5%) of the outstanding Shares of Common
Stock following closing as specified in Paragraph 1.2 hereof, free
and clear of all liens, claims, options, charges and encumbrances
whatsoever.
5.2. Valid and Binding Agreements. As to the Buyer, this Agreement
constitutes a valid and binding agreement of the Buyer, enforceable
in accordance with its terms.
5.3. Organization of Buyer.
5.4. (a). The Buyer is a corporation duly organized, validly existing and
in good standing under the laws of its State incorporation and has
the corporate power and authority to carry on business as presently
conducted.
(b). The copies of the Articles of Incorporation, and all amendments
thereto, as certified by the Secretary of State and of the Bylaws,
as amended to date, of the Buyer, as certified by its Secretary,
which have heretofore been delivered to the Stockholder, are
complete and correct copies of the Articles of Incorporation and
Bylaws of the Buyer as amended and in effect on the date of closing.
All material Minutes of the Buyer are contained in minute books of
the Buyer, heretofore furnished to the Stockholder for examination,
Acquisition Agreement and Plan of Reorganization. Page 7
<PAGE> 8
and no minutes have been included in such minute books since such
examination by the Stockholder that have not also been furnished to
the Stockholder.
(c). The Buyer is not licensed or qualified to do business as a
foreign corporation in any jurisdiction and is not required to be so
licensed or qualified or, if required, the failure to be so licensed
or qualified will not have a material adverse effect on or result in
any material liability to the Buyer.
5.5. Capitalization of the Buyer.
(a). The authorized capital stock of the Buyer consists solely of
approximately twelve million (12,000,000) shares of common stock,
$.02 par value, issued and outstanding. All issued shares of the
Buyer are duly authorized, validly issued and outstanding, fully
paid, and non-assessable.
(b). Except for the shares to be issued to the Stockholder, there
are no shares of capital stock or other securities of Buyer
outstanding; there are no options, warrants or rights to purchase or
acquire any securities of Buyer.
5.6. Subsidiaries and Affiliates. Except as disclosed in writing to
Stockholder, Buyer does not own any capital stock or other
securities of any corporation and has no direct or indirect
interest, in any business other than the business presently directly
conducted by it.
5.7. No Violation of Agreements. Neither the execution nor delivery of
the Agreement, nor the consummation of the transactions contemplated
hereby violates or will violate, or conflicts with or will conflict
with, or constitutes a default under or will constitute a default
under any documents relating to Buyer.
5.8. Financial Statements. The Buyer will deliver to the Stockholder its
last issued balance sheet.
5.9. No Undisclosed Liabilities. Except as set forth on the Balance
Sheet, Buyer knows of any basis for the assertion of liabilities or
against Buyer not reflected on the Balance Sheets.
5.10. Absence of Certain Changes. Since the date of the most recent
Balance Sheet, there have been no material adverse changes in the
financial condition of Buyer as of the date of closing.
5.11. Tax Returns. The Buyer has no tax returns due, or has duly filed all
tax reports and returns required to be filed by it and has duly paid
all taxes and
Acquisition Agreement and Plan of Reorganization. Page 8
<PAGE> 9
other charges due or claimed to be due from it by federal, state or
local taxing authorities.
5.12. Title to Properties. Except as otherwise reflected on the
Balance Sheet, Buyer has good, valid and marketable title to
all its properties and assets, real, personal, and mixed,
tangible and intangible, including, without limitation, the
properties and assets reflected in the Balance Sheet.
5.13. Litigation. Buyer knows of no actions, proceedings, or
investigations pending or, to the best knowledge and belief of
Buyer, threatened by or against Buyer.
5.14. Contracts and Commitments. Except as specifically identified
in the Balance Sheet, Buyer has no contracts, commitments,
arrangements or understandings that are material to its
business, operations, financial condition or prospects.
5.15. Compliance with Applicable Law. Buyer has duly complied, in
respect of its operations, real property, machinery and
equipment, all other property, practices, and all other
aspects of its business, with all applicable laws (whether
statutory or otherwise), rules, regulations, ordinances,
judgments, and decrees of all governmental authorities
(federal, state, local or other laws), including, but not
limited to, the Federal Occupational Safety and Health Act and
all Laws relating to environmental protection and
conservation. Buyer has not received any notification of any
asserted present or past failure to comply with any such law.
5.16. Disclosure. All facts material to all assets, business,
operations, and financial condition of Buyer are reflected in
the Balance Sheet, or have been disclosed herein, or have been
disclosed to the Stockholder by Buyer in writing. No
representation or warranty by the Buyer contained in this
Agreement and no statement contained in any certificate,
schedule, list or other writing furnished to the Buyer
pursuant to the provisions hereof, contains any untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements therein not
misleading.
5.17. No Preemptive Rights. The stockholders of the Buyer are not by
virtue of their ownership of the Buyer's common shares
entitled to any preemptive rights or subscription privileges
with respect to the Buyer's Shares to be issued hereunder.
5.18. Delivery of Reports. The Buyer, being a "non-reporting"
company, is not required to publish an Annual Report and, as a
result, has no such report
Acquisition Agreement and Plan of Reorganization. Page 9
<PAGE> 10
to deliver to the Stockholder. Buyer will become a reporting company
as and for the purpose of retaining its trading status on the OTC
Bulletin Board.
5.19. Compliance with Rule 144. Upon receipt from time to time of written
notice from the Stockholder that the Stockholder presently intends
to make routine sales of the Buyer's Shares under Rule 144
promulgated under the Securities Act of 1933, as amended (the
"Act"), the Buyer will use its best efforts to make available the
information necessary under Rule 144(c) to enable such sales to be
made. Such obligation will continue until the earlier of the
completion of all sales then intended to be made by the Stockholder
or the end of the three-month period commencing on the date of such
notice, provided that a further notice indicating a continued
present intention to make routine sales of the Buyer's Shares under
Rule 144 shall be deemed a new notice for purposes of this
Paragraph.
6. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION; SET-OFF
6.1. Survival of Representations. All representations, warranties, and
agreements made by any party in this Agreement or pursuant hereto
shall survive the Closing hereunder.
6.2. Statements as Representations. All statements contained in any
certificate, schedule, list, document, or other writing delivered
pursuant hereto or in connection with the transactions contemplated
hereby, shall be deemed representations and warranties within the
meaning of Paragraph 6.1 hereof
7. PROVISIONS REGARDING BUYER'S SHARES
7.1. Representations by the Stockholder. The Stockholder represents and
warrants to the Buyer that it is his present intention to acquire
the Buyer's Shares for investment and not with a view to the
distribution or resale thereof, except in accordance with law or a
winding up and dissolution of Stockholder, and the parties receiving
such shares of Buyer shall confirm such intentions to the Buyer by
letter simultaneously with the execution hereof, said letter
attached hereto as Exhibit 6.
7.2. Agreements by the Stockholder. The Stockholder agrees that he will
not offer, sell, transfer, assign, mortgage, pledge or otherwise
dispose of or encumber any of the Buyer's Shares delivered to him
pursuant to this
Acquisition Agreement and Plan of Reorganization. Page 10
<PAGE> 11
Agreement unless (i) in the opinion of counsel to the Buyer or in
the opinion of the Division of Corporate Finance (the "Division") of
the Securities and Exchange Commission (the "Commission") expressed
in a "no-action" letter (which letter and the request therefor shall
be in form and substance satisfactory to counsel for the Buyer),
registration of such shares under the Act, and the rules and
regulations of the Commission thereunder, as then in effect, is not
required in connection with such transaction; (ii) sale of the
Buyer's Shares is permissible under Rule 144 of the Commission under
the Act, in which event the Stockholder shall furnish the Buyer with
an opinion of counsel (which counsel shall be The Diepenbrock Law
Firm or such other counsel reasonably satisfactory to counsel for
the Buyer and which opinion shall be in form and substance
reasonably satisfactory to the Buyer) to the effect that the sale of
the Buyer's Shares proposed to be sold is permissible under Rule
144, provided that the Buyer agrees to make such representations as
may be reasonably requested by such counsel and that the Buyer can
then accurately make concerning the Buyer's qualifications under
Rule 144(c); or (iii) a registration statement under the Act is then
in effect with respect to such shares and the purchaser or
transferee has been furnished with a prospectus meeting the
requirements of Section 10 of the Act.
7.3. Legends and Certificates. The Stockholder agrees that the Buyer may
endorse on any certificate for the Buyer's Shares to be delivered to
or on behalf of the Stockholder pursuant to this Agreement an
appropriate legend referring to the provisions hereof, and that the
Buyer may instruct its transfer agents not to transfer any such
shares unless advised by the Buyer of the compliance with such
provisions.
7.4. Restrictions. The Stockholder agrees that until distribution and
further as a part of any disbursement or distribution of Buyer's
Shares received hereunder, Stockholder agrees, and shall obtain a
written agreement from any beneficiary of said disbursement or
distribution that, for a contiguous period of two (2) years
following the closing, beneficiary shall not short sell any of the
Shares received, shall not loan shares to any other person or entity
to effectuate a short sale, and shall not, without the prior written
permission of Buyer, deposit or hold the shares of Buyer in street
name where they might be subject to loans of shares for short
selling. The Stockholder further acknowledges that the shares being
acquired from Buyer are not registered and thus are subject to rule
144 or other securities rules, regulations. Refusal
Acquisition Agreement and Plan of Reorganization. Page 11
<PAGE> 12
of Stockholder or beneficiary to execute such an agreement shall be
sufficient grounds for denial of transfer of title to the Shares by
Buyer.
8. MISCELLANEOUS
8.1. Tax Status: Buyer and Stockholder acknowledge that the exchange
hereof does not qualify as a tax-free exchange as to Stockholder,
and that the value of the stock of Buyer must be discounted as it is
not free trading, is not currently heavily traded in volume, is
subject to the terms of this agreement, has no operating history in
the business, and as such, is agreed to be reasonably valued at
$6.00 per share, as of the date of this agreement and closing.
8.2. Purchase of Services. Buyer hereby agrees, for a period of no less
than one year after the date of closing, to offer to acquire the
services of Stockholder in consulting for reimbursement and
acquiring reimbursement for the operations of its clinics. For such
services Buyer shall pay to Stockholder Seventy Five Thousand
Dollars, ($75,000) for consulting fees and payment of $25,000 will
be made at Closing toward such fees, with quarterly payments of
$16,700 per quarter paid on the first day of such quarter for the
duration thereof. Nothing contained herein shall prohibit Buyer from
offering to employ Ms. Bennett prior to the end of the one year
period, and failure to make payments thereof shall be a material
breach of this agreement and entitle Stockholder to return shares
equal to those received, and rescind this agreement with election
thereof in writing, and ten days to cure such nonpayment.
8.3. NASD status: Buyer agrees that within the time allowed by the NASD
to remain a publicly traded company it will submit such forms and
information with the Securities and Exchange Commission and NASD so
as to remain, at a minimum, a company qualified to be traded on the
OTC Bulletin Board, and to take all reasonable steps to undertake to
become more than just a bulletin board trading company thereon.
Buyer further agrees to continue to file all such documents as are
reasonably necessary to continue such status for no less than two
years from the date of closing.
8.4. Shareholder Approval: Buyer acknowledges that Stockholder has
verbally obtained the approval of the shareholders required under
law to ratify the agreement made hereby, and that formal agreement
shall be obtained from a majority of common shareholders, and a
two-thirds majority of all preferred
Acquisition Agreement and Plan of Reorganization. Page 12
<PAGE> 13
shareholders who have been further granted additional provisions as
common and preferred shareholders in connection with such votes, as
contained in the board minutes of the board actions which approved
the terms of this agreement.
8.5. Payment of Research Services: In connection with the sale of assets,
the Aoki Diabetes Research Institute has agreed to receive Fifty
Thousand Dollars in lieu of the amount unpaid for research services
to Stockholder. Such payment shall be made no later than July 10,
1999.
8.6. Prior Grants: Connecticut Innovations, and Stockholder agreed to
certain to satisfy the terms of a prior grant, a copy of which is
provided at Closing.
8.7. Prior Data: Buyer acknowledges that the intellectual properties of
AMTech include data from certain trials at the University of
Wisconsin, which have not been fully paid for, and that an amount of
approximately Twenty Four Thousand Dollars is still owed to receive
that data.
8.8. Payment for Costs: At the Closing, Buyer will pay Stockholder
$150,000 for the costs of Closing (for which there shall be no
accounting to Buyer) and Buyer agrees to make additional payments as
agreed between the parties but in no event shall all payments
pursuant to this Section 8.8 exceed $15,000 per month. Failure to
make payments thereof shall be a material breach of this agreement
and entitle Stockholder to return shares equal to those received,
and rescind this agreement with election thereof in writing, and ten
days to cure such non-payment.
8.9. Further Assurances. From time to time, at the Buyer's request and
without further consideration, the Stockholder will execute and
deliver to the Buyer such documents and take such action as the
Buyer may reasonably request in order to consummate more effectively
the transactions contemplated hereby and to vest in the Buyer good,
valid and marketable title to the Shares.
8.10. Parties in Interest. Except as otherwise expressly provided herein,
all the terms and provisions of this agreement shall be binding
upon, shall inure to the benefit of, and shall be enforceable by the
respective heirs, beneficiaries, personal and legal representatives,
successors, and assigns of the parties hereto.
8.11. Entire Agreement. This Agreement, including the exhibits, schedules,
lists and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contain the
entire understanding of the parties with respect to this subject
matter. No representations of
Acquisition Agreement and Plan of Reorganization. Page 13
<PAGE> 14
projections, business success, or prospective activities or success
of any kind are made by the parties hereto. The provisions for
performance by Buyer as set forth herein shall be material in all
respects.
8.12. Headings, etc. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretations of this Agreement.
8.13. Notice. All notice, request, demands and other communications
hereunder ("Notices") shall be in writing and shall be deemed to
have been duly given if delivered or mailed (registered or certified
mail, postage prepaid, return receipt requested) as follows:
If to Stockholder: Gregory Gilbert,
8776 Killdee, Orangevale, CA 95662
And copies to: Keith McBride, Attorney at Law,
The Diepenbrock Firm, Sacramento, CA.
Richard A. Sandberg,
233 Brushy Ridge Rd.,
New Canaan, CT, 06840
If to Buyer: Philip R. Blomquist,
2775 So. Main Street, Salt Lake City, UT 84115.
And copies to: Floyd M. Ault,
509 Lake Havasu La, Boulder City, NV 89005
Nathan Drage, Esq. 6975 So. Union Park Center,
Midvale, UT 84047
or such other address(es) as any party may have furnished to the
others in writing in accordance herewith, except that Notices of
change of address(es) shall only be effective upon receipt. All
Notices shall be deemed received on the date of delivery or, if
mailed, on the date appearing on the return receipt therefore. All
notices shall be followed by courtesy call to determine if receipt
was actually made.
8.14. Counterparts. This agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
Acquisition Agreement and Plan of Reorganization. Page 14
<PAGE> 15
8.15. Arbitration of Disputes. The parties hereto agree that in the event
of a dispute that cannot be resolved by the parties, it shall be
submitted to binding arbitration for resolution under the Commercial
Arbitration rules of the American Arbitration Associations, with
binding arbitration to take place in Chicago, Illinois, or at such
other agreed place. The arbitration decision may be entered as a
judgment in any court of competent jurisdiction. The prevailing
party shall be awarded reasonable attorneys fees including costs
prior to arbitration and arbitration fees.
8.16 This Agreement shall be governed by and construed pursuant to the
laws of the State of Nevada.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Stockholder and by a duly authorized officer of the Buyer on the date first
written.
For the Buyer
By
------------------------------------
Title:
Advanced Metabolic Systems, Inc.
Name /s/ Gregory F. Gilbert, CEO
----------------------------------
By GREGORY F. GILBERT, CEO
------------------------------------
Title
Acquisition Agreement and Plan of Reorganization. Page 15
<PAGE> 16
UNANIMOUS CONSENT IN LIEU OF
SPECIAL MEETING OF THE BOARD OF DIRECTORS OF
DIABETEX INTERNATIONAL CORPORATION
The Undersigned, being all of the Directors of Diabetex International
Corporation, a Nevada corporation ("the Company"), hereby takes the following
action:
WHEREAS the Company has acquired all of the shares of Advanced Metabolic
Technologies, Inc. from Advance Metabolic Systems, Inc. pursuant to an Agreement
and Plan of Reorganization; and
WHEREAS, the Agreement calls for the issuance of shares by the Company.
THEREFORE BE IT RESOLVED, that the Company issue 850,000 shares of
restricted common stock to Advanced Metabolic Systems, Inc.
Effective the 30th day of July, 1999.
/s/ Philip Blomquist
-----------------------
Philip Blomquist
<PAGE> 17
MINUTES OF ORGANIZATIONAL MEETING
OF THE
BOARD OF DIRECTORS,
Advanced Metabolic Technologies Inc.
A special meeting of the Board of Directors of Advanced Metabolic
Technologies Inc, a Nevada Corporation was held on June 30, 1999.
Present were: Thomas T. Aoki, M.D. and Gregory F. Gilbert
Absent were: None.
The initial Director called the meeting to order for the initial meeting
of the Board of Directors, having been appointed by the Initial Board of
Directors Member, and acted as follows:
The Chairman called the meeting and announced that the meeting was held
pursuant to law as the Organizational Meeting of the Board of Directors.
1. It was then moved, seconded and resolved that the By-Laws being submitted to
the Corporation be adopted by the Board as the By-Laws of the Corporation, which
By-Laws were consistent with the Articles of Incorporation. It was further
moved, seconded and resolved that:
(i) That there shall be no less than one (1), nor more than seven
(7) members of the Board of Directors serving during the year.
(ii) That each Director shall have access to all financial records
of the company.
The issue of the Board of Directors was discussed, and Gregory F. Gilbert,
initial member of the Board of Directors, appointed Thomas T. Aoki, M.D. as a
member of the board. Mr. Gilbert then resigned his Board posting having acted
only to incorporate the Company, and appoint Dr. Aoki to the Board.
The issue of officers was addressed, and Dr. Aoki appointed himself as the
sole officer and director of the Company, pending the exchange of the shares of
AMTech for shares of Diabetex as contemplated and agreed between the companies.
The subject of the pending exchange agreement with Advanced Metabolic
Systems, Inc, was discussed, and Mr. Gilbert reported that AMSys wanted to have
the Company execute the Asset Purchase and Exchange of Shares agreement being
circulated on or before June 30, 1999, in order to facilitate the reorganization
of Diabetex, AMSys, and AMTech.
<PAGE> 18
It was then moved, seconded and resolved that the President of the
Corporation, execute the Asset Sale and Exchange Agreement, and present to AMSys
the certificates for 850,000 shares of AMTech in exchange for almost all assets
of AMSys as set forth in the agreement.
There being no further business to come before the board, the meeting was
duly adjourned, and a tentative date selected for the next meeting.
June 30, 1999
/s/ Thomas T. Aoki, M.D.
----------------------------------
Thomas T. Aoki, M.D. Sole Director
Agreed as to Appointment and Resignation:
/s/ Gregory F. Gilbert
- - -----------------------------------------
Gregory F. Gilbert
<PAGE> 19
BILL OF SALE June 30, 1999
ALL ASSETS EXCEPT ATTACHED EXHIBIT
In accordance with the Agreement for Exchange of Stock for Assets executed by
Advance Metabolic Systems, Inc., and Advanced Metabolic Technologies Inc.,
Advanced Metabolic Systems, Inc., a Delaware Corporation, hereby sells,
transfers and assigns all rights, titles and interest in and to all assets of
Advanced Metabolic Systems Inc., save and except for its bank account balance,
the accounts receivable prior to July 1, 1999, and the list of assets set forth
in the attached Exhibit "A" exceptions to Assets Transferred and sold.
This bill of sale is executed this June 30, 1999 at Sacramento, California by
the Undersigned, Chief Executive Officer of Advanced Metabolic Systems Inc, with
the authority of the Board of Directors.
/s/ Gregory F. Gilbert, CEO
- - -----------------------------------------
Gregory F. Gilbert, CEO
Advanced Metabolic Systems Inc.
<PAGE> 1
ASSET SALE AGREEMENT
THIS ASSET SALE AGREEMENT (hereinafter referred to as the "Agreement") is
made this 26th day of May, 1999 by and between Advanced Metabolic Systems, Inc.,
a Delaware corporation (hereinafter the "Seller"), and Advanced Metabolic
Technologies, Inc., a Nevada corporation (hereinafter the "Buyer").
W I T N E S S E T H:
WHEREAS, the Seller owns and operates a business (hereinafter the
"Business Operations") at a location or locations (hereinafter the "Business
Premises") and is engaged in the clinical training for treatment of diabetes and
other human metabolic disorders; and
WHEREAS, Seller desires to sell and Buyer desires to purchase certain of
the assets of the Business Operations as more particularly described in
Paragraph 1 herein, upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions hereinafter set forth, and for other good and valuable
consideration, the parties hereto do hereby agree as follows:
1. SALE OF ASSETS
1.1 Subject to the terms and to the fulfillment of the conditions hereinafter
contained, Seller does hereby sell, convey and transfer to Buyer, and Buyer
hereby buys and accepts from Seller the following assets (hereinafter the "Sold
Assets"):
(a) The furniture, fixtures, equipment, supplies, devices, literature,
training materials, leases, leasehold improvements and customer accounts located
at the Business Premises, and all intellectual property including all patents,
copyrights and trademarks, foreign as well as domestic, whether owned outright
or under license, except for the cash on hand and the accounts receivable,
except those assets as more particularly described on Schedule "Excluded
Assets."
The Business Assets shall not include the cash on hand, and accounts receivable
to Buyer as of the date of hereof or as of the date of closing.
The Business Assets shall be conveyed free and clear of any and all liens,
claims, security interests or encumbrances of whatsoever nature (hereinafter
"Liens"), unless otherwise assumed by the Buyer in accordance with the terms and
conditions of this Agreement.
(b) All goodwill, contacts, research information, knowhow and client
lists.
1.2 The Sold Assets shall not include the assets set forth as "Excluded Assets"
attached hereto and made a part hereof, nor the cash on hand and accounts
receivable as of the date hereof or as of the date of closing.
1.3 The Buyer does hereby specifically acknowledge that it is fully and
completely familiar with the Business Operations of the Seller and the Sold
Assets and, except as otherwise specifically provided in this Agreement, it is
satisfied with the Business Operations and the condition of the Sold Assets and
does hereby accept the Business operations and acquire the Sold Assets "as is".
It is specifically understood and agreed that the Seller makes no warranty or
representation, of any nature or description, in relation to the Business
Operations or the Sold Assets, except as specifically provided in this
Agreement.
1
<PAGE> 2
2. PURCHASE PRICE
(a) The total purchase price (hereinafter referred to as the "Purchase Price")
for the Sold Assets shall be eight hundred and fifty thousand shares (850,000)
of the Buyer's common stock, said amount constituting all the issued and
outstanding shares of the Buyer's common stock.
(b) All applicable sales, transfer, documentary, use or filing taxes and/or
filing fees that result from the transaction contemplated by this Agreement and
the other related documents shall be borne by the Buyer.
3. PAYMENT/SECURITY
3.1 Payment shall be in the form of a single certificate in favor of Seller for
Buyer's common shares as specified in Paragraph 2(a) herein to be delivered at
the time of the Closing.
4. CLOSING AND ADJUSTMENTS
4.1 The closing (hereinafter the "Closing") of the sale and purchase
contemplated by this Agreement shall take place as soon as is reasonably
possible, and before June 15, 1999. In connection therewith, the Seller shall
effectuate the transfer of the Sold Assets by the delivery to Buyer of such
conveyances, bills of sale, assignments, consents and other documents
(hereinafter collectively referred to as the "Closing Documents") which are
required in order to transfer marketable title and all title, right and interest
of Seller in and to the Sold Assets to the Buyer. The Buyer does hereby
specifically acknowledge and agree that it and counsel thereof have reviewed
such Closing Documents, are satisfied with same and accept such Closing
Documents to complete such sale, transfer and conveyance.
4.2 At the Closing, the following adjustments will be made between the parties
effective as of the date first written herein:
(a) Rent and other accrued and/or prepaid expenses pursuant to the Lease,
including, without limitation, the security deposit, if any, in connection
therewith;
(b) Deposits, if any, to the extent the same are assigned to the Buyer, as more
particularly delineated on Schedule "Deposits" annexed hereto and made a part
hereof.
(c) Prepaid and/or accrued insurance premiums, if any, to the extent the same
are assigned to the Buyer;
(d) All other apportionable operating costs, charges and expenses, if any.
4.3 In the event that the Buyer shall fail to close or otherwise default in
relation to this Agreement, in addition to any other remedies available to the
Seller at law or in equity, the Seller may (a) deem the transaction to have been
closed and receive all proceeds actually paid by the Buyer, or (b) cancel this
Agreement.
4.4 At the Closing, the Seller shall make available to the Buyer copies of all
accounting ledgers maintained by the Seller, to the extent that same exist.
5. LEASE of EQUIPMENT AGREEMENTS
(a) The Seller shall cooperate in the assignment to the Buyer of all of the
right, title and interest of the Seller in and to Equipment Lease Agreements. A
copy of which along with any Amendments with
2
<PAGE> 3
respect to same is attached hereto as Schedule "Equipment Leases" and made a
part hereof, including the entire interest of Seller, if any, in and to the
Leasehold Improvements.
(b) The Buyer does hereby specifically acknowledge and agree that;
(i) The Buyer is fully and completely familiar with and has thoroughly
examined and inspected the Business Premises, all appliances, systems, equipment
and other personal property and fixtures included therein or utilized in
connection therewith, and is satisfied with the condition thereof and does
hereby accept same "as is".
(ii) The Buyer has thoroughly examined and reviewed any Equipment Leases,
and is familiar with the terms and conditions of each thereof and is satisfied
with same.
6. LIABILITIES
(a) It is understood and agreed that the Seller shall remain solely responsible
and liable for the payment of all liabilities (collectively hereinafter the
"Pre-Closing Debts") which are in existence on or before the date first written
herein and shall pay same. The Seller shall indemnify and hold harmless the
Buyer and all equity owners, officers, directors and other representatives
thereof in relation to the Pre-Closing Debts save and except for any future
royalties for the use of intellectual properties after the closing date.
(b) It is understood and agreed that any and all business debts, obligations or
other liabilities (collectively hereinafter the "Post-Closing Debts") incurred
in connection with the Business Operations and/or the Business Premises
subsequent to the close of business one month after the date first written
herein shall be the sole and absolute responsibility of the Buyer. The Buyer
shall indemnify and hold harmless the Seller and all equity owners, officers,
directors and other representatives thereof in relation to the Post-Closing
Debts. Immediately upon the Closing of the transactions contemplated by this
Agreement, the Buyer shall notify all of the known creditors of the Seller of
the change of ownership of the Business operations and that the Seller shall not
be responsible or liable in any manner for any Post-Closing Debts. The Buyer
shall take such other and further actions and make such other public notices
thereof as the Seller shall require and as shall be required by the laws of each
State where Seller operates Seller's business to notify potential creditors and
the general public that the Seller shall not be responsible for any such
Post-Closing Debts.
(c) Notwithstanding the preceding provisions of this Paragraph 6, it is
understood and agreed that the Seller shall remain liable for all litigation
claims which shall have arisen in connection with, or as a result of, the
execution of this Agreement prior to the date of the Closing (hereinafter the
"Closing Date").
(d) This Paragraph 6 shall survive the Closing.
7. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller warrants and represents that all of the foregoing representation
and warranties are true as of the date hereof:
7.1 The Seller is as of this date a corporation duly organized, existing and in
good standing under and by virtue of the laws of the state of Delaware.
7.2 The board of directors of the Seller has duly and validly approved this
Agreement and has authorized the performance by the Seller of all of the acts
and transactions contemplated hereby, and, to the best of the knowledge of the
Seller, no other approval or authorization of this Agreement or the acts or
transactions contemplated hereby is required to render this Agreement binding
upon the Seller save and except for the approval of the applicable shareholders,
who have verbally approved the terms of this
3
<PAGE> 4
agreement, and based upon such representation this agreement has been made. A
copy of the corporate resolution of the Seller which confirms same is annexed
hereto.
7.3 To the best of the knowledge of the Seller, neither the execution nor the
delivery of this Agreement, nor the consummation of the transactions
contemplated herein, will conflict with or result in a breach of any of the
terms, conditions or provisions of any law, regulation, order, writ, injunction
or decree of any court or governmental instrumentality which affects or is
applicable to the Seller, or of any agreement or other instrument to which the
Seller is bound.
7.4 To the best of the knowledge of the Seller, there are presently no liens,
claims, suits, actions, legal, administrative or arbitration proceedings, or
other proceedings or governmental investigations pending or threatened against
the Seller, other than those previously disclosed to Buyer, which would have an
adverse effect upon the Sold Assets.
8. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer warrants and represents that all of the following representations
and warranties are true as of the date hereof:
8.1 The Buyer is a corporation duly organized, existing and in good standing
under and by virtue of the laws of the State of Florida, and is authorized to do
business in the State of Nevada.
8.2 The board of directors of the Buyer has duly and validly approved this
Agreement, and, to the best of the knowledge of the Buyer, no other approval or
authorization is required by law or otherwise to make any or all of same binding
upon the Buyer. A copy of the corporate resolution of the Buyer which confirms
same is annexed hereto.
8.3 Neither the execution, delivery nor consummation of this Agreement or the
transactions contemplated hereby will conflict with or result in a breach of any
of the terms, conditions or provisions of any law, regulation, order, writ,
injunction or decree of any court or governmental instrumentality affecting or
applicable to the Buyer, or any agreement or other instrument to which Buyer is
bound, or constitute (with or without the giving of notice or the passage of
time or both) a default thereunder, or result in any lien or encumbrance on any
of the assets of Buyer (including the assets to be transferred to the Buyer
pursuant hereto).
8.4 This Agreement, and the obligations, responsibilities and liabilities of
Buyer hereunder, and the consummation or completion of any of the transactions
contemplated hereby, are legal, valid and binding obligations of the Buyer.
8.5 The Buyer has or will duly notify all state or local taxing persons,
entities, or authorities (hereinafter collectively referred to as the "Tax
Authorities") of the intended sale of the Sold Assets from the Seller to the
Buyer, if applicable law requires that such notice be given.
8.6 There are no claims, suits, proceedings or investigations pending or, to the
knowledge, information or belief of the Buyer, threatened against the Buyer, or
the businesses, properties and/or assets thereof, at law, in equity or
otherwise, which would have an adverse effect upon the Seller.
8.7 The Buyer has no claims, quits, proceedings or investigations pending or, to
the knowledge, information or belief of the Buyer, threatened against the
Seller, or the businesses, properties and/or assets thereof, at law, in equity
or otherwise, and shall execute and issue to the Seller at the Closing a General
Release with respect to any and all claims against the Seller.
4
<PAGE> 5
9. BROKERAGE COMMISSIONS
Each party represents and warrants that there are no valid claims for brokerage
commissions or finders, fees in connection with the transactions contemplated by
this Agreement resulting from any action taken by such party. Each of the
parties agrees to exonerate, indemnify and hold harmless the other party in
respect of any and all losses sustained by the other party, including reasonable
attorneys' fees, as a result of any liability to any broker or finder on the
basis of any agreement, arrangement or action made or taken, or alleged to have
been made or taken, by or on behalf of such party.
10. MODIFICATION
This Agreement cannot be amended, modified, changed, discharged, or
terminated, except by a writing duly signed by all of the parties hereto.
11. CONSTRUCTION
This Agreement is entered into and shall be construed in accordance with
the laws of the State of Nevada. Furthermore, it is specifically understood and
agreed that any and all disputes or conflicts, of any nature, in relation to
this Agreement and/or any of the other Related Documents, and/or any
transaction, of any manner or nature, between the Seller and the Buyer shall be
resolved in the Superior Court of the State of Nevada and the parties hereto do
each hereby subject themselves to the jurisdiction of said Court. No other Court
shall have jurisdiction over the parties to this Agreement without the written
consent of all of the parties hereto.
12. BENEFIT
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
13. NOTICES
Any notice, request, instruction, or other document to be given or
provided hereunder shall be in writing and shall be mailed by certified or
registered mail, Postage prepaid, return receipt requested, to the party to whom
same is addressed, at the address set forth herein for such party, or to such
other address for such party as may be provided by a notice issued in accordance
with the provisions of this Paragraph, with a copy to:
If to Seller:
Advanced Metabolic Systems, Inc. Richard A. Sandberg,
233 Brushy Ridge Rd., New Canaan, CT, 06840
And copy to: Keith McBride, Attorney at Law,
The Diepenbrock Firm, Sacramento, CA.
Gregory Gilbert, 8776 Killdee, Orangevale, CA 95662
If to Buyer: Advanced Metabolic Technologies, Inc.
789 Industrial RoadLas Vegas, NV 98765
Floyd M. Ault, 509 Lake Havasu La,
Boulder City, NV 89005
Philip R. Blomquist, 2775 So. Main Street,
Salt Lake City, UT 84115
Nathan Drage, Esq. 6975 So. Union Park Center,
Midvale, UT 84047
5
<PAGE> 6
Any such notice, request, instruction, or other document issued in accordance
with the provisions of this Paragraph 13 shall be effective only upon the
receipt thereof by both the applicable party and its above noted counsel, if
any.
14. EXPENSES
Each party hereto shall be responsible for its own expenses, including,
without limitation, the fees and expenses of its counsel incurred in connection
with the preparation, negotiation, closing and enforcement of this Agreement and
transactions contemplated hereby. This Paragraph shall survive the Closing.
15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
Except as specifically set forth herein to the contrary, it is
specifically understood and agreed that no warranties or representations made by
either of the parties hereto shall survive the Closing.
16. GENDER, NUMBER AND "PERSON"
Words used herein, regardless of the gender or number specifically used,
shall be deemed to include any other gender, masculine, feminine or neuter, and
any other number, singular or plural, as the context or situation at that time
may require. The term "person" shall be deemed to include a corporation,
partnership or unincorporated association, or any other entity, as well as a
natural person.
17. COUNTERPARTS
This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same grant, and shall become effective when one
or more counterparts have been signed by each of the parties and delivered to
the other party.
18. WAIVERS
The failure or waiver of either party hereto at any time or from time to
time to require performance by the other party of any of obligations of such
other party hereunder shall in no manner affect the rights of such party to
enforce such provision or any other provision hereunder at any subsequent time.
Each party hereto agrees that any waiver of its rights arising out of any breach
of this Agreement by the other party shall not be construed as a waiver of any
subsequent breach.
19. SEVERABILITY
In the event that any court of competent jurisdiction or other applicable
administrative body shall ultimately hold that any provision of this Agreement
is illegal, unethical, against public policy or otherwise unenforceable,. then
this Agreement shall remain in full force and effect with respect to the
remaining provisions thereof. This Paragraph shall survive the Closing.
20. ASSIGNMENT
This Agreement shall not be assignable by either party hereto without the
written consent of the other party.
6
<PAGE> 7
21. INCORPORATION OF SCHEDULES
All Schedules attached hereto are incorporated into and made a part of
this Agreement by reference.
22. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties hereto
with respect to the transactions contemplated hereby.
23. FURTHER ASSURANCES
All parties agree that they will, at any time and from time to time, after
the date of Closing, upon the request of any other party, do, execute,
acknowledge and deliver, or will cause to be done, executed, acknowledged and
delivered, all such further acts, deeds, assignments, transfers, conveyances,
powers of attorney and assurances as may reasonably be necessary or advisable in
order to accomplish the terms and conditions of this Agreement. This Paragraph
shall survive the Closing.
24. CAPTIONS
Any paragraph or subparagraph title or caption contained in this Agreement
is for convenience only and shall not, in any manner, be construed to define,
describe or limit the terms hereof.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this Agreement to
be executed by their respective proper corporate officials effective as of the
day and year first above written.
for Advanced Metabolic Systems, Inc. For Advanced Metabolic Technologies, Inc.
(Seller): (Buyer):
/s/ Gregory F. Gilbert /s/ Thomas T. Aoki
- - ------------------------------------ -----------------------------------------
/s/ Gregory F. Gilbert
GREGORY F. GILBERT GREGORY F. GILBERT
- - ------------------------------------ -----------------------------------------
Name (Please Print) Name (Please Print)
FLOYD AULT ASS SEC
THOMAS T. AOKI, PRES
CEO, Chairman
- - ------------------------------------ -----------------------------------------
Title Title
7
<PAGE> 8
Estopple Certificate
The following is an undertaking and Estopple Certificate upon which the closing
of the Agreement and Plan of Reorganization shall take place by facsimile.
Please allow this certificate to confirm the following facts:
1. Share Certificates for AMTech have not been received, but will be sent by
federal express within five days of receipt of the share certificate book.
The share certificate book will also be sent at that time. A temporary
Stock Certificate is attached hereto as the certificate which will be
replaced by a more traditional form of certificate.
/s/ Thomas T. Aoki Thomas T. Aoki,
----------------------------------- Sole officer, AMTech.
2. Except as has been submitted by facsimile, consisting solely of the
original Articles of Incorporation, By-Laws, and the one Organizational
Meeting, there exists no other By-Laws, Amendments to Articles, Contracts,
or other acts of the company except those necessary to complete the
Exchange Agreement, including the attached Bill of Sale.
/s/ Thomas T. Aoki Thomas T. Aoki,
----------------------------------- Sole Officer, AMTech.
/s/ Gregory F. Gilbert Gregory F. Gilbert
----------------------------------- Initial Board Member
3. Submitted in accordance with the agreement is the consulting agreement of
Aoki which provides for the continuation of the original license
agreement, as originally entered into by AMSys and modified, with
representation that no default exists, and consent to the limitation of
payment as contained in such agreement continues as of the date of
closing.
/s/ Thomas T. Aoki Thomas T. Aoki,
----------------------------------- Sole officer, AMTech
<PAGE> 9
/s/ Thomas T. Aoki Thomas T. Aoki, Director
----------------------------------- Aoki Diabetes Research
/s/ Gregory F. Gilbert Gregory F. Gilbert, Admin. Director
----------------------------------- Aoki Diabetes Research Institute
/s/ Gregory F. Gilbert Gregory F. Gilbert, CEO
----------------------------------- Advanced Metabolic Systems, Inc.
4. There are no taxes due, and the company is in good standing, having only
conducted the organizational meeting, the appointment of Dr. Aoki as the
sole officer and director, and entering into the exchange agreement
whereby 850,000 shares of stock are exchanged for basically all the assets
of AMSys.
/s/ Thomas T. Aoki Thomas T. Aoki,
----------------------------------- Sole officer, AMTech
/s/ Gregory F. Gilbert Gregory F. Gilbert, CEO
----------------------------------- Advanced Metabolic Systems, Inc.
5. The Company is in good standing, having newly incorporated, and having
only conducted business in furtherance of the Agreement and Plan for
Reorganization. There are no other assets or liabilities of AMTech, other
than the payment of organizational costs, to incorporate, which must be
amortized, the Assets of AMSys as set forth in the Bill of Sale, the
rights and duties under the Reorganization, and the Consulting Agreement
of Thomas T. Aoki, with Diabetex and AMTech. Accordingly the Balance Sheet
prepared by the Company Accountants will reflect only this activity.
/s/ Thomas T. Aoki Thomas T. Aoki,
----------------------------------- Sole officer, AMTech
/s/ Gregory F. Gilbert Gregory F. Gilbert, CEO
----------------------------------- Advanced Metabolic Systems, Inc.
<PAGE> 1
[ILLEGIBLE] ARTICLES OF INCORPORATION RECEIVED
September, 14th 83 1003 SEP 14 PM 1:23
BS 75.00 OF LT. GOV/SEC. OF STATE
105677
SHERIDAN INDUSTRIES, INC.
We, the undersigned natural persons of the age of twenty-one years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
[ILLEGIBLE]
ARTICLE I - Name
The name of the corporation is: SHERIDAN INDUSTRIES INC.
ARTICLE II - Duration
The period of it's duration is perpetual.
ARTICLE III - Purpose
The specific purpose or purposes for which the Corporation is organized
are:
1. To have unlimited power to engage in and do any lawful act
concerning any and all lawful businesses for which corporations may
be organized under the laws of the State of Utah.
2. To invest in mining and oil properties and operations and operations
pertaining to oil and mining properties.
ARTICLE IV - Capitalization
The aggregate number of shares which the Corporation shall have authority
to issue is one hundred million (100,000,000 shares of voting or non-voting
stock, having a par value of one tenth cent ($0.001) per share, a total of One
Hundred Thousand Dollars (100,000.00
<PAGE> 2
ARTICLE V - Paid-In Capital
The Corporation shall not commence business until at least one thousand
dollars ($1,000.00) has been received by it as consideration for the issuance of
shares.
ARTICLE VI - By-Laws
Provisions for the regulation of the internal affairs of the Corporation
shall be set forth in the By-Laws.
ARTICLE VII - Pre-Emptive Rights
No holder of shares of the capital stock of any class of the Corporation
shall have any pre-emptive or preferential rights of subscription to any shares
of any class of stock of the Corporation, whether new or hereafter authorized,
or to any obligations convertible into stock of the Corporation, issued or sold.
ARTICLE VIII - Registered Office and Agent
The address of this Corporation's initial registered office is 55 E. 3900
S., Salt Lake City, Utah 84107, and the name of it's initial registered agent at
such address is Douglas H. Korth.
ARTICLE IX - Directors
The number of directors which shall constitute the Board of Directors of
the Corporation may vary from three (3) to nine (9) members as the Board may
itself from time to time so determine. The initial Board of Directors hall be
three (3) and the names and addresses of these persons are:
<PAGE> 3
Douglas H. Korth 11991 S. 1420 W.
Riverton Utah 84065
Lewis H. De Young II 656 Malibu Drive
Salt Lake City, Utah 84107
Lee Ann Korth 11991 S. 1420 W.
Riverton, Utah 84065
ARTICLE X - Incorporators
The name and address of each incorporator is:
Douglas H. Korth 11991 S. 1420 W.
Riverton, Utah 84065
Lewis H. De Young II 656 Malibu Drive
Salt Lake City, Utah 84107
Lee Ann Korth 11991 S. 1420 W.
Riverton, Utah 84065
ARTICLE XI - Indemnification
The Corporation shall indemnify any director or officer or former director
or officer of the Corporation or any person who may have served at it's request
as a director or officer of another corporation in which it owns shares of
capital stock or of which it is a creditor, against expenses actually and
reasonably incurred by that person in connection with the defense of any action,
suit or proceeding, civil or criminal, in which that person is make a party by
reason of being or having been such officer or director, except in relation to
matters as to which that person shall be adjudged in such action, suit or
proceeding to be liable for the negligence or misconduct in the performance of
duties. Any such individual shall be indemnified by the Corporation to the
fullest extent now or hereafter permitted by law.
<PAGE> 4
-Signature Page-
Articles of Incorporation
SHERIDAN INDUSTRIES INC.
Dated this 14 day of Sept, 1983.
/s/ Douglas H. Korth
-------------------------------
Douglas H. Korth
/s/ Lee Ann Korth
-------------------------------
Lee Ann Korth
Subscribed and sworn to me on Sept 14, 1983
/s/ Craig S. Butterfield Riverton, Utah
-------------------------------
Notary Public- Residing in
June 1986
-------------------------------
My Commission expires:
Dated this 14th day of Sept, 1983.
/s/ Lewis H. De Young II
-------------------------------
Lewis H. De Young II
Subscribed and sworn to me on Sept. 14th, 1983
/s/ Kim Weaver SL County
-------------------------------
Notary Public- Residing in
KIM A. WEAVER
NOTORIAL SEAL
STATE OF UTAH
COMM EXP....
4-1-87
-------------------------------
My commission expires:
<PAGE> 5
[ILLEGIBLE] ARTICLES OF AMENDMENT #105 677 BS
14th Mar 91 TO THE ARTICLES OF RECEIVED
BS 3/14/91 INCORPORATION OF 1991 MAR 14 AM 11:28
[SEAL] SHERIDAN INDUSTRIES, INC. [ILLEGIBLE]
STATE OF UTAH
ARTICLE I
The name of the corporation is Sheridan Industries, Inc.
ARTICLE II
ARTICLE IV of the Articles of Incorporation is hereby amended to read as
follows:
ARTICLE IV -- Capitalization
The aggregate number of shares which the Corporation shall
have authority to issue is 2,500,000 shares of common stock having a
par value of four cents ($0.04) per share.
ARTICLE III
On the 9th day of January, 1991, the Board of Directors of Sheridan
Industries, Inc. unanimously adopted these Articles of Amendment to the Articles
of Incorporation of Sheridan Industries, Inc.
ARTICLE V
On the 28th day of January, 1991, Sheridan Industries, Inc. had
outstanding 17,391,002 shares of common stock all of which were eligible to vote
on this matter.
ARTICLE VI
On the 28th day of January, 1991, at a duly called special meeting of the
shareholders of Sheridan Industries, Inc., 12,039,202 shares were present,
constituting a quorum and all 12,039,302 shares present were voted in favor of
the resolution to amend the Articles of Incorporation as contained herein with
no objections and no abstentions.
ARTICLE VII
These amendments change the capitalization of the Corporation from
100,000,000 shares of $O.001 common stock, or $100,000 aggregate, to 2,500,000
shares of $0.04 common stock, or $100,000 aggregate.
-Page 1 of 2-
<PAGE> 6
/s/ Guy Scribner
- - ---------------------------
Guy Scribner, President
/s/ Harry Croyle
- - ---------------------------
Harry Croyle, Secretary
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 13th day of March, 1991, personally appeared before me Guy Scribner
and Harry Croyle and duly acknowledged to me that they are the persons who
signed the foregoing instrument as President and Secretary and that they have
read the foregoing instrument and know the contents thereof and that the same is
true of their own knowledge except as to those matters upon which they operate
on information and belief and as to those matters believe them to be true.
/s/ Deidre S. Glad
- - -------------------------
NOTARY PUBLIC
Residing in SLC, UT 84115
My Commission Expires: May 5, 1993 [NOTARY STAMP]
-Page 2 of 2-
<PAGE> 7
ARTICLES OF AMENDMENT 105 677 BS
TO THE ARTICLES OF
INCORPORATION 0F
SHERIDAN INDUSTRIES, INC.
ARTICLE I
The new name of the corporation is Associated Healthcare, Inc.
(formerly Sheridan Industries, Inc.)
ARTICLE VI
On the 8th day of May 1991, at a duly called special meeting of the
shareholders of Sheridan Industries, Inc. was held at 3204 South 300 West. At
this time there were 434,775 outstanding to vote on the resolution to change the
name from Sheridan Industries, Inc. to Associated Healthcare, Inc.. 248,900
shares were present, constituting a quorum, and 248,900 shares present voted in
favor of the resolution to amend the Articles of Incorporation as contained
herein. The corporation did not receive any proxies indicating a (no) vote on
the amendment.
/s/ Guy Scribner
- - --------------------------
Guy Scribner, President
/s/ Harry Croyle
- - ---------------------------
Harry Croyle, Secretary
RECEIVED
1991 MAY-9 AM 11:07
[ILLEGIBLE]
[ILLEGIBLE]
7th May 91
BS 5/9/91
[SEAL]
<PAGE> 8
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 8th day of May, 1991, Guy Scribner and Harry Croyle personally
appeared before me and duly acknowledged to me that they are the persons who
signed the foregoing instrument as President and Secretary and that they have
read the attached instrument, (Amendments to the Articles of Incorporation of
Associated Healthcare, Inc.) and know the contents thereof to be true and
correct.
/s/ Deidre S. Glad
- - -------------------------
NOTARY PUBLIC
Residing in Salt Lake City, UT 84115
My Commission Expires: May 5, 1993 [NOTARY STAMP]
<PAGE> 9
State of Utah #105677
Department of Commerce BS
Division of Corporations and Commercial Code
I hereby certify that the foregoing has been
filed and approved on the [ILLEGIBLE] day of
[ILLEGIBLE] in the office of this Division
and hereby issue this Certificate thereof.
Examiner BS Date 2/28/92
[SEAL] /s/ Gary R. Hanson
Division Director
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ASSOCIATED HEALTHCARE, INC.
- - --------------------------------------------------------------------------------
The undersigned do hereby declare and certify that:
(1) They are respectively the President and Secretary of Associated
Healthcare Inc, a Utah corporation.
(2) That this Certificate of Amendment was authorized and adopted by a
majority of the Shareholders of the Corporation, and,
(3) That the Amendments contained herein was adopted, ratified, and
approved by more than a majority of the shares outstanding of this
corporation, there being 434,775 shares of the corporation issued
and outstanding, and the following resolution being adopted by
222,275 shares voting in favor of with no objections at the Annual
Shareholders Meeting held the 30th day of January, 1992.
"RESOLVED, that pursuant to the Resolution adopted by the
Shareholders of this Corporation on January 30, 1992, Article I of
this corporation shall be amended to read: "THE NAME OF THIS
CORPORATION IS SHERIDAN INDUSTRIES, INC.", and be it;
"FURTHER RESOLVED, that Article IV of the Articles of Incorporation
be and hereby is amended to read: "THE AGGREGATE NUMBER OF SHARES
WHICH THE CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS FIFTY MILLION
(50,000,000) SHARES OF VOTING AND/OR NON-VOTING STOCK, HAVING A PAR
VALUE OF TWO TENTHS OF ONE CENT ($0.002) PER SHARE, A TOTAL OF ONE
HUNDRED THOUSAND DOLLARS ($100,000.00)".
The undersigned do further declare and certify that they have made and
filed this Certificate of Amendment pursuant to the Resolutions adopted by the
shareholders and Directors of this corporation as hereinabove stated.
<PAGE> 10
We, Lloyd Richards and James S. Ross, do hereby certify that we are
respectively the duly elected President and the duly elected and qualified
Secretary and keeper of the records and corporate seal of Associated Healthcare,
Inc., a corporation organized and under the laws of the State of Utah, and that
the above is a true and correct copy [Illegible] resolution duly adopted at a
meeting of the Shareholders thereof, convened and held in accordance with law
and the Bylaws of said Corporation on the 30th day of January, 1992 and that
such resolution is now in full force and effect.
IN WITNESS THEREOF, we have affixed our names as President and as
Secretary of the Corporation this 25th day of February, 1992.
/s/ James S. Ross /s/ Lloyd Richards
- - -------------------------- -----------------------------
James S. Ross, Secretary Lloyd Richards, President
STATE OF CALIFORNIA }
} ss.
COUNTY OF SAN DIEGO }
On this 26th day of February, 1992, before me personally appeared Mr.
Lloyd Richards and Mr. James S. Ross, in their respective capacities as
President and Secretary of Associated Healthcare, Inc., who, being first duly
sworn, acknowledged that they executed the foregoing instrument in the name of
said entity, that they had the authority to execute [Illegible], and that they
executed same as the act and deed of said entity for the uses and purposes
therein stated.
Witness my had and official seal.
My commission expires 12/15/97.
[SEAL] OFFICIAL SEAL
ALLEN C. STOUT
NOTARY PUBLIC-CALIFORNIA
SAN DIEGO COUNTY
MY COMM. EXP. DEC. 15, 1992
/s/ Allen C. Stout
-------------------
Notary Public
<PAGE> 1
ARTICLES OF INCORPORATION DEAN HELLER
OF SECRETARY OF STATE
Sheridan Industries, Inc. '98 DEC 14 PM 3 28
LAS VEGAS, NEVADA
The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the following
Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is Sheridan Industries, Inc.
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this corporation is organized are:
Section 1. To engage in any lawful business or activity which may be
conducted under the laws of the State of Nevada or any other state or nation
wherein this corporation shall be authorized to transact business.
Section 2. To purchase or otherwise acquire, own, mortgage, sell,
manufacture, assign and transfer or otherwise dispose of, invest, trade, deal in
and with real and personal property, of every kind, class, and description.
Section 3. To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.
Section 4. To enter into or execute contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public or municipal), political subdivisions of the United States or
with the Government of the United States.
1
<PAGE> 2
Section 5. To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.
Section 6. To borrow money, without limitation, and give a lien on any of
its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all, or any part
of, or any interest in, the properties, assets, business and good will of any
one or more persons, firms, associations, or corporations either within or out
of the State of Nevada heretofore or hereafter engaged in any business for which
a corporation may now or hereafter be organized under the laws of the State of
Nevada; pay for the same in cash, property or the corporation's own or other
securities; hold, operate, reorganize, liquidate, sell or in any manner dispose
of the whole or any part thereof; and in connection therewith, assume or
guaranty performance of any liabilities, obligations or contracts of such
persons, firms, associations or corporations, and to conduct the whole or any
part of any business thus acquired.
Section 8. To purchase, receive, take, acquire or otherwise acquire, own
and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of,
pledge, use, cancel, and otherwise deal in and with the corporation's shares and
its other securities from time to time to the extent, in the manner and upon
terms determined by the Board of Directors; provided that the corporation shall
not use its funds or property for the purchase of its own shares of capital
stock when its capital is impaired or when the purchase would cause any
impairment of the corporation's capital, except to the extent permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be organized
under the laws of any State of the United States of America, or of any
commonwealth, territory, agency or instrumentality of the United States of
America, or of any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
Section 10. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of any of the
objects herein enumerated, or which shall at any time appear conducive to or
expedient for the protection or benefit of the corporation.
2
<PAGE> 3
Article IV
Capitalization
Section 1. The authorized capital of this corporation shall consist of the
following stock:
Fifty million (50,000,000) common shares, par value $.002 per share. Each
common share shall have equal rights as to voting and in the event of
dissolution and liquidation. There shall be no cumulative voting by
shareholders.
Section 2. The shareholders shall have no preemptive rights to acquire any
shares of this corporation.
Section 3. The common stock of the corporation, after the amount of the
subscription price has been paid in, shall not be subject to assessment to pay
the debts of the corporation.
Article V
Principal Office
The address of the registered office of the corporation is 3340 Topaz
Street, Suite 210, Las Vegas, Nevada 89121 and the registered agent at that
address is Sherry A. McEvoy. The corporation may maintain such other offices,
either within or out of the State of Nevada, as the Board of Directors may from
time to time determine or the business of the corporation may require.
3
<PAGE> 4
Article VI
Directors
The corporation shall be governed by a Board of Directors. There shall be
one (1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in the case of a vacancy. The
original Board of Directors shall be comprised of one (1) person and the name
and address of the person who is to serve as director until the first annual
meeting of shareholders and until successors are elected and shall is:
Nathan W. Drage
3340 Topaz #210
Las Vegas, Nevada 89121
Article VII
Indemnification
As the Board of Directors may from time to time provide in the By-laws or
by resolution, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the State of Nevada.
Article VIII
Incorporator
The name and address of the incorporator is:
Nathan W. Drage
3340 Topaz #2l0
Las Vegas, Nevada 89121
Dated this 10 day of December, 1998
/s/ Nathan W. Drage
-----------------------
Nathan W. Drage
4
<PAGE> 5
NOTARY CERTIFICATE
State of Nevada )
) ss.
County of Clark )
On the 13 day of December, 1998, personally appeared before me, a Notary
Public, who acknowledged that Nathan W. Drage executed the foregoing Articles of
Incorporation.
/s/ Sherry A. McEvoy
----------------------------------
Sherry A. McEvoy, Notary Public
My Appointment Expires: 11/01/01
Residing in: Clark County Las Vegas NV USA
[SEAL] SHERRY A. McEVOY
Notary Public-Nevada
No. 93-4908-1
My appt. exp. Nov 1, 2001
5
<PAGE> 6
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 21 1998
No. C29048-98
-------------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF MERGER
OF
SHERIDAN INDUSTRIES, INC.
(A Utah Corporation)
INTO
SHERIDAN INDUSTRIES, INC.
(A Nevada Corporation)
The Undersigned, being sole Director of Sheridan Industries, Inc., a Utah
corporation, and the sole officer and director of Sheridan Industries, Inc., a
Nevada corporation, hereby certify as follows:
1. A merger for the purpose of changing domicile has been approved by the
board of directors of Sheridan Industries, Inc., an Utah corporation, and
Sheridan Industries, Inc., a Nevada corporation.
2. Shareholders owning l0,000,000 of the shares of common stock of
Sheridan Industries, Inc., a Utah corporation, which number of shares is a
majority of the approximately 17,000,000 shares outstanding, consented to such
merger on December 11, 1998. The sole shareholder of Sheridan Industries, Inc.,
a Nevada corporation, voted for such plan of merger on December 16, 1998.
3. A Notice, including a summary of the merger, was mailed to all
shareholders of the Utah Corporation on or about November 30, 1998.
4. Sheridan Industries, Inc., a Nevada corporation, hereby agrees that it
will promptly pay to the dissenting shareholders, if any, of Sheridan
Industries, Inc., a Utah corporation, the amount, if any, to which they shall be
entitled under the provisions of the Utah Corporation Statutes with respect to
the rights of dissenting shareholders.
Dated this 18th day of December, 1998.
SHERIDAN INDUSTRIES, INC. SHERIDAN INDUSTRIES, INC.
A Utah Corporation A Nevada Corporation
By: /s/ Robert Kropf By: /s/ Robert Kropf
- - ------------------------- --------------------------
Robert Kropf Robert Kropf
President/Secretary President/Secretary
1
<PAGE> 7
******************
State of Utah )
)ss.
County of Salt Lake City )
On this 18th day of December, 1998, before me, a Notary Public, personally
appeared Robert Kropf, and executed on this date the foregoing instrument for
the purposes therein contained, by signing on behalf of the above named
corporations as a duly authorized director and officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/s/ Jennifer L. Clark
--------------------------------
Notary Public
Residing at: Salt Lake
My Commission Expires:
[SEAL] NOTARY PUBLIC
JENNIFER L. CLARK
4605 So. Watch. Blvd. 330
Salt Lake City, UT 84124
My Commission Expires
July 1, 2002
STATE OF UTAH
2
<PAGE> 8
NOTICE OF SHAREHOLDER ACTION
TO BE TAKEN BY A MAJORITY OF THE SHAREHOLDERS OF
SHERIDAN INDUSTRIES, INC.
The Board of Directors of Sheridan Industries, Inc., a Utah corporation
("the Company"), hereby give notice that pursuant to Utah Revised Business
corporation Act Section 16-1Oa-704, a majority of the shareholders of record,
as of November 25, 1998, of the Company will consent to the following action on
December 7, 1998:
1. Authorize the Board of Directors to effect a 200 to 1 reverse
split of the Company's common stock;
2. Authorize a change of the Company's domicile from Utah to Nevada.
PLAN OF MERGER: The Company will form a Nevada subsidiary to
effectuate a change of corporate domicile. Following the reverse split, the
shareholders shall receive one share of the Nevada Corporation for each share of
the Company.
Your proxy is not being solicited by the Board of Directors.
Dated this 30th day of November, 1998.
By Order Of:
The Board of Directors
<PAGE> 9
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
DEC 22 1998
No. C29048-98
-------------
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
SHERIDAN INDUSTRIES, INC.
Pursuant to the provisions of the Nevada Business Corporations Act, the
Undersigned corporation adopts the following amendment to the Articles of
Incorporation by way of shareholder Consent.
1. The following amendment of the Articles of Incorporation was adopted by
shareholder consent by a majority of the shareholders of the corporation on
December 22, 1998, said articles are hereby amended and shall read as follows:
- - --------------------------------------------------------------------------------
Article I
Name
The name of the corporation is Diabetex International Corp.
- - --------------------------------------------------------------------------------
2. Additionally, the shareholders consented to a reverse split of the
Company's common stock on a 400 to 1 basis.
3. The number of shares of the corporation outstanding at the time of
adoption was approximately 17,000,000; and the number of shares entitled to vote
thereon were the same.
3. The number of shares consenting to the action was 10,000,000. The
shareholders consenting to the action represented a majority of the issued and
outstanding shares.
Effective the 22nd day of December, 1998.
/s/ Robert Kropf
------------------------
Robert Kropf, President
/s/ Robert Kropf
- - -----------------------
Robert Kropf, Secretary
1
<PAGE> 10
State of Utah )
)ss.
County of Salt Lake )
On this 22 day of December, Robert Kropf personally appeared before me, a
Notary Public, and executed the foregoing instrument for the purposes therein
contained, by signing on behalf of the above named corporations as a duly
authorized President and Secretary.
In Witness Hereof, I have hereunto set my hand and official seal.
/s/ Jennifer L. Clark
--------------------------------
Notary Public
Residing at: Salt Lake
My Commission Expires:
[SEAL] NOTARY PUBLIC
JENNIFER L. CLARK
4605 So. Watch. Blvd. 330
Salt Lake City, UT 84124
My Commission Expires
July 1, 2002
STATE OF UTAH
2
<PAGE> 1
FILED C12204-99
MAY 19 1999
IN THE OFFICE OF
Dean Heller
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
ADVANCED METABOLIC TECHNOLOGIES, INC.
* * * * *
The undersigned, acting as incorporator, pursuant to the provisions
of the laws of the State of Nevada relating to private corporations, hereby
adopts the following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
ADVANCED METABOLIC TECHNOLOGIES, INC.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of
process is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880,
City of Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:
I. [OMNIBUS]. To have to exercise all the powers now or
hereafter conferred by the laws of the State of Nevada upon
corporations organized pursuant to the laws under which the
corporation is organized and any and all acts amendatory thereof and
supplemental thereto.
II. [CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and carry
on its business or any branch thereof in any state or territory of
the United States or in any foreign country in conformity with the
laws of such state, territory, or foreign country, and to have and
maintain in any state, territory, or foreign country a business
office, plant, store or other facility.
III. [PURPOSES TO BE CONSTRUED AS POWERS]. The purposes
specified herein shall be construed both as purposes and powers and
shall be in no wise limited or restricted by reference to, or
inference from, the terms
<PAGE> 2
of any other clause in this or any other article, but the purposes
and powers specified in each of the clauses herein shall be regarded
as independent purposes and powers, and the enumeration of specific
purposes and powers shall not be construed to limit or restrict in
any manner the meaning of general terms or of the general powers of
the corporation; nor shall the expression of one thing be deemed to
exclude another, although it be of like nature not expressed.
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have authority
to issue an aggregate of ONE MILLION (1,000,000) Common Capital Shares, PAR
VALUE ONE CENT ($0.01) per share for a total capitalization of TEN THOUSAND
DOLLARS ($10,000.00).
The holders of shares of capital stock of the corporation shall not
be entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be
governed by a Board of Directors of no more than eight (7) nor less than one (1)
person. The name and address of the first Board of Directors is:
NAME ADDRESS
---- -------
Gregory F. Gilbert 8776 Killdee
Orangevale, California 95662
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the
corporation, after the amount of the subscription price or par value has been
paid in, shall not be subject to pay debts of the corporation, and no paid up
stock and no stock issued as fully paid up shall ever be assessable or assessed.
2
<PAGE> 3
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the
incorporator of the corporation is as follows:
NAME ADDRESS
---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation
shall be adopted by its Board of Directors. The power to alter, amend, or repeal
the By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meetings of stockholders
shall be held at such place within or without the State of Nevada as may be
provided by the By-laws of the corporation. Special meetings of the stockholders
may be called by the President or any other executive officer of the
corporation, the Board of Directors, or any member thereof, or by the record
holder or holders of at least ten percent (10%) of all shares entitled to vote
at the meeting. Any action otherwise required to be taken at a meeting of the
stockholders, except election of directors, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by
stockholders having at least a majority of the voting power.
ARTICLE ELEVEN. [CONTRACTS OF CORPORATION]. No contract or other
transaction between the corporation and any other corporation, whether or not a
majority of the shares of the capital stock of such other corporation is owned
by this corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any director of this corporation, individually, or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise interested in any contract or transaction of the corporation;
provided, however, that the fact that he or such firm is so interested shall be
disclosed or shall have been known to the Board of Directors of this
corporation, or a majority thereof; and any director of this corporation who is
also a director or officer of such other corporation, or who is so interested,
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were
3
<PAGE> 4
not such director or officer of such other corporation or not so interested.
ARTICLE TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director
or officer shall have any personal liability to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
except that this Article Twelve shall not eliminate or limit the liability of a
director or officer for (I) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto
affixed her signature at Reno, Nevada this 18th day of May, 1999.
/s/ AMANDA CARDINALLI
---------------------------
AMANDA CARDINALLI
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
On the 18th day of May, 1999, before me, the undersigned, a Notary
Public in and for the State of Nevada, personally appeared AMANDA CARDINALLI,
known to me to be the person described in and who executed the foregoing
instrument, and who acknowledged to me that she executed the same freely and
voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ Margaret A. Oliver
---------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
October 10, 2002
- - ----------------------
MARGARET A OLIVER
[SEAL] Notary Public - State of Nevada
Appointment Recorded in Washoe County
No 94-5323-2 EXPIRES OCT. 10, 2002
4
<PAGE> 1
FILED # C15798.99
JUN 25 1999
[ILLEGIBLE]
ARTICLES OF INCORPORATION
OF
HAMILTON-MAY CORPORATION
* * * * *
The undersigned, acting as incorporator, pursuant to the provisions of the
laws of the State of Nevada relating to private corporations, hereby adopts the
following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
HAMILTON-MAY CORPORATION
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of process is
Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of
Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:
I. [OMNIBUS]. To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations organized
pursuant to the laws under which the corporation is organized and any and
all acts amendatory thereof and supplemental thereto.
II. [CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and carry on
its business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such
state, territory, or foreign country, and to have and maintain in any
state, territory, or foreign country a business office, plant, store or
other facility.
III. [PURPOSES TO BE CONSTRUED AS POWERS]. The purposes specified
herein shall be construed both as purposes and powers and shall be in no
wise limited or restricted by reference to, or inference from, the terms
<PAGE> 2
of any other clause in this or any other article, but the purposes and
powers specified in each of the clauses herein shall be regarded as
independent purposes and powers, and the enumeration of specific purposes
and powers shall not be construed to limit or restrict in any manner the
meaning of general terms or of the general powers of the corporation; nor
shall the expression of one thing be deemed to exclude another, although
it be of like nature not expressed.
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have authority to
issue an aggregate of TWENTY-FIVE THOUSAND (25,000) Common Capital Shares, NO
PAR VALUE per share.
The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided that
the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be
governed by a Board of Directors of no more than eight (7) nor less than one (1)
person. The name and address of the first Board of Directors is:
NAME ADDRESS
---- -------
Nordo Zaias, M.D. Mt. Sinai Hospital
4302 Alton Road, Suite 1005
Miami Beach, Florida 33140
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the corporation,
after the amount of the subscription price or par value has been paid in, shall
not be subject to pay debts of the corporation, and no paid up stock and no
stock issued as fully paid up shall ever be assessable or assessed.
2
<PAGE> 3
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the incorporator of
the corporation is as follows:
NAME ADDRESS
---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation shall be
adopted by its Board of Directors. The power to alter, amend, or repeal the
By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meetings of stockholders shall be
held at such place within or without the State of Nevada as may be provided by
the By-laws of the corporation. Special meetings of the stockholders may be
called by the President or any other executive officer of the corporation, the
Board of Directors, or any member thereof, or by the record holder or holders of
at least ten percent (10%) of all shares entitled to vote at the meeting. Any
action otherwise required to be taken at a meeting of the stockholders, except
election of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by stockholders having at
least a majority of the voting power.
ARTICLE ELEVEN. [CONTRACTS OF CORPORATION]. No contract or other
transaction between the corporation and any other corporation, whether or not a
majority of the shares of the capital stock of such other corporation is owned
by this corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any director of this corporation, individually, or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise interested in any contract or transaction of the corporation;
provided, however, that the fact that he or such firm is so interested shall be
disclosed or shall have been known to the Board of Directors of this
corporation, or a majority thereof; and any director of this corporation who is
also a director or officer of such other corporation, or who is so interested,
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were
3
<PAGE> 4
not such director or officer of such other corporation or not so interested.
ARTICLE TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director or
officer shall have any personal liability to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, except that
this Article Twelve shall not eliminate or limit the liability of a director or
officer for (I) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of dividends in violation of the
Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed her
signature at Reno, Nevada this 24th day of June, 1999.
/s/ AMANDA CARDINALLI
--------------------------------
AMANDA CARDINALLI
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
On the 24th day of June, 1999, before me, the undersigned, a Notary Public
in and for the State of Nevada, personally appeared AMANDA CARDINALLI, known to
me to be the person described in and who executed the foregoing instrument, and
who acknowledged to me that she executed the same freely and voluntarily for the
uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Margaret A. Oliver
--------------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
October 10, 2002 [SEAL] Margaret A. Oliver
Notary Public - State of Nevada
Appointment Recorded in Washoe County
No. 94-5323-2 EXPIRES OCT. 10, 2002
[SEAL]
4
<PAGE> 5
FILED # C15798.99
JUN 25 1999
IN THE OFFICE OF
Dean Meller
DEAN MELLER SECRETARY OF STATE
CONSENT TO SERVE AS RESIDENT AGENT
The Nevada Agency and Trust Company, located at 50 West Liberty Street,
Suite 880, Reno, Nevada 89501, hereby consents to serve as Resident Agent in the
State of Nevada for the following Corporation:
HAMILTON-MAY CORPORATION
We understand that as agent for the Corporation, it will be our
responsibility to receive service of process in the name of the Corporation; to
forward all mail to the Corporation; and to immediately notify the office of the
Secretary of State in the event of our resignation, or of any changes in the
registered office of the Corporation for which we are an agent.
IN WITNESS WHEREOF, the undersigned authorized representative of The
Nevada Agency and Trust Company has hereunto affixed her signature at Reno,
Nevada this 24th day of June, 1999.
/s/ AMANDA CARDINALLI
--------------------------------
AMANDA CARDINALLI
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
On the 24th day of June, 1999, before me, the undersigned, a Notary Public
in and for the State of Nevada, personally appeared AMANDA CARDINALLI, known to
me to be the person described in and who executed the foregoing instrument, and
who acknowledged to me that she executed the same freely and voluntarily for the
uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Margaret A. Oliver
--------------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
October 10, 2002 [SEAL] Margaret A. Oliver
Notary Public - State of Nevada
Appointment Recorded in Washoe County
No. 94-5323-2 EXPIRES OCT. 10, 2002
5
<PAGE> 1
BY-LAWS RECEIVED
OF MAR 28 1994
SHERIDAN INDUSTRIES, INC. [ILLEGIBLE]
ARTICLE I. OFFICES
The principal office of the corporation in the State of Utah shall be
located in the City of Salt Lake, County of Salt Lake. The corporation may have
such other offices, either within or without the State of Utah, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the 15th day in the month of October in each year, beginning with the
year 1984, at the hour of 3:00 o'clock P.M., for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Utah, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise
<PAGE> 2
prescribed by statute, may be called by the President or by the Board of
Directors, and shall be called by the President at the request of the holders of
not less than ten percent (10%) of all the outstanding shares of the corporation
entitles to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Utah unless otherwise prescribed by
statute, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place either within
or without the State of Utah, unless otherwise prescribed by statute, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the corporation in the State of Utah.
SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of special meeting, the purpose or purposes for
which the meeting is called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than fifty (50) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage
<PAGE> 3
thereon prepaid.
SECTION 5. Closing of Transfer Books Or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, ten (10) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceeding such meeting. In
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty (50) days and, in case of a
meeting of shareholders, not less then ten (10) days prior to the date on which
the particular action, requiring such determination of shareholders, is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or a vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders
<PAGE> 4
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each. Such list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by shareholder or by his duly
authorized attorney-in-fact.
<PAGE> 5
Such proxy shall be filed with the secretary of the corporation before or at the
time of the meeting. No proxy shall be valid after twelve (12) months from the
date of its execution, unless otherwise provided in the proxy.
SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall
be entitled to one (1) vote upon each matter submitted to a vote at a meeting of
shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
By-Laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall
<PAGE> 6
be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless otherwise provided by
law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of directors of
the corporation shall be three (3). Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.
<PAGE> 7
SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least
five (5) days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum. A majority of the number of directors fixed by Section
2 of this Article III shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors but, if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is
<PAGE> 8
present shall be the act of the Board of Directors.
SECTION 8. Action Without A Meeting. Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the Directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the Board of
Directors for a term of office continuinig only until the next election of
Directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefore.
SECTION 11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his
<PAGE> 9
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a President, a
Vice President, a Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors.
SECTION 2. Election And Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best
<PAGE> 10
interests of the corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with the Secretary
or any other proper officer of the corporation thereunto authorized by the Board
of Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. Vice President. In the absence of the
<PAGE> 11
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon
<PAGE> 12
such terms and indemnity to the corporation as the Board of Directors may
prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR
The fiscal year of the corporation shall begin on the First day of
September and end on the last day of August in each year.
ARTICLE VIII. DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE IX. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation
<PAGE> 13
and the words "Corporate Seal".
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the corporation under the provisions of
these By-Laws or under the Articles of Incorporation or under the provisions of
the Utah Business Corporation Act, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI. AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
SHERIDAN INDUSTRIES, INC.
--------------------------------
By: /s/ Lee Ann L. Korth
--------------------------------
SECRETARY
--------------------------------
<PAGE> 14
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<S> <C> <C> <C> <C> <C>
A-46328
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US United States of America RBC 07/022973 06-Mar-1987 Granted
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US United States of America RBC 08/103410 06-Aug-1993 Granted
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Inventors:
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A-46328-001
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A-46328-002
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A-46328-003
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<PAGE> 15
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Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
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<S> <C> <C> <C> <C> <C>
A-46328-004
US United States of America RBC 08/631916 15-Apr-1996 Granted
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Title: PROVIDING RADIO FREQUENCY SPECTRAL ANALYSIS FOR IN-VITRO OR IN-VIVO ENVIRONMENTS
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A-46328-005
US United States of America RBC 09/132097 10-Aug-1998 Pending
SOL13 SOLID STATE FARMS, MAK Open
INC.
Title: RADIO FREQUENCY SPECTRAL ANALYSIS FOR IN-VITRO OR IN-VIVO ENVIRONMENTS
A-46885
US United States of America RBC 07/512845 23-Apr-1990 Granted
SOL13 SOLID STATE FARMS, 5328822 12-Jul-1994 Open
INC.
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
Remarks: 1815
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
A-46328-004
US
SOL13 ORD
LE
Inventors:
MILTON E. FULLER
A-46328-005
US
SOL13 CIP
LE
Inventors:
AJIT J. KOSHY
DAVID W. DEAMER
JOSEPH C. KOSHY
MARK N. IVERSON
MILTON E. FULLER
A-46885
US 12-Jul-2011
SOL13 ORD
LE
Inventors:
MILTON E. FULLER
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page: 3
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A-46885-001
US United States of America RBC 08/259018 13-Jun-1994 Granted
SOL13 SOLID STATE FARMS, 5487870 30-Jan-1996 Open
INC.
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
Remarks: 2505
A-46885-002
US United States of America RBC 08/588537 18-Jan-1996 Granted
SOL13 SOLID STATE FARMS, 5575977 19-Nov-1996 Open
INC.
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
A-50309
US United States of America RBC 08/018230 16-Feb-1993 Granted
SOL13 SOLID STATE FARMS, 5363052 08-Nov-1994 Open
INC.
Title: PERMITTIVITY SPECTROSCOPY APPARATUS AND METHOD
Remarks: 2607
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
A-46885-001
US 30-Jan-2013
SOL13 ORD
LE
Inventors:
DAVID K. MCKINNEY
A-46885-002
US
SOL13 CON
LE
Inventors:
DAVID K. MCKINNEY
A-50309
US 08-Nov-2011
SOL13 ORD
LE
Inventors:
JAMES M. MCKEE
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page: 4
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FA-46328-003-AU
AU Australia RBC 75202/94 04-Aug-1994 Granted
SOL13 SOLID STATE FARMS, MAK 676082 17-Jun-1997 Open
INC.
CARTE CARTER SMITH &
BEADLE 20173
Title: APPARATUS AND METHOD FOR RADIO FREQUENCY SPECTROSCOPY USING SPECTRAL ANALYSIS
Remarks: BASED ON PCT/US94/08816.
FA-46328-004-AU
AU Australia RBC 29748/97 15-Apr-1997 Pending
SOL13 SOLID STATE FARMS, MAK Open
INC.
DAVIE DAVIES COLLISION CAVE TJR 2117420
Title: PROVIDING RADIO FREQUENCY SPECTRAL ANALYSIS FOR IN-VITRO OR IN-VIVO ENVIRONMENTS
Remarks: NATIONAL PHASE BASED UPON PCT/IB97/00719 FILED 4/15/97 AND USSN: 08/631,916 FILED 4/15/96.
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FA-46328-003-AU
AU 04-Aug-2014
SOL13 ORD
CARTE
Inventors:
FRANK J. CHERNE
MILTON E. FULLER
FA-46328-004-AU
AU
SOL13 PCT
DAVIE
Inventors:
DAVIID W. DEAMER
AJIT J. KOSHY
MARK N. IVERSON
MILTON E. FULLER
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page: 5
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FA-46328-004-CA
CA Canada RBC 2251919 15-Apr-1997 Pending
SOL13 SOLID STATE FARMS, MAK Open
INC.
SMART SMART & BIGGAR TJR 61051-2998
Title: PROVIDING RADIO FREQUENCY SPECTRAL ANALYSIS FOR IN-VITRO OR IN-VIVO ENVIRONMENTS
Remarks: NATIONAL PHASE BASED UPON PCT/IB97/00719 FILED 4/15/97 AND USSN: 08/631,916 FILED 4/15/96.
CONFIRMED IN CA 10/30/98
FA-46328-004-EA
EA Eurasian Patent Convention RBC 199800924 13-Nov-1998 Pending
SOL13 SOLID STATE FARMS, MAK Open
INC.
RISTI RISTIC & RISTIC TJR INEA-1015-PC
Title: PROVIDING RADIO FREQUENCY SPECTRAL ANALYSIS FOR IN-VITRO OR IN-VIVO ENVIRONMENTS
Remarks: NATIONAL PHASE BASED UPON PCT/IB97/00719 FILED 4/15/97 AND USSN: 08/631,916 FILED 4/15/96.
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FA-46328-004-CA
CA
SOL13 PCT
SMART
Inventors:
DAVID W. DEAMER
AJIT J. KOSHY
MARK N. IVERSON
MILTON E. FULLER
FA-46328-004-EA
EA
SOL13 PCT
RISTI
Inventors:
DAVID W. DEAMER
AJIT J. KOSHY
MARK N. IVERSON
MILTON E. FULLER
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page: 6
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FA-46328-AU
AU Australia RBC 63364/86 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 604651 02-Sep-1986 Open
INC.
CARTE CARTER SMITH & 3229JC:JH
BEADLE
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: NATL. PHASE OF PCT/US86/01776; FILE TO STORAGE 6/97
FA-46328-JP
JP Japan RBC 504813/1986 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, MAK 2751139 27-Feb-1998 Open
INC.
KUWA KUWABARA & WK-104-P
ASSOCIATES
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON USSN 774,150 & PCT/US86/01776. JP APPEAL NO. 8293/1995.
FA-46885-AU
AU Australia RBC 77430/91 17-Apr-1991 Granted
SOL13 SOLID STATE FARMS, 656722 01-Jun-1995 Open
INC.
CARTE CARTER SMITH & 11913
BEADLE
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
Remarks: FILE TO STORAGE 6/97
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FA-46328-AU
AU 02-Sep-2006
SOL13 PCT
CARTE
Inventors:
GARY S. FLETCHER, JR
MILTON E. FULLER
FA-46328-JP
JP 02-Sep-2006
SOL13 PCT
KUWA
Inventors:
MILTON E. FULLER
FA-46885-AU
AU 17-Apr-2011
SOL13 ORD
CARTE
Inventors:
BERRY V. CARONE
DAVID K. MCKINNEY
MILTON E. FULLER
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page: 7
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FA-46885-CA
CA Canada RBC 2081355 17-Apr-1991 Pending
SOL13 SOLID STATE FARMS, Open
INC.
RICHE RICHES, MCKENZIE & P124492
HERBERT
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
Remarks: FIRST YEAR ANNUITY PAID ON FILING
FA-46885-JP
JP Japan RBC 3-508043 17-Apr-1991 Pending
SOL13 SOLID STATE FARMS, Open
INC.
NAKA NAKAMURA XW-1369
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
FE-46328-003-EP
EP European Patent Office RBC 94925184.7 04-Aug-1994 Pending
SOL13 SOLID STATE FARMS, MAK Open
INC.
BROOK BROOKES & MARTIN
Title: APPARATUS AND METHOD FOR RADIO FREQUENCY SPECTROSCOPY USING SPECTRAL ANALYSIS
Remarks: BASED ON PCT/US94/08816.
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FA-46885-CA
CA
SOL13 ORD
RICHE
Inventors:
DAVID K. MCKINNEY
FA-46885-JP
JP
SOL13 ORD
NAKA
Inventors:
DAVID K. MCKINNEY
FE-46328-003-EP
EP
SOL13 ORD
BROOK
Inventors:
MILTON E. FULLER
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page: 8
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FK-46328-004-EP
EP European Patent Office RBC Unfiled
SOL13 SOLID STATE FARMS, MAK Open
INC.
BOULT BOULT WADE TENNANT
Title: PROVIDING RADIO FREQUENCY SPECTRAL ANALYSIS FOR IN-VITRO OR IN-VIVO ENVIRONMENT
Remarks: NOT FILED PER MAK (LACK OF CLIENT'S INSTRUCTIONS)
FE-46328-AT
AT Austria RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
FE-46328-BE
BE Belgium RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 25-Oct-1995 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FK-46328-004-EP
EP
SOL13 PCT
BOULT
Inventors:
DAVID W. DEAMER
AJIT J. KOSHY
MARK N. IVERSON
MILTON E. FULLER
FE-46328-AT
AT 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
FE-46328-BE
BE 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page: 9
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FE-46328-CH
CH Switzerland RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
FE-46328-DE
DE Fed. Republic of Germany RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 3650429 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776; EP #236434
FE-46328-EP
EP European Patent Office RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 25-Oct-1995 Open
INC.
BROOK BROOKES & MARTIN
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776; VALIDATE IN AT, BE, CH, DE, FR, GB, IT, LU, NL, SE FILE TO STORAGE 6/97
FE-46328-FR
FR France RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FE-46328-CH
CH 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
FE-46328-DE
DE 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
FE-46328-EP
EP 02-Sep-2006
SOL13 PCT
BROOK
Inventors:
MILTON EARL FULLER
FE-46328-FR
FR 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page 10
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FE-46328-GB
GB United Kingdom RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
FE-46328-IT
IT Italy RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
FE-46328-LU
LU Luxembourg RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
FE-46328-NL
NL Netherlands RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FE-46328-GB
GB 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
FE-46328-IT
IT 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
FE-46328-LU
LU 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
FE-46328-NL
NL 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
</TABLE>
<PAGE> 24
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page 11
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FE-46328-SE
SE Sweden RBC 86905585.5 02-Sep-1986 Granted
SOL13 SOLID STATE FARMS, 236434 Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: BASED ON PCT/US86/01776.
FE-46885-DE
DE Fed. Republic of Germany RBC 91908388.1 17-Apr-1991 Granted
SOL13 SOLID STATE FARMS, 0528840 12-Aug-1998 Open
INC.
BROOK BROOKES & MARTIN
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
FE-46885-EP
EP European Patent Office RBC 91908388.1 17-Apr-1991 Granted
SOL13 SOLID STATE FARMS, 0528840 12-Aug-1998 Open
INC.
BROOK BROOKES & MARTIN DB/FE-46885
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
Remarks: DESIGNATED AT, BE, CH, DE, DK, ES, FR, GB, GR, IT, LU, NL AND SE; PERFECTED IN CH/LI, DE, ES, FR GB AND IT
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FE-46328-SE
SE 02-Sep-2006
SOL13 ORD
Inventors:
MILTON EARL FULLER
FE-46885-DE
DE 17-Apr-2011
SOL13 EPC
BROOK
Inventors:
DAVID K. MCKINNEY
FE-46885-EP
EP 17-Apr-2011
SOL13 ORD
BROOK
Inventors:
BERRY V. CARONE
DAVID K. MCKINNEY
MILTON E. FULLER
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page 12
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FE-46885-ES
ES Spain RBC 91908388.1 17-Apr-1991 Granted
SOL13 SOLID STATE FARMS, 0528840 12-Aug-1998 Open
INC.
BROOK BROOKES & MARTIN
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
FE-46885-FR
FR France RBC 91908388.1 17-Apr-1991 Granted
SOL13 SOLID STATE FARMS, 0528840 12-Aug-1998 Open
INC.
BROOK BROOKES & MARTIN
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
FE-46885-GB
GB United Kingdom RBC 91908388.1 17-Apr-1991 Granted
SOL13 SOLID STATE FARMS, 0528840 12-Aug-1998 Open
INC.
BROOK BROOKES & MARTIN
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
FE-46885-IT
IT Italy RBC 91908388.1 17-Apr-1991 Granted
SOL13 SOLID STATE FARMS, 0528840 12-Aug-1998 Open
INC.
BROOK BROOKES & MARTIN
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FE-46885-ES
ES 17-Apr-2011
SOL13 EPC
BROOK
Inventors:
DAVID K. MCKINNEY
FE-46885-FR
FR 17-Apr-2011
SOL13 EPC
BROOK
Inventors:
DAVID K. MCKINNEY
FE-46885-GB
GB 17-Apr-2011
SOL13 EPC
BROOK
Inventors:
DAVID K. MCKINNEY
FE-46885-IT
IT 17-Apr-2011
SOL13 EPC
BROOK
Inventors:
DAVID K. MCKINNEY
</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page 13
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FE-46885-SE
SE Sweden RBC 91908388.1 17-Apr-1991 Granted
SOL13 SOLID STATE FARMS, 0528840 12-Aug-1998 Open
INC.
BROOK BROOKES & MARTIN
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
FP-46328-003-PC
WO Patent Cooperation Treaty RBC US94/08816 04-Aug-1994 Closed
SOL13 SOLID STATE FARMS, MAK Open
INC.
Title: APPARATUS AND METHOD FOR RADIO FREQUENCY SPECTROSCOPY USING SPECTRAL ANALYSIS
Remarks: FILE TO STORAGE 6/97
FP-46328-004-PC
WO Patent Cooperation Treaty RBC IB97/00719 15-Apr-1997 Closed
SOL13 SOLID STATE FARMS, MAK Open
INC.
Title: IMPROVING RADIO FREQUENCY SPECTRAL ANALYSIS FOR IN-VITRO OR IN-VIVO ENVIRONMENTS
Remarks: BASED ON USSN 08/631916 FILED 4/15/96
Designating: EA, EP, AU, CA, JP, KR
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FE-46885-SE
SE 17-Apr-2011
SOL13 EPC
BROOK
Inventors:
DAVID K. MCKINNEY
FP-46328-003-PC
WO
SOL13 ORD
Inventors:
MILTON E. FULLER
FP-46328-004-PC
WO
SOL13 ORD
Inventors:
AJIT J. KOSHY
DAVID W. DEAMER
MARK N. IVERSON
MILTON E. FULLER
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
====================================================================================================================================
Tuesday, February 16, 1999 Master List By Case Number Page 14
Case Number/Sub Case
Country/Country Name Application No Filing Date Status
Client/Client Name Patent/Reg. No Issue/Reg. Date Disclosure Status
Agent/Agent Name Atty(s) Publication No Publication Date Agent Reference No
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FP-46328-PC
WO Patent Cooperation Treaty RBC US86/01778 02-Sep-1986 Closed
SOL13 SOLID STATE FARMS, Open
INC.
Title: WAVE SHAPE CHEMICAL ANALYSIS APPARATUS AND METHOD
Remarks: SEE NATIONAL PHASE FILINGS; STORAGE 4/96
FP-46885-PC
WO Patent Cooperation Treaty RBC US91/02548 17-Apr-1991 Closed
SOL13 SOLID STATE FARMS, Open
INC.
Title: APPARATUS AND METHOD FOR SEDIMENTATION BASED BLOOD ANALYSIS
Remarks: NATL PHASE FILED IN AU, CA, EPC, JP; STORAGE 4/96
FP-54300-PC
WO Patent Cooperation Treaty RBC US94/01356 07-Feb-1994 Pending
SOL13 SOLID STATE FARMS, Open
INC.
Title: PERMITIVITY SPECTROSCOPY APPARATUS AND METHOD
Remarks: FILE TO STORAGE 7/97
<CAPTION>
================================================================================
Case Number/Sub Case
Country/Country Name Owner Next Renewal Date
Client/Client Name Case Type Class(s)
Agent/Agent Name Tarif First Use Date
- - --------------------------------------------------------------------------------
<S> <C> <C>
FP-46328-PC
WO
SOL13 ORD
Inventors:
MILTON EARL FULLER
FP-46885-PC
WO
SOL13 ORD
Inventors:
DAVID K. MCKINNEY
FP-54300-PC
WO
SOL13 ORD
Inventors:
JAMES M. MCKEE
</TABLE>
<PAGE> 1
BY-LAWS OF
Hamilton-May Corporation
ARTICLE I - OFFICES
The executive office of the corporation shall be located at 50 West
Liberty Street, Suite 880, Reno, Nevada 89501, or such other location as the
Board of Directors shall determine..
The Board of Directors (hereinafter referred to as the Board) shall
have the authority to change the principal executive office. The corporation may
have such other offices, either within or without the State of Nevada as the
Board may designate or as the business of the corporation may from time to time
require.
ARTICLE II - SHAREHOLDERS MEETINGS
1. PLACE OF MEETINGS
Meetings of shareholders shall be held at the principal executive office
of the corporation or at any other place designated by the Board or by consent,
in writing, of all persons entitled to vote thereat, given before or after the
meeting and filed with the Secretary.
2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the third Tuesday
of January each year, beginning with the year 2000, to be held at one o'clock
(1:00) p.m., for the purpose of electing directors and for the transaction of
such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
3. SPECIAL MEETINGS
Special meetings of the shareholders may be called at any time by the
Board of Directors, Chairman of the Board, President, a Vice President,
Secretary or by holders of shares entitled to cast not less than Fifty percent
(50%) of the votes at the meeting. Except as hereafter provided, notice shall be
given in the same manner as notice for an annual meeting. Upon receipt of a
mailed or personally delivered written request addressed to the Chairman of the
Board, President, Vice President or Secretary by any person (other than the
Board), entitled to call a special meeting of shareholders entitled to vote, a
notice that a meeting will be held at a time set by the Corporation, not less
than 10 nor more than 60 days after receipt of such request. The person entitled
to call the meeting may give the notice if the notice was not given within 20
days after receipt of the request for meeting.
4. NOTICE OF MEETING AND REPORTS
Notice of annual or special meetings shall be given in writing not less
than 10 nor more than 60 days before the date of the meeting, to shareholders
entitled to vote thereat by the Secretary or an Assistant Secretary or if there
be no such officer, or in the case of neglect or refusal, by any director or
shareholder. The notice or any reports shall be given personally or by mail or
other means of written communication shall be sent to the shareholder's address
appearing on the books of the corporation, or supplied to the corporation by the
shareholder for the purpose of notice. In the absence thereof, notice shall be
deemed to have been given if mailed to the principal executive office of the
corporation or published at least once in a newspaper of general circulation in
the county in which the principal executive office is located.
Notice of any meeting of shareholders shall specify the place, the day and
the hour of meeting, and (a) in case of a special meeting, the general nature of
the business to be transacted and no other business may be transacted, or (b) in
the case of an annual meeting, those matters which the directors at date of
mailing intend to present for action by the shareholders, other than the
ordinary business of electing a Board of Directors. At any meeting where
directors are to
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be elected, notice shall include the names of the nominees, if any, intended at
date of notice to be presented by current management for election.
Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication including
facsimile transmission. The officer giving such notice or report shall prepare
and file an affidavit or declaration of notice. It shall not be necessary to
give any notice of adjournment or of the business to be transacted at an
adjourned meeting other than by announcement at the meeting at which such
adjournment is taken; however, when a meeting is adjourned for 45 days or more,
notice of the adjourned meeting shall be given in the same manner as an original
meeting.
5. QUORUM
At any meeting of shareholders a majority of the outstanding shares
entitled to vote, represented in person or by proxy, shall constitute a quorum.
If less than said number of the outstanding shares are represented at a meeting,
a majority of the shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
6. VOTING
The shareholders entitled to notice of any meeting or to vote at any
meting shall be only the persons in whose names shares stand on the share
records of the corporation on the record date determined in accordance with
these by-laws.
If no record date is determined, (a) the record date for determining
shareholders entitled to notice of; or to vote at a meeting of shareholders
shall be at the close of business of the business day on which notice is given,
or if notice is waived, at the close of business on the business day on which
the meeting is held, (b) the record date for determining shareholders entitled
to give consent to corporate actions in writing without a meeting when no prior
action by the Board is necessary, shall be the day on which the first written
consent is given, and (c) the record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto, or the 60th day prior to the date of
such other action, whichever is later.
Every shareholder entitled to vote shall be entitled to one vote for each
share held, except for the election of directors. In an election for directors,
if a candidate's name has been placed in nomination prior to the voting and one
or more names has been placed in nomination prior to the voting, then every
shareholder entitled to vote may cumulate votes and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of shares which the shareholder is entitled to vote, or distribute the votes on
the same principle among as many candidates as the shareholder chooses. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected. Upon the demand of any shareholder made before
the voting begins, the election of directors shall be by ballot.
7. PROXIES
Every person entitled to vote shares may do so by one or more persons
authorized by proxy in writing executed by such shareholder and filed with the
Secretary prior to or at the time of the meeting.
Every proxy continues in full force and effect until revoked by the person
executing it prior to the vote pursuant thereto, provided however, that no proxy
shall be valid after the expiration of eleven (11) months from the date thereof
unless a longer duration of time is specifically provided in the proxy.
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8. WAIVERS AND CONSENTS
Actions taken at a meeting of shareholders however called and noticed,
where a quorum is present in person or by proxy, are as valid as if taken after
regular call and notice, provided that each person entitled to vote either
before or after the meeting signs a written waiver of notice or consent to the
holding of the meeting or an approval of the minutes thereof. All waivers,
consents and approvals shall be made part of the minutes of the meeting. Neither
the business to be conducted nor the purpose of any regular or special meeting
must be set forth in any waiver of notice. Attendance shall constitute a waiver
of notice unless objection is made.
9. ACTION WITHOUT MEETING
Any action which may be taken at an annual or special meeting of
shareholders may be taken without a meeting if, after notice of such action
without meeting is given in accordance with meeting notice herein, and a consent
in writing, setting forth the action taken or to be taken, is signed by the
shareholders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.
Unless the consents of all shareholders entitled to vote have been
received in writing, notice of any shareholder's approval of (a) indemnification
of an agent of the corporation, (b) the principal terms of a reorganization, or
(c) a plan of distribution as part of the winding up of a corporation, without a
meeting less than unanimous written consent, shall be given at least forty five
(45) days before the consummation of the action authorized by such approval.
A written consent may be revoked by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of the
corporation, but may not be revoked thereafter. Any such revocation is effective
upon its receipt by the Secretary of the corporation.
Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares of a personal representative of the
shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Subject to
the foregoing, such revocation is effective upon its receipt by the Secretary of
the corporation.
10. ORGANIZATION OF MEETINGS
The President, or in the absence of the President, any Vice President,
shall call the meeting of the shareholders to order and shall act as chairman of
the meeting. In the absence of the President and all of the vice Presidents,
shareholders shall appoint a chairman for such meting. The Secretary shall act
as secretary of all meetings of the shareholders, but in the absence of the
Secretary, the Chairman may appoint any person to act as Secretary of the
meeting.
The order of business at all meetings of the shareholders, shall be as
follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of the minutes of the preceding meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of directors.
7. Unfinished business.
8. New business as noticed.
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ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS
The business and affairs of the corporation shall be managed and its
corporate powers exercised by its Board of Directors. The directors shall in all
cases act as a board, and they may adopt such rules and regulations for the
conduct of their meetings and the management of the corporation as they may deem
proper, not inconsistent with these By-Laws, the Articles of Incorporation, the
Nevada law and any shareholders' agreement relating to any of the affairs of the
corporation so long as such agreements remain enforceable.
2. NUMBER AND TENURE
The number of directors of the corporation shall be no fewer than one (1),
nor more than seven, (7) with only One (1) sitting until such time as the Board
shall appoint the additional directors of the Board, which number shall be as
provided by such Board. Each director shall hold office until the next annual
meeting of shareholders and until the director's successor shall have been
elected and qualified. The number of directors may be changed only by an
amendment of the Articles of Incorporation or by a by-law adopted by the
shareholders amending this section in accordance with these by-laws. The
corporation acknowledges that there may be shareholder agreements among and
between the shareholders regarding the number and appointment of directors, and
to the extent such agreements are lawful, the corporation shall abide by and
honor those agreements.
Until such time as there is a meeting of the shareholders, regularly
called to appoint additional directors, the initial board of directors shall be
appointed by the incorporator. Such meeting of the shareholders may be called as
provided herein, at any time after the initial meeting of the Board of Directors
for the purpose of the organizational meeting.
3. EXECUTIVE COMMITTEE
The Board of Directors shall appoint an Executive Committee of Board
Members, which shall operate the day to day business, with all decisions of the
Executive Committee subject to a twenty-four hour waiting period while the
resolution, if any is reported to the full Board, and that in the event any
member of the Executive Committee or the Board shall request a full Board of
Directors vote on any matter before the Board, such vote will take place, either
by Consent, Telephone, or in person, with the majority ruling as to such matter.
Each of the Directors, whether on the Executive Committee or not shall have full
access to the books and records of the Company during normal business hours.
3. MEETINGS
Immediately following each annual meting of shareholders the Board shall
hold a regular meeting for the purpose of organization, and the transaction of
other business.
Regular or special meeting of the Board shall be held any place within or
without the State of Nevada which has been designated from time to time by the
Board. In the absence of such designation, regular meetings shall be held at the
principal executive office of the corporation. Call and notice of all regular
meetings of the Board are hereby dispensed with.
Special meetings of the Board for any purpose or purposes may be called at
any time by the Chairman, the President, any Vice-President, the Secretary, or
by any two directors.
Special meetings of the Board shall be held upon ten days' written notice
or seven days actual notice given personally by personal contact, by verified
telephone notice or by facsimile or telegraph verified to have been received.
If mailed, such notice shall be deemed to be made when deposited in the
United States mail addressed to the director at the director's address shown in
the records of the corporation, with postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to delivered when the telegram is
delivered to the telegraph company.
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The attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened. With three days prior notice received by the
corporation, directors may participate in a meeting using any communication
equipment, provided that all participants can hear each other, and it is
electronically possible to do so where the meeting is noticed to take place.
4. QUORUM and TELEPHONIC ATTENDANCE
A majority of the then authorized number of directors is a quorum for the
transaction of business, except to adjourn, Action taken by a majority of the
directors present at a meeting held at which a quorum is present is an act of
the Board of Directors unless a greater number is required by law or the
Articles of Incorporation. A meeting at which a quorum is initially present may
continue to transact business despite the withdrawal of directors if any action
taken is approved by at least a majority of the required quorum for such
meeting. For purposes of having a quorum, and at the request of any Board
Member, attendance may be by telephone, or by granting to any other current
member of the Board, the right to vote on any matter where the matter and
question before the Board is received in writing by the Board Members.
5. VACANCIES IN THE BOARD OF DIRECTORS
A director may resign effective upon giving written notice to the
Chairman, the President, the Secretary or the Board, unless the notice specifies
a later time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take office when the
resignation becomes effective.
Vacancies, except those existing as a result of a removal of a director,
may be filled by a majority of the remaining directors, and each director so
elected shall hold office until the next annual meeting and until such
director's successor has been elected and qualified.
A vacancy shall be deemed to exist in case of the death, resignation, or
removal of any director, or when the authorized number of directors is increased
in accordance with these by-laws, or if the shareholders fail at any annual or
special meeting of shareholders at which any director or directors are elected,
to elect the full authorized number of directors to be voted for at that
meeting. The Board may declare vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony.
The shareholders may elect a director at any time to fill a vacancy not
filled by the directors. Any such election by written consent requires the
consent of a majority of the outstanding shares entitled to vote. A reduction of
the authorized number of directors shall not cause the removal of any director
prior to the expiration of the director's term of office.
Any increase or decrease of the number of directors shall be made only
with the vote of Seventy five percent of the shareholder votes, voting at the
shareholder meeting noticed for that purpose.
6. REMOVAL WITHOUT CAUSE
Directors may be removed without cause if the removal is approved by a
majority of all the outstanding shares entitled to vote. The remaining directors
may elect a successor to complete the unexpired term of the director so removed.
7. WAIVER OF NOTICE
Action taken at a meeting of the Board, however called and noticed or
wherever held, are as valid as though taken at a meeting duly held after regular
call and notice if a quorum be present and if, either before or after the
meeting, each of the directors not present signs a written waiver of notice, a
consent to holding such meeting, or an approval of the minutes thereof. All such
waivers, consents, or approvals shall be filed with the minutes of the meeting.
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8. ADJOURNMENT
A majority of the directors present, whether or not a quorum is present,
may adjourn any director's meeting to another time and place. Notice of the time
and place of holding an adjourned meeting need not be given to absent directors
if the time and place be fixed at the meeting adjourned, except if the meeting
is adjourned for more than 48 hours. In such case, notice of any adjournment to
another time or place shall be given prior to the time of the adjourned meeting
to the directors who were not present at the time of the adjournment.
9. COMPENSATION
No specific compensation shall be paid to directors, as such, for their
services. A fixed sum for expenses for actual attendance at each regular or
special meeting of the Board shall be authorized. Nothing herein contained shall
be construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
10. ACTION TAKEN WITHOUT MEETING
Any action required or permitted to be taken by the Board may be taken
without a meeting if all members of the Board shall individually or collectively
consent in writing to such action. The consent or consents shall have the same
effect as a unanimous vote of the Board and shall be filed with the minutes of
the proceedings of the Board.
11. COMMITTEES
Committees of the Board consisting of two or more directors, or a director
and any other person, may be appointed by resolution passed by a majority of the
Board. Committees shall have such powers as shall be expressly delegated to them
by resolution of the Board, except those power expressly made non-delegable by
Law.
ARTICLE IV - OFFICERS
1. OFFICERS
The officers of the corporation shall be a president, a vice president, a
secretary and a chief financial officer. A chairman of the Board, more vice
presidents and assistant officers as may be deemed necessary, may be elected or
appointed by the directors. A person may hold more than one office, and one
person may hold all offices and may execute, acknowledge or verify an instrument
in more than one capacity where two or more officers are required.
2. ELECTION AND TERM OF OFFICE
The officers of the corporation shall be elected at the first meeting of
the directors. Each officer shall hold office until a successor is elected and
qualified or until death, resignation or removal in accordance with any
employment policies of the corporation.
3. REMOVAL
Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in their judgment the best interests of the corporation would
be served thereby, but such removal shall be in accordance with any employee
policies of the corporation and without prejudice to the contract rights, if
any, of the person so removed, unless such removal is with good cause shown.
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4. RESIGNATION
Any officer may resign at any time upon written notice given to the Board,
the President, or the Secretary. A resignation shall take effect on the day of
receipt or any other time specified in the notice. Acceptance of a resignation
shall not be necessary to make it effective.
5. CHAIRMAN OF THE BOARD
The Chairman of the Board, if there shall be one, shall preside at all
meetings of the Board and exercise and perform such other powers and duties as
may be authorized from time to time by the Board.
6. PRESIDENT
The President shall be the chief executive officer of the corporation and
shall, subject to the control of the Board, have general supervision, direction
and control of the business and officers of the corporation. The President shall
preside at all meetings of the shareholders and in the absence of the Chairman,
or if there be none, at all meetings of the Board. The President shall be ex
officio member of all the standing committees, including the executive
committee, if any, and shall have the general powers and duties of management
usually vested in the office of President of the corporation, and shall have
such other powers and duties as may be prescribed by the Board or by the
By-Laws.
7. VICE PRESIDENT
In the absence or disability of the President, the Vice President, in
order of their rank as fixed by the Board, or if not ranked, the Vice President
designated by the Board, shall have all the powers of, and be subject to all the
restrictions upon the President. The Vice President shall have such other powers
and perform such other duties as from time to time may be prescribed for them
respectively by the Board or by the By-Laws.
8. SECRETARY
The Secretary shall keep, or cause to be kept, a book of minutes at the
principal executive office or such other place as the Boardmay designate. The
book of minutes shall include minutes of all meetings of directors and
shareholders with the time and place of holding, whether regular or special, how
authorized, the notice thereof given, the names of those present at directors
meetings, and the number of shares present or represented at shareholders'
meetings.
The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent, if any, a share
register, or duplicate share register, showing the names of the shareholders and
their addresses, the number and classes of shares held by each, the number and
date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and directors required by the By-Laws or by law, and shall
keep the seal of the corporation in safe custody, and shall have such other
powers and perform such other duties as may be prescribed by the Board or by the
By-Laws.
9. CHIEF FINANCIAL OFFICER
The Treasurer is the chief financial officer and shall keep and maintain,
or cause to be kept and maintained in accordance with generally accepted
accounting principles, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, earnings (or
surplus) and shares. The books of account shall at all reasonable times be open
to inspection by any director.
The Treasurer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the Board. The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, shall render to the President and Directors, whenever they
request it, an account of all
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transactions and of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board or by the By-Laws.
10. COMPENSATION OF THE OFFICERS
The salaries of the officers shall be fixed, from time to time, by the
Board. Such salaries shall be in accordance with the personnel policies of the
corporation.
11. LIMITATION OF LIABILITY
The Officers, Directors and Shareholders are limited from personal
liability for their acts or failures to act as set forth in the Articles of
Incorporation. This limitation of liability will be urged by the Officers of the
corporation to the extent the same is allowed by Law, and the Officers are not
authorized to waive such limitations without the vote of all shareholders of the
corporation.
ARTICLE V - CORPORATE RECORDS AND REPORTS
1. RECORDS
The corporation shall maintain adequate and correct accounts, books, and
records of its business and properties in accordance with generally accepted
accounting principles. All of such books, records and accounts shall be kept at
its principal executive office.
The original or a copy of these By-Laws, as amended to date, certified by
the Secretary, shall be kept at the corporation's principal executive office.
2. INSPECTION BY SHAREHOLDERS
The share register, accounting books and records and minutes of
proceedings of the shareholders, the Board and committees of the Board shall be
open to inspection and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to such holder's interest as a
shareholder or holder of a voting trust certificate.
Shareholders shall also have the right to inspect the original or
certified copy of these By-Laws, as amended to date, kept at the corporation's
principal executive office, at all reasonable times during business hours.
If any record subject to inspection pursuant to this chapter is not
maintained in written form, a request for inspection is not complied with unless
and until the corporation at its expense makes such record available in written
form.
3. INSPECTION BY DIRECTORS
Each director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation and also all of its subsidiary
corporations. Inspection by a director may be made in person or by agent or by
attorney and includes the right to copy and obtain extracts.
4. WAIVER OF ANNUAL REPORT
The annual report to shareholders is hereby expressly waived until further
request by the board for such is made. The corporation will engage competent
accountants for the purpose of preparation of annual reports and audited
financial statements upon the request for same by any two members of the board.
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5. CONTRACTS ON BEHALF OF THE CORPORATION
The Board of Directors, except as otherwise provided in the By-Laws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the corporation. Such
authority may be general or confined to specific instances. Unless so authorized
by the Board, and except for transactions by the officers in the ordinary course
of business, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement, or to pledge its credit, or
to render it liable for any purpose or to any amount.
6. CHECKS AND DRAFTS
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the corporation,
shall be signed or endorsed by such person(s) and in such manner as shall be
determined from time to time by the Board. The President is authorized to open
bank accounts at the Bank of America, or such other banks which are insured by
the United States Government.
ARTICLE VI - SHARES
1. CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be in such form
as shall be determined by the Board. Certificates shall be signed by the
President and by the Secretary or by such other officers authorized by law and
by the Board. They shall state the name of the record holder of the shares
represented thereby, or may be in the form of bearer shares, at the request of
the last owner thereof, until such time as the owner shall request that he or
she be shown as the record holder, with the total authorized issue, the number
of shares represented by the particular certificate, the designation, if any,
and class or series of shares represented thereby, and any statement or legend
required by the Nevada Corporations Laws. All certificates for shares shall be
consecutively numbered and issued in consecutive order with the date of issuance
entered thereon.
Any or all the signatures on the certificates may be made by facsimile
provided that they are countersigned by a transfer agent or transfer clerk and
registered by an incorporated bank or trust company, either domestic or foreign,
as registrar of transfers. Any and all legends and restrictions required by law
or agreement shall be contained on the certificates.
2. TRANSFER ON THE BOOKS
Upon surrender to the Secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its share register. Such
transfer on the books shall be without representation by the corporation as to
the validity of such transfer or assignment as the same may be limited or
prohibited by law including the Commissioner of Corporations or Securities and
Exchange Commission.
3. LOST OR DESTROYED CERTIFICATES
Any person claiming a share certificate to be lost or destroyed shall make
an affidavit or affirmation of that fact and shall, if the Board so require,
give the corporation a bond of indemnity, in form and with one or more sureties
satisfactory to the Board, in at least triple the value of the shares
represented by the lost certificate, whereupon a new certificate may be issued
in the same tenor and for the same number of shares as the one alleged to be
lost or destroyed. Any share which is in the name of the Bearer shall not be
entitled to replacement for lost or stolen certificates, unless, at the
discretion of the Corporation, such loss recognized and new shares are allowed.
The replacement of any such lost shares is completely within the unfettered
discretion of the Corporation, with such conditions and restrictions as the
Board may require.
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4. RECORD DATE AND CLOSING OF TRANSFER BOOKS
The Board may fix in advance a record date for the determination for the
shareholders entitled to notice of and to vote at any meeting of shareholders,
or entitled to receive payment of any dividend or distribution, or any allotment
of rights, or to exercise rights in respect to any other lawful action. The
record date so fixed shall not be more than sixty (60) nor less than ten (10)
days prior to the date of the meeting or event for the purpose for which it is
fixed. When a record date is fixed, only shareholders of record on that date are
entitled to notice of and to vote at the meeting, or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after the record date. The Board may close the books of the corporation against
transfers of shares during the whole or any part of a period of not more than
sixty (60) days prior to the date of a shareholders' meeting, or the date when
the right to any dividend, distribution, or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.
ARTICLE VII - MISCELLANEOUS
1. INDEMNIFICATION
The corporation shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any proceeding by reason of the
fact that such person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts, actually and reasonably
incurred in connection with such proceeding if the person acted in good faith,
reasonably believing the acts to be in the best interests of the corporation,
and acted having no reason to believe the conduct unlawful. The corporation
shall advance the expenses reasonably expected to be incurred by such agent in
defending any such proceeding upon receipt of the undertaking required by
applicable law.
2. CONSTRUCTION, DEFINITIONS AND REFERENCES
The general provisions, rules of construction and definitions contained in
the General Provisions of the Corporations Law of the State of Nevada shall
govern the construction of these By-Laws, unless the context requires otherwise.
3. CORPORATE SEAL
The Board shall provide a corporate seal which shall be circular in form
and shall have inscribed thereon the name of the corporation, the state of
incorporation, the date of incorporation and the words "Corporate Seal" or
"incorporated".
ARTICLE VIII - AMENDMENTS
By-Laws may be adopted, amended or repealed either by affirmative vote of
Seventy-Five Percent (75%) of the outstanding shares entitled to vote or by the
Board. Each adopted, amended and repealed By-Law shall be inserted at the
appropriate place in the original or certified copy of the By--Laws kept at the
principal executive office of the corporation and the date of such adoption,
amendment and repeal shall be noted therein.
CERTIFICATION OF THE ADOPTION OF THE BY-LAWS
The undersigned, the incorporator of the corporation, hereby certifies
that the foregoing is a true and correct copy of the By-Laws of the corporation
adopted as of June 30, 1999 by the Initial Director of the corporation.
Dated /s/ Nardo Zaias
---------------------------------
By-Laws of Hamilton-May Corporation. Page 10
<PAGE> 11
MINUTES OF ORGANIZATIONAL MEETING
OF THE
BOARD OF DIRECTORS,
Hamilton-May Corporation
A special meeting of the Board of Directors of Hamilton-May Corporation, a
Nevada Corporation was held on June 30, 1999.
Present were: Nardo Zaias, M.D. and Gregory F. Gilbert
Absent were: None.
The initial Director called the meeting to order for the initial meeting
of the Board of Directors, having been appointed by the Initial Board of
Directors Member, and acted as follows:
The Chairman called the meeting and announced that the meeting was held
pursuant to law as the Organizational Meeting of the Board of Directors.
1. It was then moved, seconded and resolved that the By-Laws being submitted to
the Corporation be adopted by the Board as the By-Laws of the Corporation, which
By-Laws were consistent with the Articles of Incorporation. It was further
moved, seconded and resolved that:
(i) That there shall be no less than one (1), nor more than seven
(7) members of the Board of Directors serving during the year.
(ii) That each Director shall have access to all financial records
of the company.
(iii) That in the event of a dispute between or among the Board of
Directors on a material matter of operational importance, such that no majority
can be obtained, such dispute shall be resolved by arbitration by person
selected by the Board, or if the Board is unable to select an arbitrator, any
Board Member shall have the right to petition the court for the appointment of
an arbitrator.
The subject of the pending license to Diabetex International Corp. was
discussed, and Mr. Gilbert reported that he wanted to have the Company execute
the form of license being circulated on or before June 30, 1999, in order to
facilitate the reorganization of Diabetex, AMSys, and AMTech.
That the License provides that Diabetex International Corp, or assigns,
shall receive an exclusive, world wide license to develop, manufacture and sell
all pumping systems owned by Gregory F. Gilbert and Nardo Zaias, commonly
referred to as the circular pump, for the field of use of Insulin, and that the
royalty rate range from 2.5% to
<PAGE> 12
6% depending upon the status of Gregory F. Gilbert with Diabetex, or one of its
subsidiaries, and that such license should be executed in counterparts, with
facsimile copies acting as originals when fully executed.
It was then moved, seconded and resolved that the President of the
Corporation, Nardo Zaias execute the License Agreement as submitted by Gregory
F. Gilbert, and that in order to accomplish this license, both Gregory F.
Gilbert and Nardo Zaias assign and transfer all rights, titles and interests in
and to their inventions related to circular movement pumping systems, to the
Company for the purpose of executing the license
There being no further business to come before the board, the meeting was
duly adjourned, and a tentative date selected for the next meeting.
June 30, 1999
/s/ Nardo Zaias
-----------------------------------
Nardo Zaias, Sole Director
Agreed as to Assignment:
/s/ Gregory F. Gilbert
- - -----------------------------------
Gregory F. Gilbert
<PAGE> 1
CONSULTING AGREEMENT
THIS AGREEMENT is made effective this 30th day of June, 1999 (the
"Effective Date") by and between Thomas T. Aoki, M.D., of 1021 El Sur Way,
Sacramento, CA 95825, (herein "Consultant") and Advanced Metabolic Technologies,
Inc., of Nevada, herein "The Company") who and which agree:
WITNESSETH THAT:
WHEREAS, The Company desires to obtain the consulting services of
Consultant as the chief medical officer and inventor of metabolic activation;
and,
WHEREAS, Consultant desires to be a consultant for The Company for a
specific period of time and under specific terms, as set forth in this
agreement;
WHEREAS, Consultant is the inventor and Licensor of technology commonly
referred to as hepatic activation, metabolic activation, or CIIIT, under
agreements with the Aoki Diabetes Research Institute ("ADRI") and AMSys, whereby
services of Consultant are donated to the ADRI, and the intellectual properties
of Consultant and ADRI are licensed to the Company;
NOW THEREFORE, IT IS AGREED:
1. Term of Agreement. This Agreement shall become effective upon the date
first above written (the "Effective Date"), and shall continue for a period of
Two (2) years. The agreement may be renewed by mutual consent for additional one
year terms with the consent of all parties hereto. Termination of this agreement
shall not affect all funds due or the payment thereof on time and as agreed,
which payment shall be paid in all events, as agreed herein, and without respect
to any performance or lack of performance under the terms hereof, including the
death, disability, or refusal to act as such.
2. Compensation. The Company shall pay Consultant a consulting fee equal
to ten thousand dollars per month for a minimum of twenty four months, with four
thousand dollars per month accrued each month and not paid until such time as
The Company shall have sufficient funds as determined by the company accountant
to enable the payment of such accrued salary without affecting the reserves of
the company to meet its obligations for a period of six months. The payment
hereof may be made in either funds or stock, and may be paid to Consultant, or
directly to the entity designated by Consultant, it being understood that under
prior agreement with Advanced Metabolic Systems, Inc., shares of stock or funds
will be paid to the ADRI until further notification by Consultant, at which time
funds for consulting will be paid directly to Consultant. If payment is made in
stock as opposed to funds, and such stock is restricted from public sale, the
valuation of such stock will be at a valuation of one-half the then current
average bid price for previous thirty day period.
Consulting Agreement, Page 1
<PAGE> 2
3. Consulting Services. Consultant shall provide such consultant services
for the development of intellectual properties, treatments, inventions and
extensions of treatments, to benefit The Company. Termination of these services
shall only be for good cause shown in the failure to provide consulting
services, and for good cause, no reduction of consulting payments shall be made.
4. Confidentiality. It is understood that some of the information provided
by the Parties hereto, or by the patients and customers of The Company or its
affiliates are confidential in nature. No information which is confidential in
nature shall be disclosed by either party to any other person or entity without
the prior written consent of the owning party. This provision does not preclude
the use of confidential information for the billing and reimbursement for
patents and clinical operations, and any and all intellectual properties shall
be and remain included in the prior license by Consultant to AMSys, which has
now been assigned to the Company with the expressed consent of Consultant.
5. Relationship of the Parties. Nothing contained in this agreement shall
authorize either party to act as the agent, partner or joint venturer of the
other. No party hereto has the power or right to bind any other party to any
agreement, to contract on behalf of any other party, or to make representations,
warranties or promises on behalf of the other party. It is expressly understood
that each party is responsible for their own employees, and shall make no claims
to the other for or in relation to work, vacation pay, sick leave, retirement
benefits, social security, workers compensation, disability, unemployment,
insurance benefits, employee benefits or any other claims of any kind.
7. Notices. Any notice or communication required or permitted to be given
by either party hereunder, shall be deemed sufficiently given, if mailed by
registered mail and addressed to the party to whom notice is given at their last
known address. Reasonable efforts shall be made to make certain that any notice
made under the terms of this agreement was actually received, such as by a
facsimile copy.
8. Entire Agreement. This Agreement represents the entire Agreement
between the parties in reference to the employment of Consultant for consulting
services, and this agreement may be altered or modified only by an instrument in
writing, signed by the party to be affected.
9. Further Documents and Filings. The parties agree that Consultant and
the Company shall execute such other and further documents as shall be
reasonably necessary to accomplish the purposes of this agreement.
10. General. This agreement shall be construed under the laws of
California, with all disputes being submitted to binding arbitration before an
agreed arbitrator, and if none can be agreed upon, by submission to the American
Arbitration Association, commercial disputes rules. The terms of this agreement
relating to confidentiality shall survive the termination of this agreement for
an additional 5 years after termination. Any waiver of one performance shall not
excuse additional failures to perform or act as a further or subsequent waiver
of any right. The parties agree that there exists conflicts of interests due to
the nature of the agreement, however the are no other authorized persons or
entities able to execute this agreement, and as such, the signatures hereon
contain persons who have such conflicts.
Consulting Agreement, Page 2
<PAGE> 3
Accordingly, all claims and defenses to this agreement based upon conflicts of
interest are waived.
This agreement may be executed in counterparts, and a facsimile copy shall
be considered an original agreement when properly executed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
Date first written above.
June 30, 1999
/s/ Thomas T. Aoki, M.D. Thomas T. Aoki, M.D.
- - ------------------------------
/s/ Thomas T. Aoki, M.D. Advanced Metabolic Technologies, Inc.
- - ------------------------------ Thomas T. Aoki, M.D.
Consulting Agreement, Page 3
<PAGE> 1
CONSULTING AGREEMENT
THIS AGREEMENT is made effective this 30th day of June, 1999 (the
"Effective Date") by and between Gregory F. Gilbert, 8776 Killdee, Orangevale,
CA (herein "Consultant") and Advanced Metabolic Technologies, Inc., of Nevada,
herein "The Company") who and which agree:
WITNESSETH THAT:
WHEREAS, The Company desires to obtain the consulting services of
Consultant as a business development and resource person on metabolic
activation; and,
WHEREAS, Consultant desires to be a consultant for The Company for a
specific period of time and under specific terms, as set forth in this
agreement;
NOW THEREFORE, IT IS AGREED:
1. Term of Agreement. This Agreement shall become effective upon the date
first above written (the "Effective Date"), and shall continue for a period of
Two (2) years. The agreement may be renewed by mutual consent for additional one
year terms with the consent of all parties hereto. Termination of this agreement
shall not affect all funds due or the payment thereof on time and as agreed,
which payment shall be paid in all events, as agreed herein, and without respect
to any performance or lack of performance under the terms hereof, including the
death, disability, or refusal to act as such.
2. Compensation. The Company shall pay Consultant a consulting fee equal
to one hundred thousand dollars per year, payable in monthly installments, for a
minimum of twenty four months, with three thousand five hundred dollars per
month accrued each month and not paid until such time as The Company shall have
sufficient funds as determined by the company accountant to enable the payment
of such accrued salary without affecting the reserves of the company to meet its
obligations for a period of six months.
3. Consulting Services. Consultant shall provide such consultant services
for the development of the business. Termination of these services shall only be
for good cause shown in the failure to provide consulting services, and for good
cause, no reduction of consulting payments shall be made.
4. Confidentiality. It is understood that some of the information provided
by the Parties hereto, or by the patients and customers of The Company or its
affiliates are confidential in nature. No information which is confidential in
nature shall be disclosed by either party to any other person or entity without
the prior written consent of the owning party. This provision does not preclude
the use of confidential information for the billing and reimbursement for
patents and clinical operations.
5. Relationship of the Parties. Nothing contained in this agreement shall
authorize either party to act as the agent, partner or joint venturer of the
other. No party hereto has the power or right to
Consulting Agreement, Page 1
<PAGE> 2
bind any other party to any agreement, to contract on behalf of any other party,
or to make representations, warranties or promises on behalf of the other party.
It is expressly understood that each party is responsible for their own
employees, and shall make no claims to the other for or in relation to work,
vacation pay, sick leave, retirement benefits, social security, workers
compensation, disability, unemployment, insurance benefits, employee benefits or
any other claims of any kind.
6. Notices. Any notice or communication required or permitted to be given
by either party hereunder, shall be deemed sufficiently given, if mailed by
registered mail and addressed to the party to whom notice is given at their last
known address. Reasonable efforts shall be made to make certain that any notice
made under the terms of this agreement was actually received, such as by a
facsimile copy.
7. Entire Agreement. This Agreement represents the entire Agreement
between the parties in reference to the employment of Consultant for consulting
services, and this agreement may be altered or modified only by an instrument in
writing, signed by the party to be affected.
8. Further Documents and Filings. The parties agree that Consultant and
the Company shall execute such other and further documents as shall be
reasonably necessary to accomplish the purposes of this agreement.
9. General. This agreement shall be construed under the laws of
California, with all disputes being submitted to binding arbitration before an
agreed arbitrator, and if none can be agreed upon, by submission to the American
Arbitration Association, commercial disputes rules. The terms of this agreement
relating to confidentiality shall survive the termination of this agreement for
an additional 5 years after termination. Any waiver of one performance shall not
excuse additional failures to perform or act as a further or subsequent waiver
of any right. The parties agree that there exists conflicts of interests due to
the nature of the agreement, however the are no other authorized persons or
entities able to execute this agreement, and as such, the signatures hereon
contain persons who have such conflicts. Accordingly, all claims and defenses to
this agreement based upon conflicts of interest are waived.
This agreement may be executed in counterparts, and a facsimile copy shall
be considered an original agreement when properly executed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
Date first written above.
June 30, 1999 /s/ Gregory F. Gilbert Gregory F. Gilbert, Consultant
-- ----------------------
/s/ Thomas T. Aoki, M.D. Advanced Metabolic Technologies. Inc
- - ------------------------------ Thomas T. Aoki, M.D.
Consulting Agreement, Page 2
<PAGE> 1
LICENSE AGREEMENT
AGREEMENT made this 30 day of June, 1999 between Hamilton-May Corporation,
("HamMay") a Nevada Corporation; Gregory F. Gilbert, ("Gilbert") an Individual;
Nardo Zaias, ("Zaias") an Individual and Diabetex International Corporation, a
Utah Corporation, ("Diabetex" or "Licensee").
WHEREAS:
The Parties hereto are aware of the activities of Advanced Metabolic
Systems, Inc., and wish to enter into an agreement for technology which is
believed to fill a specific need for equipment. Gregory F. Gilbert is currently
the CEO of AMSys, and Nardo Zaias, M.D. having helped to open a clinic in
Florida, with the special ability to open clinics in Florida and South America;
is currently the sole officer and director of Hamilton-May Corporation; and,
Gilbert and Zaias have been working together as a partnership under the
name "Hamilton-May Fluidics" without formal filing in any jurisdiction, and
together have taken their collective wisdom and experience to develop and invent
certain fluid pumping systems which are currently not being manufactured or used
by any entity or individuals, including Gilbert and Zaias; and,
Whereas the date of their invention is prior to 1992, but there has been
no sale or disclosure of their act to any entity or person other than in a
confidential setting; and,
Whereas Gilbert and Zaias desire to patent and develop for production a
pumping system which uses circular motion, and dual directional testing, and
which can be used with insulin to treat diabetes and other insulin requiring
therapies, including burns, and even certain anticipated non-diabetic
conditions, all of which require exacting but rapid infusion, for which the
basic systems are ideal; and,
Whereas Hamilton-May, Gilbert and Zaias desire to grant to Diabetex
International, or assigns, the worldwide exclusive right to use their systems,
in development, for the development, manufacture and sale of units delivering
insulin or a compound in conjunction with insulin;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, as well as other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties further
agree as follows:
I. DEFINITIONS
The following terms (except as otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Agreement shall have the
following respective meanings (it being understood that the terms defined in
this Agreement shall include in the singular number the plural, and in the
plural number the singular).
1.01 "Affiliate" shall mean any person, corporation or other entity which
either directly or indirectly controls a party to this Agreement, is
controlled by such party, or is under common control with such party. As
used herein, the term "control" means possession of the power to direct or
cause the direction of the management and policies of a corporation or
other entity, whether through the ownership of voting rights, or by
contract or otherwise, or the ownership of fifty-one percent of the equity
participation in such entity of any class of stock or interest.
License Agreement, Page 1
<PAGE> 2
1.02 "Agreement" shall mean this Agreement, including all exhibits and
schedules annexed to this Agreement.
1.03 "Licensees" shall mean Diabetex International Corp. and its assigns and
affiliates.
1.04 "Licensors" shall mean Hamilton-May, Gilbert, Zaias, and all those persons
working for same on Licensed Technology.
1.05 "Patents" shall mean the Patents and Applications for Patents,
improvements, technology, products and devices that are obtained by
Licensors, for which a patent may be pending or issued, and all foreign
counterparts and extensions thereof, whether now existing or hereinafter
conceived or acquired by or through Diabetex or its Affiliates, subject to
the limitations contained in this Agreement.
1.06 "Licensed Technology" shall mean the Patents and Applications for Patents,
described hereinabove, the improvements, technology, products, devices and
intellectual properties that are identified herein as circular pumping
systems with electronic and mechanical activation, alone, or coupled with
sensors for determination of fluids, both in the reservoir and in the
delivery line, using or labeled for insulin or insulin in connection with
other drugs delivery, and all foreign counterparts and extensions thereof,
as well as all other patents, know-how, inventions, ideas, methods,
processes, concepts, or intellectual properties, whether now existing or
hereinafter conceived or acquired by or through Hamilton-May, Gilbert,
Zaias, Diabetex, or its affiliates relating to, or using any part of, such
technology, subject only to the limitations contained in this Agreement.
1.07 "New Technology" shall mean all technology of every kind, including ideas,
concepts, know-how, inventions, methods, processes and intellectual
properties of any kind, which are NOT included in the Licensed Technology
but which are used to better or further the Licensed Technology.
1.08 "Products" means any and all products, devices, supplies, compounds,
fluids, drugs or consumables, manufactured, distributed or sold by or
through Diabetex or its Affiliates attached to or made for or in
conjunction with any products using the Licensed Technology.
1.09 "Territory" shall mean the whole world, whether or not a patent is issued,
as a trade secrete territory where no patent can be or is issued.
II. GRANT OF LICENSE
The following grant of rights shall apply for all Licensed Technology
which is subject to the terms of this Agreement, including both that technology
which currently exists, as well as that which is developed in the future
relating to Licensed Technology:
2.01 Licensed Technology. Licensors hereby grant and agrees to grant to
Licensees, and Licensees hereby accept, under the terms of this Agreement,
an exclusive license, even as to Hamilton-May, of the Licensed Technology,
with the right to grant approved sublicenses, and to use, manufacture,
develop, sell, market and distribute the Licensed Technology and products
relating thereto, in the Territory. The License shall include, but not be
limited to, all Products and devices presently known or in the future
conceived and developed by Licensors, as well as all improvements on the
existing or related devices and products, and shall be limited only as
contained in this Agreement.
License Agreement, Page 2
<PAGE> 3
4.02 Stock Participation. In consideration for the work previously completed by
Zaias, three hundred thousand shares of Diabetex shall be paid to Zaias,
or his order, to pay for certain previous activities.
4.03 Prototypes and Regulatory Affairs. The out of pocket costs of prototypes,
regulatory affairs and patent costs in obtaining needed approvals shall be
jointly obtained by Licensors and Licensees, with the costs of same not
reducing the monthly amount of Advance Royalties herein.
V. PRODUCT DEVELOPMENT
5.01 Product Development Cooperation. Hamilton-May shall offer to help Diabetex
use its best efforts in developing commercially viable products using and
extending License Technology, New Technology and new Patents. Licensors
shall provide all reasonable cooperation and coordination with Licensees
in the development, including the design, manufacture and marketing of
Products.
5.02 Manufacturing. Licensees shall have the right to manufacture, use, sell
and distribute products using the Licensed Technology, and Hamilton-May
shall disclose to Licensees all information concerning product development
which may aid or help Licensees to embody the technology in the best
modality, including the best features and attributes in its products. All
information which is related to, might aid, or tend to aid Licensees in
Product Development shall be disclosed to the agent of Licensees,
including, but not limited to proprietary engineering, design, clinical
and technical data, methods, know-how, concepts, ideas and intellectual
property and processes which is reasonably helpful for the production of
Products using Licensed Technology, whether presently in the knowledge or
possession of Licensors, and its employees, or which comes within the
knowledge and possession of Licensors, and its employees so long as
Licensees shall retain licenses in full force and effect. All such agents
receiving such information shall execute non-use and non-disclosure
agreements, and shall be subject to reasonable objection by Licensors as
to the propriety of such disclosure. When Licensees test or submit for
governmental approval any of its Products or product prototypes developed
using the Licensed Technology, Licensors shall fully cooperate with
Licensees and provide all available technical assistance in the testing,
designing, manufacturing, and governmental approval processes. All
information in the use of such properties shall be disclosed to Licensors
which will allow Licensors to jointly develop systems which are not
included in the use granted under this agreement.
5.03 Continued Use. Licensors reserve the right to engage in outside research
in the field of the Licensed Technology with respect to all aspects
thereof. Licensors shall, with the prior written approval of Licensees, be
entitled to grant a limited number of non-commercial educational or
research licenses to institutions engaged in research or consulting
activities which support Licensors. Licensors shall inform Licensees of
any such limited licenses, and Licensees shall be entitled to reasonably
object to any such license. Any and all such limited licenses shall be
preceded by a written non-disclosure and non-use confidentially agreement
acceptable to the corporate parties hereto.
5.04 Sales Following Ready Products. Licensees shall commercially sell Products
subject to this license after a commercially ready unit has been developed
and approved for sale in the United States and Canada within one year of
approval. As to Western Europe and Japan, sales shall commence within two
years of Untied States FDA approval or one year after regulatory approval
in such country, whichever is later. As to all other markets, a reasonable
time after regulatory approval in such markets, or one year after such
additional time as would be reasonable. If sales do not commence, then
Licensors shall have the right to give a notice so Licensees that it must,
within ninety (90) days of said notice, require sales to commence, or
Licensors may elect to terminate the
License Agreement, Page 4
<PAGE> 4
with a copy of all patent applications under strict confidentiality
agreement acceptable to the parties.
7.02 Infringement Actions.
7.02.1 The parties shall each promptly notify the other following the
discovery of any infringement of the Licensed Technology Patents
or unauthorized use of the Products, which may come to their
attention. Licensors shall promptly take all steps necessary to
obtain a discontinuance of the infringement and, if not
successful, Licensors shall bring suit against the infringer with
or without the consent of Licensees.
7.02.2 If Licensors fail to obtain a discontinuance of such
infringement, or unauthorized use and/or fails to bring an
infringement suit within 90 days of discovery of such
unauthorized use ("Initial Period"), then Licensors shall give
notice to the Licensees within 15 days following the Initial
Period, and Licensees may, but are not required to, obtain a
discontinuance of the alleged infringements or unauthorized use,
or bring an infringement suit. Any infringement suit brought by
Licensees shall be in the name of Licensors or Licensees, or
jointly in the name of both, as Licensees shall elect, or as may
be required by applicable law.
7.02.3 With respect to any suit for infringement of the Licensed
Technology, Patents or unauthorized use of the Products, the
party which did not institute suit shall render all reasonable
assistance to the party which did institute suit, including, but
not limited to, executing all documents as may be reasonably
required by the Party which did institute suit. In the event
Licensors do not institute suit, Licensees shall be entitled to
reimbursement from Licensors for all of its attorneys fees,
costs and expenses, including the expenses of any expert
witnesses that may be incurred, which Licensors shall pay by
Licensees deducting up to one half of the royalty due until
fully paid.
7.02.4 Infringement of Third Party Patent. Each party shall notify the
other promptly in the event of the receipt of notice of any
action, suit or claim alleging of infringement by the manufacture,
use or sale of Products, or of any patent or proprietary right
held or alleged to be held by a third party. The parties hereto
will cooperate in the defense of such claims, each bearing his or
its own costs.
7.02.5 Offset. In the event it is necessary in the reasonable judgment
of Licensees for them or either of them to make royalty or other
payments to a third party in order for Licensees to exercise or
continue to exercise any rights granted to Licensees pursuant to
the terms of this Agreement, in relation to the Licensed
Technology and Products, Licensees shall be entitled to offset
any amounts, up to one-half (1/2) of the total paid to any third
party from the amounts due or which may become due to Licensee
under this Agreement.
VIII. CONFIDENTIALITY
8.01 Mutual confidentiality. Licensees and Licensors realize that some
information received by one party from the other pursuant to this
Agreement shall be confidential. It is therefore agreed that any
information received by one party from the other, and clearly designated
in writing as "CONFIDENTIAL", or in any other manner which indicates its
confidential nature (hereinafter referred to as "Confidential
Information"), shall not be disclosed by the other party for purposes
other than those contemplated by this Agreement, and shall be kept within
a reasonably secure system for the retention and control of same.
Confidential Information includes, without limitation, information as to
any invention, formula, apparatus, equipment, trade secrets, research,
report and
License Agreement, Page 6
<PAGE> 5
license as to that geographic country or market. These provisions shall
not apply after such time as over twenty million dollars in sales shall
have taken place.
VI. INSPECTIONS
6.01 Inspection. Licensors shall have the right to inspect the premises of
Licensees as may be reasonably necessary to determine the general progress
of same toward a commercial product. Licensors shall conduct such
inspection only with fifteen (15) prior days notice, and at reasonable
business hours.
VII. REPRESENTATIONS AND WARRANTIES
6.02 Representations and Warranties. The parties hereto hereby represent the
following facts
6.02.1 The entity parties are corporations duly organized and validly
existing and in good standing under the laws of the State of
incorporation.
6.02.2 The entity parties currently have power and authority to enter
into and perform under the terms of the Initial Agreement and this
Agreement. A Board of Directors resolution approving the
execution, delivery and performance of this Agreement has been
signed.
6.02.3 The entities represent to the best of their knowledge, that they
are owners of all rights, titles and interests in and to the
Licensed Technology to grant the rights and licenses set forth
herein.
6.02.4 The entities represent that there are no known actions, suits, or
claims pending against them or their Affiliates, or any court
order before any governing body or agency with respect to the
Licensed Products, the Patents or matters relating to this
License, and that there are no known claims or threats of
litigation against the entities hereto.
6.02.5 The entities represent that no other person or entity presently
has any effective assignment, option, license or sublicense of the
Licensed Technology with respect to the manufacture, use, sale or
distribution of the Products.
6.02.6 The entities represent that to the best of their knowledge they
are in compliance with all governmental regulations, and has all
necessary permits to conduct operations with the exception of
governmental requirements for marking as required by the Food and
Drug Administration of each locality.
6.02.7 Survival of Representations, Agreements of Non-Disclosure. The
foregoing representations, together with the Non-Disclosure
provisions hereof shall survive the termination of this Agreement
for the maximum period of law allowed.
VII. PATENT PROSECUTION AND INFRINGEMENT OF LICENSED TECHNOLOGY
7.01 Prosecution. Licensors shall keep Licensees currently advised of all steps
taken or to be taken in the prosecution of all applications for patents,
improvements, continuation in part, or other patent office applications or
actions, related to the Licensed Technology. Licensees shall be
responsible for all reasonable fees and costs, including attorneys' fees
by attorneys acceptable to Licensees, relating to the filing of patent
applications and fees required for maintenance in the Territory. Any
Territory where Licensors fail or refuse to seek patent protection shall
allow Licensees to file for such protection under a direct invention or
work for hire patent. Any Territory where Licensees fail or refuse to pay
for the actual, reasonable patent costs shall allow Licensors to terminate
the license for such area after 90 days demand for payment. Licensors
shall provide the agent for Licensees
License Agreement, Page 5
<PAGE> 6
technical data, as well as information relating to business practices,
costs, users or purchasers of either party's services, research or
products. Confidential Information is intended to be given the widest and
most all encompassing possible definition allowed by law.
8.02 During the term of this Agreement, and for an additional period of fifteen
(15) years thereafter, each of the parties and their respective employees,
agents, directors, officers, Affiliates and sublicensees shall hold in
strict confidence all Confidential Information except to the extent that
such Information (i) is or becomes generally available to the public
through no fault of the receiving party; (ii) can be demonstrated in
writing to have been known by the receiving party at the time of its
disclosure by the other party or is independently developed after the date
of disclosure by the receiving party without the application or use of
Confidential Information, (iii) becomes known to the other party from a
source other than the disclosing other, without breach of this Agreement
by such party and with such other source having received the information
by lawful means and having the right to disclose such Confidential
Information, or (iv) is disclosed pursuant to a final, binding,
non-appealable order or requirement of court, administrative agency or
other body.
8.03 Each party agrees that it will use reasonable measures to implement the
provisions of this Article with its subparagraphs, including the
following: (i) limiting access of Confidential Information to employees or
contractors who have a need for such access for the purposes of this
Agreement, (ii) advising all persons having access to Confidential
Information of the obligations set forth herein; (iii) adopting and
maintaining appropriate measures to safeguard documents and other media
containing Confidential Information; (iv) returning to the originating
party, upon termination of this Agreement, all documents and copies
thereof which contain Confidential Information; and (v) in the event of
any breach of security relating to Confidential Information coming to its
attention, promptly notifying the other party and cooperating with such
party in seeking to minimize the effects of such breach.
IX. MISCELLANEOUS
9.01 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, wherein such Agreement is
made in the city of Reno, and wherein venue shall lie except as to all
questions of the enforcement of Patent or Intellectual Properties rights.
All questions concerning the construction or effect of any patent
applications or patents shall be decided in accordance with the laws of
the country or territory in question.
9.02 Arbitration of All Disputes. Any and all disputes which might arise
between the parties hereto, except as otherwise expressly provided for
herein, shall be submitted to binding arbitration in the city of Reno,
which arbitration shall be before a person or panel selected by the
parties, and if no agreement can be obtained on the appointment of such
person or panel, then any party may elect to submit the matter to binding
arbitration under the commercial rules of the American Arbitration
Association, with the prevailing party being entitled to receive all costs
of arbitration, but not including attorneys fees. Any arbitration shall be
final, binding, and not appealable, and judgment may be entered thereon in
the enforcement thereof.
9.03 Integration of Agreement. This Agreement constitutes the entire
understanding of the parties hereto, and supersedes any and all prior
agreements, commitments and understandings, whether oral or written,
between the parties hereto, and may not be modified, amended or
supplemented except by way of a writing signed by the duly authorized
representative of the party to be charged.
License Agreement, Page 7
<PAGE> 7
9.04 Assignment. This Assignment may not be assigned, and no sublicense or
other transfer made without the prior written permission of the Licensor
if by a Licensee, and by one Licensee if by Licensors. The withholding of
permission of assignment or sublicense shall not be unreasonably withheld.
It is expressly understood that Licensors may object to any assignment or
sublicense if the issue of "shelving" or non-use of said rights, if the
same is not reasonably addressed in such assignment or sublicense.
9.05 Notices. Any notice, formal request, instruction or other document
required to be given hereunder shall be given in writing by hand delivery,
or by posting by certified or registered mail, postage prepaid, and by
facsimile, receipt confirmed by personal contact of the noticed party, as
follows:
Gregory F. Gilbert
8776 Killdee, Suite 100
Orangevale, CA 95662
Fax Copy to: (916) 988-0267
With a second fax and hard paper copy (must be FedEx) to:
Nardo Zaias, M.D.
Address to be provided.
And to Diabetex International
Philip R. Blomquist, 2775 So. Main Street, Salt Lake City,
UT 84115.
And copies to: Floyd M. Ault, 509 Lake Havasu La, Boulder City, NV 89005
Nathan Drage, Esq. 6975 So. Union Park Center, Midvale, UT
84047
or to such other addresses as any party hereto may specify by written
formal notice to all parties.
9.06 Successors and Authorized Assigns. This Agreement shall be binding upon
and inure to the benefit of, the parties and their duly authorized and
permitted successors, legal representatives and assigns, provided the same
shall be verified in writing.
9.07 Severability. If and to the extent that any court or arbitration panel of
competent jurisdiction holds that any provision or part of this Agreement
shall be invalid or unenforceable, such holding shall in no way affect the
validity of the remainder of this Agreement, which shall be construed as
if such provision had been enforced, to the extent possible, and if not,
construed as if such provision were not part of this Agreement.
9.08 Independent Contracting Parties. The relationship of the parties under the
terms of this Agreement is that independent contracting parties, and no
partnership, joint venture, or other representative capacity is conferred
hereby. No party shall be authorized to act on behalf of, or shall be
deemed to be the agent of any other party, and no party may take any
action or act for, or on the account of any other party, or bind any other
party to any agreement, or waive any provision or term on behalf of any
other party without the written consent thereto.
9.09 Counterparts and Headings. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, and together shall make
one and the same document. Heading are inserted for convenience only and
shall not affect the meaning or interpretation of the paragraphs hereof.
License Agreement, Page 8
<PAGE> 8
9.10 Waivers. Any waiver of any term or condition of or obligation under this
Agreement must be set forth explicitly in writing referring to the
provision being waived, and signed by the waiving party. A waiver of any
party of any of the terms and conditions or obligations of the other party
under this Agreement in any instance shall not be deemed or construed to
act as a waiver of such term, condition or obligation for the future.
9.11 Further Assurances and Documents. Licensors and Licensees each agree on
behalf of themselves and their respective assigns and sublicensees to
produce or execute such other documents or memorandums of agreement which
may be reasonably necessary or desirable for the execution and
implementation of this Agreement and the consummation of the transactions
contemplated hereby, including but not limited to individual license
documents for each Licensed Technology or any future licenses or New
Technology which may be licensed to Licensees under the terms of this
Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
Hamilton-May Corporation
/s/ Nardo Zaias Pres
--------------------------------
By: Nardo Zaias, M.D., Pres.
/s/ Nardo Zaias M.D.
--------------------------------
Nardo Zaias, M.D., an Individual
/s/ Gregory F. Gilbert
--------------------------------
Gregory F. Gilbert, an Individual
/s/ Philip R. Blomquist
- - ------------------------------
Diabetex International Corp.
Please make initial share certificate in
name of Biophile USA, Inc.
/s/ Nardo Zaias
--------------------------------
Nardo Zaias
License Agreement, Page 9
<PAGE> 9
Resolution
DIABETEX INTERNATIONAL CORP
MINUTES OF THE BOARD OF DIRECTORS
A meeting of the Board of Directors of Diabetex International
Corp was held by waiver and consent on June 30, 1999, at the offices of the
Corporation. All parties were in attendance as required by law and consent and
resolved:
RESOLVED that the Corporation is hereby authorized to enter into a
License Agreement with Hamilton-May Corporation, Gregory F. Gilbert and
Nardo Zaias, M.D., involving, inter alia, the licensing of certain of the
Corporation's technology, and to consummate the transactions contemplated
in the Agreement, in accordance with the terms and conditions set forth in
the Agreement;
RESOLVED FURTHER that the proper officers of the Corporation be, and
each of them is authorized to execute and deliver on behalf of the
Corporation the Agreement and any and all accompanying documents,
schedules, and exhibits, together with any and all amendments, revisions
and modifications as such officer may approve;
UPON MOTION DULY MADE AND SECONDED, the meeting was adjourned.
/s/ Philip R. Blomquist
--------------------------------
Diabetex International Corp
License Agreement, Page 10
<PAGE> 10
UNANIMOUS CONSENT IN LIEU OF
SPECIAL MEETING OF THE BOARD OF DIRECTORS OF
DIABETEX INTERNATIONAL CORPORATION
The Undersigned, being all of the Directors of Diabetex International
Corporation, a Nevada corporation ("the Company"), hereby takes the following
action:
WHEREAS, the Company has acquired all of the shares of Advanced Metabolic
Technologies, Inc. from Advance Metabolic Systems, Inc. pursuant to an Agreement
and Plan of Reorganization; and
WHEREAS, the Agreement calls for the issuance of shares by the Company.
THEREFORE BE IT RESOLVED, that the Company issue 850,000 shares of
restricted common stock to Advanced Metabolic Systems, Inc.
Effective the 30th day of July, 1999.
/s/ Philip R. Blomquist
-------------------------------
Philip Blomquist
<PAGE> 1
United States Patent [19] [11] Patent Number: 4,826,810
Aoki [45] Date of Patent: May 2, 1989
- - --------------------------------------------------------------------------------
[54] SYSTEM AND METHOD FOR TREATING ANIMAL BODY TISSUES TO IMPROVE THE DIETARY
FUEL PROCESSING CAPABILITIES THEREOF
[76] Inventor: Thomas T. Aoki, 1021 El Sur Way, Sacramento, CA 95825
[21] Appl. No.: 27,852
[22] Filed: March 19, 1987
Related U.S. Aplication Data
[63] Continuation of Ser. No. 678,511, Dec. 10, 1984, abandoned, and a
continuation-in-part of Ser. No. 562,435, Dec. 6, 1983, abandoned.
[51] Int. Cl. ...................................................... A61K 37/26
[52] U.S. Cl. .................................................. 514/3; 604/151
[58] Field of Search .................................................... 514/3
[56] References Cited
U.S. PATENT DOCUMENTS
<TABLE>
<S> <C> <C> <C>
3,512,517 5/1970 Kadish et al. ............ 128/2
3,837,339 9/1974 Aisenberg et al. ......... 128/213
4,055,175 10/1977 Clemens et al. ........... 128/213
4,073,292 2/1978 Edelman .................. 128/214 E
4,077,405 3/1978 Haerten et al. ........... 128/214 F
4,151,845 5/1979 Clemens .................. 128/214 E
4,206,755 6/1980 Klein .................... 128/214 E
4,245,634 1/1981 Albisser et al. .......... 128/213 R
4,253,456 3/1981 Schindler et al. ......... 128/214 R
4,275,727 6/1981 Keeri-Szanto ............. 128/214 E
4,280,494 7/1981 Cosgrove et al. .......... 128/213 R
4,282,872 8/1981 Franetzki et al. ......... 128/212 R
4,340,458 7/1982 Lerner et al. ............ 204/195 R
4,366,033 12/1982 Richter et al. ........... 204/1 T
</TABLE>
OTHER PUBLICATIONS
Chemical Abstracts, vol. 92 13534m.
Chemical Abstracts, vol. 89 39926u (1978).
Diabetes, 31 (1) 46 (1/82).
J. Clin Invest., Hi837 (4/83).
"New Joslin Findings on Control", Dr. Aoki Directs Unique Study, Joslin Diabetes
Center Newsletter, Fall 1982, p. 1.
Primary Examiner - Frederick E. Waddell
Attorney, Agent or Firm - Townsend and Townsend
[57] ABSTRACT
A system and method for treating an animal subject having predetermined body
tissues characterized by abnormal or impaired dietary fuel processing
capabilities. A dietary fuel of preselected type and quantity is administered to
the subject to produce in the blood supply to these body tissues a substantially
elevated carbohydrate concentration during a time period following such
administration. During at least a portion of the time period of such elevated
carbohydrate concentration, insulin is injected into the subject in accordance
with a prearranged insulin concentration versus time function. This function is
independent of the magnitude of the carbohydrate concentration in the blood
stream, i.e. the carbohydrate concentration does not have to be measured since
it is not used to control the insulin injection. The insulin injection function
produces a rapid increase in the free insulin concentration in the blood supply
to the involved body tissues and is preferably a prearranged series of spaced
insulin pulses that produce a series of peaks in the free insulin concentration
in the blood supply to the target tissues and a continuously rising interpeak
value of free insulin concentration. The coincidence of the elevated
carbohydrate concentration and rapid increase in free insulin concentration
thereby produces a functional improvement in the dietary fuel processing
capabilities of the involved body tissues. A computer controlled insulin pumping
system functions under program control to provide the series of insulin pulses.
21 Claims, 2 Drawing Sheets
<PAGE> 2
4,826,810
3
FIG. 2 is an enlargement of Section A of FIG. 1.
FIG. 3 is an enlargement of Section C of FIG. 1.
FIG. 4 is a schematic block diagram of an external programmable insulin
pump programmed to deliver insulin according to the present invention.
FIG. 5 is a schematic block diagram of an implantable programmable insulin
pump programmed to deliver insulin according to the present invention.
DESCRIPTION
The present program of insulin concentration changes is directed to
coordinating elevated carbohydrate concentrations in body tissues, for example
due to the ingestion of a carbohydrate-containing meal or due to a
carbobohydrate (e.g., glucose) infusion, with the insulin concentrations
resulting from the program so that they may act together to activate and
maintain the body's fuel processing capabilities. In particular, the program is
designed to coordinate elevated liver and portal vein glucose concentrations
with the aforementioned insulin concentrations so as to achieve the dietary
carbohydrate processing system which, based on investigations into the enzymes
involved in the metabolism of glucose and the distribution of exogenous and
endogenous glucose in the metabolic system, is believed to be primarily in the
liver and to a lesser extent in muscle. Both the amount of insulin infused and
the duration of the administration of the insulin pulses are independent of
prevailing blood glucose levels.
Due to the binding of insulin to antibodies in persons who has received
insulin (e.g., insulin-taking diabetic subject), the concentration of insulin
which is available to interact so as to require fuel processing capabilities, in
particular to regulate blood glucose concentrations, is typically much lower
than the total concentration of insulin in the system. The concentration of
insulin which is so available is referred to as the "free" insulin
concentration.
The initial portion of the program is designed to activate the body's fuel
processing capabilities, in particular the dietary carbohydrates processing
system. In order to activate the system, the body's tissues, in particular the
liver (but including muscle), must see (i.e., be subject to) sharp changes in
the "free" insulin concentration as well as a gradual overall increase in the
interpeak "free" insulin concentration, at the same time that the concentration
of glucose in the liver and portal vein is high, e.g., after ingestion of a
carbohydrate-containing meal or after an infusion of carbohydrates. Section A of
FIG. 1 and FIG. 2 show the necessary pattern of "free" insulin concentrations.
The combination of these three factors, i.e., rapid changes in "free" insulin
concentration superimposed over a gradually increasing "free" insulin
concentration in the presence of a high intra-liver or portal vein glucose
concentration, will cause the liver (and to a lesser extent muscle) to
synthesize and activate the enzymes responsible for metabolizing glucose.
After the system is activated, it may be maintained by administering
time-varying quantities of insulin to produce a "free" insulin concentration
which oscillates near or about the baseline concentration, i.e., that
concentration of insulin which existed prior to administering the initial
portion of the program. Section C of FIG. 1 and FIG. 3 show the oscillating
"free" insulin concentrations.
The time-varying quantities of insulin are preferably pulses of insulin,
i.e., injections or infusions which start
4
and stop within a short period of time (on the order of seconds). However, any
time-varying quantities which produce the necessary pattern of "free" insulin
concentration may be used.
The administration of a primary series of pulses of insulin spaced closely
enough such that the effect of one pulse (i.e., a "free" insulin concentration
peak) has not been completely dissipated before the next pulse is administered
will result in the necessary sharp changes in "free" insulin concentration over
an increasing interpeak insulin concentration. Referring to FIGS. 1 and 2, a
carbohydrate-containing meal is ingested or a carbohydrate infusion is initiated
at D, or time =0, when the "free" insulin concentration is X. X represents the
concentration of "free" insulin present in the patient's system prior to the
administration of the insulin pulses of the primary series, and is herein
referred to as the baseline concentration. For example, in a diabetic patient X
would be the lowest "free" insulin concentration in the patient's system
following the last insulin injection of a typical treatment program. Typical
baseline "free" insulin concentrations are from 5 to 15 micro-Units of insulin
per milliliter of serum ((micro)U/ml).
Coincident with or shortly following the establishment of an elevated
carbohydrate concentration, the first pulse of the primary series of the present
insulin delivery program is administered, which will result in peak E. The pulse
is an amount of insulin sufficient to cause the peak "free" insulin
concentration in the blood to reach from 50 to 3000 (micro)U/ml, preferably 100
to 2000 (micro)U/ml. When the "free" insulin concentration decreases by about
90% to Y (i.e., to about 10% over the "free" insulin concentration at the time
of administering the first pulse) the second pulse of the primary series is
administered, which will result in peak F. When the "free" insulin concentration
again decreases by about 90% to Z, or to about 10% over the "free" insulin
concentration at the time of administering the second pulse, the next pulse of
the primary series is administrated, which will result in peak G. Repetition of
this process will result in the increasing interpeak "free" insulin
concentration denoted by line H. In the primary series of insulin pulses the
amount of insulin injecter per pulse may be constant or may vary provided the
peak "free" insulin concentration achieved after each pulse is from 50 to 3000
(micro)U/ml, preferably 100 to 2000 (micro)U/ml. The interpulse duration also
may be constant or may vary, provided the next subsequent pulse is administered
before the insulin concentration resulting from the previous pulse has returned
to that concentration which existed prior to administering the previous pulse,
so that the interpeak "free" insulin concentration increases by 10 to 500
(micro)U/ml from one pulse to the next. The duration of the primary series
administered with each meal or carbohydrate infusion does not exceed three hours
and generally falls within the range of about 6 to 180 minutes. Particularly
effective results have been obtained with a series of 10 pulses, administered
six minutes apart, over an interval of 56 minutes. Since it is desirable to
administer the least amount of insulin consistent with activation of dietary
fuel processing system, and since the amount of insulin required to activate a
system will vary from patient to patient or even from day to day in the same
patient, a rigid length or duration cannot be assigned to the primary series.
After completion of the pre-determined primary insulin
pulses--carbohydrate meal/infusion sequence, pulse administration is suspended
to allow the "free" insulin
<PAGE> 3
4,826,810
5
concentration to return to the baseline concentration, as shown in Section B of
FIG. 1.
When the free insulin concentration is at or near the baseline
concentration, a secondary series of smaller insulin pulses is administered to
produce a concentration of "free" insulin which oscillates about or near the
baseline concentration, as shown by curve J in Section C of FIG. 1 and in FIG.
3. The pulses of insulin of the secondary series are of an amount sufficient to
result in peak "free" insulin concentration of 10-300 (micro)U/ml. The pulses
(single or paried) are spaced so as to maintain a relatively constant interpeak
"free" insulin concentration of 5 to 15 (micro)U/ml between discrete pulses or
pulse pairs. That is, the effects of one pulse (or pair of pulses) are allowed
to dissipate before the next pulse (or pulse pair) is administered.
Administration of this secondary series will (1) together with the primary
series, maintain in an active state the body's fuel processing capabilities, in
particular the dietary carbohydrate processing system, and (2) permit cycling of
hepatic glucose output and hepatic glucose uptake in the period between
carbohydrate ingestions or infusions. That is, as the "free" insulin
concentration increases above the baseline the glucose-producing function of the
activated liver is inhibited and the liver will take up glucose; as the "free"
insulin concentration falls towards or below the baseline the activated liver
will produce and release glucose.
Once the fuel processing system has been activated and maintained for a
period of time (from one to four days) by the primary and secondary series of
the insulin infusion program, it is enabled to function in a normal manner. In
diabetic patients, repetitive administration of the primary and secondary series
over this period enables the liver (and muscle) to function normally to
autoregulate body glucose concentrations. While in insulin-dependent diabetic
patient a permanent cessation of insulin injections or infusions is not
possible, it is anticipated that once the program has been administered for
about one to four days the activated dietary fuel processing system would only
require a "tune-up" every seven to 30 or more days. Between "tune-ups" the
diabetic subject would be returned to a standard conventional therapy (e.g.,
subcutaneous insulin, oral hypoglycemic agents, diet) in order to maintain basic
levels of insulin in the metabolic system. However, with an activated fuel
processing system coupled to standard conventional therapy, the diabetic subject
would be less subject to wide fluctuations in blood sugar levels and would need
a less restrictive American Diabetes Association diet. Alternatively, the system
may be maintained indefinitely by administering the primary series with meals
and the secondary series during the night-time.
An insulin infusion program which conforms to the present invention would
involve, for example, administering a primary series of insulin pulses (e.g.,
intravascularly (including the portal vein), intraperitoneally, or
subcutaneously) immediately following the ingestion of a mixed meal containing
10-100 g of dietary carbohydrate of alternatively 10-100 g of glucose or its
equivalent (e.g., Sustacal), or the infusion of an equivalent synthetic
combination of fuels. The pulses of the primary series, administered every six
to thirty minutes over a 6 to 180 minute period, may be of equal or variable
amounts with the average amount of the pulses being between 0.01-0.05 Units of
insulin per kilogram of body weight (U/kg), and preferably 0.02 to 0.04 U/kg.
6
As previously stated, it is desired to use the least amount of insulin required
to obtain the desired therapeutic effect. These pulses will produce a
corresponding series of peaks in the "free" insulin concentration having a peak
amplitude of 50-3000 (micro)U/ml, preferably 100-2000 (micro)U/ml, in arterial
blood or in arterialized venous blood at six to thirty minute intervals.
Coincident with these "free" insulin peaks the interpak "free" insulin
concentration will increase by 10-500 (micro)U/ml at siz to thirty minute
intervals, achieving a maximum interpeak "free" insulin concentration of 60-1000
(micro)U/ml at 6 to 180 minutes. Insulin administration is then suspended for an
amount of time (e.g., 90-120 minutes) sufficient to allow the "free" insulin
concentration to gradually return to the baseline "free" insulin concentration
of 5-15 (micro)U/ml. Following achievement of baseline "free" insulin
concentrations, equal or variable insulin pulses of an average amount between
0.001-0.02 U/kg are administered every two to ninety minutes in order to achieve
peak "free" insulin concentrations in arterial or arterialized venous blood of
10-300 (micro)U/ml with a periodicity of two to ninety minutes. This secondary
pulse format is continued during the entire period between carbohydrate
ingestions or infusions.
The described sequence is repeated with each meal or infusion. The meals
are ingested or the infusions are initiated frequently, e.g., from two to eight
times a day. Meals and infusions may be administered in any combination, e.g.,
exclusively meals, exclusively infusions, or meals alternating with infusions in
a regular or irregular pattern.
In 8 to 96 hours a significant improvement in the respiratory quotient and
carbohydrate oxidation rate should be observed following the ingestion of a
carbohydrate-containing meal or an equivalent carbohydrate infusion,
observations which are comparable to those seen in normal subjects following
ingestion of an equivalent carbohydrate-containing meal or initiation of a
comparable infusion.
The primary and secondary series of the described insulin delivery program
can be infused using a standard external programmable insulin pump, such as
shown schematically in FIG. 4. An external pump configuration would be
preferable for use in clinical situations, for example, on an out-patient
treatment basis (e.g., for "tune-ups"), for accidentally or surgically
traumatized patients, or to bring a patient's metabolic system under
microprocessor 12, pump section 14, and infusion catheter 16. Programmable
microprocessor 12 includes programming keyboard 18 and display 20, for example
an LCD or LED display. Pump section 14 includes pump mechanism 22 and insulin
reservoir 24. Infusion catheter 16 extends from pump mechanism 22 and is
inserted into the patient to deliver insulin intravascularly (including the
portal vein), intraperitoneally, or subcutaneously. For example, in this
configuration programmable microprocessor 12 would be programmed (1) to deliver
the insulin pulses of the primary series every six to thirty minutes for 6 to
180 minutes, (2) to suspend insulin infusion for 90-120 minutes, and (3) to
deliver the smaller insulin pulses of the secondary series until the next
primary series is initiated. Initiation of the primary series can be
automatically controlled, e.g., programmed to coincide with pre-set carbohydrate
infusions, or can be manually controlled, e.g., by pressing the appropriate key
on keyboard 18 when a meal is ingested. Alternatively, microprocessor 12 can be
pro-
<PAGE> 4
4,826,810
7
grammed to deliver only the primary series (under either manual or automatic
control).
Glucose levels can be independently monitored using fingersticks,
venipuncture, or glucose sensors. A glucose sensor or analyzer could also be
incorporated into the external programmable pump and arranged so as to sound an
alarm when glucose levels reach certain pre-set limits as is known in the art,
for example, in artificial (beta)-cells. In this configuration, however, the
glucose sensor would not control the initiation or rate of insulin infusion, but
would at most be used to suspend insulin infusion if glucose levels reach a
pre-set lower limit. Simultaneously with the suspension of insulin infusion, an
alarm would alert the patient (or attendant); the insulin infusion program
(primary series) could then be manually restarted, if desired, along with the
administering of carbohydrates.
The described program can also be administered using a standard
implantable programmable insulin pump, such as shown schematically in FIG. 5.
The implantable pump configuration would be preferable for long-term self-care
by diabetic patients. Referring to FIG. 5, implantable pump assembly 26 includes
an external transmitter/receiver unit 28 and the implantable pump unit 30.
External transmitter/receiver unit 28 includes programmable microprocessor 32,
having programming keyboard 34 and display 36, for example, an LCD or LED
display, and telemetry units 38 which transmits control signals received from
microprocessor 32 to implantable unit 30 and transmits informational signals
received from implantable unit 30 to microprocessor 32. Implantable pump unit 30
includes power supply 40, programmable microprocessor 42, receiver/transmitter
44 which transmits informational signals received from microprocessor 42 to
external unit 28 and transmits control signals received from external unit 28 to
microprocessor 42, pump mechanism 46, and insulin reservoir 48. Infusion
catheter 50 extends from pump mechanism 46 and terminates intravascularly
(including the portal vein), intraperitoneally, or subsutaneously. Insulin
reservoir 48 can be refilled using syringe 52. Implantable pump unit 30 can be
initially programmed to administer the primary and secondary insulin series as
described for the external insulin pump configuration. Using external
transmitter/receiver unit 28, the insulin delivery pattern can then be initiated
and/or changed, for instance, to deliver only the primary series whenever
desired.
Glucose levels can be independently monitored as with the external pump
configuration using fingersticks, venipucture, or glucose sensors. Glucose
sensors may also be incorporated into the implantable insulin pump and arranged
so as to trasmit glucose levels to the external unit 28, as is well known in the
art. The external unit could merely sound an alarm when glucose levels reach a
pre-settable limit, or could be programmed to suspend insulin infusion (as with
the external pump configuration) and sound an alarm simultaneously. It is
important to note that in both the external and implantable configurations, the
glucose-level-triggered alarm is used primarily for informational purposes and
would not independently initiate insulin or glucose infusions.
It should also be noted that administering carbohydrates so as to induce
elevational levels sufficient to work in combination with the described
insulin-infusion pattern runs directly contrary to standard treatment regimens
for diabetic patients. Further, although the pulses are timed to coincide wih
the anticipated ele-
8
vated portal vein glucose concentration following the ingestion of
carbohydrate-containing meals or following the initiation of carbohydrate
infusions, the pattern of insulin infusion and the resulting insulin
concentrations of the present invention differ significantly from those which
occur in normal man and from those which occur in diabetic patients on a typical
treatment program.
The program of insulin infusion described can be used in diabetic subjects
for rapid and efficient primary activation of the fuel processing system, in
particular, the dietary carbohydrate processing system, or, for maintenance of
the system by the administration, immediately prior to or following the
ingestion of meals, of defined intravenous pulses of insulin of smaller
magnitude than that used for primary activation. This insulin delivery pattern
could also be effective in preserving and/or restoring fuel (e.g., glucose,
amino acids, lipids) processing capabilities of hepatic and other tissues (e.g.,
muscle) in both diabetic and non-diabetic subjects in acute care situations,
i.e., traumatized individuals (surgical patients, accident victims) or patients
on hyperalimentation.
Other embodiments are within the following claims. For example, the
interprandial (including night-time) "free" insulin concentration may be
maintained at or near the baseline level by substituting standard insulin
therapy for the secondary series, for example, using long-acting (NPH) insulin
or using continuous low-level insulin infusion, administering the primary series
of pulses with meals; and the priamry and/or secondary series could be
administered intravenously (including the portal vein), intraperitoneally, or
subcutaneously by using multiple oscillatory insulin injection regimens.
I claim:
1. A method for treating a human subject having predetermined body tissues
characterized by abnormal or impaired dietary fuel processing capability,
comprising:
(a) administering carbohydrate to said subject to produce in the blood
supply to said body tissues a substantially elevated carbohydrate
concentration during a time period following such administration;
and
(b) infusing insulin into said subject during at least a portion of said
time period in a prearranged series of pulses separated by
prearranged time periods, thereby producing in the blood supply to
said body tissues a series of peaks in the free insulin
concentration, said prearranged time periods selected to produce
successively increasing free insulin concentration minima between
said peaks.
2. The method of claim 1, wherein step (b) is carried out during a first
prearranged time period, and said method further comprises:
(c) infusing insulin into said subject during a second time period in a
series of pulses of lesser magnitude than the pulses during said
first time period to produce oscillations in the free insulin
concentration in the blood supply to said body tissues, said second
time period being delayed from said first time period by an amount
of time such that said free insulin concentration has returned to a
baseline level.
3. A method for treating a human subject having predetermined body tissues
with abnormal or impaired dietary fuel processing capability to produce a
functional improvement in such dietary fuel processing capability, comprising:
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4,826,810
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(a) infusing a first pulse of insulin into said subject at a prearranged
time period following ingestion of a normal to high carbohydrate
concentration meal to produce in the blood supply to said body
tissues a rapid increase in the free insulin concentration
coinciding with an elevated carbohydrate concentration but
independent of the magnitude of said carbohydrate concentration; and
(b) infusing a prearranged series of additional pulses of insulin into
said subject, each of said additional pulses being spaced in time
relative to said first pulse and to each other to produce a series
of peaks in said free insulin concentration in said blood supply
with successively increasing free insulin concentration minima
between peaks.
4. The method of claim 1 wherein said pulses of step (b) are administered
over a period of up to three hours.
5. The method of claim 1 wherein said pulses of step (b) are administered
over a period of 6 to 180 minutes.
6. The method of claim 2 wherein said pulses of step (c) are arranged to
produce oscillation in said free insulin concentration about a baseline
concentration and thereby maintain the dietary carbohydrate processing
capabilities of said subject's body tissues in an active state.
7. The method of claim 2 wherein step (c) is continued until step (a) is
repeated.
8. The method of any of claims 1, 2, 3, 4, 5, 6, or 7 wherein steps (a)
and (b) are coincident.
9. The method of any of claims 1, 2, 3, 4, 5, 6, or 7 wherein said
activating step is performed from 2 to 8 times a day.
10. The method of any of claims 1, 2, 3, 4, 5, 6, or 7 wherein step (a) is
performed by ingesting carbohydrates.
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11. The method of any of claims 1, 2, 3, 4, 5, 6, or 7 wherein step (a) is
performed by infusing carbohydrate into said subject's bloodstream.
12. The method of any of claims 1, 2, 3, 4, 5, 6, or 7 wherein step (a) is
performed by administering from 10-100 g of dietary carbohydrate.
13. The method of any of claim 1, 4, or 5 wherein said pulses each fall
within the range of about 0.01-0.05 U/kg.
14. The method of any of claims 1, 4, or 5 wherein said pulses each fall
within the range of about 0.02-0.04 U/kg.
15. The method of any of claims 1, 4, or 5 wherein said pulses are
administered every six to thirty minutes.
16. The method of any of claims 2, 6, or 7 wherein said pulses of step (c)
each fall within the range of about 0.001-0.02 U/kg.
17. The method of any of claims 2, 6, or 7 wherein said pulses of step (c)
are administered every two to ninety minutes.
18. The method of claim 1 wherein said pulses are on the average within
the range of about 0.01-0.05 U/kg.
19. The method of claim 1 wherein said pulses are on the average within
the range of about 0.02-0.04 U/kg.
20. The method of claim 1 wherein said pulses are administered every six
to thirty minutes.
21. The method of claim 2 wherein said pulses of step (b) are each within
the range of about 0.01-0.05 U/kg; said pulses of step (c) are each within the
range of about 0.001-0.02 U/kg; said pulses of step (b) are administered every
six to thirty minutes; said pulses of step (c) are administered every two to
ninety minutes; step (a) is performed from two to eight times a day by
administering 10-100 g of dietary carbohydrate; and step (b) is performed in
coincident manner with step (a).
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