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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-SB/A
General Form For Registration of Securities
of Small Issuers Under Section 12(b) or 12(g) of
the Securities Exchange Act of 1934
International Environmental Management, Inc.
(Exact name of Small Business Issuer as specified in its Charter)
NEVADA 65-0861102
(State or other jurisdiction (IRS Employee
of incorporation or organization) Identification Number)
5801 Wiley Street Hollywood Florida 33023
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (954) 961-3033.
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
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(TITLE OF CLASS)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(TITLE OF CLASS)
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TABLE OF CONTENTS
PART I
<TABLE>
<S> <C> <C>
ITEM 1. DESCRIPTION OF BUSINESS .......................................... 3
ITEM 2. PLAN OF OPERATION ................................................ 4
ITEM 3. DESCRIPTION OF PROPERTY........................................... 8
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT...................................................... 8
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS......................................................... 9
ITEM 6. EXECUTIVE COMPENSATION............................................ 12
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................... 13
ITEM 8. DESCRIPTION OF SECURITIES......................................... 13
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER STOCKHOLDER MATTERS............................ 14
ITEM 2. LEGAL PROCEEDINGS................................................. 15
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS..................... 15
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES........................... 15
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS......................... 16
PART F/S FINANCIAL STATEMENTS AND EXHIBITS................................. 18
PART III
ITEM 1. INDEX TO EXHIBITS................................................. 18
ITEM 2. DESCRIPTION OF EXHIBITS........................................... 18
</TABLE>
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the State of Nevada on
September 6, 1995. On July 30, 1999, the Company acquired all of the issued and
outstanding common stock of Broward Recycling, Inc. ("BRI") through the
statutory merger of BRI's parent company, International Management, Inc., of
Florida. The Company's one subsidiary, BRI, was incorporated under the laws of
the State of Florida on July 10, 1981. BRI has been in the recycling business
for approximately 18 years. The Company seeks to develop its market reach
through the acquisition, expansion and integration of other recycling
companies. The Company's goal is to be a significant regional supplier of
non-ferrous recyclable materials. In addition, it has identified several other
recycling opportunities in the non-ferrous segment.
Through its subsidiary, BRI, the Company currently operates one recycling
location in South Florida. This operation currently services three counties:
Miami-Dade, Broward, and Palm Beach, for a total population served of 5,000,000
people. The Company is a recycling reclamation and processing facility which
processes up to six tons of recyclable material per day. Such material includes
aluminum, copper, brass, stainless steel, and other non-ferrous materials. In
addition, the Company processes five to ten tons of aluminum cans per month. The
purpose of recycling reclamation and processing facilities is to process
recyclable material so that it may be reused by businesses in the manufacturing
of consumable goods. The Company's primary goal is to create several divisions
which each offer a distinct recycling reclamation product.
The industry is highly fragmented and ripe for consolidation through
acquisition. The Company believes that its subsidiary, BRI, has the experience
necessary to acquire solid companies in this profitable and growing industry.
The Company intends to establish a central processing facility and have two
or three recycling facilities on line which should enable the Company to expand
the number of recyclable items it handles such as newspaper, cardboard, glass
bottles and plastic. As the Company develops these facilities, it will be in a
position to expand its wholesale recycling business. For example, the Company
currently purchases copper, brass and aluminum from plumbing and air
conditioning repair businesses as well as radiators from car radiator shops and
local garages. Using this strategy, the Company believes that within two or
three years, it can position itself to operate as a profitable, integrated
recycling business.
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ITEM 2. PLAN OF OPERATION
The Company's primary business objective is to enhance its revenue growth
through the acquisition and consolidation of other scrap metal businesses.
Acquisition targets should have a successful operating history which means a
record of growth and profitability. Management intends to retain the owners and
experienced management of such acquisitions because their knowledge and
expertise can provide immediate entry in the market. In addition, acquisition
targets should be located in major market areas and should either be the leader
in its respective market, or have the potential to assume the first or second
position in that market. The Company will prefer target facilities located along
the southeast Florida economic area or having access to transportation. This
would enable the Company to ship large volumes of material to major consumers.
Another strategy of the Company is to develop the capacity to recycle
products other than non-ferrous metals. This could be accomplished through the
establishment of a central processing facility, with two to three recycling
facilities on line. This should enable the Company to expand its wholesale
recycling business and to develop a ferrous (steel) recycling division. The
wholesale division will work with existing businesses.
The Company also intends to have a container service division located in
Southeast Florida, if negotiations proceed successfully. The potential value of
the market for this service is $5-$10 billion, within the Company's operating
range. Principal users of this service are real estate developers, who need
containers on site to remove construction debris. To enter this market, the
Company must build a facility, acquire a small fleet of trucks, and acquire
containers. The cost of this undertaking is projected at approximately $750,000.
As the Company grows, it intends to establish a solid waste-brush and yard
waste composting facility. Municipalities are coming to the realization that
incineration and land filling are not the most environmentally sound ways of
handling their solid waste, trash and brush material. The Company believes this
business segment of the market has a potential value of $250-$500 million. To
implement this strategy, the Company must build the facility referenced in the
preceding paragraph. The Company projects that entry into this industry sector
would be feasible in the third or fourth quarter of the year 2000.
Consulting services are yet another strategy for growth in the industry.
Many, if not most, of the communities in the U.S. are imposing mandatory
recycling requirements on the business community. The Company intends to
position itself to respond to this emerging market offering recycling consulting
services to assist businesses in compliance with governmental regulations. To
implement this strategy, the Company must employ two consultants.
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A final strategy for growth is entry into the solid waste and landfill
management business. The Company perceives a window of opportunity to acquire
smaller privately owned landfills. There are several hundred of these landfills
nationwide and are selling in the $3 million to $10 million range. Such an
acquisition would provide immediate cash flow and substantial net profit to the
Company's operations. Management believes it is essential to get a solid waste
landfill division on line as soon as possible.
The Company has no product, or product in development, which would
materially impact its financial and operating condition. The Company is not
dependent upon the availability or raw materials in order to operate. The
Company does not rely on any patents, copyrights, trademarks, or other
intellectual property in order to operate. The Company's operations are not
affected by seasonal changes. The Company does not maintain a material amount of
production inventory. The Company does not extend terms to customers. The
Company is not dependent upon a single customer or a small group of customers.
The largest customer of the Company purchases less than 5% of the Company's
production. There is no back log in the Company's production. The Company does
not rely on government contracts for its revenues.
The Company is aware there is significant competition in the recycling
industry. The Company will be competing with numerous companies that already
have a substantial share of the market as well as greater management and
technological resources. Competitors also may have greater financial resources
than that of the Company. Current local competition and local conditions are as
follows. The Company's local market is primarily in Miami-Dade, Broward and Palm
Beach counties. There are several dozen small to medium size scrap metal
recycling dealers. There are five or six larger dealers and a few wholesale
companies that ship all of their material direct to the mills who are the end
users. Many of the small and medium size operations buy and sell on a weekly
basis and do not have the resources to compete with the few larger operations.
It is a highly fragmented industry. The Company has entered into two
letters-of-intent, one with a smaller operation and one with a larger operation,
calling for mergers with the referenced companies. The Company believes certain
other dealers in the local market may be prepared for merger as well. The
Company believes this market is ready for consolidation. Each small and medium
size operation can only handle what is delivered to them or they can pick-up in
a very small radius from their location. The Company's goal is to become the
number one regional scrap metal recycling operation in the south Florida area.
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The Company is not regulated by any federal or state regulatory agency with
regard to environmental matters.
The Company employs two full time managerial staff at the parent level, and
five full and part time non-management employees at the subsidiary level.
FINANCIAL INFORMATION
The following table sets forth the current year and last two years of
operating data from the Company's South Florida market area.
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS DATA PRD.
ENDED
SEPT.
YEAR ENDED DECEMBER 31, 30
1997 1998 1999
=================================================================
<S> <C> <C> <C>
TOTAL REVENUE $ $ $
718,178 560,152 175,367
TOTAL COSTS AND EXPENSES $ $ $
721,451 649,606 274,706
PROFIT (LOSS) FROM OPERATIONS $ $ $
(3,273) (89,454) (99,339)
NET PROFIT (LOSS) APPLICABLE TO COMMON
SHAREHOLDERS $ $ $
(3,273) (89,454) (99,339)
NET PROFIT (LOSS) PER COMMON SHARE $ $ $
(0.0013) (0.0358) (0.0284)
BALANCE SHEET DATA
YEAR ENDED DECEMBER 31,
WORKING CAPITAL $ $ $
(254,031) (374,826) 18,415
TOTAL ASSETS $ $ $
155,644 189,479 358,599
TOTAL LIABILITIES $ $ $
301,375 528,792 306,696
STOCKHOLDERS' EQUITY (ACCUMULATED $ $ $
DEFICIT) (145,731) (339,313) 51,903
</TABLE>
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF PLAN OF OPERATION
ASSUMPTIONS
The following management's discussion and analysis or plan of operation is
based on the proforma financial statements exhibit. The Company acquired
Broward Recycling, Inc. On July 1, 1999. The proforma financial statements
reflect the financial condition of the Company had the acquisition occurred in
the prior periods being discussed. Management feels a more relevant analysis
would have to take this into consideration.
RESULTS OF OPERATIONS
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Total sales of the Company for the year ended December 31, 1998 decreased
by $158,026 from sales for the year ended December 31, 1997. This decrease was
due to a down turn in the metals/scrap market causing a lower per pound price
the Company was able to obtain for their inventory.
Cost of goods sold decreased $79,702 and the gross profit decreased by
$78,324 for the year ended December 31, 1998 as compared to the previous year.
Gross profit as a percentage of revenue for 1998 fell to 24% compared to 30% for
1997. The Company in an effort to remain competitive in the market place
attempted to match their larger competitors pricing structure in order to
acquire materials to sell.
General and administrative expenses increased $7,857 to $220,144 from
$212,287 for the year ended December 31, 1998 as compared to the previous year.
Management does not consider this a material increase. These numbers essentially
reflect the fixed costs of operating the business.
LIQUIDITY AND CAPITAL RESOURCES
The company has in recent years financed its operations primarily with
loans directly from and/or guaranteed by the principal shareholders. The company
anticipates that revenues from operations will be gradually able to satisfy the
Company's cash requirements. Periodic equity financing has assisted the company
in working towards this goal during the subsequent six month period. No
assurance can be given, however, that additional debt or equity financing will
not be required or will be available if required
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ITEM 3. PROPERTIES
The Company owns its headquarters and operating facility at 5801 Wiley
Street Hollywood, Florida 33023. The estimated value of the land and building is
$225,000. The Company owns operating equipment with a depreciated value of
approximately $50,000.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of October 10, 1999, the shares of common
stock beneficially owned by each person who was a beneficial owner of more than
five percent of the outstanding shares of common stock and by directors and
executive officers.
<TABLE>
<CAPTION>
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NUMBER OF SHARES PER CENT OF
CLASS OF SHARES BENEFICIAL OWNER BENEFICIALLY HELD BENEFICIAL OWNERSHIP
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<S> <C> <C> <C>
Common Harold Solomon 1,500,000 51%
5801 Wiley Street
Hollywood
FL 33023
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Common Global Capital 225,000 7.5%
Group, Inc.
225 Mizner Blvd
Boca Raton
FL 33432
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</TABLE>
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<TABLE>
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<S> <C> <C> <C>
Common Global Capital 215,000 7.166%
Management
Group, Inc.
14999 W. Palmetto
Park Road
Boca Raton
FL 33486
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Common DVV Invstmnts Inc. 180,000 6%
428 Wavecrest Ct.
Boca Raton
FL 334323
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Common Palmetto Art 130,000 4.33%
Associates, Inc.
3094 Westbury H
Deerfield Beech
FL 33442
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Common Q Capital, Inc. 125,000 4.166%
5551 Marbella Dr.
Boca Raton
FL 33433
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Common Opportunity Int'l 125,000 4.166%
Group, Inc.
9953 Ramblewood
Drive
Coral Springs
FL 33071
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</TABLE>
The shareholders identified above other than Mr. Solomon comprise a group
as that term is defined in Section 13(d)(3) of the Exchange Act.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
The Board of Directors of the Company is currently composed of five
members, each of whom serves for a term of one year. Executive officers are
elected annually by the Board of Directors and serve at the Board's discretion.
The following table sets forth information with respect to the directors and
executive officers of the
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Company.
<TABLE>
<CAPTION>
NAME AGE POSITION CURRENT TERM EXPIRES
<S> <C> <C> <C> <C>
Harold Solomon 45 Chairman, CEO, Pres July 1999 1999
George R. Keller, Jr. 44 Director July 1999 1999
Francis LaTorre 31 Director July 1999 1999
Anthony Caliendo 30 Director July 1999 1999
Sam Benson 43 Director July 1999 1999
</TABLE>
All directors hold office until the next annual meeting of the Company
(currently expected to be held during the first Monday of December 1999) and
until their successors are elected and qualified, subject to earlier removal and
replacement by the shareholders. Officers hold office until the first meeting of
directors following the annual meeting of shareholders and until their
successors are elected and qualified, subject to earlier removal and replacement
by the Board of Directors. All of the directors reside in the State of Florida.
Harold Solomon currently serves as Chairman of the Board, CEO and President of
the Company. Mr. Solomon founded BRI in 1980 and has been overseeing its
operation since it was formed. He transformed BRI from an old fashioned
"junkyard" into a complete non-ferrous scrap metal recycling facility. Mr.
Solomon, with 19 years experience in the field of recycling, has also instituted
programs for inventory control, process management and quality control
procedures. He is responsible for the hiring and training of employees, and for
the Company's public relations, marketing and advertising. Prior to forming BRI,
Mr. Solomon was the Director of Admission and Records at Florida International
University. He was part of the team that formed the University's North Miami
campus and initiated many of the procedures in the Admission and Records office
that helped the new campus grow and prosper. Mr. Solomon holds a B.A. in History
and Educational Administration, with a Minor in Music Education, from Florida
International University. Mr. Solomon also currently serves as the President of
the Hollywood Philharmonic Orchestra.
George R. Keller, Jr. currently serves as a Director/Treasurer. Mr. Keller is
the Assistant Director, Department of Safety and Emergency Service for Broward
County. Mr. Keller
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previously served as the Director of the Department of Development
Administration of the City of Hollywood, Florida. He was also previously
employed by the Urban and Regional Research Center in Gainesville.
Mr. Keller held the following positions in the City of Hollywood: Assistant City
Manager (Interim City Manager), Director of Development Administration, Planning
Administrator, Community Development Director and Post Disaster Recovery
Director. Much of Mr. Keller's work experience has been in the areas of land use
planning, zoning, real estate development, urban redevelopment, economic
development, annexation, emergency management and code enforcement. Recently, in
the spring of 1999, Mr. Keller completed the Community Emergency Response Team
(CFRT) training program available to local residents. Other professional
memberships and affiliations include: the International City/County Manager's
Association, American Institute of Certified Planners (AICP), American Planning
Association, Hollywood Housing Authority (former Commissioner), 1990 Price
Waterhouse/South Florida Business Journal "Up & Comers" Award, Florida Real
Estate License (inactive), Juvenile Diabetes Foundation and Broward County
Humane Society. He holds a B.S. Degree in Urban Geography and a M.A.T. Degree in
Urban Geography and Urban and Regional Planning from the University of Florida,
Gainesville, Florida.
Francis LaTorre serves as a Director. He is a Loan Consultant to South Florida
Mortgage Consultants, Inc., and a realtor for Broward Real Estate Sales Co.,
Inc. He previously worked in sales for Galacticomm., Inc. While on active duty
in the US Navy, Mr. LaTorre received the Hospital Corpsman Certificate with
honors from the Naval School of Health Sciences, San Diego. Mr. LaTorre is a
1995 graduate of Columbia College. Mr. LaTorre also serves as Chairperson of
the finance committee of the Hollywood Philharmonic Orchestra.
Anthony Caliendo currently serves as a Director/V.P. Sales & Marketing. He is
presently a Sales Manager for Global Asset Partners, of Nassau, Bahamas, an
asset management company. (See, "Conflicts of Interest".) He has previously
served as a loan officer for K&B Capitol, and as Finance Manager for Royal Palm
Homes, both in Boca Raton, Florida. He also held various management positions
with Bally's Fitness Corp. Mr. Caliendo held both General Manager and District
Manager positions with Bally's Fitness Corp. in Chicago, from 1987 to 1990. At
age 18, he was the youngest G.M. in Bally's history and as District Manager, he
was recognized for his managerial and marketing skills by earning Manager of the
Year, Employee of the Year and Salesman of the Year Awards, in addition to
winning Bally's Annual National Sales Contest.
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As General Manager of two different World Gym locations in Chicago in 1992
and 1993, Mr. Caliendo oversaw Human Resources, Marketing and Sales, exceeded
sales projections of over $2 million, and helped to make the World Gym the
fastest growing fitness facility in Chicago. In 1994, as a General Securities
Representative (NASD I Series Seven) for a small boutique investment banking
firm in South Florida, Mr. Caliendo became the top producer within 4 months,
recruited brokers and conducted training courses and raised equity in excess of
$2 million. At present, Mr. Caliendo serves as the Vice President of Investor
Relations for Royal Palm Homes, a real estate development company in South
Florida. He is also a Loan Officer for K&B Capital Corp., currently engaged in
several commercial finance ventures and residential mortgages, and also serves
as a Sales Manager for Global Asset Partners, working in Investment Banking
Financing and training new Account Executives.
Sam Benson currently serves as a Director/Secretary. Mr. Benson graduated in
1978 from the University of Miami with a B.B.A. in International Finance and
Marketing. From 1978 to 1982 Mr. Benson worked for Quaker Oats. First to set up
major accounts for Quaker Oats in South Florida, he was then the Southeast
United States liaison for these major accounts. From 1982 to 1986 Mr. Benson
attended medical school, graduating in 1986 with his M.D. degree. From 1986 to
1989 Mr. Benson practiced with a South Florida pediatrician. From 1989 to
present Mr. Benson has worked for Elise Undergarment in various management
capacities. For the past year he has been responsible for their locating and
building a facility in Urnan1 Mexico.
ITEM 6. EXECUTIVE COMPENSATION.
Mr. Solomon compensated at the rate of $10,000 per month plus customary
benefits.
Mr. Albert Massucco, Jr., is compensated at the rate of $65,000 per year.
Mr. Solomon and Mr. Massucco are the only members of management of the
Company who receive regular salaried compensation.
All officers and directors will be reimbursed for any expenses incurred on
behalf of the Company. Directors will be reimbursed for expenses pertaining to
attendance at meetings, including travel, lodging and meals.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company was incorporated on September 6, 1995. Since its incorporation,
the Company has issued 3,500,000 shares of its Common Stock. A majority of these
shares are held by the Company's President and CEO.
On June 2, 1999, the Company entered into a Consulting Agreement with
Global Capital Management, Inc. ("Global"), whereby Global will offer strategic
advice regarding capitalization, capital structure, potential investors,
corporate transactions, in order to implement the Company's business plan.
Pursuant to the Consulting Agreement, Global received 200,000 shares of the
Company's common stock. In addition, Global received the right to purchase up
$950,000 of the stock in this offering, which stock was issued without
restrictive legend
Mr. Anthony Caliendo, a director of the Company, is employed as a Sales
Manager for Global Asset Partners, a Bahamian asset management company. Global
Asset Partners, Ltd., is affiliated with Global Capital Management, Inc. through
certain common ownership.
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Shares registered are the common Shares of the Company. One million of
the Shares were issued pursuant to the accredited investor / intrastate offering
exemption of Rule 504, in the state of Florida, without restrictive legend. No
dividends have been paid on the Company's common Shares to date, and no
dividends are anticipated for the Shares offered hereby. The Shares carry full
voting rights on the same terms as Shares held by management. The Shares are
qualified for resale in any jurisdiction in which trading of Rule 504 stock
issued pursuant to the intrastate exemption for offerings to accredited
investors is recognized. The Shares are not subject to an anti-dilution
provision.
The Company is authorized to issue 25,000,000 shares of Common Stock, $.001
par value per share. The holders of Common Stock have one vote per share on all
matters (including election of directors) without provision for cumulative
voting. Thus, holders of more than 50% of the shares voting for the election of
directors can elect all of the directors,
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if they choose to do so. There are no sinking fund provisions. Holders of Common
Stock will not have preemptive rights with respect to any additional shares of
Common Stock which may be issued. Therefore, the Board of Directors may sell
shares of capital stock of the Company without first offering such shares to
existing stockholders of the Company. The Common Stock is not subject to call
for redemption The Common Stock currently outstanding is fully paid and
non-assessable. In the event of liquidation of the Company, the holders of
Common Stock will share equally in any balance of the Company's assets available
for distribution to them after satisfaction of creditors and Preferred
shareholders, if any. The Company may pay dividends, in cash or in securities or
other property when and as declared by the Board of Directors from funds legally
available therefore, but has paid no cash dividends on its Common Stock to date.
PART II.
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
At November 1, 1999, there were 34 holders of Common Stock. The Company's
Common Stock is not listed or quoted on any exchange or quotation service and
there is no established public trading market for the Common Stock. To the
knowledge of the Company, trading to date has been irregular and extremely
limited. As of October 1, 1999, the current price of the Company's stock was
$8.75 per share. The 52 week low occurred in February of 1999, at $7.00 per
share.
The Company will seek a market maker to submit an application with NASDAQ's
OTC Bulletin Board to have its Common Stock quoted. In order to be approved for
OTC Bulletin Board quotation, the Company must be current in reporting pursuant
to the Securities and Exchange Act of 1934. The Company will seek to encourage
at least one market makers for the Common Stock. Making a market involves
maintaining bid and ask quotations and being able, as principal, to effect
transactions in reasonable quantities at those quoted prices, subject to various
securities laws and other regulatory requirements.
The development of a public market having the desirable characteristics of
depth, liquidity and orderliness depends upon the presence in the marketplace of
a sufficient number of willing buyers and sellers at any given time, over which
neither the Company nor any market maker has any control. Accordingly, there can
be no assurance that an
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active and liquid trading market for the Common Stock will develop, or if a
market develops, that it will continue.
The Board of Directors may consider paying dividends in the future and will
periodically review its policy regarding dividends. Declaration of dividends, if
any, by the Board of Directors will depend upon a number of factors, including
capital requirements, investment opportunities available to the Company or the
Bank, capital requirements, regulatory limitations, the Company's results of
operations and financial condition, tax considerations and general economic
conditions, as well as other relevant factors. No assurances can be given,
however, that any dividends will be declared, what amount the dividends will be,
or whether such dividends, once commenced, will continue to be paid. The Company
may pay stock dividends in lieu of, or in addition to, cash dividends. The
Company has not paid any dividends since its inception, however, intends to pay
dividends as soon as business operations permit.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any litigation nor, to the knowledge of
management, is any litigation pending or threatened against the Company. The
Company is not a party to any other legal proceedings which would have a
material impact on the Company's operations and/or financial condition, nor is
the Company aware of any such threatened proceeding.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
NONE.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is certain information concerning all sales of securities
by the Company during the past three years that were not registered under the
Securities Act of 1933.
Between August 13, 1999 and December 1, 1999 the Company sold two million shares
of its common stock at $.50 per share (US $1,000,000) in exchange for forty nine
per cent of the Company's equity. The shares were sold at in minimum
subscriptions of $25,000. The
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Shares were offered by the Company's officers, directors at a gross offering
price of $0.50 per Share. Certain of the shares were purchased by Global Capital
Management Group, Inc., and companies affiliated or acting therewith.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company intends to indemnify its officers and directors as provided
under Nevada law. The applicable statute is Nev. Rev. Stat. Ann. Section 78.7502
(1998), which provides as follows:
Section 78.7502. Discretionary and mandatory indemnification of
officers, directors, employees and agents: General provisions
1. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
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2. A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the
action or suit was brought or other court of competent jurisdiction
determines upon application that in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2,
or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense.
It is the view of the Company that the foregoing statute permits
indemnification of officers and directors for actions taken in good faith. The
Company intends to indemnify officers and directors to the full extent
permissible under Nevada law.
-17-
<PAGE> 18
PART F/S. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Please see the Consolidated Financial Statements appearing on F-1 to F-11.
The index to the Consolidated Financial Statements appears on page 20.
PART III. INDEX TO EXHIBITS.
ITEM 1. INDEX TO EXHIBITS
See Index to Exhibits
ITEM 2. DESCRIPTION OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
No.
<S> <C>
1. Stock Exchange and Merger Agreement Between Tyrol Pines, Inc. and
Registrant
2. Articles of Merger Between Tyrol Pines, Inc. and Registrant
3. Articles of Incorporation of Registrant (f/k/a/Tyrol Pines, Inc.)
4. By-Laws of Registrant (f/k/a/Tyrol Pines, Inc.)
5. Subscription Agreements Between Global Capital Group, Inc. and Registrant,
and between Global Capital Management Group, Inc. and Registrant
6. Consulting Agreement between Global Capital Management Group, Inc.
and Registrant
7. Subsidiaries of Registrant
</TABLE>
-18-
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
By: /s/ HAROLD SOLOMON
------------------------------
Harold Solomon
President
Dated: January 6, 2000
-19-
<PAGE> 20
EXHIBIT F/S
<PAGE> 21
BROWARD RECYCLING INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
<PAGE> 22
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 1
Consolidated Balance Sheets 2
Consolidated Statements of Income 3
Consolidated Statements of Stockholders' Equity 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 9
</TABLE>
F-2
<PAGE> 23
BAUM & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
1515 UNIVERSITY DRIVE - SUITE 209
CORAL SPRINGS, FLORIDA 33071
(954) 752-1712
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Broward Recycling Inc.
We have audited the accompanying balance sheets of Broward Recycling Inc. as of
December 31, 1998 and 1997 and the related statements of income, stockholders'
equity and cash flows for the years ended December 31, 1998 and 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
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 financial statements referred to above present fairly, in
all material respects, the financial position of Broward Recycling Inc. as of
December 31, 1998 and 1997 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 of the
financial statements, the Company has suffered losses from operations for the
past years which raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustment that might
result from the outcome of this uncertainty.
August 5, 1999
F-3
<PAGE> 24
Coral Springs, Florida
BROWARD RECYCLING INC.
BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
ASSETS
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Current Assets
Cash on Hand $ 1,800 $ 1,900
Inventory (Note 1) 4,728 4,508
Loan to Stockholder 38,678 - 0 -
--------- ---------
Current Assets 45,206 6,408
Property, Plant and Equipment
(Net of $109,109 and $102,125 of
accumulated depreciation for 1998
and 1997 respectively)(Note 2) 141,485 148,469
--------- ---------
Non-Current Assets
Deferred loan costs - (net of
accumulated amortization of $107) 6,303 - 0 -
Deposits 340 340
--------- ---------
Total Non-Current Assets 6,643 340
--------- ---------
Total Assets $ 193,334 $ 155,217
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable - Current Portion
(Note 4) $ 202,998 $ 67,252
Accounts Payable and Accrued Expenses 81,704 40,578
Cash Overdraft 3,411 6,521
Customer Deposits (Note 1) 23,284 26,900
--------- ---------
Total Current Liabilities 311,397 141,251
Long Term Liabilities
Notes Payable (Notes 4) 112,882 125,685
--------- ---------
Total Liabilities 424,279 266,936
--------- ---------
Stockholders' Equity
Common Stock, Par Value $1.00,
1,000 Shares Authorized
667 Issued and Outstanding 667 667
Additional Paid in Capital 25,433 25,433
Accumulated Deficit (257,045) (137,819)
--------- ---------
Total Equity (230,945) (111,719)
--------- ---------
Total Liabilities and Stockholder's Equity $ 193,334 $ 155,217
========= =========
</TABLE>
See Accountant's Report and Accompanying Footnotes
F-4
<PAGE> 25
BROWARD RECYCLING INC.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Revenues $ 560,152 $ 718,178
Cost of Goods Sold 429,462 509,164
--------- ---------
Gross Profit 130,690 209,014
General and Administrative Expenses 219,872 212,127
--------- ---------
Income (Loss) Before Other (Expense)
And Provisions for Income Taxes (89,182) (3,113)
--------- ---------
Other (Expense)
Interest Expense (30,044) (24,386)
--------- ---------
Income (Loss) Before Income Taxes (119,226) (27,499)
Provision for Income Taxes (Note 6) - 0 - - 0 -
--------- ---------
Net Income (Loss) $(119,226) $ (27,499)
========= =========
</TABLE>
See Accountant's Report and Accompanying Footnotes
F-5
<PAGE> 26
BROWARD RECYCLING INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
COMMON STOCK PAID IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT
<S> <C> <C> <C> <C>
Balance December 31,
1996 667 $ 667 $ 25,433 $(110,320)
Net Income (Loss) - 0 - - 0 - - 0 - (27,499)
--------- --------- --------- ---------
Balance December 31,
1997 667 667 25,433 (137,819)
Net Income (Loss) - 0 - - 0 - - 0 - (119,226)
--------- --------- --------- ---------
Balance December 31,
1998 667 667 25,433 $(257,045)
========= ========= ========= =========
</TABLE>
See Accountant's Report and Accompanying Footnotes
F-6
<PAGE> 27
BROWARD RECYCLING INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
-------- ---------
<S> <C> <C>
Cash Flow from Operating
Activities:
Net (Loss) $(119,226) $ (27,499)
Adjustments to Reconcile Net
Income to Net Cash Used for
Operating Activities:
Depreciation and Amortization 7,090 7,748
Changes in Assets and Liabilities
(Increase) Decrease in Inventory (220) 2,057
(Increase) Decrease in Due From
Officer (38,678) 8,388
(Increase) Decrease in Deposits - 0 - 2,020
(Increase) Decrease in Cash
Overdrawn (3,110) 6,521
(Increase) Decrease in Accounts
Payable and Accrued Expenses 41,126 (21,491)
(Increase) Decrease in Customer
Deposits (3,616) 26,900
--------- ---------
Net Cash Used in Operating Activities (116,634) 4,644
--------- ---------
Cash Flows from Financing Activities:
Deferred Loan Costs (6,410) - 0 -
Proceeds from Loans Payable 244,798 76,057
(Payments) of Loans Payable (121,854) (80,671)
--------- ---------
Net Cash Flows From
Financing Activities 116,534 (4,614)
--------- ---------
Net Increase (Decrease) in Cash (100) 30
Cash - Beginning of year 1,900 1,870
--------- ---------
Cash - Ending of year $ 1,800 $ 1,900
========= =========
</TABLE>
See Accountant's Report and Accompanying Footnotes
F-7
<PAGE> 28
BROWARD RECYCLING INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS AND ORGANIZATION
Broward Recycling Inc. (formerly H M S Scrap Metal, Inc.) was
incorporated in the state of Florida on July 1, 1981. The principal
business of the company is the collection and processing of scrap
metals.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the period. Actual results can differ
from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, cash in banks, and
any highly liquid investments with a maturity of three months or
less at the time of purchase.
INVENTORIES
Inventories (stated at the lower of cost market) consist of scrap
metal.
FIXED ASSETS
Fixed Assets are stated at cost and depreciated over their estimated
allowable useful lives (5 to 31.5 years), utilizing both the
straight-line and declining balance methods. Expenditures for major
renewals and betterments that extend the useful lives of fixed
assets are capitalized. Expenditures for maintenance and repairs are
charged to expense as incurred.
CUSTOMER DEPOSITS
The Company obtained advances/deposits from various customers for
working capital purposes. These deposits are periodically applied
to accounts receivable.
REVENUE RECOGNITION
Revenue is recognized upon the sale of scrap metal.
F-8
<PAGE> 29
BROWARD RECYCLING INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE 2 - PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
--------- ----------
<S> <C> <C>
Land $ 50,000 $ 50,000
Building 127,058 127,058
Leasehold Improvements
and Equipment 73,536 73,536
-------- --------
Total 250,594 250,594
Less: Accumulated
Depreciation 109,109 102,125
-------- --------
Net Property Plant
and Equipment $141,485 $148,469
======== ========
</TABLE>
NOTE 3 - LEASING ARRANGEMENTS
The company leases a vehicle, incurring lease expenses
of $5,088 in both 1998 and 1997. The future minimum
lease payment is $2,968 for 1999, the year of
lease termination.
The company conducts its business from facilities that
are owned.
NOTE 4 - NOTES PAYABLE
Notes Payable consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------- -------
<S> <C> <C>
Note Payable, individual, 18% interest, secured by
mortgage on stockholders home, matures May 2003,
monthly payment of $494 includes interest. The
principal and the 16% interest rate of the 1997
balance was refinanced in 1998 $ 18,194 $ 16,124
Note Payable, individual, 16% interest, secured by
mortgage on home of stockholders father, matures
September 1999, monthly interest only payments 25,000 25,000
Note Payable, individual, 12.9% interest, secured by
mortgage on company land and building, monthly payments
$1,460, matures September 2013. The principal and
interest rate of the 1997 balance was refinanced in 1998 115,134 101,670
</TABLE>
<PAGE> 30
BROWARD RECYCLING INC
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE 4 - NOTES PAYABLE (CONTINUED)
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
------- -------
<S> <C> <C>
Note Payable, First Union Bank, 7.5% interest, Demand
note, secured by CD on deposit by stockholder. (In
January 1999, the note was not renewed and the CD was
applied as collection) $ 35,000 $ 35,000
Note Payable, individual, 10% interest, secured by stock
of the company, matures May 1999, interest and principal
payable at maturity 60,000 - 0 -
Loan Payable, individual, 10.75% interest,
no specified maturity 11,125 - 0 -
Loan Payable, individual, no specified
maturity or interest rate 12,348 8,625
Loan Payable, Global Asset Management, no
maturity, non-interest bearing 34,500 - 0 -
Capitalized equipment lease, 16.5% interest,
monthly payment of $321 due December 1999,
secured by equipment 4,579 6,518
-------- --------
Total Notes Payable 315,880 192,937
Current Portion 202,998 67,252
-------- --------
Non-Current Portion $112,882 $125,685
======== ========
</TABLE>
NOTE 5 - GOING CONCERN CONSIDERATIONS
The Company has an accumulated deficit of $257,045, and has
<PAGE> 31
suffered losses of $146,725 in the last two years. Additionally, the
negative working capital at December 31, 1998 of $266,191 and the
$116,634 negative cash flow from operations for the year ended
December 31, 1998, raise substantial doubt as to its ability to
continue as a going concern. Management has advised us that a
venture capital company has expressed an interest in infusing equity
capital into the Company.
NOTE 6 - INCOME TAXES
The Company has elected to be taxed under the provision of
Sub-chapter S of the Internal Revenue Code. Under those provisions,
the Company does not pay Federal corporate income taxes on its
taxable income. Instead the stockholders are liable for individual
federal income taxes on their respective shares of corporate income.
Accordingly, no provision had been made for federal income
BROWARD RECYCLING INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE 6 - INCOME TAXES (CONTINUED)
taxes for the years ended December 31, 1998 and 1997 in the
accompanying financial statements.
NOTE 7 - SUBSEQUENT EVENTS
The Company has negotiated a litigation settlement attributable to
prior years activities. The Company is obligated to pay a $42,000
settlement, commencing July 15, 1999, at the rate of $1,500 per
month. This liability has been reflected on the financial statements
as of December 31, 1998.
The Company is negotiating to be merged into a publicly held shell
corporation, "International Environmental Management Inc." (IEMI).
The principal owner of Broward Recycling Inc. is also the principal
stockholder of IEMI.
<PAGE> 32
INTERNATIONAL ENVIRONMENT MANAGEMENT, INC./BROWARD RECYCLING, INC.
PRO FORMA FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1998 AND THE SIX MONTHS ENDED JUNE 30, 1999
<TABLE>
<CAPTION>
International Environment
Management, Inc. Broward Recycling, Inc.
December 31, June 30, December 31, June 30,
1997 1998 1999 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Current Assets $ 0.00 $ 56 $ 60 $ 6,408 $ 45,206 $ 4,661
Property, Plant and Equipment
(net of depreciation) 148,469 141,485 138,132
Non-Current Assets 427 267 187 340 6,643 6,429
----------------------------- ---------------------------------------
Total Assets $ 427 323 247 $ 155,217 $ 193,334 $ 149,222
============================= =======================================
Current Liabilities $ 800 $ 900 $ 1,000 $ 141,251 $ 311,397 $ 80,302
Long Term Liabilities 125,685 112,882 315,310
Total Liabilities 800 900 1,000 266,936 424,279 395,612
Stockholders' Equity (373) (577) (753) (111,719) (230,945) (246,390)
----------------------------- ---------------------------------------
Total Liabilities and
Stockholders' Equity $ 427 $ 323 $ 247 $ 155,217 $ 193,334 $ 149,222
============================= =======================================
Revenues $ 0 $ 0 $ 0 $ 718,178 $ 560,152 $ 278,474
Cost of Goods Sold 509,164 429,462 190,039
Gross Profit 0 0 0 209,014 130,690 88,435
General and Administrative 160 272 176 212,127 219,872 77,083
Expenses ----------------------------- ---------------------------------------
Net Profit (Loss) $ (160) $ (272) $ (176) $ (3,113) $ (89,182) $ 11,352
============================= =======================================
</TABLE>
<TABLE>
<CAPTION>
Pro Forma Financial Statements
December 31, June 30,
1997 1998 1999
<S> <C> <C> <C>
Current Assets $ 6,408 $ 45,262 $ 4,721
Property, Plant and Equipment
(net of depreciation) 148,469 141,485 138,132
Non-Current Assets 767 6,910 6,616
--------------------------------------
Total Assets $ 155,644 $ 193,657 $ 149,469
======================================
Current Liabilities $ 142,051 $ 312,297 $ 81,302
Long Term Liabilities 125,685 112,882 315,310
Total Liabilities 267,736 425,179 396,612
Stockholders' Equity (112,092) (231,522) (247,143)
--------------------------------------
Total Liabilities and
Stockholders' Equity $ 155,644 $ 193,657 $ 149,469
======================================
Revenues $ 718,178 $ 560,152 $ 278,474
Cost of Goods Sold 509,164 429,462 190,039
Gross Profit 209,104 130,690 88,435
General and Administrative 212,287 220,144 77,259
Expenses --------------------------------------
Net Profit (Loss) $ (3,273) $ (89,454) $ 11,176
======================================
</TABLE>
NOTES TO PRO FORMA FINANCIAL STATEMENTS
The Company acquired a subsidiary corporation on July 1, 1999. The acquired
company is Broward Recycling, Inc., a Florida corporation. The pro forma
financial statements reflect what the Company and its subsidiary would have
looked like had their financial statements been consolidated for the years
ended December 31, 1997, 1998 and the six months ended June 30, 1999.
<PAGE> 33
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
ASSETS
<TABLE>
Current Assets
<S> <C>
Cash on Hand $ 6,517
Inventory 4,900
Stock Subscription Receivable 200,000
---------
Current Assets 211,417
---------
Property, Plant and Equipment
(Net of $104,626 of accumulated
depreciation 140,714
---------
Non-Current Assets
Deferred loan costs - (net of
accumulated amortization of $427) 5,981
Organization costs - (net of $653
Accumulated amortization) 147
Deposits 340
---------
Total Non-Current Assets 6,468
---------
Total Assets $ 358,599
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable - Current Portion $ 41,595
Accounts Payable and Accrued Expenses 7,131
Leases Payable 5,508
Customer Deposits 15,446
Loans Payable - Shareholders' 123,322
---------
Total Current Liabilities 193,002
Long Term Liabilities
Note payable 113,694
---------
Total Liabilities 306,696
---------
Stockholders' Equity
Common Stock, No Par Value 25,000,000
Shares Authorized, 3,500,000 Shares
issued and outstanding 222,387
Accumulated Deficit (170,484)
---------
Total Equity 51,903
---------
Total Liabilities and Stockholders' Equity $ 358,599
=========
</TABLE>
<PAGE> 34
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<S> <C>
Revenues $ 175,367
Cost of Goods Sold 126,857
---------
Gross Profit 48,510
General and Administrative Expenses 139,346
---------
Income (Loss) Before Other (Expense)
And Provisions for Income Taxes (90,836)
Other (Expense)
Interest Expense 8,503
---------
Income (Loss) Before Income Taxes (99,339)
---------
Provision for Income Taxes - 0 -
---------
Net Income (Loss) $ (99,339)
=========
</TABLE>
<PAGE> 35
INTERNATIONAL ENVIRONMENTAL MANAGEMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTS POLICIES
BUSINESS AND ORGANIZATION
Tirol Pines, Inc. was organized in the State of Nevada
on September 6, 1995. On June 16, 1998, the Company
acquired the net assets of International Environmental
Management, Inc. in a reverse merger and changed its
name to International Environmental Management, Inc.
The Company is a development stage Company with no
operating activities.
AMORTIZATION
Amortization of organizational costs is computed using
the straight-line method over five years.
USE OF ESTIMATES
The accounting and reporting policies of the Company are
in conformity with generally accepted accounting
principles. The presentation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amount of assets and
liabilities and disclosures of contingent assets and
liabilities as of the balance sheet date and the
reported amounts of expenses for the period presented.
Actual results could differ from those estimates.
NOTE 2 - LOANS RECEIVABLE
Advances made to Broward Recycling, Inc. in 1998. The
balance will be eliminated in consolidation due to
acquisition of this Company on July 1, 1999.
NOTE 3 - LOANS PAYABLE
Advances from Global Asset Management, Inc. to the
Company. The loan is unsecured and non-interest
bearing with no scheduled repayment. Pursuant to
private placement memorandum under Regulation D dated
August 5, 1999, Global Asset Management, Inc. became a
related party.
<PAGE> 36
NOTE 4 - INCOME TAXES
Under FASB 109 deferred tax assets and liabilities are
recognized for the estimated future tax consequences
attributable to differences between the financial
statement carrying amounts of existing assets and
liabilities and their respective tax bases. The
Company
INTERNATIONAL ENVIRONMENTAL MANAGEMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
has net operating losses (NOL's) of approximately
$70,000 expiring through 2014.
Deferred tax benefit $ 25,000
Valuation allowance (25,000)
--------
Net Benefit $ - 0 -
========
Due to uncertainty of utilizing the NOL and recognizing
the deferred tax benefit an offsetting valuation
allowance has been provided.
NOTE 5 - CAPITAL TRANSACTIONS
On May 22, 1998, the Company amended its Articles of
Incorporation to increase its authorized shares of
common stock from 25,000 shares to 25,000,000.
Additionally the Board of Directors approved a 40 to 1
forward stock split of its common stock thereby
increasing the number of outstanding shares from 25,000
to 1,000,000.
NOTE 6 - PRIVATE PLACEMENT MEMORANDUM
The Company pursuant to Regulation D of the Securities
and Exchange Act of 1933 conducted a private placement
of $1,000,000. The offering consists of 2,000,000 shares
at $.50 per share.
NOTE 7 - ACQUISITIONS
On July 1, 1999, the Company entered into a merger
agreement with Broward Recycling, Inc. (A Florida
Corporation). The Company exchanged 1,500,000 of
common shares for 667 common shares of
Broward Recycling, Inc. The conveyance of stock was
made pursuant to the tax-free exchange requirements of
Internal Revenue Code Section 368.
<PAGE> 37
Broward Recycling, Inc., a Company engaged in the
business of collection and processing of scrap metal
will become a wholly owned subsidiary of the Company.
<PAGE> 1
EXHIBIT 1
STOCK EXCHANGE AND MERGER AGREEMENT
THIS AGREEMENT made and entered into this 16th day of June 1998, by and
between TIROL PINES (TIROL) a Nevada corporation with its Florida office at 384
NW 87th Road, Plantation, Florida 33324 and INTERNATIONAL ENVIRONMENTAL
MANAGEMENT, INC. (IEMI) a Florida corporation, with offices at 5801 Wiley
Street, Hollywood, Florida 33023.
WHEREAS, TIROL PINES is a non-reporting/non-trading company with aged 144K
common stock that is not presently quoted on any exchange and which currently
has no market makers;
WHEREAS, IEMI is a private corporation, that is in the environmental waste
recycling business.
WHEREAS, IEMI is interested in acquiring a controlling interest in TIROL
PINES through a stock for stock exchange and reverse merger; and
WHEREAS, TIROL PINES is interested in selling a controlling interest to
IEMI through a stock for stock exchange, to be accomplished as set forth below.
NOW, THEREFORE, in consideration of the provisions and the representations,
warranties and agreements herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
SECTION - I.
TERMS AND CONDITIONS OF STOCK EXCHANGE AND MERGER.
(a) IEMI and TIROL PINES acknowledge that time is of the essence in
executing this Agreement and closing on the transaction described herein. As a
consequence, neither party has been able to complete a satisfactory due
diligence investigation of the other and is relying completely on the
representations of past and present fact and representations of future
performance stated herein. TIROL PINES and IEMI have been advised by their
respective attorneys of the risks inherent in executing the agreement and
closing on the transaction without completing a full due diligence
investigation. Nevertheless, the parties desire to proceed.
Page l of 20
<PAGE> 2
Nevertheless, the parties desire to proceed.
(b) On the "Effective Date", as hereinafter defined, the following shall
be done:
(i) TIROL PINES shall divest itself of all of its assets.
(ii) TIROL PINES will expand its Board of Directors to five (5)
members and simultaneously nominate Marion Settle, as a director.
Simultaneously with the election of Mr. Settle to the Board, the
existing directors will all resign.
(iii) IEMI shall issue to TIROL PINES all of its outstanding common
stock. The stock certificates representing ownership of the
common stock shall be properly endorsed on the back for transfer,
surrendered to TIROL PINES and such shares shall be canceled on
the transfer records of IEMI.
(iv) TIROL PINES shall issue to the existing shareholders of IEMI
restricted shares of its common stock totaling 1,500,000. Each
certificate representing the restricted shares of common stock
will have a legend thereon incorporating language as follows:
"The Shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"). The shares have been
acquired for investment and may not be sold or transferred in absence of an
effective registration statement for the Shares under the Act unless, in
the opinion of counsel satisfactory to the Company, registration is not
required under the "Act".
(v) The existing shareholders of TIROL PINES will transfer to IEMI or
its designees 750,000 shares of Rule 144 K common stock currently
issued to them and thereafter hold unto themselves 200,000 shares
of TIROL PINES.,
(vi) The officers and directors of TIROL PINES shall resign their
positions.
(vii) IEMI will merge into TIROL PINES and cease to exist.
Page 2 of 20
<PAGE> 3
(viii) TIROL PINES shall change its name to INTERNATIONAL
ENVIRONMENTAL MANAGEMENT, INC.
(ix) The terms conditions of the merger shall be as set forth in
Articles of Merger (hereinafter referred to as the "Articles of
Merger") and as further provided herein. The Articles of Merger
shall constitute an agreement of merger for purposes of the
General Corporation Law of the State of Nevada.
(x) TIROL PINES and IEMI shall obtain approval for this Agreement and
the transactions described herein by their respective board of
directors and shareholders pursuant to the applicable provisions
of Nevada law.
(c) The Effective Date shall be the date the merger becomes effective. The
merger shall become effective at the close of business on the day when the
Articles of Merger, certified as to requisite stockholder approval, shall have
been filed in the Office of the Secretary of State of the State of Nevada. The
Articles of Merger shall be filed as soon as practicable after the date this
Agreement is signed.
(d) The two million shares of common stock of TIROL PINES to be issued to
the shareholders of IEMI have not been registered under the Securities Act of
1933 and may not be resold unless the common stock is registered under the Act
or an exemption from such registration is available. Each stockholder of IEMI
who receives restricted shares shall represent and warrant that the shareholder
is acquiring the common stock for that shareholder's own account, for
investment, and not with the view to the sale or distribution of the common
stock. Each certificate representing the restricted shares of common stock will
have a legend thereon incorporating language as follows:
"The Shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended
(the "Act"). The Shares have been acquired for investment
and may not be sold or transferred in the absence of an
effective registration statement for the Shares under the
Act unless, in the opinion of counsel satisfactory to the
company, registration is not required under the Act."
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(e) Notwithstanding the restrictions set forth in Section 1(d) the rights
to sell the securities may be permitted if, in the opinion of counsel
satisfactory to TIROL PINES, the shareholder complies with the provisions of
Rule 144 of the Act.
SECTION-2.
REPRESENTATIONS AND WARRANTIES OF IEMI
(a) Organization and Authority. IEMI is duly organized, validly existing,
and in good standing under the laws of the jurisdictions of its incorporation,
with full corporate power and authority to own its property and assets and to
conduct its business in the manner and in the places in which it is now
conducted. IEMI is qualified to do business as a domestic corporation in the
State of Florida, and the character of the properties owned or leased by IEMI
and the nature of the business conducted by it does not require such
qualification in any other jurisdiction, except where the failure to so qualify
would not have a material adverse affect on IEMI or its business.
(b) Corporate Action. All corporate action necessary on the part of IEMI
to authorize the execution and delivery of this Agreement and the Articles of
Merger and the performance or satisfaction of IEMI's obligations hereunder and
thereunder has been or will have been duly taken prior to the Effective Date.
This Agreement and the Articles of Merger constitute the valid and binding
obligations of IEMI enforceable in accordance with their respective terms.
(c) Capitalization. As of the date hereof, IEMI's entire authorized
capital stock consists of 50,000,000 shares of common stock, $.001, par value
per share, of which 3,000,000 shares are issued and outstanding. All of the
outstanding shares of capital stock of IEMI have been duly issued in accordance
with all applicable laws, rules and regulations, are fully paid and
non-assessable and are owned by its shareholders. There are no outstanding
subscriptions, rights, options, warrants or other agreements obligating IEMI to
issue, sell or transfer any stock or other securities of IEMI, except as
otherwise described in this Agreement.
(d) Articles of Incorporation and Bylaws The Articles of Incorporation and
bylaws of IEMI are true, correct and complete. The minute books of IEMI contain
true and complete records of all meetings and consents in lieu of meetings of
its Board of Directors and shareholders since the date of
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incorporation and accurately reflect all transactions referred to therein.
(e) Ongoing Business. IEMI has a fully operational revenue producing
company in the environmental waste recycling business.
(f) No Material Adverse Changes. As of the date of this Agreement, there
shall be no material adverse change in the assets, operations, conditions
(financial of otherwise) or prospective business of IEMI; there shall be no
damage, destruction or loss materially affecting the assets, prospective
business, operations or condition (financial or otherwise) of IEMI, whether or
not covered by insurance; there shall be no declaration, setting aside or
payment of any dividend or distribution with respect to any redemption or
repurchase of IEMI's capital stock; there shall no sale of an asset (other than
in the ordinary course of business or otherwise approved by TIROL PINES) or
mortgage or pledge by IEMI of any properties or assets
(g) Taxes. IEMI has prepared and filed all appropriate federal, state and
local tax returns of every kind and category (including, without limitation,
income taxes, estimated taxes, excise taxes, sales taxes, inventory taxes, use
taxes, gross receipt taxes, franchise taxes and property taxes) for all periods
prior to and through the date hereof for which any such returns have been
required to be filed by it and has paid all taxes shown to be due by said
returns or on any assessments received by it, or has made adequate provisions
for the payment thereof.
(h) Compliance with Laws. IEMI and all business conducted by it has
complied with all federal, state, county and local laws, ordinances,
regulation.;, inspections, orders, judgments, injunctions, awards or decrees
applicable to it or its business which, if not complied with, would materially
and adversely affect its business.
(i) Compliance with Other Instruments. Neither the execution nor delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will result in any violation of or be in conflict with any term of any contract
or other instrument to which IEMI is a party or of any judgment, statute, rule
or regulation applicable to IEMI, or result in the creation of any lien, charge
or encumbrance on any of its properties or assets, or result in the acceleration
of any obligation of IEMI under any deed of trust, mortgage, lease, or similar
instrument to which it is a party.
(j) No Breach. The execution, delivery and performance of this
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Agreement and the consummation of the transactions contemplated hereby will not.
(1) violate any provisions of the Articles of Incorporation or Bylaws
of IEMI;
(2) violate, conflict with or result in the breach of any of the
terms of, result in a material modification of, or otherwise give
any other contracting party the right to terminate, or which
constitute a default under, any contract or other agreement to
which IEMI is a party or by or to which it or any of its assets
or properties may be bound or subject;
(3) violate any order, judgment, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or
binding upon, IEMI or upon the properties or business of either
of them; or
(4)) violate any statute, law or regulation of any jurisdiction
applicable to the transactions contemplated herein.
(k) Litigation. Except as disclosed in detail in a letter which shall be
incorporated by reference and made part of this Agreement, there is no
outstanding order, judgment, injunction, award or decree of any court,
government or regulatory body or arbitration tribunal against or involving IEMI.
There is no action, suit or claim or legal, administrative or arbitral
proceeding or any investigation (whether or not the defense thereof or
liabilities in respect thereof are covered by insurance) pending or threatened
against or involving IEMI or any of its respective properties or assets. There
is no fact, event or circumstances that may give rise to any suit, action,
claim, investigation or proceeding except as disclosed in the letter described
above. There is no action, suit or claim or legal, administrative or arbitral
proceeding pending or threatened that would give rise to any right of
indemnification on the part of any director of IEMI or its respective heirs,
executors or administrators of such directors or officers.
(l) Agreements. The document titled "Material Contracts" which shall be
incorporated by reference into this Agreement sets forth any material
contract or arrangement to which IEMI is a party or by or to which it or
its assets, properties or business are bound or subject whether oral or written.
All of the agreements set forth in the document titled "Material Contracts" are
valid, binding enforceable, subsisting agreements, in full force and effect.
IEMI
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<PAGE> 7
is not in default under any of them (nor is any other party to any of such
agreements, nor does any condition exist which with notice or lapse of time or
both would constitute default thereunder).
(m) Insurance Policies. The document titled "Insurance Policies" which
shall be incorporated by reference and made part of this Agreement contains a
complete and correct list and summary description of all insurance policies held
by IEMI and in force and effect at the date hereof, including but not limited to
key-man insurance, workers' compensation and employer liability, automobile
insurance, malpractice insurance, product liability and title insurance.
(n) Labor Relation. IEMI is not a party to any collective bargaining
agreement governing its employees. There is no pending or threatened election
for union representation of IEMI's employees.
(o) Finders. No broker's or finder's fees will be payable by IEMI and IEMI
agrees to hold TIROL PINES harmless from any claim, commission, finder's or
broker's fee because of any act, omission or statement of either party to the
transaction contemplated herein including but not limited to any securities
violations.
(p) Real Property. The document titled "Real Property" which shall be
incorporated by reference and made part of this Agreement contains a correct and
complete list and brief description of all interest in real property or
buildings improvements thereon (other than a leasehold interest and improvements
relating thereto) owned by IEMI, as referenced in the document described,
whether situated within or without the State of Nevada, including any options to
acquire real property.
(q) Leases. The document titled "Leases" which shall be incorporated by
reference and made part of this Agreement contains a correct and complete list
and brief description of all leases or agreements under which IEMI is lessee of
or holds, or operates any property, real or personal, owned by any third party.
Each of such leases and agreements is in full force and effect and constitutes a
legal, valid, and binding obligation of the respective parties thereto
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws relating to the enforcement of
creditors' rights generally and to the availability of equitable remedies which
are subject to the discretion of the Court before which any proceeding therefor
may be brought.
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(r) Tangible Assets. The document titled "Tangible Assets" which shall be
incorporated by reference and made part of this Agreement contains a correct and
complete list and brief description of all machinery, equipment, furniture,
leasehold improvements fixtures, vehicles, structures, owned or leased by IEMI,
any related capitalized items or other tangible property material to the
business of IEMI (the "Tangible Asset"). Except as set forth in this document,
IEMI holds all rights, title and interest in all the properties, interests and
assets, real, personal and mixed, free and clear of all liens, pledges,
mortgage, security interests, conditional sales contracts or any other
encumbrances or liens for current taxes not yet delinquent.
(s) Accounts Receivable. All of IEMI's accounts and other receivables or
thereafter acquired are collectible in full, less any reserves set up for
doubtful receivables on its books.
(t) Inventories. IEMI's inventories, as applicable, or thereafter acquired
are valued at cost or market and consist of items which are of a quality and
quantity usable and/or saleable in the ordinary course of IEMI's business.
(u) Liabilities. As of the date of this Agreement, except as set forth in
a document titled "IEMI's Liabilities", IEMI does not have any direct or
indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation', any liability on account of taxes, any other governmental
charge or lawsuit brought, whether or not of a kind required by generally
accepted accounting principles (all of the foregoing collectively defined as
"Liabilities). As of the Effective Date, IEMI will not have any liabilities,
other than liabilities incurred since the date of the signing of this Agreement
in the ordinary course of business. There is no circumstance, condition, event
or arrangement which may hereafter give rise to any Liabilities not in the
ordinary course of business, except as set forth in the document titled "IEMI's
Liabilities".
(v) Conduct of Business Between the date of this Agreement and the
Effective Date, IEMI shall conduct its business only in the ordinary course
thereof consistent with prudent business judgment and past practice and in such
a manner that the representations and warranties contained in this Section 2
shall be true and correct at and as of the Effective Date (except for changes
contemplated, permitted or required by this Agreement) and so that
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<PAGE> 9
the conditions to be satisfied by IEMI at the Effective Date shall have been
satisfied. IEMI shall not incur expenses or liabilities between the date this
Agreement is signed and the Effective Date other than in the normal course of
business.
(w) Unusual Events. Until the Effective Date, IEMI shall supplement or
amend all relevant documents incorporated by reference and made part of this
Agreement with respect to any matter thereafter arising or discovered which, if
existing or known at the date of this Agreement, would have been set forth or
described in such documents; provided, however, that for the purpose of the
rights and obligations of the parties hereunder, any such material supplemental
disclosure shall not be deemed to have been disclosed to TIROL PINES until the
date IEMI delivers it to TIROL PINES, unless agreed to in writing by TIROL
PINES.
(x) Changes in Business Relationship, IEMI is not aware of any material
changes or threatened changes in its business or client relationships, including
any discontinuance of contractual relationships.
(y) Full Disclosure. No representation or warranty of IEMI and no
statement contained in any document incorporated by reference and made part of
this Agreement furnished by IEMI to TIROL PINES pursuant hereto or in connection
with the transactions contemplated hereby contain or at the Effective Date will
contain any untrue statement of a material fact or omit or will omit to state a
material fact necessary to make such fact not misleading or necessary to provide
TIROL PINES with full information as to IEMI and its affairs.
(z) Representations and Warrants on Effective Date. The representations
and warranties contained in this Section 2 shall be true and complete on the
Effective Date with the same force and effect as though such representations and
warranties had been made on and as of the Effective Date.
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SECTION 3.
REPRESENTATIONS AND WARRANTIES OF TIROL PINES
TIROL PINES hereby represents and warrants to IEMI as follows:
(a) Public Company. TIROL PINES is a public shell company. Its common
stock is not currently traded. As of the date of this Agreement, it has no
market makers. TIROL PINES does not nor is it required to file reports with the
Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of The
Exchange Act.
(b) Public Float and Shares Eligible for Public Resale. On the Effective
Date, TIROL PINES shall have outstanding 1,000,000 shares of common stock which
are Rule 144K, and of which 50,000 are in the public "float". These shares may
be eligible for public resale under Rule 144 of the Act and upon the timely
filing of Form 15(c)211.
(c) Capitalization. As of the Effective Date, TIROL PINES shall have
50,000,000 shares of authorized capital stock, $.001 par value, of which
1,000,000 will be issued and outstanding. All of the outstanding, shares will be
duly and validly issued in accordance with all applicable laws, rules, and
regulations and are fully paid and non-assessable and free of pre-emptive
rights. There are and as of the Effective Date will be no options, warrants,
subscription or other rights or commitments outstanding for the sale, issuance
or redemption of any shares or other securities of TIROL PINES.
(d) Organization and Authority. TIROL PINES is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada, with full corporate power and authority to own its property and assets
and to conduct its business in the manner and the places in which it is now
conducted.
(e) Corporate Action. All corporate action necessary on the part of TIROL
PINES to authorize the execution and delivery to IEMI of this Agreement and the
Articles of Merger and the performance of its obligations thereunder has been or
will have been duly taken prior to the Effective Date. This Agreement and the
Articles of Merger constitute the valid and binding obligations of TIROL PINES
enforceable in accordance with their respective terms. The execution and
delivery of and the consummation of the transactions provided for in this
Agreement and the Articles of Merger will not violate any
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provision of the Certificate of Incorporation, Articles of Incorporation or
Bylaws of TIROL PINES, as applicable, any provision of law, or any judgment,
order or decree of any court or agency or government, applicable to TIROL PINES,
or result in a breach of, default under, or acceleration of any obligation under
any indenture or agreement to which TIROL PINES is a party
(f) Compliance with Other Instruments. Neither the execution nor delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will result in any violation of or be in conflict with any term or any contract
or other instrument to which TIROL PINES is a party or of any judgment, decree,
order, statute, rule or regulation applicable to TIROL PINES, or result in the
creation of any lien, charge or encumbrance on any of its properties or assets,
or result in the acceleration of any obligation of TIROL PINES under any deed of
trust, mortgage, lease, or similar instrument to which it is a party.
(g) Compliance with Laws. TIROL PINES has complied with all federal,
state, county, local laws, ordinances, regulations, inspections, orders,
judgments, injunctions, awards or decrees applicable to it or its business
which, if not complied with, would materially and adversely affect its status as
a public company.
(h) Articles of Incorporation and Bylaws. TIROL PINES's Articles of
Incorporate and Bylaws and any amendments to each, are true, correct and
complete. The minute books of TIROL PINES contain true and complete records of
all meetings and consents in lieu of meetings of their respective Board of
Directors and shareholders since the date of incorporation and accurately
reflect all transactions; referred to therein.
(i) Shell Company. As of the Effective Date, TIROL PINES shall be a shell
company with no assets and no liabilities, including any and all tax
obligations, except as described in Section 3(j). On or before the Effective
Date, TIROL PINES shall furnish to IEMI an audited balance sheet prepared by an
independent certified public accountant that shows TIROL PINES has no assets and
(except as described in Section 3(j)) no liabilities. TIROL PINES shall divest
itself of any business activity on or before the Effective Date. The balance
sheet date shall be a date between the date of this Agreement and the Effective
Date.
(j) Liabilities. Except as set forth in the document titled "Liabilities
of TIROL" which shall be incorporated by reference and made part of this
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Agreement, TIROL PINES has no liabilities, including any contingent liability
related to litigation, and will have no liabilities as of the Effective Date.
The document shall disclose in detail the amount of any liability and the
circumstances related to such liability. With the exception of any contingent
liability related to litigation disclosed in the document titled "Liabilities of
TIROL PINES," all other liabilities arising from or related to litigation shall
be assumed by TIROL PINES.
(k) Disclosures. No representation or warranty of TIROL PINES in this
Agreement, and no statement contained in any document incorporated by reference
and made a part of this Agreement or other document furnished or to be furnished
by TIROL PINES to IEMI pursuant hereto or in connection with the transactions
contemplated hereby contains or at the Effective Date will contain any untrue
statement of a material fact or omit or will omit to state a material fact
necessary to make it not misleading or necessary to provide IEMI with full
information as to TIROL PINES and its affairs.
SECTION - 4.
COVENANTS OF IEMI.
IEMI covenants and agrees as follows:
(a) Conduct of Business. From the date of this Agreement through the
Effective Date, IEMI shall conduct its business in the ordinary course.
(b) Preservation of Business. From the date hereof through the Effective
Date, IEMI shall use its best efforts to preserve its business organization
intact, keep available the services of its present officers, employees,
consultants and agents, maintain its present suppliers and customers and
preserve its goodwill.
(c) Insurance. IEMI at all times will have in effect and maintain
insurance now in force on or with respect to its properties and assets and its
business and will at all times have in effect and maintain insurance coverage
against all hazards, casualties, liabilities, and losses in the amount and of
the character and kind normally carried by corporations engaged in a business
similar to that conducted by it.
(d) Litigation. IEMI shall promptly notify TIROL PINES of any lawsuits,
claims, proceedings or investigations which after the date hereof are
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<PAGE> 13
threatened or commenced against it or any of their respective officers,
directors, employees, consultants, agents, shareholders or other representatives
with respect to the affairs of IEMI.
(e) Dissenting Shareholders. Dissenters rights shall not be demanded prior
to the Effective Date by any of the shareholders of IEMI pursuant to the
provisions of Nevada law, if any, as to dissenters rights.
(f) Continued Effectiveness of Representations and Warranties. From the
date hereof through the Effective Date, IEMI shall conduct its business in such
a manner so that the representations and warranties contained in Section 2 shall
continue to be true and correct on and as of the Effective Date and as if made
on the date of this Agreement, and shall:
(i) promptly give notice to TIROL PINES of any event, condition or
circumstances occurring from the date hereof through the Effective Date
which would render any of the representations or warranties untrue,
incomplete, insufficient or constitute a violation or breach of this
Agreement; and
(ii) supplement the information contained herein in order that such
information is kept current, complete and accurate.
SECTION 5.
COVENANTS OF TIROL PINES.
TIROL PINES covenants and agrees as follows:
(a) Compliance with Laws. TIROL PINES will comply in all material respects
with federal and state regulations necessary to effectuate the exchange of all
outstanding shares of IEMI for shares of common stock of TIROL PINES, as
contemplated by this Agreement
(b) Litigation. TIROL PINES shall promptly notify IEMI of any lawsuits,
claims, proceedings or investigations which after the date hereof are threatened
or commenced against it or against any of their respective officers, directors,
employees, consultants, agents, shareholders or other representatives with
respect to the affairs of TIROL PINES.
(c) Dissenting Shareholders. Dissenters rights shall not be demanded
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prior to the Effective Date by any of the shareholders of TIROL PINES pursuant
to the provisions of Nevada law, if any, as to dissenters rights.
(d) Continued Effectiveness of Representations and Warranties. From the
date hereof to the Effective Date, TIROL PINES shall conduct its business in
such a manner so that the representations and warranties contained in Section 3
shall continue to be true and correct on and as of the Effective Date and as if
made on the date of this Agreement, and shall:
(i) promptly give notice to IEMI of any event, condition or
circumstances occurring from the date hereof through the Effective
Date which would render any of the representations or warranties
untrue, incomplete, insufficient or constitute a violation or breach
of this Agreement; and
(ii) supplement the information contained herein in order that such
information is kept current, complete and accurate.
SECTION 6.
CONDITIONS OF OBLIGATIONS OF TIROL PINES.
The obligations of TIROL PINES to consummate this Agreement and the
transactions contemplated hereby are subject to the satisfaction at or before
the Effective Date of every one of the following conditions, any of which TIROL
PINES may in its sole discretion waive:
(a) Representations and Warranties. The representations and warranties of
IEMI set forth in Section 2 hereof shall be true and correct at and as of the
Effective Date with the same effect as though such representations and
warranties had been made on and as of the date of this Agreement, and any
letter, statement, list, certificate or other written information furnished by
IEMI pursuant hereto or in connection on with the transactions contemplated
hereby shall be true and correct in all material respects at and as of the date
or dates stated therein.
(b) Performance of IEMI. IEMI shall have performed and complied with all
agreements and conditions required by this Agreement to be performed or complied
with by it either prior to or at the Effective Date.
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(c) Governmental Permits and Approvals. Corporate Resolutions. Any and all
permits and approvals from any governmental or regulatory body required for the
lawful consummation of the transaction contemplated shall have been obtained.
(d) Third Party Consents. All consents, Permits and approvals from parties
to any contracts or other agreements with IEMI which may be required in
connection with the performance by IEMI of its obligations under such contacts
or other agreements after the Effective Date shall have been obtained.
(e) Litigation. No action, Suit or proceeding shall have been instituted
before any court or governmental or regulatory body or instituted or threatened
by a governmental or regulatory body to restrain, modify or prevent the carrying
out of the transactions contemplated hereby or to seek damages or a discovery
order in connection with such transactions, or which has or may have, in the
opinion of TIROL PINES, a materially adverse effect on the assets, properties,
business, operations or condition (financial or otherwise) of TIROL PINES.
(f) Absence of Adverse Changes. Since the date of this Agreement, there
shall have been no change in the financial condition, business, or properties of
IEMI which materially and adversely affects the conduct of its business or its
condition, financial or otherwise.
(g) Satisfaction of Indebtedness. Indebtedness and obligations of IEMI to
any of its shareholders and affiliates shall have been satisfied and discharged,
and any documentation evidencing such satisfaction or discharge shall have been
received as requested by TIROL PINES.
(h) No Restraining Order There shall not have been any action or
proceeding instituted or threatened before any court or governmental agency to
restrain or prohibit, or obtain substantial damages in respect of, this
Agreement or the consummation of the transactions contemplated hereby, which in
the opinion of TIROL PINES make it inadvisable to consummate such transaction.
(i) Compliance Certificate. TIROL PINES shall have received a certificate
signed by the President dated as of the Effective Date and satisfactory in form
and substance to TIROL PINES certifying to the fulfillment of the conditions
specified in Section 6(b).
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SECTION 7.
CONDITIONS TO THE OBLIGATIONS OF IEMI.
The obligations of IEMI to consummate this Agreement and the transactions
contemplated hereby are subject to the satisfaction at or before the Effective
Date of each and every one of the following conditions, any of which IEMI may in
its sole discretion waive:
(a) Representations and Warranties. The representations and warranties of
TIROL PINES as set forth in Section 3 hereof shall be true and correct at and as
of the Effective Date with the same effect as though such representations and
warranties had been made on the date of this Agreement, and any letter,
statement, list, certificate or other written information furnished by TIROL
PINES pursuant hereto or in connection with the transactions contemplated hereby
shall be true and correct in all material respects at and as of the date or
dates stated therein.
(b) Performance by TIROL PINES. TIROL PINES shall have performed and
complied with all agreements and conditions required by this Agreement to be
performed or complied with by it either prior to or at the Effective Date.
(c) Absence of Adverse Changes. Since the date of this Agreement, there
shall have been no change in TIROL PINES which materially and adversely affects
its status as a public company.
(d) Compliance Certificate. IEMI shall have received a certificate signed
by the President of TIROL PINES dated as of the Effective Date and satisfactory
in form and substance to IEMI certifying to the fulfillment of the conditions
specified in Section 7(b).
(e) Stock Certificates. At the Effective Date, each Shareholder of IEMI
shall receive a certificate or certificates representing the number of shares of
common stock of TIROL PINES they are entitled to.
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SECTION 8.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
All representations, warranties, agreements, covenants, and obligations
herein made by or in any of the documents incorporated by reference and made a
part of this Agreement shall be deemed to have been relied upon by each of the
other parties, shall survive the Effective Date for a period of two years
thereafter (except that the representations with respect to taxes of IEMI in
Section 2(h) shall continue to exist after the Effective Date for a period of
three years), and shall not merge in the performance of any obligation by any
party hereto.
SECTION 9.
TERMINATION.
(a) This Agreement may be terminated at any time prior to the filing of the
Articles of Merger in the office of the Secretary of the State of Nevada by:
(i) Mutual consent of IEMI and TIROL PINES;
(ii) TIROL PINES if, at the Effective Date, any of the conditions set
forth in Section 6 shall not have been satisfied;
(iii) IEMI if, at the Effective Date, any of the conditions set forth
in Section 7 shall not have been satisfied;
(iv) TIROL PINES, if IEMI has breached any material representation
warranty, covenant or agreement contained in this Agreement;
(v) IEMI, if TIROL PINES has breached any material representation,
warranty, covenant or agreement contained in this Agreement; and
(vi) TIROL PINES, if any legal proceeding is commenced or threatened
by any governmental or regulatory agency or other person directed
against the consummation of the transaction or any other transaction
under this Agreement.
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(b) If this Agreement shall be terminated as provided in Section 9(a), the
Articles of merger shall be deemed to have been abandoned and shall be void
and of no further effect, without any liability on the part of any of the
parties thereto or the stockholders, directors, officers, employees or
agents of any of them.
SECTION 10.
INDEMNIFICATION.
(a) Obligation of IEMI to Indemnify. Subject to the limitations on the
survival of representations and warranties contained in Section 8, IEMI, its
respective officers, directors and employees hereby agree to indemnify, defend
and hold TIROL PINES harmless from and against any losses, liabilities, damages,
deficiencies, costs or expenses (including interest, penalties and reasonable
attorneys fees and disbursements) based upon, arising out of or otherwise due to
any material inaccuracy in or any breach of any representation, warranty,
covenant or agreement of IEMI contained in this Agreement or in any document or
other writing delivered pursuant to this Agreement.
(b) Obligation of TIROL PINES to Indemnify. Subject to the limitations on
the survival of representations and warranties contained in Section 8, TIROL
PINES, its respective officers, directors and employees, hereby agree to
indemnify, defend and hold IEMI harmless from and against any losses,
liabilities, damages, deficiencies, costs or expenses (including interest,
penalties and reasonable attorneys fees and disbursements) based upon, arising
out of or otherwise due to any material inaccuracy in or any breach of any
representation, warranty, covenant or agreement of TIROL PINES contained in this
Agreement or in any document or other writing delivered pursuant to this
Agreement.
SECTION 11.
MISCELLANEOUS.
(a) Notices. All notices or requests, demands and other communications
hereunder shall be deemed to have been duly given if in writing and delivered or
mailed postage prepaid to the parties as follows:
Page 18 of 20
<PAGE> 19
If to IEMI:
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
5801 Wiley Street
Hollywood, Florida 33023
Attn: HAROLD SOLOMON., President
If to TIROL PINES:
TIROL PINES
384 NW 87 ROAD
Plantation, Florida 33324
Attn: Craig Thomas, President
The address of any party for any such notice, request or other
communication may be changed by giving notice of such change to the other
parties as herein above provided.
(b) Fees and Expenses. Each of the parties will bear its own costs and
expenses in connection with the negotiation and the consummation of this
Agreement.
(c) Amendment This Agreement may be amended by mutual agreement of the
parties at any time prior to the Effective Date.
(d) Further Assurances. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated hereby.
Each such party shall use it best efforts to fulfill or obtain the fulfillment
of the conditions.
(e) Law Governing This Agreement shall be deemed to have been entered into
under the laws of the State of Nevada, and the rights and obligations of the
parties hereunder shall be governed and determined according to the laws of said
state, without regard to applicable conflicts of laws.
(f) Resolution of Disputes. Any dispute arising out of or related to this
Agreement or the breach thereof shall be resolved by litigation in Broward
Page 19 of 20
<PAGE> 20
County, Florida. The prevailing party in any such litigation shall be entitled
to reasonable attorneys fees and costs.
(g) Entire Agreement and Counterparts. This Agreement and the documents
incorporated by reference and made a part of it and any other instruments and
agreements to be delivered in conjunction herewith constitute the entire
agreement between the parties with respect to the transactions contemplated
herein and supersede all prior agreements and understandings of the parties with
respect thereto. This Agreement may be executed in one or more counterparts, all
of which taken together shall constitute one instrument.
(h) Construction. This Agreement shall be considered within the fair
meaning of each of its terms and not against the party drafting the document.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto under
their respective seals, as of the day and year first above written.
TIROL PINES
By: /s/ CRAIG THOMAS
-----------------------------------
Craig Thomas, President
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
By: /s/ HAROLD SOLOMON
-----------------------------------
Harold Solomon, President
Page 20 of 20
<PAGE> 1
EXHIBIT 2
ARTICLES OF MERGER
THESE ARTICLES OF MERGER (the "Articles"), dated as of June 16, 1998,
between TIROL PINES, INC. a Nevada corporation ("Surviving Corporation/TIROL
PINES") and INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada Corporation
("IEMI"), the two corporations being herein sometimes collectively called the
"Constituent Corporations."
WITNESSETH:
WHEREAS, the Surviving Corporation is a corporation duly organized and
existing under the laws of the State of Nevada; and
WHEREAS, IEMI is corporation duly organized and existing under the laws
of the State of Florida; and
WHEREAS, the Boards of Directors of the Constituent Corporations hereto
deem it desirable, upon the terms and subject to the conditions herein stated,
that IEMI be merged with and into the Surviving Corporation and that TIROL PINES
be the Surviving Corporation as outlined herein.
NOW THEREFORE, it is agreed as follows:
Section 1
Terms and Conditions/Manner and Basis for Converting Shares
1.1 In accordance with the provisions of these Articles and the
requirements of applicable law, IEMI shall be merged with and into the Surviving
Corporation at the Effective Date (as defined in Section 2 hereof). TIROL PINES
shall be the Surviving Corporation, and the separate existence of IEMI shall
cease at the Effective Date. Consummation of the Merger shall be on the terms
and subject to the conditions set forth herein.
1.2 At the Effective Date, the Surviving Corporation shall continue its
corporate existence as a Nevada corporation and (i) it shall thereupon and
thereafter possess all rights, privileges, powers, franchises and property
(real, personal and mixed) of each of the Constituent Corporations; (ii) all
debts due to either of the Constituent Corporations, on whatever account, all
choses in action and all other things belonging to either of the Constituent
Corporations shall be taken and deemed to be transferred to and shall be vested
in the Surviving Corporation by virtue of the Merger without further act or
deed; and (iii) all rights of creditors and all liens upon any property of any
of the Constituent Corporations shall be preserved unimpaired, limited in lien
to the property affected by such liens immediately prior to the Effective Date,
and all debts, liabilities and duties of the Constituent Corporations
Page l of 8
<PAGE> 2
shall thenceforth attach to the Surviving Corporation.
1.3 At the Effective Date, (i) the Articles of Incorporation and the
Bylaws of the Surviving Corporation, as existing immediately prior to the
Effective Date, shall be and remain the Articles of Incorporation and Bylaws of
the Surviving Corporation; and (ii) the members of the Board of Directors of the
Surviving Corporation holding office immediately prior to the Effective Date
shall resign and be replaced pursuant to Section 1(b)(ii) of the Stock Exchange
and Merger Agreement.
1.4 On the Effective Date, (i) all issued and outstanding shares of
capital stock of IEMI shall be converted into 1,500,000 restricted shares of
TIROL PINES Common Stock, no par value, (the "Common Stock") which shall be
fully paid and non-assessable. In lieu of the issuance of any fractional shares,
the shares of TIROL PINE'S Common Stock to which IEMI's shareholders are
entitled shall be rounded off to the next highest whole number. Until
surrendered and exchanged as herein provided, each outstanding certificate
which, prior to the Effective Date, represented an IEMI security shall be deemed
for all corporate purposes to evidence ownership of the appropriate number of
shares of Common Stock, into which the IEMI security (which, prior to such
Effective Date, were represented thereby) shall have been so converted
1.5 Subject to Section 1.4 above, each holder of a stock certificate or
certificates representing outstanding shares of IEMI capital stock immediately
prior to the Effective Date of the Merger, shall upon surrender of such
certificate or certificates to TIROL PINES after the Effective Date, be entitled
to receive a stock certificate or certificates representing the appropriate
number of shares of TIROL PINES Common Stock as described in Section 1.4 above.
Until actually surrendered, each such IEMI certificate shall, by virtue of the
Merger, be deemed for all purposes to evidence ownership of the appropriate
number of shares of TIROL PINES Common Stock.
1.6 If any certificate representing a TIROL PINES security is to be
issued in a name other than that in which the certificate surrendered is
registered, it shall be a condition of such issuance that the certificate so
surrendered shall be properly endorsed or otherwise in proper form for transfer
and that the person requesting such issuance shall either pay to TIROL PINES or
its transfer agent any transfer or other taxes required by reason of the
issuance of certificates representing a TIROL PINES security in a name other
than that of the registered holder of the certificate surrendered, or establish
to the satisfaction of TIROL PINES or its transfer agent that such tax has been
paid or is not applicable.
Page 2 of 8
<PAGE> 3
SECTION 2
Effective Date
2.1 These Articles shall be submitted to the shareholders entitled to
vote thereon of IEMI as provided by the applicable laws of the State of Florida.
If these Articles are duly adopted by the requisite consent or vote of such
shareholders and are not terminated as contemplated by Section 4, these
Articles, executed in accordance with the law of the State of Nevada shall be
filed with the Secretary of the State of Nevada.
2.2 The Merger shall become effective upon the filing with the
Secretary of State of Nevada and the Secretary of State of Florida, herein
sometimes referred to as the "Effective Date."
SECTION 3
Covenants and Agreements
3.1 Each of the Constituent Corporations hereby covenants to mutually
assist the other and to take all action reasonably necessary to accomplish and
effectuate the terms hereof.
3.2 The Constituent Corporations have entered into a Stock Exchange and
Merger Agreement, of which these Articles of Merger are a part, and said
Agreement has been approved, adopted, certified, executed and acknowledged by
each of the Constituent Corporations in accordance with Nevada law. Said
Agreement thereto is on file at the principal place of business of the Surviving
Corporation located at 5801 Wiley Street, Hollywood, Florida 33023. A copy of
said Agreement will be furnished by the Surviving Corporation, on request and
without cost, to any shareholder of the Constituent Corporations.
SECTION 4
Amendment, Termination and Counterpart Signatures
4.1 At any time prior to the filing of these Articles with the
Secretary of State of the State of Nevada, these Articles may be amended by the
Boards of Directors of the Surviving Corporation and IEMI, to the extent
permitted by state law notwithstanding favorable action on the Merger by the
shareholders of either or both of the Constituent Corporations with respect to
any of the terms contained herein except the terms of conversion provided for in
Section 1.4 hereof
4.2 At any time prior to the filing of these Articles with the
Secretary of State of the State of Nevada, these Articles may be terminated and
abandoned by the Board of Directors of either the Surviving Corporation or IEMI,
notwithstanding
Page 3 of 8
<PAGE> 4
favorable action on the Merger by the shareholders of IEMI.
4.3 These Articles may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
SECTION 5
Appointment of Agent for Service of Process
5.1 Pursuant to applicable provisions of Nevada corporate law, since
the Surviving Corporation in the Merger is to be governed by the laws of the
State of Nevada, said Surviving Corporation does hereby agree that it may be
served with process in the State of Nevada in any proceeding for enforcement of
any obligation of the Surviving corporation of IEMI arising from this Merger,
including any suit or any other proceeding to enforce the rights of any
shareholders as determined in appraisal proceedings pursuant to the corporate
law of the State of Nevada, and does hereby irrevocably appoint the Secretary
of State of the State of Nevada as its agent to accept service of process in any
such suit or other proceedings and does hereby specify that the address to which
a copy of such process shall be made by the Secretary of State of the State of
Nevada is 5701 N. Pine Island Rd., Suite 310B, Tamarac, Nevada 33321, care of
Nevada Atlantic Stock Transfer, Inc.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of
Merger to be executed by an executive officer of each of them pursuant to
authority given by their respective Boards of Directors.
Approved by its Board of Directors by written consent dated JUNE 16,1998.
TIROL PINES By: /s/ CRAIG THOMAS
------------------------------
Craig Thomas / Secretary
BY: /s/ CRAIG THOMAS ATTEST: [SIG]
---------------------------- -------------------------
Craig Thomas, President
Approved by its Board of Directors and by its shareholders by written consent
dated June 16, 1998.
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
BY: /s/ HAROLD SOLOMON
-----------------------------
Harold Solomon / Secretary
BY: /s/ HAROLD SOLOMON ATTEST:
--------------------------------- --------------------------
Harold Solomon, President/CEO
Page 4 of 8
<PAGE> 5
CERTIFICATE OF APPROVAL OF STOCK
EXCHANGE AND MERGER AGREEMENT
The undersigned certifies that:
1. The undersigned is the President of TIROL PINES, a Nevada corporation.
2. The Stock Exchange and Merger Agreement in the form attached was duly
approved by all the members of the Board of Directors of the corporation on June
16, 1998. Shareholder approval was not required.
3. There is only one class of outstanding shares and the number of shares
outstanding is 1,000,000.
I further declare under penalty of perjury under the laws of the State of
Nevada that the matters set forth in this certificate are true and correct to
the best of my knowledge.
Date: /s/ CRAIG THOMAS
-------------------------------
Craig Thomas, President
ACKNOWLEDGMENT
STATE OF FLORIDA )
)ss.
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this 17th day of June
1998, by Craig Thomas, President of TIROL PINES INC., a Nevada corporation, on
behalf of the corporation, as signer of that certain Stock Exchange and Merger
Agreement between TIROL PINES and INTERNATIONAL ENVIRONMENTAL MANAGEMENTS, INC.,
who duly acknowledged to me that he executed the same on behalf of said
corporation. He is personally known to me or has produced Fla. D.L. as
identification and did (did not) take an oath.
Name: James S Gilmore
----------------
Notary Pubic
---------
Serial No. CC 666808
-----------
My Commission Expires: 7/27/2001
-----------
Page 5 of 8
<PAGE> 6
CERTIFICATE PURSUANT TO SECTION 7(d) OF STOCK EXCHANGE
AND MERGER AGREEMENT DATED JUNE 16, 1998
Craig Thomas, President of TIROL PINES, INC. ("TIROL PINES") does hereby certify
as of the date hereof the following:
1. The representations and warranties by TIROL PINES as set forth in
Section 3 of the Stock Exchange and Merger Agreement dated June 16, 1998 (The
"Agreement") are true and correct as of the date hereof, and any statement,
list, certificate or other written information furnished by TIROL PINES pursuant
to the Agreement or in connection with the transactions contemplated thereby are
true and correct in all material respects as of the date set forth therein.
2. TIROL PINES has performed and complied with all agreements and
conditions required by the Agreement.
3. None of the shareholders of TIROL PINES have exercised his or her
dissenters rights pursuant to the General Corporation Law of Nevada.
IN WITNESS WHEREOF, I have signed this certificate as of the 16 day of June,
1998.
/s/ CRAIG THOMAS
------------------------------
Craig Thomas, President
Page 6 of 8
<PAGE> 7
CERTIFICATE OF APPROVAL OF STOCK
EXCHANGE AND MERGER AGREEMENT
The undersigned certifies that:
1. The undersigned is the President of INTERNATIONAL ENVIRONMENTAL
MANAGEMENT, INC., a Nevada corporation.
2. The Stock Exchange and Merger Agreement in the form attached was duly
approved by all the members of the Board of Directors of the corporation on
MARCH 08, 1998. Shareholder approval was not required.
3. There is only one class of outstanding shares and the number of shares
outstanding is 2,500,0O0.
I further declare under penalty of perjury under the laws of the State of
Nevada that the matters set forth in this certificate are true and correct to
the best of my knowledge.
Date: /s/ HAROLD SOLOMON
-------------------------------
Harold Solomon, President
ACKNOWLEDGMENT
STATE OF FLORIDA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this 18th day of
AUGUST 1998, by Harold Solomon, President of INTERNATIONAL ENVIRONMENTAL
MANAGEMENT, INC., a Florida corporation, on behalf of the corporation, as signer
of that certain Stock Exchange and Merger Agreement between TIROL PINES, INC.
and INTERNATIONAL ENV1RONMENTAL MANAGEMENT, INC., who duly acknowledged to me
that he executed the same on behalf of said corporation. He is personally known
to me or has produced Fla Lic # S455-341-54-329 as identification and did (did
not) take an oath.
Name: June Porter
------------------------
NOTARY PUBLIC JUNE PORTER
------------------
SERIAL NO. CC530619
----------------
My Commission Expires: 2/14/2000
-------------
Page 7 of 8
<PAGE> 8
CERTIFICATE PURSUANT TO SECTION 7(d) OF STOCK EXCHANGE
AND MERGER AGREEMENT DATED JUNE 16,1996
Harold Solomon, President of INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
("IEMI") does hereby certify as of the date hereof the following:
1. The representations and warranties by IEMI as set forth in Section 2
of the Stock Exchange and Merger Agreement dated June 16, 1998 (The "Agreement")
are true and correct as of the date hereof, and any statement, list, certificate
or other written information furnished by TIROL PINES pursuant to the Agreement
or in connection with the transactions contemplated thereby are true and correct
in all material respects as of the date set forth therein.
2. IEMI has performed and complied with all agreements and conditions
required by the Agreement.
3. None of the shareholders of IEMI have exercised his or her dissenters
rights pursuant to the General Corporation Law of Florida.
IN WITNESS WHEREOF, I have signed this certificate as of the 16 day of June,
1998.
/s/ HAROLD SOLOMON
--------------------------
Harold Solomon, President
Page 8 of 8
<PAGE> 9
PLAN OF MERGER
PLAN OF MERGER adopted by International Environmental Management, Inc., a
Florida corporation for profit organized under the laws of the state of Florida,
by resolution of its Board of Directors on June 16, 1998, and adopted on June
16, 1998 by Tirol Pines, Inc., a corporation for profit organized under the laws
of the State of Nevada, by resolution of its Board of Directors on June 19,
1998. The names of the corporations planning to merge are: International
Environmental Management, Inc., a corporation for profit organized under the
laws of the state of Florida, and Tirol Pines, Inc., a corporation for profit
organized under the laws of the state of Nevada. The name of the surviving
corporation into which International Environmental Management, Inc. plans to
merge is Tirol Pines, Inc.
1. International Environmental Management, Inc. and Tirol Pines, Inc.
shall, pursuant to the provisions of the Florida Business Corporation Act and
the provisions of the laws of the jurisdiction of organization of Nevada, be
merged with and into a single corporation, Tirol Pines, Inc., which shall be the
surviving corporation upon the effective date of the merger and which is
sometimes hereinafter referred to as the "surviving corporation", and which
shall continue to exist as said surviving corporation under its present name
pursuant to the provisions of the laws of the jurisdiction of its organization.
The separate existence of International Environmental Management, Inc., which is
sometimes hereinafter referred to as the "non-surviving corporation", shall
cease upon the effective date of the merger in accordance with the provisions of
the Florida Business Corporation Act.
2. The Articles of Incorporation of the surviving corporation upon the
effective date of the merger in the jurisdiction of its organization shall be
the Articles of Incorporation of said surviving corporation and said Articles of
Incorporation shall continue in full force and effect until amended and changed
in the manner prescribed by the provisions of the laws of the jurisdiction of
organization of the surviving corporation.
3. The bylaws of the surviving corporation upon the effective date of
the merger in the jurisdiction of its organization will be the bylaws of said
surviving corporation and will continue in full force and effect until changed,
altered or amended as therein provided and in the manner prescribed by the
provisions of the laws of the jurisdiction of its organization.
4. The directors and officers in office of the surviving corporation
upon the effective date of the merger in the jurisdiction of its organization
shall be the members of the first Board of Directors and the first officers of
the surviving corporation, all of whom shall hold their directorships and
offices until the election and qualification of their respective successors or
until their tenure is otherwise terminated in accordance with the bylaws of the
surviving corporation.
Page 1 of 2
<PAGE> 10
5. All issued shares of the non-surviving corporation, upon the
effective date of the merger, shall be converted into all issued shares of the
surviving corporation. The issued shares of the surviving corporation shall be
exchanged for three million (3,000,000) shares of restricted common stock of
International Environmental Management, Inc.
6. The Plan of Merger herein made and approved shall be submitted to
the shareholders of the non-surviving corporation for their approval or
rejection in the manner prescribed by the provisions of the Florida Business
Corporation Act, and the merger of the non-surviving corporation with and into
the surviving shall be authorized in the manner prescribed by the laws of the
jurisdiction of organization of the surviving corporation.
7. In the event that the Plan of Merger shall have been approved by
the shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Florida Business Corporation Act, and in the
event that the merger of the non-surviving corporation with and into the
surviving corporation shall have been duly authorized in compliance with the
laws of the jurisdiction of organization of the surviving corporation, the
non-surviving corporation and the surviving corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the state of Florida and of the state of
Michigan, and that they will cause to be performed all necessary acts therein
and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the non-surviving
corporation and of the surviving corporation, respectively, are hereby
authorized, empowered, and directed to do any and all acts and things, and to
make, execute, deliver, file, and/or record and all instruments, papers, and
documents which shall be or become necessary, proper, or convenient to carry out
or put into effect any of the provisions of this Plan of Merger or of the merger
herein provided for.
9. The merger herein provided for shall become effective in the state
of Florida on June 16, 1998.
Page 2 of 2
<PAGE> 1
EXHIBIT 3
- --------------------------------------------------------------------------------
TIROL PINES, INC.
A Nevada Corporation
- --------------------------------------------------------------------------------
ARTICLES OF INCORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned has this day formed a corporation for the
transaction of business, and the promotion and conduct of the objects and
purposes hereinafter stated, under and pursuant to the laws of the State of
Nevada.
I DO HEREBY CERTIFY:
1. NAME. The name of the corporation, which is hereinafter referred
to as "the corporation", is:
TIROL PINES, INC.
2. REGISTERED OFFICE. The registered office of the corporation and
the resident agent in charge thereof shall be:
Herman G. Herbig, Esq.
1638 Esmeralda Avenue
P. O. Box 879
Minden, Nevada 89423-0879.
(702) 782-4003
Offices for the transaction of any business of the corporation and where
the meetings of the Board of Directors and of the shareholders may be held, and
where the books of the corporation may be kept, may be established and
maintained in any other part of the State of Nevada, or in any other state,
territory or possession of the United States of America, the District of
Columbia, or in any foreign country.
3. CAPITAL STOCK. The amount of the total authorized capital stock of
this corporation is 25,000 shares without nominal or par value. Each share of
stock shall have one (1) vote. Such stock may be issued from time to time
without action by the shareholders for such consideration as may be fixed from
time to time by the Board of Directors, and shares so issued, the full
consideration for which has been paid or delivered, shall be deemed the full
paid up stock, and the holder of such shares shall not be liable for any further
payment thereof. Said stock shall not be subject to assessment to pay the debts
of the corporation, and no paid-up stock and no stock issues as fully paid,
shall ever be
<PAGE> 2
Articles of Incorporation
Page 2
assessed of assessable by the corporation.
4. PREEMPTIVE RIGHTS. The corporation elects to have preemptive
rights.
5. DIRECTORS. The governing board of this corporation shall be known
as Directors, and the number of directors may from time to time be increased or
decreased in such a manner as shall be provided by the bylaws of this
corporation and the laws of the State of Nevada. The name and post office
address of the members of first board of directors, which shall be one director
in number, is as follows:
MARIA FUNK
P.O. Box 2217
Minden, Nevada 89423
6. BOARD OF DIRECTORS. The Board of Directors shall have the power
and authority to make and alter, or amend, the bylaws, to fix the amount in cash
or otherwise to be reserved as working capital, and to authorize and cause to be
executed the mortgages and liens upon property and franchises of the
corporation.
The Board of Directors shall, from time to time, determine whether,
and to what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation, or any of them, shall be
open to the inspection of the shareholders; and no shareholder shall have the
right to inspect any account, book or document of this corporation except as
conferred by the Statutes of Nevada, or authorized by the Directors or by
resolution of the shareholders.
No sale, conveyance, transfer, exchange or other disposition of all
or substantially all of the property and assets of this corporation shall be
made unless approved by the vote or written consent of the shareholders entitled
to exercise two-thirds (2/3) of the voting-power of the corporation.
The shareholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the corporation outside of
the State of Nevada, and at such place as may from time to time be designated by
the bylaws or by resolution of the Board of Directors or shareholders, except as
otherwise required by the laws of the State of Nevada.
The corporation shall indemnify each present and future officer and
director of the corporation and each person who serves at the request of the
corporation as an officer or director of any other corporation, whether or not
such person is also an officer or director of the corporation, against all
costs, expenses
<PAGE> 3
Articles of Incorporation
Page 3
and liabilities, including the amounts of judgments, amounts paid in compromise
settlements and amounts paid for services of counsel and other related expenses,
which may be incurred by or imposed on him or her in connection with any claim,
action, suit, proceeding, investigation or inquiry hereafter made, instituted or
threatened in which he or she may be involved as a party or otherwise by reason
of any past or future action taken or authorized and approved by him or her or
any omission to act as such officer or director, at the time of the incurring or
imposition of such costs, expenses, or liabilities, except such costs, expenses
or liabilities as shall relate to matters as to which he or she shall in such
action, suit or proceeding, be finally adjudged to be liable by reason of his or
her negligence or willful misconduct toward the corporation or such other
corporation in the performance of his duties as such officer or director. As to
whether or not a director or officer was liable by reason of his or her
negligence or willful misconduct toward the corporation or such other
corporation in the performance of his duties as such officer or director, in the
absence of such final adjudication of the existence of liability, the Board of
Directors and each officer and director may conclusively rely upon an opinion of
legal counsel selected by or in the manner designated by the Board of Directors.
The foregoing right of indemnification shall not be exclusive of other rights to
which any such officer or director may be entitled as a matter of law or
otherwise, and shall inure to the benefit or the heirs, executors,
administrators and assigns of each officer or director.
Authority is hereby granted to the shareholders of this corporation to
vote to change, from time to time, the authorized number of directors of this
corporation by a duly adopted amendment to the bylaws of this corporation.
7. INCORPORATOR. The name and post office address of the incorporator
signing these Articles of Incorporation is Herman G. Herbig, Post Office Box 879
Minden, Nevada 89423-0879; Telephone (702) 782-4003.
THE UNDERSIGNED, being the original incorporator hereinbefore named, for
the purpose of forming a corporation to do business both within and without the
State of Nevada, and in pursuance of the general corporation law of the State of
Nevada, does make and file this certificate, hereby declaring and certifying
that the facts hereinabove stated are true, and accordingly have hereunto set my
hand.
DATED AND DONE August 21, 1995.
/s/ HERMAN G. HERBIG
--------------------------------
HERMAN G. HERBIG
<PAGE> 4
Articles of Incorporation
Page 4
STATE OF NEVADA )
)ss.
COUNTY OF DOUGLAS )
On August 21, 1995, before me, the undersigned Notary Public, duly
commissioned and sworn, personally appeared HERMAN G. HERBIG, known to me to be
the person whose name is subscribed to the within instrument, and who
acknowledged to me that he executed the same freely and voluntarily and for the
uses and purposes therein mentioned.
/s/ SANDY DOMBROWSKI
- ----------------------------------
NOTARY PUPLIC
<PAGE> 1
EXHIBIT 4
--------------------------------------------------------
TIROL PINES, INC.
A NEVADA CORPORATION
SECRETARY OF STATE FILE NO. 15296-1995
--------------------------------------------------------
BYLAWS
--------------------------------------------------------
ARTICLE 1 - OFFICES
1.1 REGISTERED OR STATUTORY OFFICE, AND RESIDENT AGENT. The registered or
statutory office of the corporation in the State of Nevada is located at
1638 Ninth Street, Minden, Nevada. The registered, statutory or resident
agent of the corporation in charge of such office is HERMAN G. HERBIG,
ESQ.
1.2 OTHER PLACES OF BUSINESS. Branch or subordinate offices or places of
business may be established at any time by the Board of Directors at any
place or places where the corporation is qualified to do business.
ARTICLE 2 - SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of shareholders shall be held upon
not less than ten, nor more than fifty, days written notice of the time,
place and purposes of the meeting, at 10:00 o'clock A.M. on the 2nd day
of the month of January of each year, at the principal office of the
corporation or at such other time and place as shall be specified in the
notice of meeting, in order to elect directors and transact such other
business as shall come before the meeting, including the election of any
officers as required by law. If that date is a legal holiday, the meeting
shall be held at the same hour on the next succeeding business day.
2.2 SPECIAL MEETINGS. A special meeting of shareholders may be called for
any purpose by the President or the Board of Directors, or as permitted
by law. A special meeting shall be held upon not less than ten, nor more
than fifty, days written notice of the time, place and purposes of the
meeting.
2.3 ACTION WITHOUT MEETING. The shareholders may act without a meeting if,
prior or subsequent to such action, each shareholder who would have been
entitled to vote upon such action shall consent in writing to such
action. Such written consent or consents shall be filed in the minute
book.
2.4 QUORUM. The presence at a meeting in person or by proxy of the holders of
shares entitled to cast a majority (more than 50%) of all shares issued
and outstanding shall constitute a quorum.
2.5 RECORD DATE. The record date for all meetings of shareholders shall be as
fixed by the Board of Directors or as provided by Statute.
ARTICLE 3 - BOARD OF DIRECTORS
3.1 NUMBER AND TERM OF OFFICE. The Board of Directors shall consist of three
in number, or the number of shareholders, whichever shall be the least.
Each director shall be elected by the shareholders at each annual meeting
and shall hold office until the next annual meeting of shareholders and
until that director's successor shall have been elected and qualified.
3.2 REGULAR MEETINGS. A regular meeting of the Board shall be held without
notice immediately following and at the same place as the annual
shareholders' meeting for the purposes of electing officers and
conducting such other business as may come before the meeting. The Board,
by resolution, may provide for additional regular meetings which may be
held without notice, except to members not present at the time of the
adoption of the resolution.
3.3 SPECIAL MEETINGS. A special meeting of the Board may be called at any
time by the President or by the Directors for any purpose. Such meeting
shall be held upon not less than five (5) days notice if given orally
(either by telephone or in person), or by telegraph, or upon not less
than ten (10) days notice if given by depositing the notice in the
United States Mail, postage prepaid. Such notice shall specify the time,
place and purposes of the meeting.
<PAGE> 2
3.4 ACTION WITHOUT MEETING. The Board may act without a meeting if, prior
to such action, each member of the Board shall consent in writing
thereto. Such consent or consents shall be filed in the minute book.
3.5 QUORUM. A majority of the entire Board shall constitute a quorum for
the transaction of business.
3.6 VACANCIES IN BOARD OF DIRECTORS. Vacancies in the Board, whether caused
by removal, death, mental or physical incapacitation or any other reason,
including vacancies caused by an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining
Directors, even though less than a quorum of the Board, or by a sole
remaining director.
ARTICLE 4 - WAIVERS OF NOTICE
Any Notice required by these Bylaws, the Articles of Incorporation or the
law of the State of Nevada may be waived in writing by any person entitled to
notice. The waiver or waivers may be executed either before, at or after the
event with respect to which notice is waived. Each Director or shareholder
attending a meeting without protesting the lack of proper notice, prior to the
conclusion of the meeting, shall be deemed conclusively to have waived such
notice.
ARTICLE 5 - OFFICERS
5.1 ELECTION. At its regular meeting following the annual meeting of
shareholders, the Board shall elect a President, a Treasurer, a Secretary
and such other officers as shall be elected by the shareholders. It may
elect such other officers, including one or more Vice Presidents, as it
shall deem necessary. One person may hold three or more offices, and one
person may hold the offices of President, Secretary and Treasurer at the
same time.
5.2 DUTIES AND AUTHORITY OF PRESIDENT. The President shall be chief
executive officer of the Corporation. Subject only to the authority of
the Board, he shall have general charge and supervision over, and
responsibility for, the business and affairs of the corporation. Unless
otherwise directed by the Board, all other officers shall be subject to
the authority and supervision of the President. The President may enter
into and execute in the name of the corporation, contracts or other
instruments in the regular course of business or contracts or other
instruments not in the regular course of business which are authorized,
either generally or specifically, by the Board. He shall have the general
powers and duties of management usually vested in the office of President
of a corporation.
5.3 DUTIES AND AUTHORITY OF VICE-PRESIDENT. The Vice President shall perform
such duties and have such authority as from time to time may be delegated
to him by the President or by the Board. In the event of the absence,
death, inability or refusal to act by the President, the Vice President
shall perform the duties and be vested with the authority of the
President.
5.4 DUTIES AND AUTHORITY OF TREASURER. The Treasurer shall have the custody
of the funds and securities of the Corporation and shall keep or cause to
be kept regular books of account for the corporation. The Treasurer shall
perform such other duties and possess such other powers as are incident
to that office or as shall be assigned by the President or the Board.
5.5 DUTIES AND AUTHORITY OF SECRETARY. The Secretary shall cause notices
of all meetings to be served as prescribed in these Bylaws and shall
keep, or cause to be kept, the minutes of all meetings of the
shareholders and the Board. The Secretary shall perform such other
duties and possess such other powers as are incident to that office or
as are assigned by the President or the Board.
5.6 REMOVAL OF OFFICERS. The Board may remove any officer or agent of the
corporation if such action, in the judgment of the Board, is in the best
interest of the corporation. Appointment or election to a corporate
office shall not, of itself, establish or create contract rights.
5.7 VACANCIES IN OFFICES. The Board, in its absolute discretion, may fill
all vacancies in offices, regardless of the cause of such vacancies, for
the remainder of the terms of the offices.
<PAGE> 3
ARTICLE 6 - AMENDMENTS TO AND EFFECT OF BYLAWS
FISCAL YEAR; ISSUANCE OF STOCK
6.1 FORCE AND EFFECT OF BYLAWS. These Bylaws are subject to the provisions of
the law of the State of Nevada and the Corporation's Articles of
Incorporation, as it may be amended from time to time. If any provision
in these Bylaws is inconsistent with a provision in the laws of the State
of Nevada or the Articles of Incorporation, the laws of the State of
Nevada shall govern.
6.2 INCORPORATOR. Wherever in these Bylaws references are made to more than
one incorporator, director or shareholder, they shall, if this is a sole
incorporator, director, shareholder corporation, be construed to mean the
solitary person; and all provisions dealing with the quantum of
majorities or quorums shall be deemed to mean the action by the one
person constituting the corporation.
6.3 AMENDMENTS TO BYLAWS. These Bylaws may be altered, amended or repealed by
the shareholders or the Board. Any Bylaw adopted, amended or repealed by
the shareholders may be amended or repealed by the Board, unless the
resolution of the shareholders adopting such Bylaw expressly reserves to
the shareholders the right to amend or repeal it.
6.4 FISCAL YEAR. The fiscal year of the corporation shall begin on the first
day of January of each year.
DATED AND DONE September 6, 1995
/s/ HERMAN G. HERBIG
-----------------------------
Secretary
CERTIFICATE OF SECRETARY
THIS IS TO CERTIFY that I am the duly elected and qualified Secretary of TIROL
PINES, Inc. for the meeting held on this date. The foregoing Bylaws,
constituting a true original copy were duly adopted as the Bylaws of said
corporation on this date by the Directors of said corporation. Said Bylaws have
not been modified or rescinded and at the date of this Certificate are in full
force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand on this day, September 6, 1995
/s/ HERMAN G. HERBIG
-----------------------------
Secretary
HERMAN G. HERBIG
ATTORNEY AT LAW - MINDEN, NEVADA
702-782-4003
<PAGE> 1
EXHIBIT 5
SUBSCRIPTION AGREEMENT
TERMS:
1. GENERAL.
This Subscription Agreement sets forth the terms under which the
undersigned (the "Investor") will invest in International Environmental
Management, Inc. (the "Corporation"), a corporation formed under the laws of the
State of Nevada, for the purpose of engaging in the 220 Megahertz specialized
Mobile Radio, Paging and related communications business; to engage in any and
all activities related or incidental to these purposes; and, to perform any acts
to accomplish the foregoing purposes. This Subscription is one of a limited
number of Subscriptions for the purchase of shares (the "Shares") of the
Corporation by a limited number of suitable investors. Execution of this
Subscription Agreement by the Investor shall constitute an offer by the Investor
to subscribe for the number of Shares set forth in Section 2 hereof on the terms
and conditions specified herein. The Corporation has the right to reject such
Subscription offer or, by executing a copy of this Subscription Agreement, to
accept such offer. The financial inability of the Investor to bear the economic
risk of this investment in accordance with the Securities Act, of 1933, as
amended (the "Securities Act"), or in accordance with the definition of a
sophisticated investor as set forth under the Securities Act of 1933, as
amended, shall be a cause for the rejection of this Subscription offer. If the
Investor's application is rejected, the payment accompanying this Subscription
Agreement (described in paragraph 2 hereof) will be returned with the notice of
rejection.
Proceeds of this private placement shall immediately be disbursed to the
Corporation.
2. SUBSCRIPTION AMOUNT AND PAYMENTS.
The Investor hereby subscribes for 225,000 Shares of the Corporation's common
stock at a price of $.50 per Share and tenders its payment of $112,500.00
payable to International Environmental Management, Inc., as full payment for
the aggregate Shares specified above.
3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Investor represents, warrants and covenants to the Corporation as
follows:
(a) The Investor (i) has received no general solicitation or
advertisement and has attended no seminar or meeting with regard to the Shares
subscribed for hereunder, (ii) can bear the economic risk of losing the entire
investment herein, (iii) has, alone or together with such Investor's
Representative, if any, (as hereinafter defined) such knowledge and experiences
in financial matters that the investor is capable of evaluating the relative
risks and merits of this Investment, and (iv) is acquiring the Investment Unit
for the Investor's own account, for investment only and not with a view toward
the resale or distribution thereof;
<PAGE> 2
(b) The Investor acknowledges that the person or persons named on page 5
below, if any, has or have (i) in evaluating the investment as contemplated
hereby, advised the Investor as to the merits and risk of the Investment in
general and the suitability of the investment for the Investor in particular
and (ii) the Representative has confirmed to the Investor in writing (a copy of
which instrument shall be annexed to this Agreement by the Investor on
execution) any past, present or future material relationship, actual or
contemplated, between the Representative and any person or entity, or affiliate
of any such person or entity (including, without limitation, the receipt by
such Representative of any selling commissions in connection with the
Investor's purchase of the common stock);
(c) The Investor understands that the offer and sale of the Shares is being
made with the use of a Private Placement Memorandum. The Investor is familiar
with the nature of, and risk attendant to, investments of the type being
subscribed for, and has been advised and understands that his investment is
speculative, involves a high degree of risk, and could result in the loss of
his entire investment. The investor is fully aware of the material risks
associated with an investment in the Corporation and confirms that he was
previously informed that all documents, records and books pertaining to this
investment will be at all times available from the Corporation and that all
documents, records and books pertaining to this investment requested by the
Investor have been made available to the Investor and if applicable, the
persons retained to advise him/her;
(d) The Investor, and/or his/her Representative, if any, has had an
opportunity to ask questions of and receive answers from the President and/or
other officers of the Corporation concerning (i) the terms and conditions of
the Subscription Agreement and the transactions contemplated hereby, as well as
the affairs of the Corporation and related matters and (ii) any arrangements or
proposed arrangements of the Corporation related to any of its shareholders
that are not identical to those related to all of its shareholders;
The investor, and/or Representative if any, has had an opportunity to obtain
additional information necessary to verify the accuracy of the information
referred to in subparagraph (d) hereof;
(f) Any information supplied to the investors by the Corporation or the
President or any other person is intended solely to assist him and/or his
Purchaser Representative, if any, in conducting an investigation into the
merits of such participation and is not to be considered a representation of
the Corporation.
(g) The Investor has received, completed and returned to the Corporation a
questionnaire relating to the Investor's general ability to bear the risks of
an investment in the Corporation and suitability as a investor in a private
offering and the investor hereby affirms the correctness of the answers to
questionnaire;
<PAGE> 3
(h) The Investor will not transfer or assign this Subscription, the shares,
or any interest therein if this Subscription is accepted, the assignment and
transferability of the Shares subscribed for by the Investor being governed by
an Investment Letter and Agreement to be signed by each investor and the
Corporation; and by all applicable laws;
(i) The investor understands that the Shares have not been registered under
the Federal Securities Act of 1933, as amended, or any State securities laws on
the presumption that the issuance and sale of he shares is exempt as not
involving a public offering and that the investor had availed himself of the
opportunity to gain access to the same information made available in a 1933 Act
registration statement. The Investor further acknowledges that the Corporation's
reliance on such exemption is materially based on the foregoing representations,
warranties and covenants by the Investor.
4. RESPONSIBILITY.
The President of the Corporation will exercise his best judgment in the
conduct of all matters arising under this Subscription Agreement; Provided,
however, that this provision shall not enlarge, limit or otherwise affect the
liability of the Corporation or its President. The Investor shall indemnify and
hold harmless the Corporation; any corporation of entity affiliated with the
Corporation; the officers, directors and employees of any of the foregoing; or
any professional adviser thereto, from and against any and all loss, damage,
liability or expense, including costs and reasonable attorney's fees at trial or
on appeal, to which said entities and persons may be subject or which said
entities and persons incur by reason of or in connection with any
misrepresentation made by the Investor, any breach of any of the Investor's
warranties or the Investor's failure to fulfill any of the covenants of
agreement under this subscription Agreement.
5. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The representations, warranties, covenants and agreements contained
herein shall survive the delivery of and the payment for the Shares.
6. NOTICES.
Any and all notices, designations, consents, offers, acceptances or any
other communication provided for herein shall be given in writing by registered
or certified mail which shall be addressed in the case of the Corporation to
International Environmental Management, Inc., at its address located at 5801
Wiley Street, Hollywood, Florida 33023 and in the case of the Investor, to the
address set forth at the end of this letter, or to the address appearing on the
books of the Corporation or to such other address as may be designated by the
Investor or the Corporation in writing.
<PAGE> 4
7. MISCELLANEOUS.
This Agreement shall be governed by, construed and enforced in accordance
within the laws of the State of Florida both substantive, procedural and
remedial. The section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
This Agreement shall be binding on and shall inure to the benefit of the Parties
and their respective rights and obligations of the Parties hereunder shall not
be assembled by any party hereto without the prior written consent of the other.
This Agreement represents the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof; and cannot be
amended, supplemented or modified except by an instrument in writing signed by
the party against whom enforcement of any such amendment, supplement or
modification is sought. The failure of any provision of this Agreement shall in
no manner affect the right to enforce the other provisions of same, and the
waiver of any party of any breach of any provision of this Agreement shall not
be construed to be a waiver by such party of any succeeding breach of such
provision or waiver by such party of any breach of any provision.
8. INVESTOR INFORMATION
PLEASE PRINT THE FOLLOWING INFORMATION
<TABLE>
<S> <C> <C> <C>
Global Capital
Group, Inc. 65-0765008 [ILLEGIBLE]
- --------------- ----------------- ------------------- ------------------
Investor's Name Investor's Social Name of Investor's
Security Number Boca Raton, FL Representative
-------------------
Investor's Address
</TABLE>
<PAGE> 5
EXECUTION PAGE
IN WITNESS WHEREOF, I have executed this Agreement as Investor this 5th
day of October, 1999.
[SIG]
--------------------------------
(Investor Signature)
SUBSCRIPTION ACCEPTED:
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
By: /s/ Harold Solomon, President
-----------------------------
Harold Solomon, President
Date: October 5, 1999
-----------------------------
<PAGE> 6
SUBSCRIPTION AGREEMENT
TERMS:
1. GENERAL.
This Subscription Agreement sets forth the terms under which the
undersigned (the "Investor") will invest in International Environmental
Management, Inc. (the "Corporation"), a corporation formed under the laws of the
State of Nevada, for the purpose of engaging in the 220 Megahertz specialized
Mobile Radio, Paging and related communications business; to engage in any and
all activities related or incidental to these purposes; and, to perform any acts
to accomplish the foregoing purposes This Subscription is one of a limited
number of Subscriptions for the purchase of shares (the "Shares") of the
Corporation by a limited number of suitable investors. Execution of this
Subscription Agreement by the Investor shall constitute an offer by the Investor
to subscribe for the number of Shares set forth in Section 2 hereof on the terms
and conditions specified herein. The Corporation has the right to reject such
Subscription offer or, by executing a copy of this Subscription Agreement to
accept such offer. The financial inability of the Investor to bear the economic
risk of this investment in accordance with the Securities Act of 1933, as
amended (the "Securities Act") or in accordance with the definition of a
sophisticated investor as set forth under the Securities Act of 1933, as
amended, shall be a cause for the rejection of this Subscription offer. If the
Investor's application is rejected, the payment accompanying this Subscription
Agreement (described in paragraph 2 hereof) will be returned with the notice of
rejection.
Proceeds of this private placement shall immediately be disbursed to the
Corporation.
2. SUBSCRIPTION AMOUNT AND PAYMENTS.
The Investor hereby subscribes for 215,000 Shares of the Corporation's common
stock at a price of $ .50 per Share and tenders its payment of $107,500 payable
to International Environmental Management, Inc., as full payment for the
aggregate Shares specified above.
3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Investor represents, warrants and covenants to the Corporation as
follows:
(a) The Investor (i) has received no general solicitation or
advertisement and has attended no seminar or meeting with regard to the Shares
subscribed for hereunder, (ii) can bear the economic risk of losing the entire
investment herein, (iii) has, alone or together with such Investor's
Representative, if any, (as hereinafter defined) such knowledge and experiences
in financial matters that the investor is capable of evaluating the relative
risks and merits of this Investment, and (iv) is acquiring the Investment Unit
for the Investor's own account, for investment only and not with a view toward
the resale or distribution thereof;
<PAGE> 7
(b) The Investor acknowledges that the person or persons named on page 5
below, if any, has or have (i) in evaluating the investment as contemplated
hereby, advised the Investor as to the merits and risk of the Investment in
general and the suitability of the investment for the Investor in particular and
(ii) the Representative has confirmed to the Investor in writing (a copy of
which instrument shall be annexed to this Agreement by the Investor on
execution) any past, present or future material relationship, actual or
contemplated, between the Representative and any person or entity, or affiliate
of any such person or entity (including, without limitation, the receipt by
such Representative of any selling commissions in connection with the Investor's
purchase of the common stock);
(c) The Investor understands that the offer and sale of the Shares is being
made with the use of a Private Placement Memorandum. The Investor is familiar
with the nature of, and risk attendant to, investments of the type being
subscribed for, and has been advised and understands that his investment is
speculative, involves a high degree of risk, and could result in the loss of
his entire investment. The investor is fully aware of the material risks
associated with an investment in the Corporation and confirms that he was
previously informed that all documents, records and books pertaining to this
investment will be at all times available from the Corporation and that all
documents, records and books pertaining to this investment requested by the
Investor have been made available to the Investor and if applicable, the
persons retained to advise him/her;
(d) The Investor, and/or his/her Representative, if any. has had an
opportunity to ask questions of and receive answers from the President and/or
other officers of the Corporation concerning (i) the terms and conditions of the
Subscription Agreement and the transactions contemplated hereby, as well as the
affairs of the Corporation and related matters and (ii) any arrangements or
proposed arrangements of the Corporation related to any of its shareholders that
are not identical to those related to all of its shareholders;
The investor, and/or Representative if any, has had an opportunity to obtain
additional information necessary to verify the accuracy of the information
referred to in subparagraph (d) hereof;
(f) Any information supplied to the investors by the Corporation or the
President or any other person is intended solely to assist him and/or his
Purchaser Representative, if any, in conducting an investigation into the
merits of such participation and is not to be considered a representation of
the Corporation.
(g) The Investor has received, completed and returned to the Corporation a
questionnaire relating to the Investor's general ability to bear the risks of
an investment in the Corporation and suitability as a investor in a private
offering and the investor hereby affirms the correctness of the answers to
questionnaire;
<PAGE> 8
(h) The Investor will not transfer or assign this Subscription, the shares,
or any interest therein if this Subscription is accepted, the assignment and
transferability of the Shares subscribed for by the Investor being governed by
an Investment Letter and Agreement to be signed by each investor and the
Corporation; and by all applicable laws;
(i) The investor understands that the Shares have not been registered under
the Federal Securities Act of 1933, as amended, or any State securities laws on
the presumption that the issuance and sale of he shares is exempt as not
involving a public offering and that the investor had availed himself self of
the opportunity to gain access to the same information made available in a 1933
Act registration statement The Investor further acknowledges that the
Corporation's reliance on such exemption is materially based on the foregoing
representations, warranties and covenants by the Investor.
4. RESPONSIBILITY.
The President of the Corporation will exercise his best judgment in the
conduct of all matters arising under this Subscription Agreement; Provided,
however, that this provision shall not enlarge, limit or otherwise affect the
liability of the Corporation or its President. The Investor shall indemnify and
hold harmless the Corporation; any corporation of entity affiliated with the
Corporation; the officers, directors and employees of any of the foregoing; or
any professional adviser thereto, from and against any and all loss, damage,
liability or expense, including costs and reasonable attorney's fees at trial or
on appeal, to which said entities and persons may be subject or which said
entities and persons incur by reason of or in connection with any
misrepresentation made by the Investor, any breach of any of the Investor's
warranties or the Investors failure to fulfill any of the covenants of agreement
under this subscription agreement.
5. SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
The representations, warranties, covenants and agreements contained
herein shall survive the delivery of and the payment for the Shares.
6. NOTICES.
Any and all notices, designations, consents, offers acceptances or any
other communication provided for herein shall be given in writing by registered
or certified mail which shall be addressed in the case of the Corporation to
International Environmental Management, Inc., at its address located at 5801
Wiley Street, Hollywood, Florida 33023 and in the case of the Investor, to the
address set forth at the end of this letter, or to the address appearing on the
books of the Corporation or to such other address as may be designated by the
Investor or the Corporation in writing.
<PAGE> 9
7. MISCELLANEOUS.
This Agreement shall be governed by, construed and enforced in accordance
within the laws of the State of Florida both substantive, procedural and
remedial. The section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
This Agreement shall be binding on and shall inure to the benefit of the Parties
and their respective rights and obligations of the Parties hereunder shall not
be assembled by any party hereto without the prior written consent of the other.
This Agreement represents the entire understanding and agreement between the
parties hereto with respect to the subject matter hereof; and cannot be amended
supplemented or modified except by an instrument in writing signed by the party
against whom enforcement of any such amendment, supplement or modification is
sought. The failure of any provision of this Agreement shall in no manner affect
the right to enforce the other provisions of same, and the waiver of any party
of any breach of any provision of this Agreement shall not be construed to be a
waiver by such party of any succeeding breach of such provision or waiver by
such party of any breach of any provision.
8. INVESTOR INFORMATION
PLEASE PRINT THE FOLLOWING INFORMATION
<TABLE>
<S> <C> <C> <C>
Global Capital
Group, Inc. 65-0393244 1499 W Palmetto Pk Rd
- --------------- ----------------- ------------------- ------------------
Investor's Name Investor's Social Boca Raton, FL Name of Investor's
Security Number ------------------- Representative
Investor's Address
</TABLE>
<PAGE> 10
EXECUTION PAGE
IN WITNESS WHEREOF, I have executed this Agreement as Investor this 5th
day of October, 1999.
[SIG]
--------------------------------
(Investor Signature)
SUBSCRIPTION ACCEPTED:
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
By: /s/ HAROLD SOLOMON, President
-----------------------------
Harold Solomon, President
Date: October 5, 1999
-----------------------------
<PAGE> 1
Exhibit 6
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into by and between
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC., et. al., a Nevada Corporation (the
"Company") and all successor corporate entities; and GLOBAL CAPITAL GROUP, INC.,
a Florida corporation (the "Consultant"); the Company and the Consultant being
hereinafter collectively referred to as the "Parties" and generically as a
"Party".
PREAMBLE
WHEREAS, the Consultant has substantial experience in the areas of
financial consulting and venture capital financing; and
WHEREAS, the Company desires to retain the Consultant's services and has
requested that the Consultant include the Company within its selected and
limited group of clients; and
WHEREAS, the Consultant is agreeable to such arrangement and is willing
to forego significant other opportunities of a similar nature, subject to the
following terms and conditions:
NOW, THEREFORE, in consideration for the Consultant's agreement to
perform the hereinafter described services as well as of the premises, the sum
of TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:
<PAGE> 2
WITNESSETH:
ARTICLE ONE
RETENTION
1.1 DUTIES - GENERAL PURPOSE
_______The Company hereby engages and retains the Consultant to act as its
exclusive agent to assist it in developing corporate programs and structuring
corporate transactions and affairs as the Consultant deems necessary to enable
the Company to establish its operations as envisioned by the Company's business
plan which has been discussed by the Parties. The Company acknowledges that
Consultant is not a NASD member firm and is not acting in the capacity of a
broker/dealer in performing its duties as set forth herein.
1.2 DEVELOPING DUTIES
_______The Consultant's duties, which relate to the operation of the Company and
for which he will receive the compensation specified elsewhere in this Agreement
are:
1.3 To make recommendations on and assist in introducing the Company and its
business concept to one or more registered NASD member firms who will
participate in raising capital for the Company through the sale of the Company's
common stock pursuant to a limited or private offering exemption. Consultant
shall also introduce the Company to other consultants specializing in various
areas of corporate finance and development, shareholder communications, and
public relations.
<PAGE> 3
1.4 FINANCIAL DUTIES
_______The Consultant's duties that relate to the financial aspects of the
Company and for which it will receive the compensation specified elsewhere in
this Agreement include but are not limited to locating an investment source for
funding an offering of the Company's securities; introducing the Company to NASD
member firms for funding and market-making purposes.
1.5 ADDITIONAL DUTIES
_______In the event the Company requests that the Consultant render services to
it other than those specified in this Agreement, the Company and the Consultant
shall enter into a written supplemental agreement setting forth the duties to be
performed and the compensation therefore.
1.6 TERM
The initial term of this non-exclusive Agreement shall be two years;
however, it shall be automatically renewed for continuing one year terms unless
either Party gives to the other, within 30 days prior to the end of the annual
term then in effect, written notice of intention not to renew, which notice may
contain requested modifications to this Agreement, the written and signed
acceptance of which by the notified Party shall result in an amendment and
extension of this Agreement without requirement for further action. In the event
that this Agreement is terminated, Company acknowledges that payments due
Consultant are still due pursuant to the terms of this Agreement and that all
payments thereby due Consultant for services performed will remain a continuing
obligation on the Company.
<PAGE> 4
ARTICLE TWO
CONSULTANT'S COMPENSATION
2.1 COMPENSATION
_______As compensation for the services to be provided pursuant to this
Agreement, the Consultant shall receive from the Company for the services herein
described, the following compensation:
(a) For Consultant's services, Consultant shall be entitled to receive
immediately 200,000 (two hundred thousand) shares of the Company's
issued and outstanding common stock.
(b) Also, the exclusive right to participate in up to, but not limited
to $950,000 (nine hundred and fifty thousand dollars) of the
companies regulation 504 D common stock offering at $.50 (fifty
cents) per share
2.2 MISCELLANEOUS
_______(a) Closing is contingent upon the Company receiving proceeds from the
sale of its securities in the limited offering.
(b) The Company designates and empowers the Consultant to act as its
representative for the purposes of performing the Consultant's duties specified
in Section One and to assist in effectuating a successful offering of the
Company's securities.
<PAGE> 5
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
3.1 The Company hereby represents, warrants and covenants that it will keep
the Consultant fully informed of all material Company plans and developments,
that all such information will be true, and will not omit any information
necessary, in light of the information provided, to render such information not
misleading.
3.2 The Parties acknowledge that the shares of common stock issued pursuant
to this Agreement may be shares of any successor entity pursuant to a
reorganization or merger between the Company and any other entity.
ARTICLE FOUR
MISCELLANEOUS
4.1 NOTICES
All notices, demands or other written communications hereunder shall be
in writing, and unless otherwise provided, shall be deemed to have been duly
given on the first business day after mailing by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
<PAGE> 6
TO CONSULTANT: Global Capital Group, Inc.
225 Mizner Blvd. Suite# 640
Boca Raton, Florida 33432
TO THE COMPANY: International Environmental Management, Inc.
5801 Wiley Street
Hollywood, FL 33023
in each case, with copies to such other address or to such other persons as any
Party shall designate to the others for such purposes in the manner hereinabove
set forth.
4.2 Amendment
_______No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is in writing and signed by Parties.
4.3 Merger
_______This instrument, together with the instruments referred to herein,
contains all of the understandings and agreements of the Parties with respect
to the subject matter discussed herein. All prior agreements whether written or
oral are merged herein and shall be of no force or effect.
4.4 Survival
_______The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
<PAGE> 7
4.5 Severability
_______If any provision or any portion of any provision of this Agreement, other
than a conditions precedent, if any, or the application of such provision or any
portion thereof to any person or circumstance shall be held invalid or
unenforceable, the remaining portions of such provision and the remaining
provisions of this Agreement or the application of such provision or portion of
such provision as is held invalid or unenforceable to persons or circumstances
other than those to which it is held invalid or unenforceable, shall not be
affected thereby.
4.6 Governing Law and Venus
_______This Agreement shall be construed in accordance with the laws of the
State of Florida and any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.
4.7 Litigation
_______In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including reasonable
attorneys' fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
4.8 Benefit of Agreement
_______The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties, jointly and severally, their successors,
assigns, personal representatives, estate, heirs and legatees.
<PAGE> 8
4.9 Captions
_______The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
4.10 Number and Gender
_______All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
4.11 Further Assurances
_______The Parties hereby agree to do, execute, acknowledge and deliver or cause
to be done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
4.12 Status
_______Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship or lesser-lessee
relationship but, rather, the relationship established pursuant hereto is that
of principal and independent contractor-agent.
4.13 Counterparts
_______This Agreement may be executed in any number of counterparts. All
executed counterparts shall constitute one Agreement notwithstanding that all
signatories are not signatories to the original or the same counterpart.
(SIGNATURES ON NEXT PAGE)
<PAGE> 9
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of
the 2(nd) of June, 1999.
Signed, Sealed & Delivered
in Our Presence
GLOBAL CAPITAL GROUP, INC.
- ---------------------------
By: [SIG]
- --------------------------- --------------------------------
David Van Vort, President
INTERNATIONAL ENVIRONMENTAL
- --------------------------- MANAGEMENT, INC.
By:
- --------------------------- --------------------------------
Harold Salomon C.E.O
<PAGE> 10
[GLOBAL CAPITAL MANAGEMENT GROUP, INC. ICON]
- --------------------------------------------------------------------------------
Global Capital Management Group, Inc.
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of
the 2(nd) of June, 1999,
Signed, Sealed & Delivered
in Our Presence
GLOBAL CAPITAL GROUP, INC.
- ---------------------------
By: [SIG]
- --------------------------- --------------------------------
David Van Vort, President
INTERNATIONAL ENVIRONMENTAL
- --------------------------- MANAGEMENT, INC.
By: /s/ Harold Solomon
- --------------------------- --------------------------------
Harold Salomon C.E.O
<PAGE> 1
Exhibit 7. Subsidiaries of Registrant
Registrant owns one subsidiary, Broward Recycling, Inc. ("BRI"). BRI was
incorporated under the laws of the State of Florida on July 10, 1981. BRI
operates only in the State of Florida.
