SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
August 27, 1996
Date of Report
(Date of Earliest Event Reported)
WEALTH INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-05844-NY 87-0443026
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
1190 North Spring Creek Place, Suite A
Springville, Utah 84663
(Address of Principal Executive Offices)
Registrant's Telephone Number
(801) 489-8414
IMPRESSIVE VENTURES, LTD.
1969 West North Temple
Salt Lake City, Utah 84116
(Former Name or Former Address if changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
(a) Pursuant to an Agreement and Plan of Exchange dated July 23,
1996, and a First Amendment to the Agreement and Plan of Exchange dated as of
July 23, 1996 (the Plan ), between the Registrant; Wealth International,
Inc., a Utah corporation ( Wealth Utah ); and Ronald A. Nilsson and Richard T.
Smith, the sole stockholders of Wealth Utah (sometimes collectively called the
Wealth Utah Stockholders ), the Wealth Utah Stockholders became the
controlling stockholders of the Registrant in a transaction viewed as a
reverse acquisition, and Wealth Utah became a wholly-owned subsidiary
of the Registrant. The Plan was treated as a recapitalization of Wealth Utah
for accounting purposes.
The Plan was adopted, ratified and approved by the Board of
Directors and by stockholders of the Registrant owning a majority of the
outstanding voting securities of the Registrant (8,651,200 shares [76%] were
voted for, with none against and none abstaining, at a special meeting
called and held on August 27, 1996. Stockholders of the Registrant were
provided with an Information Statement dated July 30, 1996, which has been
previously filed with the Securities and Exchange Commission, and which is
incorporated herein by reference.
The former principal stockholders of the Registrant and their
percentage of ownershiph of the outstanding voting securities of the
Registrant prior to the completion of the Plan were: Amiee Brown, 2,500,000
shares of 21.9%; Larry Brown, 829,200 shares or 7.2%; Milton Druce, Vice
President and Director, 250,000 or 2.2%; Shane Duffin, 1,062,500 shares or
9.34%; Ronald P. Harrington, 2,500,000 shares or 21.9%; Nicholas Julian,
President and Director, 43,000 shares or .0037%; Terry S. Pantelakis,
1,062,500 shares or 9.34%; and Dannette Uyeda, Secretary/Treasurer and
Director, 260,000 or 2.9%.
The source of the consideration used by the Wealth Utah
Stockholders to acquire their respective interests in the Registrant was the
exchange of 100% of the outstanding common stock of Wealth Utah pursuant to
the Plan.
The basis of the "control" by the Wealth Utah Stockholders is
stock ownership. See the table below under Paragraph (b) of this Item.
Pursuant to the Plan, the Company was required:
1. To issue 4,200,000 shares, pro rata, to the stockholders of
Wealth Utah, in exchange for all of the outstanding shares of common stock of
Wealth Utah;
2. To effect a reverse split of the outstanding common stock of
the Registrant on the basis of one share for each 250 shares, reducing the
11,375,000 pre-Plan outstanding shares of the Registrant to 45,500 shares,
which were increased to 50,449 following rounding resulting from the reverse
split and adjustments related to the resolution of the Board of Directors
providing that no stockholder of the Registrant should have less than fifty
shares as a result of the reverse split; and
3. Following resignations, in seriatim, of the directors and
executive officers of the Registrant, the designation and election, in
seriatim, of Ronald A. Nilsson, Richard T. Smith and Netella K. Montague, as
directors and executive officers of the Company, to serve until the next
annual meeting of stockholders and until their respective successors are
elected and qualified or until their prior resignation or termination. These
persons served in these same capacities for Wealth Utah prior to the
completion of the Plan. Resumes of these persons are included below under the
caption "Management" of Item 2.
All stockholders of Wealth Utah adopted, ratified and approved the
Plan. Taking into account the shares issued to the Wealth Utah Stockholders,
and the one for 250 share reverse and the adjustments outlined above resulting
from rounding and the 50 share limitation resolved by the Board of Directors
of the Registrant, there were 4,250,449 outstanding shares of common stock of
the Registrant on the completion of the Plan.
A copy of the Plan, including any material exhibits and related
instruments, accompanies this Report, which, by this reference, is
incorporated herein; the foregoing summary is modified in its entirety by such
reference. See Item 7.
(b) The following table contains information regarding
shareholdings of the Company's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Company's common
stock, after taking into account the completion of the Plan:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Ronald A. Nilsson President and Director 2,100,000 49.1%
Richard T. Smith Vice President, Chief 2,100,000 49.1%
Financial Officer and
Director
Netella K. Montague Secretary/Treasurer -0- -0-
and Director
All officers and directors 98.2%
as a group (3)
On October 22, 1996, certain subsequent events modified the foregoing
ownership of directors and executive officers, though their absolute voting
control has not been affected. These events are as follows, to-wit:
(i) The Registrant and certain non-U.S. subscribers have
rescinded subscriptions to purchase 1,000,000 shares of
common stock of the Registrant which were to be issued
pursuant to Regulation S of the Securities and Exchange
Commission because the Registrant was not current in the
filing of all reports required to be filed by it with the
Securities and Exchange Commission at the time the
subscriptions were accepted. These subscriptions have been
mutually deemed to have been null and void;
(ii) The Board of Directors of the Registrant has adopted a
written compensation agreement (the Consultant s
Compensation Agreement No. 1 [the "Plan"]) pursuant to which
six individual consultants, including current or former
directors, executive officers or employees of the
Registrants and one of its attorneys and a representative of
a registered broker-dealer (collectively, the
Consultants), were granted options to acquire an aggregate
total of 425,000 shares of common stock of the Registrant at
an exercise price of $2 per share. Immediately following
the the filing of this Report, the Registrant intends to
file an S-8 Registration Statement covering the shares
underlying these options, and a copy of the Plan will be
filed as an exhibit to this Registration Statement. Such
Registration Statement, on its filing, shall be deemed to
have been incorporated herein by reference;
(iii) Resolved to issue 75,000 "unregistered" and "restricted" shares
of its common stock to Pacific Management Services, Ltd.
("Pacific Management") for services rendered in connection with
the completion of the reorganization between the Company and
Wealth Utah;
(iv) The Board of Directors has adopted, ratified and approved a
forward split of the outstanding shares of common stock of
the Registrant on the basis of four for one, effective at
8:00 o clock a.m., local time, on October 25, 1996. As a
result of this forward split, the 4,200,000 shares issued to
the Wealth Utah Stockholders will be increased to 16,800,000
shares; the 50,449 shares owned by other stockholders of the
Registrant shall be increased to 201,784 shares; the
shares underlying the options granted to the Consultants
shall be increased from 425,000 shares to 1,700,000 shares,
and the exercise price therefor shall be decreased from $2
to $0.50 per share and the 75,000 shares issued to Pacific
Management will be increased to 300,000 post-split shares; and
(iv) Messrs. Ronald A. Nilsson and Richard T. Smith have each
agreed and have delivered to the Registrant for cancellation
and as a contribution to capital, 2,895,510 post-split
shares, for an aggregate total of 5,791,020 post-split
shares.
Excluding the shares underlying the options granted to the
Consultants, as a result of the foregoing, there are presently 11,510,764
post-split outstanding shares of common stock of the Company.
The following tables reflect the foregoing adjustments, one of
which assumes the shares underlying the options granted to the Consultants are
issued and outstanding, to-wit:
Assumes Options Are Not Issued and Outstanding
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Ronald A. Nilsson President and Director 5,504,490 47.8%
Richard T. Smith Vice President, Chief 5,504,490 47.8%
Financial Officer and
Director
Netella K. Montague Secretary/Treasurer -0- -0-
and Director
All officers and directors 95.6%
as a group (3)
Assumes Options Are Issued and Outstanding
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Ronald A. Nilsson President and Director 5,504,490 41.6%
Richard T. Smith Vice President, Chief 5,504,490 41.6%
Financial Officer and
Director
Netella K. Montague Secretary/Treasurer -0- -0-
and Director
All officers and directors 83.2%
as a group (3)
Item 2. Acquisition or Disposition of Assets.
(a) See Item 1 of this Report. The consideration exchanged
under the Plan was negotiated at "arms length" between the directors and
executive officers of the Registrant and the Wealth Utah Stockholders, and the
Board of Directors of the Registrant used criteria used in similar proposals
involving the Registrant in the past, including the relative value of the
assets of the Registrant; its present and past business operations; future
potential of Wealth Utah; its management; and the potential benefit to the
stockholders of the Registrant. The members of the Board of Directors
determined in their good faith that the consideration for the exchange was
reasonable, under these circumstances.
No director, executive officer or person who may be deemed to be
an affiliate of the Registrant had any direct or indirect interest in Wealth
Utah prior to the completion of the Plan.
(b) The Registrant, through its wholly-owned subsidiary, Wealth
Utah, intends to continue the business operations formerly conducted by Wealth
Utah, which are described below under the caption Business. Also see the
financial statements of the Registrant accompanying this Report, which are
described in Item 7 for a description of any assets of Wealth Utah and a
description of its facilities.
Business
Wealth International operates a "Virtual Mall" on the Internet. The
Mall is capable of showing both wholesale and retail pricing which is dictated
by how the individual enters the Mall. The Mall consists of a number of
principal categories, electronics, computers, men's apparel, jewelry and
others. Each category contains a number of stores. Currently, the Mall has
approximately 30 stores, and this number expected to double by the end of the
year.
Presently, the best selling products are desktop computers, notebook
computers and electronics. The Mall carries "name brand" products at very
competitive prices.
Shoppers may browse through the various stores by using their mouse.
Each store contains small thumbnail pictures of each item available, and if
the shopper is interested in a particular product, with a click on the
picture, a large picture of the product is displayed, including all of the
specifications, features, price and other material information. If a purchase
is desired, a click on the "purchase tile" will transfer the product to an
electronic shopping basket which will carry the product any other items
desired to be purchased. When the shopper is ready to finalize the purchase,
he or she clicks on the purchase tile in the shopping basket and enters a
secure area of the Mall. He or she then chooses which type of credit card
they wish to use and the credit card information is provided. A receipt is
pictured which may be printed. The order is received by Wealth International,
which then contacts the manufacturer or vendor, who then ships the product
directly to the customer.
In order to enter the Company's Mall, you must enter through one of
the many "storefronts." These storefronts belong to individuals and
organizations who promote the Company's Mall through advertising and word of
mouth to get customers to enter into the Mall through their storefront If a
shopper purchases a product, the storefront owner through whom the customer
entered the Mall receives a commission on the sale.
Storefront owners also have the opportunity to helps others set up a
storefront on the Company's virtual Mall. By so doing, they may participate
in a compensation program that pays a commission on the wholesale price of any
product back to the storefront owners. The program is based upon leadership
levels. The Company is able to pay generous commissions because they have low
distribution costs and all of the advertising is done by the storefront
owners.
All of the storefronts are marketed through individual businesses
who already personally own storefronts. These individuals and businesses
market in a variety of ways, from word of mouth to mass media. By exposing
others to the opportunity to own a storefront on the Mall, some of these
individuals become store owners. Currently, several organizations who own
storefronts are advertising nationwide and doing Internet seminars in as many
as 10 cities a week.
The Company recently introduced "Wealthnet," a nationwide dial-up
Internet access provider. Through Wealthnet, individuals may receive
unlimited Internet access for $19.95 per month, and they also receive Netscape
Navigator, Personal Edition, the premier web browser. Storefront owners are
now able to market local access nationwide.
Wealth International developed and is currently using
"Wealth-Link," a system which was developed to track all of the sales of each
storefront and the sales of those storefronts which are interconnected through
the wholesale compensation plan. Wealth-Link is a state of the art tracking
program that assures that each storefront owner is correctly compensated for
sales whether they are in New Jersey or New Guinea. Currently, many new
features are being developed to provide a wide range of information available
to each storefront owner through Wealth-Link, and it is anticipated that down
to the minute sales, commissions and other information will be just a click
away.
Management
Names Title or Position* Age
Ronald A. Nilsson President and Director 29
Richard Thomas Smith Vice President, Chief Financial 28
Officer and Director
Netella K. Montague Secretary/Treasurer and Director 47
Ronald A. Nilsson. Mr. Nilsson attended Brigham Young University
from 1988 to 1992, where he studied Chinese and International Relations. He
spent several semesters in Taipei, Taiwan, engaged in Advanced Study of the
Chinese language. In 1993, he participated in the establishment and operation
of the California Language Institute, an English language academy in Panchiao,
Taiwan, that focused on development of business related language skills for
corporate executives, and on development of teaching materials and techniques
for entry level students. He was also instrumental in helping Lu-Shing
Enterprises, an importer and wholesale distributor of water purification
components, become the largest in Taiwan. He served as the Executive Import
Director where he was responsible for U.S. vendor relations and import
coordination. In 1994, he founded Rantec Enterprises, Inc., a Utah based
import company that operates several small manufacturing facilities in Hsin
dien, Taiwan, and imports and distributes a variety of electrical and
electronic products. Mr. Nilsson is also one of the initial founders of
Wealth International.
Richard Thomas Smith. Mr. Smith studied business, marketing and
finance at Utah State College in 1987 and 1988. He is a founder and CFO of
Wealth International. From 1995 to the present, Mr. Smith has been founder
and President of ONYD, an entrepreneurial marketing and product development
firm, which takes innovative inventions to market via mass media, as well as
mass merchants. From 1989 to 1994, Mr. Smith created the color change
T-shirt and founded Graphics Systems, Inc., an innovative leader in
thermalchromatic textile and paper manufacturing. He was instrumental in
establishing financing, market trends, lines of distribution, mass merchants
and home based businesses.
Netella K. Montague. Ms. Montague has over 25 years experience in
start up and business management in several industries. Her education was in
Business Management with emphasis on mid-management. She has been controller
for Wealth International since its inception. Duties include setting up
systems and procedures, managing the corporate office staff and bookkeeping.
From June, 1993, to December, 1995, Ms. Montague was corporate secretary for
Environmental Safeguards and its wholly-owned subsidiary, National Fuel &
Energy, Inc., a start up public company. Her duties included running the day
to day affairs of this company, acting as controller, setting up systems and
procedures and bookkeeping. From April 1991 to May, 1993, she was employed by
Santa Clara Land Title Company of San Jose, California, as assistant to the
Chief Financial Officer. Duties included daily cash report, accounts payable
and bank reconciliations for all offices and preparing audit schedules for
regulatory agencies and outside auditors. She also worked as a temporary in
escrow operations when needed.
Risk Factors
Limited Operating History. The Company was founded in July,
1996; and accordingly, has only a limited operating history upon which an
evaluation of the Company and its prospects can be based. The Company's
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of development,
particularly companies in new and rapidly evolving markets. To address these
risks, the Company must, among other things, respond to competitive
developments, continue to attract, retain and motivate qualified persons and
continue to upgrade its technologies and commercialize products and services
incorporating such technologies. There can be no assurance that the Company
will be successful in addressing such risks.
Developing Market; New Entrants; Unproven Acceptance of the
Company's Products; Price Erosion; Uncertain Adoption of Internet as Medium of
Commerce and Communications. The market for the Company's products and
services has only recently begun to develop, is rapidly evolving and is
characterized by an increasing number of market entrants who have introduced
or developed products and services for communication and commerce over the
Internet and private IP networks. As is typical in the case of a new and
rapidly evolving industry, demand and market acceptance for recently
introduced products and services are subject to a high level of uncertainty.
The industry is young and has few proven products or services. Moreover,
critical issues concerning the commercial use of the Internet (including
security, reliability, cost, ease of use and access, and quality of service)
remain unresolved and may impact the growth of Internet use. While the
Company believes that its products and services may be economically and
commercially marketed over the Internet and private IP networks, there can be
no assurance that commerce and communication over the Internet or private IP
networks will become widespread, or that the Company's products and services
will become widely used.
Competition. The market for Internet-based products and services
is new, intensely competitive, rapidly evolving and subject to rapid
technological change. The Company expects competition to persist, intensify
and increase in the future. Almost all of the Company's current and potential
competitors have longer operating histories, greater name recognition, larger
installed customer bases and significantly greater financial, technical and
marketing resources than the Company. Such competition could materially
adversely affect the Company's business, operating results or financial
condition.
Future Capital Requirements; Uncertainty of Future Funding. The
Company presently has extremely limited operating capital. It will require
substantial additional funding in order to realize its goals of commencing
nationwide marketing of its products and services. Depending upon the growth
of its business operations and the acceptance of its products and services,
the Company may need to raise substantial additional funds through equity or
debt financing, which may be very difficult for such a speculative enterprise.
There can be no assurance that such additional funding will be made available
to the Company, or if made available, that the terms thereof will be
satisfactory to the Company. Furthermore, any equity funding will cause a
substantial decrease in the proportional ownership interests of existing
stockholders.
Governmental Regulation. The Company is not currently subject to
direct regulation by any government agency, other than regulations applicable
to businesses generally, and there are currently few laws or regulations
directly applicable to access to or commerce on the Internet. However, due to
the increasing popularity and use of the Internet, it is possible that a
number of laws and regulations may be adopted with respect to the Internet,
covering issues such as user privacy, pricing and characteristics and quality
of products and services. For example, the Exon Bill would prohibit
distribution of obscene, lascivious or indecent communications on the
Internet. The adoption of any such laws or regulations may decrease the
growth of the Internet, which could in turn decrease the demand for the
Company's products and services and increase the Company's cost of doing
business or otherwise have an adverse effect on the Company's business,
operating results or financial condition. Moreover, the applicability to the
Internet of existing laws governing issues such as property ownership, libel
and personal privacy is uncertain.
No Market for Common Stock; No Market for Shares. There is
currently no market for the Company's common stock. Management has sought and
received a listing of the Company's common stock on the OTC Bulletin Board of
the National Association of Securities Dealers, Inc. (the "NASD"), under the
symbol "WLTH," however, there can be no assurance that such market will ever
develop or be maintained. Any market price that may develop for shares of
common stock of the Company is likely to be very volatile, and factors such as
success or lack thereof in developing and marketing the Company's products and
services, competition, governmental regulation and fluctuations in operating
results may all have a significant effect. In addition, the stock markets
generally have experienced, and continue to experience, extreme price and
volume fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies. These broad market fluctuations, as well as general economic
and political conditions, may adversely affect the market price of the
Company's common stock in any market that may develop.
Dilution. Dilution usually results from the substantially lower
prices paid by insiders for their securities in a company when compared with
the price being paid by other investors. Ronald A. Nilsson and Richard T.
Smith each received 2,100,000 "unregistered" and "restricted" shares of the
Company's $0.001 par value common voting stock in connection with the
reorganization involving Wealth Utah. On October 25, 1996, the effective date
of a four for one forward split adopted by the Board of Directors of the
Company, these shares of common stock will be increased to 16,800,000;
however, Messrs. Nilsson and Smith each have agreed to and have delivered
2,895,510 shares (collectively, 5,791,020 shares) of the Company's common
stock for cancellation as a capital contribution, leaving each owning
5,504,490 shares or approximately 49.1% of the outstanding voting securities
of the Company (collectively, approximately 98%), excluding the shares of
common stock underlying the outstanding options and the "restricted
securities" described in the next two succeeding paragraphs. Wealth Utah had
a Total Stockholders' Equity of approximately $140,775 on the date on which
the reorganization between the Company and Wealth Utah was completed. See the
Pro Forma Combined Balance Sheets and Statement of Operations dated August 31,
1996, contained in the Company's August 1996 Current Report.
The Board of Directors has also adopted a written compensation
agreement (the "Consultant Compensation Plan No. 1" [the "Plan"]) pursuant to
which options were granted for nominal services rendered by six individuals
who were former directors or executive officers of the Company or individual
consultants to the Company (collectively, the "Consultants") to acquire an
aggregate total of 425,000 shares of the Company's common stock at an exercise
price of $2 per share. These options will be subject to adjustments by virtue
of the four for one forward split to be effective October 25, 1996, which will
result in there being a total of 1,700,000 shares covered by these options,
exercisable at a price of $0.50 per share. The Consultants who have been
granted options are as follows, to-wit: Milton Druce, 100,625 shares; Toni
Druce, 100,625 shares; Justene Blankenship, 100,625 shares; Dannette Uyeda,
100,625 shares; Leonard W. Burningham, 12,500 shares; and Michael Doolin,
10,000 shares. Milton Druce, Toni Druce and Justene Blankenship are the
son-in-law, daughter and daughter of Nicholas J. Julian, the former President
of
the Company; and Dannette Uyeda, is the Office Manager for Mr. Julian. Mr.
Burningham is one of the attorneys for the Company and Mr. Doolin is a
registered representative with Olsen Payne & Co., a registered broker-dealer
in Salt Lake City, Utah.
An S-8 Registration Statement covering the shares of common stock
underlying the options granted to these Consultants has been filed with the
Securities and Exchange Commission, together with a copy of the Plan, and is
incorporated herein.
An additional 75,000 "unregistered" and restricted" shares of the
Company's common stock were issued to Pacific Management Services, Ltd.
("Pacific Management") in consideration of services rendered in connection
with the completion of the reorganization between the Company and Wealth Utah.
Nicholas J. Julian is an "affiliate" of Pacific Management. These shares will
also be subject to the forward split to be effective on October 25, 1996,
which will result in these shares amounting to 300,000 post-split shares.
The issuance of the securities to Messrs. Nilsson and Smith on the
completion of the reorganization with Wealth Utah, the exercise of the options
granted to these Consultants and the issuance of the shares of common stock
underlying these options and the shares issued to Pacific Management, has and
will substantially dilute the interest of other stockholders in the Company.
Future Sales of Common Stock. There is presently no market for
the shares of common stock of the Company. See the Risk Factor "No Market for
Common Stock; No Market for Shares," above. Not taking into account any of
the securities underlying the options granted to the Consultants or the common
stock issued to Pacific Management, there are presently 50,449 shares of
common stock of the Company which are freely tradeable in the over-the-counter
market (201,796 shares, taking into account the four for one forward split to
be effected October 25, 1996). The exercise of the options by the Consultants
and the sale of the underlying securities could have a substantial adverse
effect on any market which may develop in the Company's securities, and
potential investors in the Company's securities should carefully weigh the
present limited "public float" of the Company's securities as compared with
the potential public float in the event of the exercise of these options and
the resale of the underlying securities. The Consultants are subject to
limited "lock up" restrictions regarding the resale of the securities
underlying the options as contained in the Plan, which has been filed as an
exhibit to the S-8 Registration Statement, which has been previously
incorporated herein by reference. Future sales of securities by Pacific
Management or Messrs. Nilsson and Smith pursuant to Rule 144 of the Securities
and Exchange Commission may also have an adverse impact on any market which
may develop in the Company's securities. Presently, Rule 144 requires a two
year holding period prior to public sale of "restricted securities" in
accordance with this Rule; however, the Securities and Exchange Commission has
proposed to reduce the two year holding period to one year, and if this
proposal becomes law, Pacific Management and Messrs. Nilsson and Smith could
each sell (i) an amount equal to 1% of the total outstanding securities of the
Company in any three month period or (ii) the average weekly reported volume
of trading in such securities on all national securities and exchanges or
reported through the automated quotation system of a registered securities
association during the four calendar weeks preceding the filing of notice
under Rule 144. Taking into account the four for one forward split to be
effective October 25, 1995, assuming all of the options granted to the
Consultants are exercised, and the cancellation of the shares delivered by
Messrs. Nilsson and Smith to the Company as a capital contribution as outlined
in the caption "Dilution" above, Messrs. Nilsson and Smith would each be able
to sell approximately 112,000 shares in any three month period.
Voting Control. By virtue of their collective ownership of
approximately 98% of the Company's outstanding voting securities, Messrs.
Nilsson and Smith have the ability to elect all of the Company's directors,
who in turn elect all executive officers, without regard to the votes of other
stockholders. Collectively, these persons may be deemed to have absolute
control over the management and affairs of the Company.
Dependence on the Internet. Although some sales of the Company's
products and services will depend upon growth of private IP networks, sales of
the Company's products and services will depend in large part upon a robust
industry and infrastructure for providing Internet access and carrying
Internet traffic. The Internet may not prove to be a viable commercial
marketplace because of inadequate development of the necessary infrastructure,
such as a reliable network backbone or timely development of complementary
products, such as high speed modems. Because global commerce and online
exchange of information on the Internet and other similar open wide area
networks are new and evolving, it is difficult to predict with any assurance
whether the Internet will prove to be a viable commercial marketplace, and if
it does not, this would have a substantial material adverse effect on the
Company's business and proposed business and financial condition.
Dependence on Key Personnel. The Company's performance is
substantially dependent on the performance of its executive officers and key
employees, most of whom have worked together for only a short period of time.
Given the Company's early stage of development, the Company is dependent on
its ability to retain and motivate high quality personnel, especially its
management and highly skilled development teams. The Company does not have a
"key person" life insurance policy on any of its employees. The loss of the
services of any of its executive officers or other key employees could have a
material adverse effect on the business, operating results or financial
condition of the Company.
The Company's future success also depends on its continuing
ability to identify, hire, train and retain other highly qualified technical
and managerial personnel in the future. The inability to attract and retain
the necessary technical and managerial personnel could have a material adverse
effect upon the Company's business, operating results or financial condition.
Dividends. The Company does not anticipate paying dividends on
its common stock in the foreseeable future. Future dividends, if any, will
depend upon the Company's earnings, if any, and subscribers who anticipate the
need of cash dividends from their investment should refrain from the purchase
of the Shares being offered hereby.
Penny Stock. The Company's securities are deemed to be "penny
stock" as defined in Rule 3a51-1 of the Securities and Exchange Commission;
this designation may have an adverse effect on the development of any public
market for the Company's shares of common stock or, if such a market develops,
its continuation, as broker-dealers are required to personally determine
whether an investment in the securities is suitable for customers prior to any
solicitation of any offer to purchase these securities.
Penny stocks are securities (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national
exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation
system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv)
of an issuer with net tangible assets less than $2,000,000 (if the issuer has
been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average annual
revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Rule 15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
Further, Rule 15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that
investor. This procedure requires the broker-dealer to (i) obtain from the
investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for purchasers of the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
Indemnification of Directors, Officers, Employees and Agents.
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a Nevada
corporation to indemnify any director, officer, employee, or corporate agent
"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" due to his or her corporate role. Section 78.751(1) extends this
protection "against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with the action, suit or proceeding if he or she acted in good
faith and in a manner which he or she 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 or her
conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of
the reasonable defense or settlement expenses of a corporate director,
officer, employee or agent who is sued, or is threatened with a suit, by or in
the right of the corporation. The party must have been acting in good faith
and with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or
agent is successful on the merits or otherwise in defending any action or
proceeding referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of
the NRS requires that he or she be indemnified "against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with
the defense."
Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (i) the stockholders;
(ii) the majority of a disinterested quorum of directors; or (iii) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has
the right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his or her behalf against liability resulting from his
or her corporate role.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
See Item 1.
Item 6. Resignations of Directors and Executive Officers.
As a result of the completion of the Plan, Nicholas J. Julian
resigned as President and Director; Milton Druce resigned as Vice President,
Chief Financial Officer and Director; Dannette Uyeda resigned as
Secretary/Treasurer and Director. See Item 1(a).
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
See the column, Subsidiary, in the Combined Balance Sheets,
Statements of Operations and Statements of Cash Flows for the period ended
August 31, 1996, described in paragraph (b) below.
(b) Pro Forma Financial Information.
Combined Balance Sheets, Statements of Operations and Statements of
Cash Flows of Wealth International, Inc. and Subsidiary as of August 31, 1996.
Report of Independent Certified Public Accountant.
Combined Balance Sheets
Combined Statements of Operations
Combined Statements of Cash Flows
Notes to Financial Statements
(c) Exhibits.
Exhibit
Description of Exhibit* Number
Agreement and Plan of Exchange 2.1
First Amendment to the Agreement and 2.2
Plan of Exchange
Articles of Amendment to the Articles of 3.1
Incorporation reflecting name change to
Wealth International, Inc.
Documents Incorporated by Reference*
S-8 Registration Statement to be filed immediately following
the filing of this Report.
Information Statement filed July 30, 1996.
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
Item 8. Change in Fiscal Year.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly cuased this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
WEALTH INTERNATIONAL, INC.
Date: 10/22/96 By /s/ Ronald A. Nilsson
President and Director
Board of Directors
Wealth International, Inc. and Subsidiary
Springville, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have compiled the accompanying balance sheets of Wealth International, Inc
and subsidiary, at August 31, 1996, and the related statements of operations
and statements of cash flows and the supplementary information contained in
the notes to the financial statements, for the six months ended August 31,
1996 in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements,
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
Management has elected to omit some of the disclosures to the financial
statements, including the statement of changes in stockholders' equity, and
selected notes to the financial statements, required by generally accepted
accounting principles. If the omitted disclosures were included they might
influence the user's conclusions about the Company's financial position,
results of operations, and cash flows. Accordingly, these financial
statements are not designed for those who are not informed about such matters.
September 15, 1996
<PAGE>
<TABLE>
WEALTH INTERNATIONAL INC. AND SUBSIDIARY
COMBINED BALANCE SHEETS
AUGUST 31, 1996
<CAPTION>
Wealth Adjustments Combined
International, Inc. Subsidiary
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 0 $ 101,455 $ 0 $ 101,455
Supplies 0 475 0 475
Prepaid Expenses 0 1,300 0 1,300
Total Current Assets 0 103,230 0 103,230
PROPERTY AND EQUIPMENT -
Net of accumulated
depreciation 0 37,545 0 37,545
0 140,775 0 140,775
LIABILITIES AND
STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Income tax payable 725 0 725
Accounts payable 1,600 9,808 0 11,408
Accrued liabilities to
member's 0 38,250 0 38,250
Total Current Liabilities 1,600 48,783 0 50,383
OTHER LIABILITIES
Advances by stockholder's 0 82,844 0 82,844
STOCKHOLDERS EQUITY
Common stock
500,000,000 shares
authorized at $0.001
par value; 4,250,499
shares issued and
outstanding 50 20 4,180 4,250
Capital in excess of par
value 540,097 6,225 (4,180) 542,142
Deficit accumulated from
inception (541,747) 2,903 0 (538,844)
Total Stockholders Equity
(Deficiency) (1,600) 9,148 0 7,548
$ 0 $140,775 $ 0 $ 140,775
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<TABLE>
WEALTH INTERNATIONAL
INC. AND SUBSIDIARY
COMBINED
STATEMENTS OF OPERATIONS
<CAPTION>
Wealth Combined
International, Inc. Subsidiary
Six Months Ended Period July 10, 1996
August 31, 1996 to August 31, 1996
<S> <C> <C> <C>
REVENUES $ 0 $220,362 $220,362
EXPENSES 0 217,459 217,459
NET INCOME (LOSS) $ 0 $ 2,903 $ 2,903
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
WEALTH INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
For the Three Months For the Six Months
Ended August 31, Ended August 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,903 $ 0 $ 2,903 $ 0
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation 642 0 642 0
Increase in income tax payable 725 0 725 0
Increase in accounts payable 48,059 0 48,059 0
Net Cash Used by Operating
Activities: 52,329 0 52,329 0
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (4,745) 0 (4,745) 0
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) advances by
stockholders (37,334) 0 (37,334) 0
(Decrease) Increase in cash 10,250 0 10,250 0
Cash at Beginning of Period 91,205 0 91,205 0
Cash at End of Period $ 101,455 $ 0 $ 101,455 $ 0
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Issuance of 1,000,000 shares common stock for all of the
outstanding stock of Med-Recon, Inc. - 1988 $ 1,000
Issuance of 15,000,000 shares common stock for services - 1993 $15,000
Issuance of 185,000,000 shares common stock for services - no
value assigned - 1994 $ 0
Issuance of 400,000 shares common stock for all of the
outstanding stock of Louis Siegal Associates Inc. - no
value assigned - rescinded August 15, 1995 - June 20, 1994 $ 0
Cancellation of 4,950,000 shares common stock resulting from
recission of Louis Siegal Associates Inc. purchase - August 17,
1995 $(4,950)
Issuance of 4,200,000 shares common stock for all outstanding
stock of Wealth International, Inc. - August 27, 1996 $ 6,245
</TABLE>
<PAGE>
WEALTH INTERNATIONAL,
INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on March
17, 1986, as Impressive Ventures, Ltd., Inc., with authorized common stock of
500,000,000 shares at $.001 par value and three classes of stock warrants.
The warrants expired without being exercised.
During 1988, the Company purchased all of the outstanding stock of Med-Recon,
Inc., a Nevada corporation, in exchange for 1,000,000 common shares of
Company. Med-Recon was in the business of reconditioning medical equipment
and operated until 1990 when operations ceased.
On June 7, 1994, the Company issued 400,000 shares of it's common capital
stock in exchange for all of the outstanding stock of Louis Siegal Associates,
Inc., a California corporation. Louis Siegal operated several retail floor
covering stores. In connection with the acquisition of Louis Siegal, an
additional 5,000,000 common shares of the Company were issued October 24,
1994, for $300,000. The $300,000 was loaned to Louis Siegal and later written
off as a bad debt. The transaction was mutually rescinded, due to a failure
of consideration, on August 14, 1994, and 4,950,000 shares of the Company were
returned and cancelled on August 17, 1995.
On June 7, 1994, the Company completed a reverse stock split of 20 for 1 and
on August 27, 1996 the Company completed a reverse stock split of 250 for 1.
2. ACQUISITION OF WEALTH INTERNATIONAL, INC.
On August 27, 1996, after the reverse stock split, the Company completed an
acquisition of all of the outstanding stock of Wealth International, Inc., a
Utah corporation (the subsidiary) in exchange for 4,200,000 common shares of
the Company. The name of the Company was then changed to Wealth International,
Inc. from Impressive Ventures, Ltd.
For reporting purposes, the acquisition has been treated as an acquisition of
the Company by it s subsidiary (a reverse acquisition) and as a
recapitalization of the subsidiary with it s historical activity, prior to
August 31, 1996, being included in the financial statements.
Wealth International Inc. (a Utah corporation) was organized in the State of
Utah on July 10, 1996, and had not established a reporting fiscal year and
the Company has a fiscal year of February 29. The statements of operations and
statements of cash flows of both companies have been combined as if each had a
fiscal year February 29.
The subsidiary is in the business of a multilevel shopping organization using
the Internet.
There is no additional consideration nor any contingent payments or options
specified in the Agreement and Plan of Exchange.
3. SUBSEQUENT EVENTS.
Effective October 25, 1996, at the hour of 8:00 o'clock a.m., local time, the
outstanding common stock of the Company will be forward split on a basis of
four for one, by resolution of the Board of Directors adopted October 22,
1996.
On October 22, 1996, the Board of Directors also adopted a written
compensation agreement (the "Consultant Compensation Plan No. 1" [the "Plan"])
pursuant to which options were granted for nominal services rendered by six
individuals who were former directors or executive officers of the Company or
individual consultants to the Company (collectively, the "Consultants") to
acquire an aggregate total of 425,000 shares of the Company's common stock at
an exercise price of $2 per share. These options will be subject to
adjustments by virtue of the four for one forward split to be effective
October 25, 1996, which will result in there being a total of 1,700,000 shares
covered by these options, exercisable at a price of $0.50 per share.
On such date, the Board of Directors also resolved to issue 75,000
"unregistered" and restricted" shares of the Company's common stock to Pacific
Management Services, Ltd., which will be increased to 300,000 shares
folllowing the forward split.
AGREEMENT AND PLAN OF EXCHANGE
AGREEMENT AND PLAN OF EXCHANGE ("Agreement"), dated as of the 23rd
day of July, 1996, by and between IMPRESSIVE VENTURES, LTD., a Utah
corporation ("IVL"), and WEALTH INTERNATIONAL, INC., an Utah corporation
("WII").
Plan of Exchange
The Plan of Exchange will consist of the acquisition of 100% of the
issued and outstanding shares of WII by IVL and the issuance by IVL to the
shareholders of WII a total of 4,200,000 shares of IVL's restricted common
stock, having a par value of $0.001 each, to be issued upon and subject to the
terms and conditions of the Agreement hereinafter set forth. The issuance of
said 4,200,000 shares shall be subject to the "reverse split" of 1 share for
250 shares as approved at a special meeting of shareholders of IVL.
NOW, THEREFORE, in consideration of the promises and the mutual and
dependent covenants hereinafter contained, the parties hereto represent,
warrant, covenant, and agree as follows:
ARTICLE I
1.1 Agreement to Consummate Transactions. Subject to the terms and
conditions of this Agreement, WII and IVL agree to consummate or cause to be
consummated, the transactions contemplated by Sections 1.2 through 8.2 of this
Agreement ("Transactions"), and agree that the consummation of each of the
Transactions is conditional upon the consummation of each of the other
Transactions.
1.2 Closing. A meeting of the parties to this Agreement ("Closing") will
take place at which time certificates, opinions, letters and other documents
required by this Agreement will be delivered or exchanged. The Closing will
take place at the Office of IVL within five days after the parties have
obtained the required shareholder approval, no later than August 15, 1996,
after the parties have obtained the required shareholder approval.
1.3 Consummation of Transactions. If at the Closing no condition exists
which would permit any of the parties to terminate this Agreement, or a
condition then exists and the party entitled to terminate because of that
condition elects not to do so, then and thereupon IVL will file the necessary
documents, if any, required by the State of Nevada and the State of Utah.
1.4 Acquisition of Shares. Upon, and subject to the terms and conditions
herein stated, IVL shall acquire from WII's shareholders and WII's
shareholders shall transfer, assign and convey to IVL 100% of the issued and
outstanding shares of common stock of WII.
1.5 Consideration, Issuance and Delivery of Stock. In consideration of,
and in exchange for the foregoing transfer, assignment and conveyance, and
subject to compliance by WII with its warranties and undertakings contained
herein. IVL shall:
A. At Closing, issue and deliver to the shareholders of WII
4,200,000 shares of IVL's common stock. The stock will be
pro-rated to their respective interest therein issued on a
restricted and investment basis, which, upon such issuance and
delivery, shall be fully paid and non-assessable.
B. The Stockholders are persons of sufficient business experience
to understand the nature of the transaction and the attendant risks.
C. Stockholders are purchasing IVL shares for their own accounts.
for purposes of investment and not with a view toward
distribution.
D. Stockholders consent to the placement on each certificate
representing their shares of IVL of a standard form investment
legend stating that the shares are not registered under the
Securities Act of 1993 and cannot be sold, hypothecated, or
transferred without registration or under an appropriate
exemption from registration. Stockholders acknowledge their
familiarity with Rules 144 of the Securities and Exchange
Commission under the Securities Act of 1933, which generally
govern resale of restricted securities, and further concede that
IVL has not represented, directly or indirectly, that it will
take any measure to make the exemption provided by either rule
available to Stockholders or their assignees.
E. Stockholders hereby consent to the placement of "stop transfer"
instructions as to all shares issued to them hereunder.
ARTICLE II
Representations and Warranties of WII
WII represents and warrants to IVL as follows:
2.1 Organization and Good Standing. WII is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Utah and has the corporate power to carry on its business as it is now
being conducted. Copies of WII's Articles of Incorporation, as amended or as
restated, and By-laws, both as presently in effect, are complete and correct.
2.2 Capitalization. WII 's authorized capital stock consists of one
million (1,000,000) shares of common stock having a par value of $0.001, of
which twenty thousand shares are presently issued and outstanding, fully paid
and non-assessable. No preemptive rights are conferred by or on the class of
stock, and there ar no outstanding options, calls, commitments, convertible
securities or demands, other than those listed above, of any character
relating to the capital stock of WII, whether issued or unissued.
2.3 Authority. WII has the corporate power to enter into this Agreement
and carry out the transactions contemplated hereby. The execution, delivery,
and performance of the Agreement by WII has been duly and validly authorized
and adopted by WII's Board of Directors, this Agreement and the consummation
of the Plan of Exchange will have been duly and validly authorized and
approved by all necessary corporate action on the part of WII, and this
Agreement will be legally binding, and enforceable against WII in accordance
with its terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting creditors' rights generally from time to
time in effect and subject to principles of equity, which may affect the
availability of remedies with respect thereto. To the best knowledge of WII,
the entering into this Agreement by WII does not, and the consummation by WII
of the Transactions contemplated by this Agreement will not violate the
provisions of (i) any applicable laws of the United States or any other
state or jurisdiction in which WII does business; (ii) WII's Certificate of
Incorporation or By-Laws; or (iii) any judgment or decree applicable to WII.
Subject to the obtaining by WII of the permits, approvals, consents,
authorizations and modifications referred to in Section 6.3 hereof, no default
or breach will occur in any material respect by virtue of the Plan of Exchange
under any material contract, agreement, mortgage, indenture or other
instrument, of which WII is a part or by which it is bound, and no material
right of WII under any such existing contract, agreement, mortgage, indenture
or other instrument will be extinguished by virtue of the Agreement.
2.4 Financial Statements. WII's financial statements listed as Exhibit
A, are attached hereto and made a part hereof.
2.5 Absence of Certain Changes of Events. Except as permitted or
contemplated by this Agreement, or disclosed to IVL, there has not been, as of
this date:
A. Any material adverse change in the assets (including any such
change caused by damage, destruction or loss, whether or not insured), the
results of operations (including any change caused by discontinued
operations), or the business prospects or conditions, financial or otherwise
of WII; not to the knowledge of WII has any event or condition occurred which
may result in such change;
B. Any declaration, setting aside or payment of any dividend or
other distribution in respect to WII Common Stock;
C. Any repurchase or redemption by WII of any WII Common Stock; or
D. Any sale or transfer by WII of any material, tangible asset, or
any mortgage, pledge, lease or lien, charge or encumbrance on any assets, or
any such lease or real property, machinery, equipment or buildings, other than
in the ordinary course of business.
2.6 Litigation. Except as disclosed to IVL, to the best knowledge and
belief of WII there are no judicial or administrative actions, suits,
proceeding or investigations pending or threatened against WII which might
result in any material adverse change in the condition (financial or other),
properties, assets, business, operations or prospects of WII or in any
material liability on the part of WII or which question the validity of this
Agreement or of any action taken or to be taken in connection herewith. There
are no citations, fines or penalties heretofore asserted against WII under any
federal, state or local law relating to air or water pollution, or other
environmental protection matters, or relating to occupationalhealth or safety.
2.7 Disclosing of Material Information. Neither this Agreement nor any
exhibit hereto contains any untrue statement of material fact, or omits to
state a material fact necessary to make the statements herein or therein not
misleading, relating to the business or affairs of WII. There is no fact known
to WII which materially adversely affects the business, condition (financial
or otherwise) or prospects of WII which has not been set forth herein or
disclosed to IVL.
ARTICLE III
Representations and Warranties of IVL
IVL represents and warrants to WII as follows:
3.1 Organization and Good Standing of IVL. IVL is a corporation duly
organized, existing and of good standing under the laws of the State of Nevada
with full corporate power to carry on its business as it is now being
conducted. IVL has qualified as a foreign corporation to do business and is in
good standing in each jurisdiction in which the character and location of the
properties owned or leased by it, or the nature of the business transacted by
it, makes such qualification necessary. Copies of IVL's Articles of
Incorporation, as amended, and By-Laws, both as presently in effect and
presented to WII are complete and correct, as are all corporate records
presented to WII.
3.2 Capitalization. IVL's authorized capital stock consists of five
hundred million (500,000,000) shares of common stock, par value of $.001, of
which approximately 1,045,500 shares, will be issued and outstanding, fully
paid and non-assessable after the proposed "reverse split" of 1 for 250. There
are no outstanding options or warrants to purchase IVL common stock.
Investment shares of IVL common stock to be issued in connection with this
Agreement, when so issued will be duly authorized, validly issued, fully paid,
and non-assessable and issued in compliance with applicable securities laws.
No preemptive rights are conferred by or on the class of stock, and there are
no outstanding options, calls, commitments, convertible securities or demands,
other than those listed above, of any character relating to the capital stock
of IVL, whether issued or unissued. Upon the signing of this Agreement, IVL
shall cause a special meeting of the shareholders to be called for the
purpose of proposing a "reverse split" of IVL common stock 1 for 250.
3.3 Authority. IVL has the corporate power to enter into this Agreement
and carry out the transactions contemplated hereby. The execution, delivery,
and performance of the Agreement by IVL will have been duly and validly
authorized and adopted by IVL's Board of Directors, this Agreement and the
consummation of the Plan of Exchange will have been duly and validly
authorized and approved by all necessary corporate action on the part of IVL,
and this Agreement will be legally binding, and enforceable against IVL in
accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors rights generally
from time to time in effect and subject to principles of equity, which may
affect the availability of remedies with respect thereto. To the best
knowledge of IVL, the entering into this Agreement by IVL does not, and the
consummation by IVL of the Transactions contemplated by this Agreement will
not violate the provisions of (i) any applicable laws of the United States or
any other state or jurisdiction in which IVL does business; (ii) IVL's
Certificate of Incorporation or By-Laws; or (iii) any judgment or decree
applicable to IVL. Subject to the obtaining of IVL of the permits, approvals,
consents, authorizations and modifications referred to in Section 6.3 hereof,
no default or breach will occur in any material respect by virtue of the Plan
of Exchange under any material contract, agreement, mortgage, indenture or
other instrument, which IVL is a part or by which it is bound, and no material
right of IVL under any such existing contract, agreement, mortgage, indenture
or other instrument will be extinguished by virtue of the Agreement.
3.4 Financial Statements. IVL's audited financial report dated February
28, 1996, is true and complete in all material respects, such having been
prepared in accordance with generally accepted accounting principles
consistently followed through the periods covered by such statements, and
present fairly, in accordance with generally accepted accounting principles,
the financial condition of IVL and the results of its operations for the
period covered thereby. Since the date of said report, there has not been any
change in the financial condition, properties, assets, liabilities, business
or operations of IVL which has been, or to the best knowledge of IVL, is
likely to be materially adverse with respect to IVL. As soon as practicable
after consummation of the transaction contemplated by this Agreement. IVL
will prepare audited consolidated financial statements, and will update and
file all necessary reports and filings with the Securities And Exchange
Commission as required.
3.5 Absence of Certain Changes of Events. Since the date of IVL's last
financial report ended February 28, 1996, there have not been:
A. Any material adverse change in the assets (including any such
change caused by damage, destruction or loss, whether or not insured). The
results of operations (including any change caused by discontinued operations)
or the business prospects or condition, financial or otherwise of IVL, nor, to
the knowledge of IVL, has any event or condition occurred which may result in
such change;
B. Until the date of Closing, IVL will conduct its business in the
ordinary and usual course; and prior to the time of Closing, it will not,
without the written consent of WII dispose of any property, except in the
regular, ordinary course of business, declare or pay any dividends, or make
any other distribution to the shareholders, or issue or purchase any stock.
3.6 Litigation. There are no judicial or administrative actions, suits of
a material nature, proceedings or investigations pending, or threatened
against IVL which might result in any material adverse change in the condition
(financial or other), properties, assets, business, operations or prospects of
IVL or in any material liability on the part of IVL or which question the
validity of the Agreement or of any action taken or to be taken in connections
herewith. There are no citations, fines or penalties heretofore asserted
against IVL under any federal, state or local law relating to air or water
pollution, or other environmental protection matters, or relating to
occupational health or safety or securities laws.
3.7 Disclosing of Material Information. Neither this Agreement nor any
exhibit hereto contains any untrue statement of material fact, or omits to
state a material fact necessary to make the statement herein or therein not
misleading, relating to the business or affairs of IVL to the best knowledge
and belief of its officers and directors. There is no fact known to IVL which
materially adversely affects the business, condition (financial or otherwise)
or prospects of IVL which has not been set forth herein or otherwise disclosed
to WII and its legal counsel.
3.8 Miscellaneous. All taxes due and owing to any governmental entity
have been paid and IVL is not the subject of a tax audit by any governmental
entity. IVL has no subsidiaries nor is it subject to any joint venture or
partnership agreement.
ARTICLE IV
Covenants of WII
WII Covenants with IVL as follows:
4.1 Negative Covenants. From the date of this Agreement, WII will not,
without the prior written consent of IVL engage in any of the following
transactions:
A. Engage in any activities or transactions which will be outside
the normal course of its business;
B. Issue any additional shares of WII common stock, or issue any
shares of stock in WII or any shares of stock in WII or any option, warrant or
right to acquire stock in WII;
C. Pay any dividend or make any distribution in respect to WII's
capital stock;
D. Sell any of its assets, other than in the ordinary course of
business;
E. Amend its Certificate of Incorporation or its By-Laws;
F. Recapitalize, reorganize or be a party to any merger or
consolidation or sale of all or substantially all of its assets; or
G. Make any loans or grant increases in compensation to its officers
or employees.
4.2 Affirmative Covenants. Prior to the Closing Date, WII will do or has
done the following:
A. WII will convene a special meeting of the stockholders of WII, at
which time the shareholders of WII may agree to proceed with the Agreement and
the Plan of Exchange;
B. WII will use its best efforts to preserve its business
organization intact, and retain the services of its officers and employees;
C. WII will afford to the officers, attorneys, accountants and other
authorized representatives of IVL full and free access to its properties,
books, tax returns and records, in order that IVL may have a full opportunity
to make such investigations as IVL desires of the affairs of WII;
D. WII will promptly advise IVL in writing of any materially adverse
change in the financial condition, business, operations or key personnel of
WII, any breach of its representations or warranties contained herein, and any
material contract, agreement, license or other arrangement which, if in effect
on the date of this Agreement, should have been included in this Agreement;
and
E. WII will use its best efforts to accomplish all actions necessary
to consummate the Plan of Exchange, including the satisfaction of all the
conditions set forth in this Agreement.
ARTICLE V
Covenants of IVL
IVL covenants with WII as follows:
5.1 Negative Covenants. IVL will not, without the prior written consent
of WII:
A. Declare or pay any dividends payable in shares or otherwise
relating to IVL capital stock;
B. Except as noted in Section 3.2, split or combine or reclassify the
outstanding shares of IVL common stock; or
C. Reorganize or merge into, sell all or substantially all of its
assets to any person or entity.
D. Amend its Articles of Incorporation or Bylaws except to facilitate
the reverse stock split contemplated hereunder.
5.2 Affirmative Covenants. Prior to Closing date, IVL will do the
following:
A. IVL will reserve, and promptly after the Closing will issue and
deliver the number of shares of IVL common stock required hereunder;
B. IVL will use its best efforts to accomplish all actions necessary
to consummate the Agreement, including satisfaction of all the conditions
contained in this Agreement;
C. IVL will promptly advise WII in writing of any materially adverse
change in the financial condition, business, operations, or key personnel of
IVL and of any breach of its representations or warranties contained herein,
and any material contract, agreement, license or other arrangement which, if
in effect on the date of this agreement, should have been included in the
Agreement;
D. IVL will afford to the officers, attorneys, accountants and other
authorized representatives of WII full and free access to its properties,
books, tax returns and records, in order that WII may have a full opportunity
to make such investigations as WII desires of the affairs of IVL.
E. IVL will, prior to closing, furnish a current shareholders list to
WII.
ARTICLE VI
Mutual Conditions
Neither WII nor IVL will be obligated to complete or cause to be
completed the Transactions contemplated by this Agreement unless the following
conditions have been met prior to or at the Closing:
6.1 Absence of Restraint. Nor order to restrain, enjoin or otherwise
prevent the consummation of this Agreement, or the transactions contemplated
herein shall have been entered by any court or administrative body, and no
proceeding to obtain any such order shall have been commenced or shall be
threatened.
6.2 Absence of Termination. The obligations to consummate the
transactions contemplated hereby shall not have been cancelled pursuant to
sections 9.1.
6.3 Required Approvals. WII and IVL shall have received all such
approvals, consents, authorizations or modifications as may be required to
permit the performance of WII and IVL of their respective obligations under
this Agreement, and the consummations of the transactions herein contemplated
(whether by governmental authorities or other persons), and WII and IVL shall
each have received any and all permits and approvals from any regulatory
authority having jurisdiction required for the lawful consummation of the Plan
of Exchange.
6.4 Blue Sky Compliance. There shall have been obtained any and all
exemptions, approvals and consents of the Securities or "Blue Sky" Commissions
of any jurisdictions, and of any other governmental body or agency, which
counsel for IVL may reasonably deem necessary or appropriate so that
consummation of the Transactions contemplated by this Agreement will be in
compliance with applicable laws.
ARTICLE VII
Conditions to WII's Obligations
WII shall not be obligated to complete or cause to be completed the
transactions contemplated by this Agreement unless the following conditions
have been met prior to or at the Closing:
7.1 Compliance with Representations, Warranties and Covenants. All of
the representations and warranties of IVL made in or pursuant to this
Agreement are true and shall be true in all material respects at and as of the
Closing date, with the same force and effect for changes contemplated or
permitted by the Agreement or otherwise approved in writing by WII. IVL shall
have complied with and performed all of the covenants contained in this
Agreement to be performed by them at or prior to the Closing Date. Such shall
be evidenced by appropriate Schedules to be attached hereto and incorporated
by reference and certified as correct by the President of IVL.
7.2 Opinion of Counsel. WII shall have received an opinion dated at or
near the Closing date from counsel for IVL that:
A. IVL is a corporation validly organized, legally existing and in good
standing under the laws of the state of Nevada, with full corporate power and
authority to own its properties and to conduct its business as it is being
conducted;
B. IVL shall have full corporate power to carry out the transactions
contemplated herein; this Agreement has been duly executed and delivered by
IVL and all necessary corporate action has been taken by IVL, its Board of
Directors and shareholders in order to consummate the transactions, to execute
and deliver this Agreement and to make this Agreement the valid and legally
binding obligation of IVL;
C. The execution, delivery and performance by WII of this Agreement, and
the consummation of the Transactions contemplated hereby will not constitute a
violation, breach or default under its Articles of Incorporation or By-Laws of
WII;
D. The shares of IVL common stock required to effect the Plan of
Exchange between WII and IVL, in accordance with the terms of this Agreement
have been duly and validly authorized and issued; and upon the consummation of
the transactions herein, will be fully paid and nonassessable;
E. The execution, delivery and performance of this Agreement by IVL, and
the consummation of the transaction contemplated thereby will not constitute a
violation, breach or default or conflict with IVL's Articles of Incorporation,
as amended, or its By-Laws, or any other agreement or any judgment, writ,
injunction or decree of any court, governmental body or arbitrator, or a
violation of any securities law, known to such counsel, to which IVL is a
party or by which it may be bound;
F. No consent or approval by any governmental authority which has not
been obtained is required in connection with the consummation of the
Agreement;
G. To the best knowledge and information of counsel, there is no material
litigation or proceeding pending or threatened against IVL required to be
disclosed under this Agreement which has been so disclosed to WII.
ARTICLE VIII
Conditions to Obligations of IVL
IVL shall not be obligated to complete or cause to be completed the
transactions contemplated by this Agreement unless the following conditions
have been met prior to or at the Closing:
8.1 Compliance with Representations, Warranties and Covenants. All of the
representations and warranties of WII contained in this Agreement are true and
shall be true in all material respects at and as of the Closing date. Such
shall be evidenced by appropriate Schedules attached hereto and incorporated
by reference and certified as correct by the President of WII.
8.2 Opinion of Counsel. IVL shall have received an opinion dated at or
near the Closing date from counsel for WII, that:
A. WII is a corporation duly incorporated and validly existing as a
corporation in good standing under the State of Utah, with corporate power and
authority to own its properties and to conduct its business as it is then
being conducted;
B. WII has full corporate power to carry out this Transaction; this
Agreement has been duly executed and delivered by WII; and necessary corporate
action as been taken by WII to execute and deliver this Agreement, and to
consummate the Transactions; and this Agreement is the valid and legally
binding obligation of WII subject to applicable bankruptcy, reorganization,
insolvency, moratorium, and other laws affecting creditor's rights generally
from time to time in effect and subject to principles of equity which may
affect the availability of remedies with respect thereto;
C. The execution, delivery and performance by WII of this Agreement, and
the consummation of the Transactions contemplated hereby will not constitute a
violation, breach or default under its Articles of Incorporation or By-Laws of
WII;
D. No consent or approval by any governmental authority which has not
been obtained is required in connection with the consummation by WII of the
Transactions contemplated herein.
E. To the best knowledge and information of counsel to WII. there is no
material litigation or proceeding pending or threatened against WII required
to be disclosed under this Agreement which has not been so disclosed to IVL.
8.3 WII Stock Options. On the effective date of the Exchange, there shall
be no outstanding options to purchase shares of WII common stock.
ARTICLE IX
Miscellaneous
9.1 Terminations. This Agreement may be terminated or cancelled, and the
transactions contemplated hereby may be abandoned, notwithstanding stockholder
authorization, at any time before consummation of the Agreement:
A. By mutual consent of the Board of Directors of WII and IVL;
B. By any party in the event that any of the conditions specified in
Article VI shall not have been satisfied within the time contemplated by this
Agreement;
C. By IVL if any of the conditions specified in Article VII shall not
have been satisfied within the time contemplated by this Agreement; or
D. By WII if any of the conditions specified in Article VIII shall
not have been satisfied within the time contemplated by this Agreement.
9.2 Effect of Termination. If this Agreement is terminated, this
Agreement, except as to Sections 9.3 and 9.4, shall no longer be of any force
or effect and there shall be no liability on the part of any party or its
respective directors, officers or stockholders provided, however, that in the
case of a termination without cause by a party or a termination pursuant to
Sections 9.1 C or D hereof because of a prior material default under or
material breach of this Agreement by another party, the damages which the
aggrieved party or parties may recover from the defaulting party or parties
shall in no event exceed the amount of out-of-pocket costs and expenses
incurred by such aggrieved party or parties in connection with this
Agreement.
9.3 Return of Information; Confidentiality. In the event this Agreement
is terminated or the Plan of Exchange is not consummated for any reason, WII
and IVL agree that all written information and documents supplied by either
WII and IVL to each other shall be promptly returned to the other party at its
request, and WII and IVL shall each use its best efforts to cause confidential
information to continue to be treated as confidential.
9.4 Costs and Expenses. All costs and expenses incurred in connection
with this Agreement will be paid by the party incurring expenses. In the event
of any termination of this Agreement, pursuant to Section 9.1, subject to the
provisions of 9.2, WII and IVL will each bear their own expenses.
9.5 Extension of Time; Waivers. At any time prior to the Closing date:
A. IVL may (i) extend the time for the performance of the obligations
or other acts of WII; (ii) waive any inaccuracies in the representations and
warranties of WII contained herein or in any document delivered pursuant
hereto by WII, and (iii) waive compliance with any of the agreements or
conditions herein to be performed by IVL. Any agreement on the part of WII to
any such extension or waiver shall be valid only if set forth in an
instrument, in writing, signed on behalf of WII.
9.6 Assignability. This Agreement shall inure to the benefit of, and be
binding on the parties hereto and their respective successors and assigns,
provided that this Agreement may not be assigned by any party without the
prior written consent of the other party.
9.7 Reliance of Counsel. In rendering any opinion referred to herein,
counsel may rely, as to any factual matters involved in their opinion, on
certificates of public officials and of corporate officers, opinions of
corporate general counsel, and such other evidence as such counsel may
reasonably deem appropriate; and as to matters governed by laws of
jurisdictions other than the United States or the state in which said counsel
is located, an opinion of local counsel in such jurisdictions, which counsel
shall be satisfactory to the other parties in the exercise of their
reasonable judgement.
9.8 Notices. Any notice to any party hereto pursuant to this Agreement
shall be given by Certified or Registered mail, addressed as follows:
WII
1190 North Spring Creek Place
Suite A
Springville, UT 84863
IVL
1969 West North Temple
Salt Lake City, UT 84116
9.9 Amendment. This Agreement may be amended with the approval of the
Board of Directors of WII and IVL at any time before or after approval thereof
by the stockholders of WII and IVL; but after any such stockholder approval,
no amendment shall be made which substantially and adversely changes the terms
hereof. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.
9.10 Entire Agreement; Counterparts; Applicable Law. This Agreement (a)
constitutes the entire agreement and supersedes all prior agreements and
understanding, both written and oral among the parties with respect to the
subject matter hereof, (b) may be executed in several counterparts, each of
which will be deemed an original and all of which shall constitute one and the
same instrument, and (c) shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of Utah.
9.11 Titles. The titles and capitals of the Sections and paragraphs of
this Agreement are included for convenience of reference and shall have no
effect on the constructions or meaning of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
WEALTH INTERNATIONAL, INC.
By:/s/Ronald A. Nilsson
Its President
IMPRESSIVE VENTURES, LTD.
By:/s/Nicholas Julian
Its President
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF EXCHANGE
This First Amendment (the "Amendment") to the Agreement and Plan of
Exchange (the "Agreement"), dated as of July 23, 1996, between Wealth
International, Inc., a Utah corporation ("WI"), and Impressive Ventures, Ltd.,
a Nevada corporation ("IVL"), is made and entered into this 27th day of
August, 1996, by and between WI, IVL, and Ronald A. Nilsson and Richard C.
Smith, individually and as the shareholders of WI (the "WI Shareholders").
WITNESSETH
WHEREAS, the WI Shareholders are not parties to the Agreement, and
consequently the Agreement, in its original form, would be subject to certain
requirements to file Articles of Exchange with the State of Utah Department of
Commerce, Division of Corporations and Commercial Code, and the related
governmental authority in the State of Nevada;
WHEREAS, the parties to the Agreement seek to amend the Agreement to add
as parties thereto the WI Shareholders, in order to avoid the requirements of
filing Articles of Exchange with the State of Utah and the State of Nevada;
and
WHEREAS, the parties to the Agreement seek to amend the Agreement to
extend until August 27, 1996, the Closing Date as set forth in the Agreement
at Section 1.2.
NOW THEREFORE, for and in consideration of the covenants set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged by all of the parties
hereto, the parties hereto agree as follows:
1. Unless otherwise indicated herein, all capitalized terms used herein
shall have the same meanings as ascribed to them in the Agreement.
2. With reference to Section 1.2 of the Agreement, the Closing Date shall
be extended to August 27, 1996.
3. The WI Shareholders are added as parties to the Agreement for the
purpose of authorizing the exchange of their shares under the terms of the
Agreement, in a transaction directly between then and IVL, in order to avoid
the requirements of filing Articles of Exchange with the relevant governmental
authorities of the State of Utah and State of Nevada.
4. The Agreement, as amended hereby, shall continue in full force and
effect in accordance with its terms and provisions. All terms and provisions
of the Agreement, unless expressly amended herein, are hereby confirmed and
ratified and shall remain in full force and effect.
5. This Amendment shall not be effective and binding unless fully
executed by all parties hereto.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the
date first written above.
IMPRESSIVE VENTURES, LTD.
By:/s/Nicholas Julian
President
WEALTH INTERNATIONAL, INC.
By:/s/Ronald A. Nilsson
President
By:/s/Ronald A. Nilsson
As Shareholder
By:/s/Richard T. Smith
As Shareholder
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
IMPRESSIVE VENTURES, LTD.
Pursuant to the provision of the Nevada Corporation Laws, Impressive
Ventures, Ltd. adopts the following amendment to its Articles of
Incorporation.
AMENDMENTS
Articles I of the Company's Articles of Incorporation was amended to read:
NAME: The Name of the Corporation is Wealth International, Inc.
ADOPTION OF AMENDMENTS
The above amendments to the Articles of Incorporation of Impressive
Ventures, Ltd. was duly adopted by the shareholders of the corporation at a
meeting held August 27, 1996, in the manner prescribed by the State of Nevada
General Corporation Laws.
The corporation had 8,651,200 shares vote FOR the amendment and 0 shares
vote AGAINST.
IT WITNESS WHEREOF, the undersigned president and secretary, having been
hereunto duly authorized, have executed the foregoing Articles of Amendment
for the corporation this 27th day of August, 1996.
Impressive Ventures, Ltd.
By:/s/Nicholas Julian
President
By:/s/Dannette Uyeda
Secretary
State of Utah ).ss
City of Salt Lake )
Subscribed and sworn to before me this day of August, 1996.
Notary Public
