UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1995
Transition Report Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Commission File Number 33-21325-LA
Phoenician Olive Oil, Inc.
(formerly known as INVESTMENT GROWTH RESOURCES, INC.)
(Name of small business issuer in its charter)
Nevada 88-0227796
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10631 South 51st Street, Suite #3, Phoenix Arizona 85044
(Address of principal executive offices) (Zip Code)
Issuer's telephone no.: (602) 598-3009
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered pursuant to Section 12(g) of the Exchange
Act: Common
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. X
State the issuer's revenues for its most recent fiscal year.
Year ended December 31, 1995 $ -0-
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and ask prices of such stock as
of a specified date within 60 days. $ -0-
(Based on inactive market as of May 12, 1997)
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding as of December 31, 1996
Common Stock, $.001 Par Value 12,209,243
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Transitional Small Business Disclosure Format. Yes No X
<PAGE>
Phoenician Olive Oil, Inc.
TABLE OF CONTENTS
Page
PART I
Item 1 Description of Business . . . . . . . . . . . . . 1
Item 2 Description of Property. . . . . . . . . . . . . . 3
Item 3 Legal Proceedings. . . . . . . . . . . . . . . . . 3
Item 4 Submission of Matter to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . 4
PART II
Item 5 Market for Common Equity and Related Stockholder
Matters. . . . . . . . . . . . . . . . . . . . . 4
Item 6 Management's Discussion and Analysis or Plan
of Operation . . . . . . . . . . . . . . . . . . 5
Item 7 Financial Statements . . . . . . . . . . . . . . . 6
Item 8 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . 20
PART III
Item 9 Directors, Executive Officers, Promoters and
Control persons; Compliance with Section 16(a)
of the Exchange Act. . . . . . . . . . . . . . . 20
Item 10 Executive Compensation . . . . . . . . . . . . . . 22
Item 11 Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . 22
Item 12 Certain Relationships and Related Transactions . . 23
Item 13 Exhibits and Reports on Form 8-K . . . . . . . . . 24
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 25
-i-
<PAGE>
PART I
Item 1. Description of Business
Business Development
Phoenician Olive Oil, Inc., formerly known as Investment
Growth Resources, Inc. (the "Company") is a development stage
company initially organized to investigate, research and acquire
and/or participate in an operating business or business
opportunity. On April 22, 1988, the Company filed a Registration
Statement on Form S-18 with the Securities and Exchange Commission
for the offer and sale of 15,000,000 Units, each Unit consisting of
one share of the Company's Common Stock and two Redeemable Warrants
for the offering price of $.03 per Unit. The Company completed its
offering on April 20, 1989 upon the sale of all 15,000,000 Units
for an aggregate of $450,000. The Redeemable Warrants expired
unexercised in 1995. The Company's Registration Statement and
offering was deemed to be a "blank-check" offering whereby the
proceeds for the offering were allocated generally and investors
were unable to pass upon the merits or evaluate the potential risks
involved in the use of the proceeds from the offering.
On October 12, 1992, the Company entered into an Acquisition
Agreement and Plan of Reorganization with I.G. Homes, Inc., a
California corporation ("I.G. Homes"), whereby the Company acquired
all the issued and outstanding shares of I.G. Homes in exchange for
shares of the Company's authorized but previously unissued Common
Stock and Preferred Stock (the "Reorganization Agreement"). As a
result of the Reorganization Agreement, I.G. Homes became a wholly
owned subsidiary of the Company. I.G. Homes owned interests in
certain real property located in southern and central California
which it intended to develop for both residential and commercial
use. All of I.G. Homes' real property was acquired by assignment
and transfer from its shareholders. The Company intended, through
I.G. Homes, to actively develop these properties.
On January 30, 1995 the Company entered into two separate
agreements to sell its wholly owned subsidiary, I.G. Homes, Inc.
("I.G. Homes"), and also reacquired 71,079,000 shares of common
stock and 48,426 shares of preferred stock which had been issued in
relation to the acquisition of I.G. Homes in 1992. Under the first
agreement with AMAX Holdings, Inc., a California corporation
("AMAX"), the Company divested itself of I.G. Homes by selling to
AMAX 100,000 shares of I.G. Homes common stock, which represented
all of the issued and outstanding shares of I.G. Homes stock, in
exchange for (AMAX) assuming the first mortgage on the land held in
I.G. Homes and any and all cost associated with the mortgage. The
principal balance of the first mortgage was $929,780 plus accrued
interest to the date of sale of $75,000. AMAX also agreed to pay
the Company $754 in cash.
Under the second agreement, the Company reacquired a total of
71,079,000 shares of its outstanding common stock and 48,426 shares
of its outstanding preferred stock from various shareholders, in
exchange for payment to the shareholders of $750. Upon the
execution of the second agreement, all of the shares were returned
to the Company and canceled.
As a result of the two agreement, the Company recovered all
the shares of common stock and preferred stock originally issued by
the Company in consideration for the acquisition of I.G. Home. The
Company initially acquired I.G. Homes because of its real estate
assets which the Company intended to develop. However, the Company
lost various properties through foreclosure action due to non
payment of the underlying debt. It was the belief of management
that because of the debt and liabilities against the properties
held by I.G. Homes, that it was in the best interest to sell
I.G. Homes and secure the return of the securities that had been
issued for the acquisition of the asset.
Following the sale of I.G. Homes, the Company's Board of
Directors determined that the Company should become active in
seeking potential operating businesses and business opportunities
with the intent to acquire or merge with such businesses.
Subsequent Events
On January 27, 1996 the Company entered into a Merger
Agreement and Plan of Reorganization (the "Merger Agreement") with
Phoenician Olive Oil, Inc., an Arizona corporation ("Phoenician"),
whereby Phoenician merged with and into the Company with the
Company being the surviving entity. The Merger Agreement was
approved by the Company's Board of Directors and, as permitted by
the corporate laws of the State of Nevada, the written consent of
shareholders owning 68% of the Company's outstanding shares.
Pursuant to the terms of the Merger Agreement, the Company acquired
all of the outstanding shares of Phoenician in exchange for
11,200,000 shares (post-split following the one share for fifty
shares reverse stock split effected by the Company in connection
with the merger with Phoenician) of the Company's common stock.
The merger was accounted for as a reverse acquisition. In
association with the Merger Agreement, the Company issued 240,000
shares (post-split) of common stock and Phoenician paid $57,500 in
payment of certain debts owed by the Company. All liabilities of
the Company were resolved upon execution of the merger agreement.
Phoenician, located in Phoenix, Arizona, is the manufacturer and
bottler of olive oil. As per the terms of the Merger Agreement,
the Company changed its corporate name to Phoenician Olive Oil,
Inc. and the corporate offices were moved to Phoenix, Arizona.
Also, the Company effected a reverse stock split of its shares of
common stock issued and outstanding prior to the Merger Agreement
on a one (1) share for fifty (50) shares basis, effective
February 12, 1996.
The Company's current principal executive offices are located
at 10631 South 51st Street, Suite #3, Phoenix Arizona 85044, and
its telephone number is (602) 598-3009.
Business of Issuer
As of December 31, 1995, the Company was active in the
investigation and research of new business opportunities with the
intent to acquire, merge with and or participate in an operating
business or opportunity.
Following the acquisition of Phoenician in January 1996, the
Company became engaged in the business of producing and marketing
extra virgin olive oil. Phoenician is the only Southwest U.S.
producer and marketer of extra virgin olive oil. Phoenician
operates production facilities and pressing plants in the three
largest olive producing regions outside of California located on
the Gila River Indian Community and in Northwestern Mexico.
Phoenician has secured a significant supply of olives in these
regions by contracting and joint venturing with major growers and
producers. A large portion of Phoenician's sales are through the
bulk channel and the remainder is sold through retail channels.
Employees
As of December 31, 1995, the Company did not have any
employees. The Company's search for potential business
opportunities is being conducted by its current Board of Directors.
Management presently anticipates hiring employees only as future
business demands warrant or following the acquisition of or merger
with a business opportunity. Although the Company did employee
certain individuals during 1996, as of December 31, 1996, the
Company had no employees. Daily operations of the Company are
being conducted by its Board of Directors.
Facilities
As of December 31, 1995, the Company's principal place of
business was at the home of its President, which was being used by
the Company without payment. Currently the Company's principal
place of business is located at 10631 51st Street, Suite #3,
Phoenix, Arizona and consists of approximately 1,000 square feet of
office space leased on a month to month basis. The Company also
operates, as part of a Joint Venture with the Gila River Indian
Community, a 1,500 square foot olive oil pressing plant located in
Bapchule, Arizona. As the Company's business warrants additional
facilities, the Company intends to acquire additional facilities as
funds are available. No agreements or definitive plans have been
established as of the date hereof for additional facilities.
Industry Segments
No information is presented as to industry segments.
Reference is made to the statements of income contained in the
financial statements included herein for a statement of the
Company's revenues and operating profit (loss) for the past two
fiscal years.
Item 2. Description of Property
This information is set forth in Item 1 above.
Item 3. Legal Proceedings
The Company is not a party to any material pending legal
proceedings except as set forth below.
The Company is aware that a Complaint has been filed in the
Circuit Court of the State of Oregon for Lane County entitled
Tanglewood International Enterprises, Inc., et. al, vs. Phoenician
Olive Oil, Inc. and Chaparral II Corp., case number 16-97-01137.
This action is premised on foreclosure and alleged claims of monies
owed on certain real estate that was acquired by the Company
pursuant to the Merger Agreement in January 1996. The Company has
not been served with a summons as of the date hereof and therefore
has not taken any legal action to defend itself. No determination
has been made as to the extent of the possible material effect that
the action may have on the Company.
The Company is also preparing to file an action against
various parties in connection with the real estate which is subject
to the above action. This action will request the rescission of
the certain transaction whereby the real estate was acquired by the
Company in exchange for shares. Because the action is yet to be
filed, there can be no determination as to the possible material
effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's
Securities Holders during the fourth quarter of the Company's
fiscal year ending December 31, 1995.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company's securities have been traded on a limited basis
on the over-the-counter market since 1989 and quotations are
published for the Company's common stock on the OTC Bulletin Board
under the symbol "OLIO", and in the National Quotation Bureau, Inc.
"pink sheets" under Phoenician Olive Oil, Inc. Because of the
sparse trading of the Company's securities and the absence of a
current bid and ask quotation, no trading history is presented
herein.
As of March 3, 1997, there were 234 holders of record of the
Company's common stock, which does not include those persons whose
securities may be held by broker-dealers in nominee name.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and reinvest future
earnings to finance its operations.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-KSB.
Results of Operations
For the Year Ended December 31, 1995 Compared to the Year Ended
December 31, 1994
The Company did not realize revenues for either fiscal years
ended December 31, 1995 ("1995") or December 31, 1994 ("1994").
During 1995, the Company recorded a negative $78,099 for
discontinued operations compared to a negative $56,258 for 1994.
Further, the Company recorded for 1994 a loss on disposal of
discontinued operations of $1,699,016 related to the loss of
various real properties. The Company did not record any expenses
for either 1995 or 1994, although certain expenses and wages have
been accrued. The net loss for 1995 was $78,099 compared to the
net loss for 1994 of $1,755,274.
Net Operating Losses
The Company has accumulated approximately $4,500,000 of net
operating loss carryforwards as of December 31, 1995, which may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards. The
carry-forwards expire in the year 2010. In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used.
Liquidity and Capital Resources
Working capital at December 31, 1995 was a negative $246,612
compared to a negative $167,763 at December 31, 1994. This further
reduction in working capital for the year ended December 31, 1995
is attributed to the Company's discontinued operations and the 43%
increase in accounts payable, which was due primarily to the
increase in accrued wages from $113,000 in 1994 to $185,000 in
1995.
It is anticipated that the Company's future working capital
needs will be met by locating a potential acquisition or merger
candidate that will be able to contribute capital to the Company.
Management continues to explore alternative private financing,
although no arrangements or agreements with potential investors
have been entered into. The continuation of the Company as a going
concern is directly dependent upon the success of its ability to
locate a potential acquisition or merger candidate, will then
depend upon the ability of that business to provided funding to the
Company.
As of December 31, 1995, the Company had total assets of
$1,839 and total stockholders' deficiency of $246,612, compared to
December 31, 1994 at which time the Company had total assets of
$5,537 and total stockholders' deficiency of $167,763.
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Item 7. Financial Statements
The Company's financial statements as of and for the fiscal
years ended December 31, 1995 and 1994 have all been examined to
the extent indicated in their report by Jones, Jensen and Company,
independent certified accountants, and have been prepared in
accordance with generally accepted accounted principles and
pursuant to Regulation S-B as promulgated by the Securities and
Exchange Commission. The aforementioned financial statements are
included herein in response to Item 7 of this Form 10-KSB.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Investment Growth Resources, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheets of Investment
Growth Resources, Inc. (a Nevada corporation) as of December 31,
1995 and 1994, and the related statements of operations,
stockholders' equity (deficit) and cash flows for the years ended
December 31, 1995, 1994 and 1993 and from inception on June 22,
1987 through December 31, 1995. 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 audits.
We conducted our audits 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 audits provide 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 Investment Growth Resources, Inc. as of December 31, 1995 and
1994, and the results of its operations and its cash flows for
the years ended December 31, 1995, 1994 and 1993 and from
inception on June 22, 1987 through December 31, 1995 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 3 to the financial statements, the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Jones, Jensen & Company
March 26, 1996
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31,
1995 1994
CURRENT ASSETS
Cash $ 1,839 $ 4,783
Other receivable - 754
Total Current Assets 1,839 5,537
TOTAL ASSETS $ 1,839 $ 5,537
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Accounts payable $ 248,451 $ 173,300
Total Liabilities 248,451 173,300
COMMITMENTS AND CONTINGENCIES
(Note 6) - -
STOCKHOLDERS' EQUITY (DEFICIT)
Stock authorized 200,000,000
preferred shares $.001 par
value; -0- and 48,436 shares
issued and outstanding,
respectively - 48
Stock authorized 200,000,000
common share $.001 par value;
33,221,833 and 104,350,833
issued and outstanding,
respectively 33,222 104,351
Capital in excess of par value 4,337,024 4,266,597
Deficit accumulated during the
development stage (4,616,858) (4,538,759)
Total Stockholders' Equity
(Deficit) (246,612) (167,763)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 1,839 $ 5,537
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
June 22, 1987
For the Years Ended Through
December 31, December 31,
1995 1994 1993 1995
REVENUES $ - $ - $ - $ -
EXPENSES - - - -
DISCONTINUED OPERATIONS (78,099) (56,258) (253,934) (412,223)
LOSS ON DISPOSAL OF
DISCONTINUED OPERATIONS - (1,699,016) (2,505,619) (4,204,635)
NET LOSS $ (78,099) $(1,755,274) $(2,759,553) $ (4,616,858)
INCOME (LOSS) PER
SHARE $ (0.00) $ (0.05) $ (0.03)
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 22, 1987 through December 31, 1995
Deficit
Accumulated
Capital In During the Stock
Common Common Excess of Development Subscription
Shares Stock Par Value Stage Receivable
Balance at inception on
June 22, 1987 - $ - $ - $ - $ -
Subscription for 14,300,000
shares of common stock - - - - 14,300
Issuance of 16,100,000
shares of common stock
to officers, directors
and individuals for
$.001 per share 16,100,000 16,100 - - (14,300)
Net loss from inception
on June 22, 1987 through
December 31, 1988 - - - (12,393) -
Balance,
December 31,1988 16,100,000 16,100 - (12,393) -
Issuance of 15,000,000
shares of common stock
to the public on April 24,
1989 for $.03 per share 15,000,000 15,000 435,000 - -
Charge stock offering costs
to capital in excess of par - - (84,001) - -
Net loss for the year ended
December 31, 1989 - - - (10,252) -
Balance,
December 31, 1989 31,100,000 $ 31,100 $ 350,999 $ (22,645) $ -
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 22, 1987 through December 31, 1995
Deficit
Accumulated
Capital In During the Stock
Common Common Excess of Development Subscription
Shares Stock Par Value Stage Receivable
Balance,
December 31, 1989 31,100,000 $ 31,100 $ 350,999 $ (22,645) $ -
Exercise of underwriter
warrants 600,000 600 (500) - -
Net loss for the year ended
December 31, 1990 - - - (2,993) -
Balance,
December 31, 1990 31,700,000 31,700 350,499 (25,638) -
Net loss for the year ended
December 31, 1991 - - - (13,481) -
Balance,
December 31, 1991 31,700,000 $ 31,700 $ 350,499 $ (39,119) $ -
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 22, 1987 through December 31, 1995
Deficit
Accumulated
Capital In During the
Common Preferred Common Preferred Excess of Development
Shares Shares Stock Stock Par Value Stage
Balance,
December 31, 1991 31,700,000 - $ 31,700 - $ 350,499 $ (39,119)
Acquisition of I.G.
Homes, Inc. 124,400,000 - 124,400 - 5,052,618 -
Charge stock offering
costs to capital in
excess of par - - - - (124,799) -
Offset accumulated
deficit in reverse
acquisition - - - - (48,527) 48,527
Net loss for
the year ended
December 31, 1992 - - - - - (33,340)
Balance,
December 31, 1992 156,100,000 - 156,100 - 5,229,791 (23,932)
Common stock issued for
services 483,333 - 483 - 20,350 -
Cancellation of common
stock (52,232,500) - (52,232) - (2,331,814) -
Acquisition of properties - 181,994 - 182 1,348,136 -
Cancellation of preferred
stock - (133,558) - (134) 134 -
Net loss for
the year ended
December 31, 1993 - - - - - (2,759,553)
Balance,
December 31, 1993 104,350,833 48,436 $104,351 $ 48 $4,266,597 $(2,783,485)
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on June 22, 1987 through December 31, 1995
Deficit
Accumulated
Capital In During the
Common Preferred Common Preferred Excess of Development
Shares Shares Stock Stock Par Value Stage
Balance,
December 31, 1993 104,350,833 48,436 $104,351 $ 48 $4,266,597 $(2,783,485)
Net loss for the
year ended
December 31, 1994 - - - - - (1,755,274)
Balance,
December 31, 1994 104,350,833 48,436 104,351 48 4,266,597 (4,538,759)
Reacquisition of
shares in sale of
subsidiary (71,079,000)(48,436) (71,079) (48) 70,377 -
Contractual shares owed
which were resolved and
cancelled (50,000) - (50) - 50 -
Net loss for the
year ended
December 31, 1995 - - - - - (78,099)
Balance,
December 31, 1995 33,221,833 - $ 33,222 $ - $ 4,337,024 $(4,616,858)
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
June 22, 1987
For the Years Ended Through
December 31, December 31,
1995 1994 1993 1995
Cash Flows from Operating Activities:
Net Income (Loss) $(78,099) $(1,755,274) $(2,759,553) $(4,616,858)
Amortization expense - 20 44 108
Common stock issued for services - - 20,833 20,833
Loss on disposal of subsidiary - 1,658,061 - 1,658,061
Loss on real estate in foreclosure- - 2,505,619 2,505,619
Increase (Decrease) in
accounts receivable 754 (754) - -
Increase (Decrease) in current
liabilities 75,151 77,453 250,338 472,324
Net Cash Provided (Used)
by Operating Activities (2,194) (20,494) 17,281 40,087
Cash Flows from Investing Activities:
Increase in land held
for development - - (352,619) (352,619)
Net Cash Provided (Used)
by Investing Activities - - (352,619) (352,619)
Cash Flows from Financing Activities:
Sale of capital stock - - - 466,200
Acquisition of capital stock (750) - - (750)
Stock offering costs - - - (176,145)
Sale of land - 25,066 - 25,066
Net Cash Provided (Used)
by Financing Activities (750) 25,066 - 314,371
Net Increase (Decrease) in
Cash and Cash Equivalents (2,944) 4,572 (335,338) 1,839
Cash and Cash Equivalents
at Beginning of Period 4,783 211 335,549 -
Cash and Cash Equivalents
at End of Period $ 1,839 $ 4,783 $ 211 $ 1,839
Cash Paid for:
Interest, net of capitalized
interest $ - $ - $ - $ -
Income taxes - - - -
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
From
Inception on
June 22, 1987
For the Years Ended Through
December 31, December 31,
1995 1994 1993 1995
Non-Cash Investing Activities:
Preferred and Common
stock issued in exchange for
investments in real estate
held for development, net
of related debt and less
properties returned for
shares cancelled $ - $ - $(1,035,728) $ 4,108,635
Conveyance of 1% interest
in Vermont Property to
shareholder for services
rendered $ - $ - $ 24,001 $ 24,001
Sold subsidiary for assumption
of Company debt and cancellation
of common stock and preferred
stock $ - $ 1,699,016 $ - $ 1,699,016
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and 1994
NOTE 1 - GENERAL INFORMATION
Investment Growth Resources, Inc. (the Company) has been in
the development stage since its formation on June 22, 1987
under the laws of the state of Nevada. The Company's plan
is to investigate, research and acquire or participate in
a business or business opportunity. The Company selected
a year end of December 31.
I.G. Homes, Inc. (the Subsidiary) was organized under the
laws of California on April 1, 1992 and was formed for the
business of real estate development. The Subsidiary owned
interests in certain real property located in southern and
central California, which it will develop for both
residential and commercial use. All of the real property
was assigned and transferred from shareholders of the
Subsidiary. In 1994 the Company sold the subsidiary to the
former shareholders for assumption of the subsidiaries debt
and cancellation of common and preferred stock.
At a meeting on October 12, 1992, the shareholders of the
Company approved a proposal to issue 124,400,000 shares of
common stock to the shareholders of I.G. Homes, Inc. in a
tax free reorganization wherein I.G. Homes, Inc. became a
wholly-owned subsidiary of the Company. During 1993,
52,232,500 shares issued to the shareholders of I.G. Homes,
Inc. were cancelled due to problems related to the Oak Park
Estates. As a result of these transactions, there are
104,350,833 shares of common stock issued an outstanding
with approximately 70.00% of those shares being held by the
former shareholders of the Subsidiary. At the time of the
acquisition the Company was essentially inactive, with no
operations and minimal assets. Additionally, the exchange
of Company common stock for the common stock of the
Subsidiary resulted in the former stockholders of the
Subsidiary obtaining control. Accordingly, the Subsidiary
became the continuing entity for accounting purposes, and
the transaction was accounted for as a recapitalization of
the Subsidiary with no adjustment to the basis of the
Subsidiary assets acquired or liabilities assumed by the
Company. For the legal purposes the Company, and not the
Subsidiary, was the survivor.
Public Offering
The Company completed a public offering for a maximum of
15,000,000 units, a minimum of 7,000,000 units, at the
offering price of three cents ($0.03) per unit, a price
arbitrarily determined by the Company that bears no
relationship to the book value of the Company's common
stock or any established criteria of value. Each unit
consists of one share of common stock, $.001 par value, one
"A" Warrant to purchase one share of common stock at the
price of $.05 per share, exercisable at any time within one
year of the effective date of the offering, and one "B"
Warrant to purchase one share of common stock at the price
of $.10 per share, exercisable at any time within the two
years of the effective date of the offering. The Warrants
are detachable from the Units and are exercisable only if
a current Registration Statement is in effect.
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and 1994
NOTE 1 - GENERAL INFORMATION (CONTINUED)
Public Offering (Continued)
The securities were offered for cash only and on a "Best
Efforts, All or None" basis for the first 7,000,000 units
and "Best Effort" basis for the remaining 8,000,000 units;
hence, unless 7,000,000 units were sold and a total of
$210,000 (before payment of 10% commission to underwriter)
had been deposited with the escrow agent within six (6)
months from the date of the offering prospectus (unless
extended for an additional sixty (60) days), the offering
would have terminated and all funds received from the sale
of the units would have been returned to the subscribers
without deduction therefrom. The warrants expired in 1995.
Underwriter
Where the securities were successfully offered to the
public, a ten percent (10%) commission was due the under-
writer on the sale of securities, and upon the sale of at
least 7,000,000 units, a non-accountable expense allowance
equal to three percent (3%) of the public offering price
was paid the underwriter. As additional compensation to
the underwriter, subject to the sale of at least 7,000,000
units, the Company agreed to sell to the underwriter for a
total price of $100, one (1) "restricted security" (as
defined under rule 144 of Securities Act of 1933) for every
twenty-five (25) units sold pursuant to the offering. A
five percent (5%) solicitation fee is due the underwriter
on warrants exercised commencing twelve (12) months from
the close of the offering until all warrants are either
exercised, expired or redeemed by the Company. On February
23, 1989, the underwriter exercised the warrants and the
Company issued 600,000 shares of its common stock.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Stock Offering Costs
Stock offering costs are comprised of professional fees and
filing, printing and various costs amounting to $84,001
which were incurred in connection with the application for
registration of the Company's securities with the S.E.C.
This cost was capitalized and upon successful completion of
the offering, was offset against the gross proceeds of the
offering.
Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less to be cash equivalents.
Earnings (Loss) Per Share
Earnings (loss) per common share is computed based on the
weighted average number of common shares outstanding during
the period (there are no common stock equivalents).
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and 1994
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Principles of Consolidation
All significant intercompany accounts and transactions have
been eliminated.
The 1993 financial statements include those of Investment
Growth Resources, Inc. (the Company) and its wholly owned
subsidiary I.G. Homes, Inc. (the Subsidiary). The Company
has been inactive for several years and seeking new
business opportunities. The wholly owned subsidiary I.G.
Homes was sold by the Company in 1994.
Income Taxes
Property and equipment have been depreciated using the
straight-line method for financial reporting purposes and
using accelerated methods for income tax purposes. The
Company has not accrued any federal or state income taxes
due to net operating losses incurred. The Company has net
operating loss carryovers of approximately $4,500,000 which
expire in 2010.
Preferred Stock
At the Company's annual meeting of shareholders held June
19, 1993, the shareholders ratified an amendment to the
Articles of Incorporation whereby the authorized
capitalization of the Company was increased to include
20,000,000 shares of preferred stock, par value $.001 per
share, which shares may be issued in various series and
with terms, rights, voting privileges and preferences to be
determined by the Board of Directors at the time of
issuance. The Company intends to use the preferred shares
to provide flexibility in future financing and for
acquisition of assets.
On June 23, 1993 the Company acquired the balance of land
held for development and assumed the balance of notes
payable in certain properties previously held as joint
ventures. The consideration for the increased real estate
interests was the issuance of 48,436 shares of class "A"
convertible (8%) preferred stock. On January 30, 1995, the
Company entered into a stock acquisition agreement to
acquire all of the outstanding preferred stock and
71,079,000 shares of common stock for $750.
NOTE 3 - GOING CONCERN
The Company financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplate the realization of assets
and liquidation of liabilities in the normal course of
business. However, the Company has no current source of
revenue. Without realization of additional capital, it
would be unlikely for the Company to continue a going
concern. It is management's plan to seek additional
capital through a merger with an existing operating
company. (See Note 11)
NOTE 4 - MANAGEMENT COMPENSATION
Included in accounts payable at December 31, 1995 and 1994
are $185,000 and $113,000 respectively of accrued wages to
an officer and director of the Company and his wife.
<PAGE>
INVESTMENT GROWTH RESOURCES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1995 and 1994
NOTE 5 - STOCK OPTIONS AND GRANTS
On October 12, 1992 at the Company's annual meeting, the
shareholders approved the issuance to the Board of
Directors and certain other individuals, a total of
1,000,000 shares of the Company's common stock and/or stock
options in consideration for services rendered to the
Company as follows: 1/3 shares (333,333) to be an
immediate grant; 2/3 shares (666,667) pursuant to a two (2)
years option to purchase the shares at $.05 (five cents)
per share.
The Company's Board of Directors held a meeting on February
15, 1993 where it was adopted the resolution to issue the
333,333 "Grant" shares to the Board of Directors and
certain other individuals as approved by the shareholders
on October 12, 1992 and further authorized and passed by
the Board of Directors resolution dated October 16, 1992.
The shares were valued at the quoted bid price of the
common stock when issued.
NOTE 6 - COMMITMENT AND CONTINGENCIES
The Company has lost various properties through foreclosure
action due to non payment of the underlying debt. The
Company could be held liable in certain cases for costs and
mortgages on the properties. As of the date of the
financial statements, no such liabilities have been
asserted or threatened.
NOTE 7 - SALE OF SUBSIDIARY
On January 30, 1995 the Company entered into an agreement
to sell all of the outstanding shares of stock in I.G.
Homes, Inc. (a wholly owned subsidiary) in exchange for the
buyer assuming the first mortgage on the land held in the
subsidiary and any and all cost associated with the
mortgage and $754 in cash. The loss is recognized in the
current period because the asset has no future economic
benefit.
NOTE 8 - SUBSEQUENT EVENTS
On January 27, 1996 the Company entered into a merger
agreement with Phoenician Olive Oil, Inc. (Phoenician), an
Arizona corporation, to acquire all of the outstanding
shares of Phoenician in exchange for approximately
11,200,000 shares of the Company's common stock.
Phoenician is a manufacturer and bottler of olive oil. The
merger is to be accounted for as a reverse acquisition.
Associated with this agreement Phoenician would issue
240,000 shares of common stock and $57,500 in payment of
certain debts owed by the Company. All liabilities of the
Company were resolved upon execution of this agreement.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act
The directors and executive officers of the Company and their
ages as of December 31, 1995, were as follows:
Name Age Position
Joseph L. Alfano . 75 President, Chief Executive Officer, Chief
Financial Officer and Director
Murray Posin . . . 69 Director
Luigi Schiappa . . 29 Director
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof. Any
non-employee director of the Company is reimbursed for expenses
incurred for attendance at meetings of the Board of Directors and
any committee of the Board of Directors. The Executive Committee
of the Board of Directors, to the extent permitted under Nevada
law, exercises all of the power and authority of the Board of
Directors in the management of the business and affairs of the
Company between meetings of the Board of Directors. Each executive
officer serves at the discretion of the Board of Directors.
The business experience of each of the persons listed above
during the past five years is as follows:
Joseph L. Alfano. Mr. Alfano has been a director of the
Company since its inception in 1987 and served as President of the
Company from October, 1990 to February, 1993. For 38 years and
prior to his retirement in 1978, Mr. Alfano was the owner of
Duchess Products Co., a manufacturer of window products and related
products in Tampa, Florida. Since 1978, Mr. Alfano has been semi-
retired and concentrated on his private investments. Mr. Alfano is
a graduate of New York University.
Murray Posin. Mr. Posin has been a director of the Company
since October, 1990. Mr. Posin has been a practicing attorney in
Las Vegas, Nevada since 1954. From 1955 to 1956, he was an
Assistant City Attorney in Las Vegas, and from 1963 to 1967, he
served as a Municipal Court Judge for Clark County (Las Vegas),
Nevada. From 1969 to 1974, Mr. Posin was General Counsel and
Executive Vice President for International House of Pancakes and,
since 1974, he has been the sole shareholder and owner of the
International House of Pancakes Restaurant in Las Vegas. Mr. Posin
earned a B.S. Degree in 1947 from New York University and also
received his LL.B Degree in 1949 and J.D. Degree in 1971 from New
York University.
Luigi Schiappa. Since 1988, Mr. Schiappa has been President
of E.S. Development, Inc., a contractor/developer of residential
projects in Southern California. From 1983 to 1988, Mr. Schiappa
worked as an independent superintendent and project manager on
various real estate projects located in Southern California. Mr.
Schiappa is the son of Eugene Schiappa. Mr. Schiappa became a
director of the Company in February, 1993.
In connection with the Merger Agreement entered into in
January 1996, a new Board of Directors was established. During
1996, certain directors resigned and Salvatore Esposito as added to
the Board. As of March 31, 1997, the current Board of Directors is
as follows:
Name Age Position
Michael Nasco, Jr. . . . 53 President, Chief Executive Officer,
and Director
Salvatore S. Esposito. . 35 Director
James Trow . . . . . . . 54 Chief Financial Officer, Principal
Accounting Officer and Director
The business experience of each of the persons listed above
during the past five years is as follows:
Michael Nasco, Jr. has been a director of the Company since
January 1996 and is currently the Company's President and Chief
Executive Officer. Mr. Nasco has several years of entrepreneurial
experience commencing in 1983 when he founded Comnex Corporation,
a telecommunications company, and in 1984 when he founded Cellular
Communications Corporation, a cellular phone retailer. Mr. Nasco
was involved in various aspects of telecommunications until he
co-founded, together with Salvatore Esposito, Phoenician Olive Oil,
Inc. of Arizona, which eventually merged with the Company.
Salvatore S. Esposito has been a director of the Company since
January 1996. Mr. Esposito has over sixteen years of IT system
integration, development and implementation experience and is an
experienced management consultant relating to retail banking and
mergers and acquisitions. From 1991 to the Present, Mr. Esposito
has been the Business Development Manager for Logica, Inc., a
system integration company headquartered in London, England,
overseeing the Financial Industry Division. Mr. Esposito is
responsible for the execution and implementation of significant IT
projects for major international banks in Australia, Asia, Europe
and the United States. Mr. Esposito holds a B.S. Degree in
Computer Science/Management from Russel Sage College in Troy, New
York.
James Trow has been a director of the Company since March 1996
and is currently the Company's Chief Financial Officer. Since 1968
Mr. Trow has been a practicing certified public accountant and
small business consultant in Phoenix, Arizona. He has also served
as president of F.T.C. Metals, Inc., a private mining company with
operations near Prescott, Arizona. Mr. Trow holds a B.S. Degree in
Business Administration and an M.A. Degree in Accounting from the
University of Arizona.
No officer or director of the Company is an officer or
director of any other publicly traded corporation, nor has any
officer or director filed any bankruptcy petition or been convicted
in or named subject to any pending criminal proceeding, nor is he
the subject of any order, judgment, or decree involving a violation
of any state or federal securities law.
Item 10. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. No salaries or wages were paid for fiscal years 1994
and 1995.
Employment Agreements
The Company currently does not have a bonus, profit
sharing, or deferred compensation plan for the benefit of any
employee, officer or director. During 1994 and 1995, the Company
did not pay any salaries or other compensation to its officers,
directors or employees. Further, the Company does not currently
have an employment agreement with any of its officers, directors or
any other persons and no such agreements are anticipated in the
immediate future.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best
knowledge of the Company as of December 31, 1996, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding Common Stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership(1) of Class(2)
Salvatore S. Esposito* 2,051,160(3) 16.2%
10631 South 51st Street, Suite #3
Phoenix, AZ 85044
James D. Trow* 162,000(4) 1.3%
10631 South 51st Street, Suite #3
Phoenix, AZ 85044
Tiffiny M. Nasco 697,731 5.5%
11548 Windcrest Lane #243
San Diego, CA 92128
Michael V. Nasco 703,731 5.6%
10631 South 51st Street, Suite #3
Phoenix, AZ 85044
C. David Callaham 1,382,852 10.9%
10804 N.W. Hwy. 90
Vancouver, WA 98686
George A. Cordova 1,546,777 12.2%
c/o Luis Ochoa, Esq.
2525 East Broadway Blvd., Suite 200
Tucson, AZ 85718
Jim McDaniel 2,241,706 17.7%
33692 North Santiam Hwy.
Lebanon, OR 97355
All directors and executive
officers as a group (3 persons) 2,213,160(5) 17.5%
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Share amounts include, where indicated, Common Stock issuable
upon the conversion of certain preferred shares held by the
Company's directors and executive officers on a share for
share basis within sixty days.
(2) Based upon 12,676,782 shares of Common Stock outstanding on
May 12, 1997 which takes into consideration the one share for
fifty shares reverse stock split effected February 12, 1996.
Percentage ownership is calculated separately for each person
on the basis of the actual number of outstanding shares as of
December 31, 1996 and assumes the exercise of certain stock
options held by such person (but not by anyone else)
exercisable within sixty days.
(3) Includes 1,025,580 shares held in the name of Mr. Esposito's
wife, Sue Esposito.
(4) Includes 80,000 shares which may be acquired by Mr. Trow
pursuant to the conversion of certain preferred shares
convertible into common shares within sixty days on a share
for share basis.
(5) Includes 80,000 shares which may be acquired by directors and
executive officers pursuant to the conversion of certain
preferred shares convertible into common shares within sixty
days on a share for share basis.
Item 12. Certain Relationships and Related Transactions
This Item is not applicable.
<PAGE>
PART V
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
* Articles of Incorporation filed as Exhibit to Form S-18.
* By-Laws filed as Exhibit to Form S-18.
2.1 Merger Agreement and Plan of Reorganization
27 Financial Data Schedule
- - - - -
* Exhibits so marked have heretofore been filed with the
Securities and Exchange Commission as part of the filing
indicated and are incorporated herein by reference.
(b) The Company did not file any reports on Form 8-K during the
last quarter of the period covered by this report.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PHOENICIAN OLIVE OIL, INC.
(F.k.a. INVESTMENT GROWTH RESOUCES, INC.)
BY: /S/Michael Nasco, Jr.
(Signature)
Michael Nasco, Jr.,President and
C.E.O.
Dated: May 16, 1997
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature Title Date
President, C.E.O.
/S/Michael Nasco, Jr. and Director May 16, 1997
(Signature)
Michael Nasco, Jr.
Vice President and
/S/Salvatore S. Esposito Director May 16, 1997
(Signature)
Salvatore S. Esposito
Chief Financial Officer
Officer, Principal
Accounting Officer
/S/James D. Trow and Director May 16, 1997
(Signature)
James D. Trow
MERGER AGREEMENT AND PLAN OF REORGANIZATION
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION, (hereinafter
the "Agreement") is made and entered into this 27th day of
January, 1996, by and between Investment Growth Resources, Inc., a
Nevada corporation (hereinafter "IGRI"), and Phoenician Olive Oil,
Inc., an Arizona corporation (hereinafter "Phoenician").
RECITALS
WHEREAS, IGRI desires to merge Phoenician with and into IGRI
whereby IGRI shall be the surviving corporate entity pursuant to
the terms and conditions set forth herein;
WHEREAS, all current stockholders of Phoenician desire to
exchange all of their shares of Phoenician common stock for shares
of IGRI's common stock; and
WHEREAS, the parties hereto desire to reorganize the
management and operations of IGRI, to change its corporate name,
and to change its principal place of business.
NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the
parties hereby agree as follows:
ARTICLE I
MERGER AND EXCHANGE OF SHARES
SECTION 1.1 Merger and Plan of Reorganization.
(a) The parties hereto have previously entered into and
executed a Letter of Intent dated December 14, 1995 setting
forth their intent to enter into this Agreement and to
facilitate the transactions provided for herein. The parties
therefore agree that this Agreement shall supplant and take
precedence over the Letter of Intent and the parties shall
proceed with those transactions anticipated in the Letter of
Intent and more fully described herein. It is further agreed
to by the parties hereto that the transaction contemplated in
the Letter of Intent as an acquisition and exchange of shares
shall be structured as a merger and as otherwise set forth
herein..
(b) The parties hereby agree that IGRI shall merge Phoenician
with and into IGRI with IGRI to be the surviving corporation
(hereinafter the "Merger"), and whereby each share of
Phoenician common stock currently issued and outstanding at
the Effective Time of the Merger, herein defined, shall, by
action of the Merger and without any action on the part of the
holder thereof, automatically be converted into 11,200,000
shares of authorized but previously unissued common stock of
IGRI, par value $.001 per share (the "IGRI Common Stock"),
post-split as per Section 1.5(b) below.
(c) The parties hereto hereby further agree that at or prior
to the Effective Time
of the Merger:
(i) management of IGRI shall be reorganized so as to
seat the new Board of Directors of IGRI to consist of
those persons elected by written consent of a majority
of IGRI shareholders;
(ii) IGRI's corporate name shall be changed to
Phoenician Olive Oil International, Inc.;
(iii) the corporate identity, existence, purposes,
powers, franchises, rights, and immunities of Phoenician
shall be merged into IGRI and IGRI shall be fully
vested therewith;
(iv) the separate existence of Phoenician, except as
specifically otherwise provided by law, shall cease,
whereupon Phoenician and IGRI shall become a single
corporation;
(v) the necessary steps shall be taken in order to
reflect that IGRI will be principally engaged in the
business of gaining control of existing live olive trees
and/or acquiring new trees for use in the commercial
production of olive oil and in any other act or activity
for which a corporation may be organized under the Nevada
Revised Statutes ("NRS"); and
(vi) IGRI's principal place of business shall be moved to
Phoenix, Arizona.
SECTION 1.2 Effective Time of the Merger. Subject to satisfaction
of the terms and conditions of this Agreement, the parties hereto
shall cause the Articles of Merger in substantially the form of
Exhibit 1.2 annexed hereto (the "Articles of Merger"), to be
signed, verified and, immediately upon its execution, delivered to
the Secretary of State of the State of Nevada. The Effective Time
of the Merger shall be the date the Articles of Merger shall have
been filed with the State of Nevada and at such time IGRI shall
have merged Phoenician with and into IGRI and the separate
existence of Phoenician shall cease.
SECTION 1.3 Issuance of Shares.
(a) Upon the Effective time of the Merger, each share of
Phoenician common stock issued and outstanding shall by action
of the Merger and without any action on the part of the holder
thereof, automatically be converted into 11,200,000 shares of
IGRI Common Stock.
(b) The shares of IGRI Common Stock to be issued hereunder
are authorized but previously unissued shares of common stock
of IGRI and shall be, when issued, properly authorized,
validly issued, fully paid and nonassessable.
(c) All shares of IGRI Common Stock to be issued hereunder
are deemed "restricted securities" as defined by Rule 144 of
the Securities Act of 1933 (the "1933 Act"), and the
recipients thereof or their designees shall represent that
they are acquiring said shares for investment purposes only
and without the intent to make a further distribution of the
shares. All shares of IGRI Common Stock to be issued under
the terms of this Agreement shall be issued pursuant to an
exemption from the registration requirements of the 1933 Act,
under Section 4(2) of the 1933 Act and the rules and
regulations promulgated thereunder. All certificates
representing the IGRI Common Stock to be issued hereunder
shall bear the following legend:
The shares represented by this certificate have
not been registered under the Securities Act of
1933, as amended, and may not be offered for
sale, sold or otherwise transferred except in
compliance with the registration provisions of
such Act or pursuant to an exemption from such
registration provisions, the availability of
which is to be established to the satisfaction
of the Company.
SECTION 1.4 Closing. The closing of this Agreement and the
transactions contemplated hereby (the "Closing") shall take place
on or about to the 27th day of January, 1996 (the "Closing Date"),
unless extended by the mutual assent of the parties hereto, at a
time and place to be mutually agreed upon by the parties hereto,
and shall be subject to the provisions of ARTICLE X of this
Agreement. At the Closing or within thirty (30) days thereafter:
(a) Holders of Phoenician common stock shall deliver to IGRI
all stock certificates representing all of the issued and
outstanding shares of Phoenician common stock, duly endorsed,
so as to make IGRI the sole holder thereof, free and clear of
all claims and encumbrances, and which certificates shall be,
upon the issuance of IGRI Common Stock, canceled and deemed
void and of no further effect;
(b) IGRI shall deliver to the holders of Phoenician common
stock, stock certificates representing an aggregate of eleven
million, one hundred fifty-four thousand, seven hundred
twenty-tree (11,154,723) shares of IGRI Common Stock and each
certificate representing such shares shall bear a restrictive
legend in a form customarily used with restricted securities
and as set forth in Section 1.3(c) above;
(c) Phoenician shall deliver to IGRI all deeds, mortgages,
agreements and other pertinent documents evidencing
Phoenician's title, interest and ownership of all of its
assets and property, a complete list of which shall be
attached hereto as Exhibit 1.4 and by this reference made a
part hereof;
(d) IGRI shall deliver an Officer's Certificate as described
in Sections 9.1, 9.2 and 9.4 hereof, dated the Closing Date,
that all representations, warranties, covenants and conditions
set forth herein by IGRI are true and correct as of, or have
been fully performed and complied with by, the Closing Date;
and
(e) Phoenician shall deliver an Officer's Certificate as
described in Sections 8.1, 8.2 and 8.4 hereof, dated the
Closing Date, that all representations, warranties, covenants
and conditions set forth herein by Phoenician are true and
correct as of, or have been fully performed and complied with
by, the Closing Date.
SECTION 1.5 IGRI Special Meeting of Shareholders / Action by
Written Consent. In anticipation of this Agreement and prior to
the Closing Date, IGRI shall have taken all necessary and requisite
corporate action to either (i) call for a Special Meeting of
Shareholders to be held on the earliest practical date, or (ii)
obtain written consents from shareholders representing a majority
of IGRI's outstanding shares of common stock in order to approve
and transact the following business:
(a) To ratify this Agreement and all transactions
contemplated hereby;
(b) To ratify the proposal to effect a one (1) share for
fifty (50) shares reverse stock split of IGRI's currently
issued and outstanding shares of common stock;
(c) To elect a new Board of Directors to consist of Joseph
L. Alfano, C. David Callaham, George Cordova, Salvatore R.
Esposito, Anthony Luick, Jim McDaniel and Michael Nasco, Jr.;
(d) To amend the Articles of Incorporation to change the
corporate name to Phoenician Olive Oil International, Inc., or
any other name deemed suitable by the shareholders; and
(e) To ratify the proposal to authorize and issue an
aggregate of 240,000 shares (post-split) of IGRI's authorized
but previously unissued common stock to Joseph L. Alfano,
Murray Posin and Leonard E. Neilson, in exchange for the
forgiveness of certain debts owed by IGRI and in the
respective amount to be designated by separate instrument.
SECTION 1.6 Consummation of Transaction. 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
the transactions herein contemplated shall be consummated upon such
date, and then and thereupon, IGRI will file the Articles of Merger
and all other necessary documents that may be required by the State
of Nevada.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF IGRI
IGRI hereby represents, warrants and agrees that:
SECTION 2.1 Organization of IGRI. IGRI is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Nevada, is duly qualified and in good standing as a
foreign corporation in every jurisdiction in which such
qualification is necessary, and has the corporate power and
authority to own its properties and assets and to transact the
business in which it is engaged. There are no corporations or
other entities with respect to which (i) IGRI owns any of the
outstanding stock or other interest, or (ii) IGRI may be deemed to
be in control because of factors or relationships other that the
quantity of stock or other interest owned. IGRI has all requisite
corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. This
Agreement is the legal, valid and binding obligation of IGRI,
enforceable against IGRI in accordance with its respective terms
except to the extent that such enforcement may be limited by
applicable bankruptcy, insolvency and other similar laws affecting
creditors' rights generally.
SECTION 2.2 Capitalization of IGRI. The authorized capital stock
of IGRI consists of 200,000,000 shares of common stock, par value
$.001 per share, of which 33,221,833 shares are presently issued
and outstanding. All shares of IGRI common stock currently issued
and outstanding have been duly authorized and validly issued, are
fully paid and non-assessable, and have been issued in compliance
with applicable federal and state laws or pursuant to appropriate
exemptions therefrom. There are no options, warrants, rights,
calls, commitments or agreements of any character obligating IGRI
to issue any shares of its capital stock or any security
representing the right to purchase or otherwise receive any such
stock. IGRI's Class "A" and Class "B" Stock Purchase Warrants
previously outstanding expired on December 23, 1995. Shares of
IGRI common stock to be issued pursuant to this Agreement, when so
issued, will be duly authorized, validly issued, fully paid and
non-assessable.
SECTION 2.3 Charter Documents. Complete and correct copies of the
Articles of Incorporation and By-Laws of IGRI and all amendments
thereto, have been or will be delivered to Phoenician prior to the
Closing.
SECTION 2.4 Corporate Documents. The IGRI shareholders' list and
corporate minute books are complete and accurate as of the date
hereof and the corporate minute books contain the recorded minutes
of all corporate meetings of shareholders and directors.
SECTION 2.5 Financial Statements. IGRI's financial statements for
the period ended September 30, 1994 and the fiscal years ended
December 31, 1993 and 1992, a copy of which is annexed hereto as
Exhibit 2.5 and by this reference made a part hereof, are true and
complete in all material respects, having been prepared in
accordance with generally accepted accounting principles applied on
a consistent basis for the periods covered by such statements, and
fairly present, in accordance with generally accepted accounting
principles, the financial condition of IGRI, and results of its
operations for the periods covered thereby. IGRI represents that
it shall, as soon as practical following the Closing, update its
financial statements through December 31, 1995. IGRI further
represents that its September 30, 1994 financial statements do not
depict those certain material changes to the business operation,
assets and properties of IGRI as set forth in Section 2.6 below.
SECTION 2.6 Certain Changes or Events. Since the date of the IGRI
financial report attached hereto as Exhibit 2.5, IGRI has undergone
certain material changes in its financial condition. On January
30, 1995, IGRI executed two agreements, a Stock Sale Agreement and
a Stock Acquisition Agreement. As per the terms of the two
agreements, IGRI sold all of its real estate assets, properties,
and underlying debts and encumbrances in exchange for 71,079,000
shares of IGRI common stock and 48,436 shares of IGRI preferred
stock which were returned to IGRI and cancelled. As a result of
these transactions, IGRI was left with only nominal assets and a
total of 33,221,833 shares of common stock issued and outstanding.
These transactions will be depicted in the IGRI financial
statements to be prepared for December 31, 1995.
SECTION 2.7 Assets and Liabilities. IGRI does not have any
material assets and, as of the date hereof, IGRI does not have any
material debts, liabilities or obligations of any nature, whether
accrued, absolute, contingent, or otherwise, whether due or to
become due, that are not fully reflected in the IGRI financial
statements or otherwise disclosed.
SECTION 2.8 Tax Returns and Payments. IGRI has filed with the
appropriate governmental authority tax returns, whether based upon
income, sales or franchise, as required by law to be filed on or
before the date of this Agreement. IGRI has paid all taxes to be
due on said returns, any assessments made against IGRI and all
other taxes, fees and similar charges imposed on IGRI by any
governmental authority. No tax liens have been filed and no claims
are being assessed and no returns are under audit with respect to
any such taxes, fees or other similar charges.
SECTION 2.9 Contracts. IGRI is not a party to or bound by any
contract or commitment, including guaranty whether written or oral,
except as otherwise disclosed in Exhibit 2.9.
SECTION 2.10 Required Authorizations. There have been or will be
timely filed, given, obtained or taken, all applications, notices,
consents, approvals, orders, registrations, qualifications waivers
or other actions of any kind required by virtue of execution and
delivery of this Agreement by IGRI or the consummation by it of the
transactions contemplated hereby. The IGRI Board of Directors has
approved this Agreement and prior to the Closing, a majority of the
shareholders of IGRI shall have ratified this Agreement and the
transactions contemplated hereunder. Immediately following the
Closing, the appropriate corporate filings shall be made with the
State of Nevada.
SECTION 2.11 Compliance with Law and Government Regulations. IGRI
is in compliance with and is not in violation of, applicable
federal, state, local or foreign statutes, laws and regulations
(including without limitation, any applicable building, zoning or
other law, ordinance or regulation) affecting its properties or the
operation of its business. IGRI is not subject to any order,
decree, judgment or other sanction of any court, administrative
agency or other tribunal.
SECTION 2.12 Securities Regulations. IGRI has filed with the
Securities and Exchange Commission (the "Commission") an effective
registration statement on Form SB-2 (formerly Form S-18) under the
Securities Act of 1933, as amended (the "1933 Act"), and
accordingly is required to file with the Commission certain
periodic reports under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). IGRI is presently delinquent in
filing certain quarterly and annual reports pursuant to Section
15(d) of the Exchange Act. Upon the execution of this Agreement,
IGRI shall cause to be prepared and filed with the Commission all
reports and filings necessitated by consummation of the
transactions contemplated hereby, and such other reports and
filings so as to bring IGRI current in all its filings due and to
be deemed a "reporting company" under Section 15(d) of the Exchange
Act.
SECTION 2.13 Litigation. There is no litigation, arbitration,
proceeding or investigation pending or threatened to which IGRI is
a party or which may result in any material change in the business
or condition, financial or otherwise, of IGRI or in any of its
properties or assets, or which might result in any liability on the
part of IGRI, or which questions the validity of this Agreement or
of any action taken or to be taken pursuant to or in connection
with the provisions of this Agreement, and to the best knowledge of
IGRI, there is no basis for any such litigation, arbitration,
proceeding or investigation.
SECTION 2.14 Trade Names and Rights. IGRI does not use any trade
mark, service mark, trade name, or copyright in its business, nor
does it own any trade marks, trade mark registrations or
application, trade name, service marks, copyrights, copyright
registrations or application. No person owns any trade mark, trade
mark registration or application, service mark, trade name,
copyright, or copyright registration or application, the use of
which is necessary or contemplated in connection with the operation
of IGRI's business.
SECTION 2.15 Governmental Consent. No consent, approval,
authorization or order of, or registration, qualification,
designation, declaration or filing with, any governmental authority
on the part of IGRI is required in connection with the execution
and delivery of this Agreement or the carrying out of any
transactions contemplated hereby with the exception of the
necessary corporate filings with the State of Nevada relating to
the amendment of the Articles of Incorporation and the proposed
exchange of shares.
SECTION 2.16 Authority. IGRI's Board of Directors has approved
execution of this Agreement and its shareholders will, prior to the
Closing, ratify this Agreement and the transactions contemplated
hereby and will duly authorize the execution and delivery hereof.
IGRI has full power, authority and legal right to enter into this
Agreement and to consummate the transactions contemplated hereby,
and all corporate action necessary to authorize the execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby has been duly and validly taken. The execution
and delivery of this Agreement, the consummation of the
transactions contemplated hereby and compliance by IGRI with the
provisions hereof will not (a) conflict with or result in a breach
of any provisions of, or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default)
under, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of IGRI
under, any of the terms, conditions or provisions of the Articles
of Incorporation or By-Laws of IGRI, or any note, bond, mortgage,
indenture, license, lease, agreement or any instrument or
obligation to which IGRI is a party or by which it is bound; or (b)
violate any order, writ, injunction, decree, statute, rule or
regulation applicable to IGRI or any of its properties or assets.
SECTION 2.17 Full Disclosure. None of the representations and
warranties made by IGRI herein, or in any exhibit, certificate or
memorandum furnished or to be furnished by IGRI, on its behalf
pursuant hereto, contains or will contain any untrue statement of
material fact, or omits any material fact, the omission of which
would be misleading.
ARTICLE III
COVENANTS OF IGRI
SECTION 3.1 Conduct Prior to the Closing. Between the date
hereof and the Closing:
(a) IGRI will not enter into any material agreement, contract
or commitment, whether written or oral, or engage in any
transaction, without the prior written consent of Phoenician;
(b) IGRI will not declare any dividends or distributions with
respect to its capital stock or amend its Articles of
Incorporation or By-Laws, without the prior written consent
of Phoenician;
(c) IGRI will not authorize, issue, sell, purchase or redeem
any shares of its capital stock or any options or other rights
to acquire its capital stock, without the prior written
consent of Phoenician;
(d) IGRI will comply with all requirements which federal or
state law may impose on it with respect to this Agreement and
the transactions contemplated hereby, and will promptly
cooperate with and furnish written information to Phoenician
in connection with any such requirements imposed upon the
parties hereto in connection therewith;
(e) IGRI will not incur any indebtedness for money borrowed,
or issue or sell any debt securities, incur or suffer to be
incurred any liability or obligation of any nature whatsoever,
or cause or permit any lien, encumbrance or security interest
to be created or arise on or in any of its properties or
assets, acquire or dispose of fixed assets, change employment
terms, enter into any material or long-term contract,
guarantee obligations of any third party, settle or discharge
any balance sheet receivable for less than its stated amount
or enter into any other transaction other than in the regular
course of business, except to comply with the terms of this
Agreement, without the prior written consent of Phoenician;
(f) IGRI shall grant to Phoenician and its counsel,
accountants and other representatives, full access during
normal business hours during the period prior to the Closing
to all its respective properties, books, contracts,
commitments and records and, during such period, furnish
promptly to Phoenician and such representatives all
information relating to IGRI as Phoenician may reasonably
request, and shall extend to Phoenician the opportunity to
meet with IGRI's accountants and attorneys to discuss the
financial condition of IGRI; and
(g) Except for the transactions contemplated by this
Agreement, IGRI will conduct its business in the normal
course, and shall not sell, pledge or assign any of its assets
without the prior written consent of Phoenician.
SECTION 3.2 Affirmative Covenants. Prior to Closing, IGRI will do
the following:
(a) Use its best efforts to accomplish all actions necessary
to consummate this Agreement, including satisfaction of all
the conditions contained in this Agreement;
(b) Promptly notify Phoenician in writing of any material
adverse change in the financial condition, business,
operations or key personnel of IGRI, any threatened material
litigation or investigation, any breach of its representations
or warranties contained herein, and any material contract,
agreement, license or other agreement which, if in effect on
the date of this Agreement, should have been included in this
Agreement or in an exhibit annexed hereto and made a part
hereof;
(c) Obtain approval of this Agreement from its shareholders;
(d) Accept the resignation of Murray Posin, a current
director of IGRI, and cause to be nominated immediately a new
Board of Directors consisting of the following nominees:
Joseph L. Alfano, C. David Callaham, George Cordova, Salvatore
R. Esposito, Anthony Luick, Jim McDaniel and Michael Nasco,
Jr. ;
(e) Reserve, and promptly after the Closing, issue and
deliver to the shareholders of Phoenician or their designees
the number of shares of IGRI common stock required hereunder;
(f) Reserve, and promptly after the Closing, issue and
deliver to those persons designated in Sections 1.5(e) and 6.3
hereof, the 240,000 shares of IGRI common stock as provided
for in said Sections;
(g) Take the necessary corporate action to amend its Articles
of Incorporation to change its name to Phoenician Olive Oil,
Inc. or any other name deemed suitable and approved by the
shareholders; and
(h) Take all other necessary corporate actions to accomplish
those items set forth in Section 1.5 hereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PHOENICIAN
Phoenician hereby represents, warrants and agrees that:
SECTION 4.1 Organization of Phoenician. Phoenician is a
corporation duly organized, validly existing and in good standing
under the laws of Arizona and is duly qualified and in good
standing in every jurisdiction in which such qualification is
necessary. There are no corporations or other entities with
respect to which (i) Phoenician owns any of the outstanding stock
or other interest, or (ii) Phoenician may be deemed to be in
control because of factors or relationships other than the
percentage of outstanding stock or other interest owned in such
entity, except as otherwise disclosed in Exhibit 4.1 annexed hereto
and by this reference made a part hereof. Phoenician has all
requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.
SECTION 4.2 Charter Documents. Complete and correct copies of
the Articles of Incorporation and By-Laws of Phoenician and all
amendments thereto, have been or will be delivered to IGRI prior to
the Closing.
SECTION 4.3 Financial Statements / Assets and Liabilities.
Phoenician's financial statements for the period ended
__________________, 1995 (which shall be updated through the period
ended December 31, 1995 as soon as practical), a copy of which is
annexed hereto as Exhibit 4.3 and by this reference made a part
hereof, are true and complete in all material respects, having been
prepared in accordance with generally accepted accounting
principles applied on a consistent basis for the periods covered by
such statements, and fairly present the financial condition of
Phoenician and results of its operations for the periods covered
thereby. Phoenician has good and marketable title to all of its
assets and property to be delivered to IGRI hereunder, free and
clear of any and all liens, claims and encumbrances, except as may
be otherwise set forth herein and in its financial statements or as
otherwise set forth in Exhibit 1.4.
SECTION 4.4 Tax Returns and Payments. All of Phoenician's tax
returns (federal, state, city, county or foreign) which are
required by law to be filed on or before the date of this
Agreement, have been duly filed or extended with the appropriate
governmental authority. Phoenician has paid all taxes to be due on
said returns, any assessments made against Phoenician and all other
taxes, fees and similar charges imposed on Phoenician by any
governmental authority (other than those, the amount or validity of
which is being contested in good faith by appropriate proceedings).
No tax liens have been filed and no claims are being assessed with
respect to any such taxes, fees or other similar charges.
SECTION 4.5 Required Authorizations. There have been or will be
timely filed, given, obtained or taken, all applications, notices,
consents, approvals, orders, registrations, qualifications waivers
or other actions of any kind required by virtue of execution and
delivery of this Agreement by Phoenician or the consummation by it
of the transactions contemplated hereby.
SECTION 4.6 Compliance with Law and Government Regulations.
Phoenician is in compliance with all applicable statutes,
regulations, decrees, orders, restrictions, guidelines and
standards affecting its properties and operations, imposed by the
State of Arizona, the United States of America or any state to
which Phoenician is subject.
SECTION 4.7 Litigation. With the exception of any disclosure set
forth in an exhibit attached hereto, there is no material
litigation, arbitration, proceeding or investigation pending or
threatened to which Phoenician is a party or which may result in
any material change in the business or condition, financial or
otherwise, of Phoenician or in any of its properties or assets, or
which if determined against Phoenician would have a material
adverse effect against Phoenician, or which might result in any
liability on the part of Phoenician, or which questions the
validity of this Agreement or of any action taken or to be taken
pursuant to or in connection with the provisions of this Agreement,
and to the best knowledge of Phoenician, there is no basis for any
such litigation, arbitration, proceeding or investigation except as
otherwise set forth herein.
SECTION 4.8 Patents, Trademarks, Rights and Technology. Exhibit
4.8 annexed hereto and by this reference made a part hereof,
contains a complete list of all patents, trademarks, service marks,
trademark and service mark registrations, applications and licenses
with respect to the foregoing owned or held by Phoenician.
Phoenician has no knowledge of any facts and nothing has come to
its attention that would lead it to believe that it has infringed
or misappropriated or is infringing upon any trademark, copyright,
patent or other similar right of any person. No claim relating
thereto is pending or to the knowledge of Phoenician is threatened.
Phoenician further represents and warrants that its present
technology, systems and products are commercially viable and fully
operational as previously represented and demonstrated to IGRI.
SECTION 4.9 Governmental Consent. No consent, approval,
authorization or order of, or registration, qualification,
designation, declaration or filing with, any governmental authority
on the part of Phoenician is required in connection with the
execution and delivery of this Agreement or the carrying out of any
transactions contemplated hereby.
SECTION 4.10 Authority. Phoenician and its shareholders
representing at least a majority of the issued and outstanding
shares of Phoenician capital stock of record, have approved this
Agreement and duly authorized the execution and delivery hereof.
Phoenician has full power, authority and legal right to enter into
this Agreement on behalf of Phoenician and its shareholders and to
consummate the transactions contemplated hereby, and all corporate
action necessary to authorize the execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby has been duly and validly taken. The execution and delivery
of this Agreement, the consummation of the transactions
contemplated hereby and compliance by Phoenician with the
provisions hereof will not (a) conflict with or result in a breach
of any provisions of, or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default)
under, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of
Phoenician under, any of the terms, conditions or provisions of the
Articles of Incorporation or By-Laws of Phoenician, or any note,
bond, mortgage, indenture, license, agreement or any instrument or
obligation to which Phoenician is party or by which it is bound; or
(b) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Phoenician or any of its properties or
assets. Execution of this Agreement represents and acknowledges
that the Phoenician Board of Directors and a majority of its
shareholders have ratified this Agreement and agreed to proceeds as
per the terms stated herein.
SECTION 4.11 Investment Purpose . Phoenician represents that it
shall acquire from each of the recipients of the IGRI Shares to be
issued hereunder a representation that each shareholder is
acquiring the shares for investment purposes only and acknowledges
that the IGRI Shares issued hereunder are "restricted securities"
and may not be sold, traded or otherwise transferred without
registration under the 1933 Act or exemption therefrom.
SECTION 4.12 Full Disclosure. None of the representations and
warranties made by Phoenician herein, or in any exhibit,
certificate or memorandum furnished or to be furnished by IGRI, on
its behalf, contains or will contain any untrue statement of
material fact, or omit any material fact, the omission of which
would be misleading.
ARTICLE V
COVENANTS OF PHOENICIAN
SECTION 5.1 Conduct Prior to the Closing. Between the date
hereof and the Closing:
(a) Except within the regular course of business, Phoenician
and its subsidiaries will not enter into any material
agreement, contract or commitment, whether written or oral, or
engage in any transaction, without the consent of IGRI;
(b) Phoenician and its subsidiaries will not declare any
dividends or distributions with respect to its capital stock
or amend its Articles of Incorporation or By-Laws, without the
prior consent of IGRI;
(c) Except within the regular course of business, Phoenician
and its subsidiaries will not incur any indebtedness for money
borrowed or issue any debt securities, or incur or suffer to
be incurred any liability or obligation of any nature
whatsoever, or cause or permit any lien, encumbrance or
security interest to be created or arise on or in any of its
properties or assets, without the consent of IGRI;
(d) Phoenician will comply with all requirements which
federal or state law may impose on it with respect to this
Agreement and the transactions contemplated hereby, and will
promptly cooperate with and furnish information to IGRI in
connection with any such requirements imposed upon the parties
hereto in connection therewith; and
(e) Phoenician shall grant to IGRI and its counsel,
accountants and other representatives, full access during
normal business hours during the period prior to the Closing
to all its respective properties, books, contracts,
commitments and records and, during such period, furnish
promptly to IGRI and such representatives all information
relating to Phoenician as IGRI may reasonably request, and
shall extend to IGRI the opportunity to meet with Phoenician's
accountants and attorneys to discuss the financial condition
of Phoenician.
SECTION 5.2 Affirmative Covenants. Prior to Closing, Phoenician
will do the following:
(a) Use its best efforts to accomplish all actions necessary
to consummate this Agreement, including satisfaction of all
the conditions contained in this Agreement;
(b) Provide to IGRI the sum of $57,500 for payment at the
Closing of certain debts owed by IGRI and for certain costs
and expenses related to the transactions contemplated by this
Agreement, to be paid to those persons and in the respective
amounts to be designated by separate document and as otherwise
provided by Sections 1.5(e) and 6.3 hereof.
(c) Promptly notify IGRI in writing of any materially adverse
change in the financial condition, business, operations or key
personnel of Phoenician, any breach of its representations or
warranties contained herein, and any material contract,
agreement, license or other agreement which, if in effect on
the date of this Agreement, should have been included in this
Agreement.
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.1 Expenses. Whether or not the transactions
contemplated in this Agreement are consummated, all costs and
expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party
incurring such expense or as otherwise agreed to herein. Certain
expenses related to this Agreement shall be paid as provided by
Section 6.3 below.
SECTION 6.2 Brokers and Finders. Each of the parties hereto
represents, as to itself, that no agent, broker, investment banker
or other firm or person is or will be entitled to any broker's or
finder's fee or any other commission or similar fee in connection
with any of the transactions contemplated by this Agreement.
SECTION 6.3 Payment of Certain Debts and Obligations. In exchange
for the forbearance and cancellation of certain debts and
obligations previously owed by IGRI, the parties hereto agree that
at the Closing, IGRI shall cause to be issued the aggregate of
240,000 shares of authorized but previously unissued IGRI common
stock (post-split) to Joseph L. Alfano, Murray Posin and Leonard E.
Neilson, in the respective amounts to be designated by separate
document. These 240,000 shares shall be deemed restricted
securities and certificates representing the shares shall bear the
appropriate restrictive legend. The parties hereto further agree
that at the Closing, IGRI shall pay the aggregate sum of $57,500 to
Joseph L. Alfano, Murray Posin, Leonard E. Neilson and Jones,
Jensen & Company, in payment of certain debts owed by IGRI and for
certain costs and expenses related to the transactions contemplated
by this Agreement. The money is to be paid to the aforementioned
persons and entity in the respective amounts to be designated by
separate document. Phoenician agrees that it will pay to IGRI at
the Closing the $57,500 for the payment of these obligations.
SECTION 6.4 Lock-up Agreements. The parties hereto agree that at
the Closing, IGRI will deliver to Phoenician executed Lock-up
Agreements representing at least
shares of IGRI common stock (post-split), whereby those IGRI
shareholders executing such Lock-up Agreements shall agree to not
sell, assign, hypothecate, or otherwise transfer their respective
shares of IGRI common stock subject to the Lock-up Agreements for
a period of one (1) year from the date of the Closing of this
Agreement.
SECTION 6.5 Necessary Actions. Subject to the terms and
conditions herein provided, each of the parties hereto agree to use
all reasonable efforts to take, or cause to be taken, all action,
and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and
make effective the transactions contemplated by this Agreement. In
the event at any time after the Closing, any further action is
necessary or desirable to carry out the purposes of this Agreement,
the proper officers and/or directors of IGRI or Phoenician, as the
case may be, shall take all such necessary action.
SECTION 6.6 Indemnification.
(a) Phoenician agrees to defend and hold IGRI harmless
against and in respect of any and all claims, demands, losses,
costs, expenses, obligations, liabilities, damages, recoveries
and deficiencies, including interest, penalties, and
reasonable attorney fees, that IGRI shall incur or suffer,
which arise out of, result from or relate to any material
breach of, or failure by Phoenician to perform any of its
representations, warranties, covenants and agreements in this
Agreement or in any exhibit or other instrument furnished or
to be furnished by Phoenician under this Agreement.
(b) IGRI agrees to defend and hold Phoenician harmless
against and in respect of any and all claims, demands, losses,
costs, expenses, obligations, liabilities, damages, recoveries
and deficiencies, including interest, penalties, and
reasonable attorney fees, that Phoenician shall incur or
suffer, which arise out of, result from or relate to any
material breach of, or failure by IGRI to perform any of its
representations, warranties, covenants and agreements in this
Agreement or in any exhibit or other instrument furnished or
to be furnished by IGRI under this Agreement.
SECTION 6.7 Confidentiality. All parties hereto agree to keep
confidential this Agreement and all information and documents
relating to this Agreement until such time as the Agreement and the
transactions contemplated hereunder are made public by means of an
appropriate press release or by any other means reasonably assured
to make such information publicly available. It is the intent of
the parties hereto that as soon as practical following the
execution of this Agreement, IGRI and Phoenician shall cause to be
prepared and distributed in the appropriate manner a press release
publicly announcing the execution of the Agreement.
ARTICLE VII
CONDITIONS TO OBLIGATIONS OF THE PARTIES
The obligations of the parties under this Agreement are
subject to the fulfillment and satisfaction of each of the
following conditions:
SECTION 7.1 Legal Action. No preliminary or permanent injunction
or other order by any federal or state court which prevents the
consummation of this Agreement or any of the transactions
contemplated by this Agreement shall have been issued and remain in
effect.
SECTION 7.2 Absence of Termination. The obligations to
consummate the transactions contemplated hereby shall not have been
canceled pursuant to Article X hereof.
SECTION 7.3 Required Approvals. IGRI and Phoenician shall have
received all such approvals, consents, authorizations or
modifications as may be required to permit the performance by IGRI
and Phoenician of the respective obligations under this Agreement,
and the consummation of the transactions herein contemplated,
whether from governmental authorities or other persons, and IGRI
and Phoenician shall each have received any and all permits and
approvals from any regulatory authority having jurisdiction
required for the lawful consummation of this Agreement.
SECTION 7.4 Blue Sky Compliance. There shall have been obtained
any and all permits, approvals and consents of the Securities or
"Blue Sky" Commissions of any jurisdictions, and of any other
governmental body or agency, which counsel for IGRI may reasonably
deem necessary or appropriate so that consummation of the
transactions contemplated by this Agreement may be in compliance
with all applicable laws.
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF IGRI
All obligations of IGRI under this Agreement are subject to
the fulfillment and satisfaction by Phoenician prior to or at the
time of the Closing, of each of the following conditions, any one
or more of which may be waived by IGRI.
SECTION 8.1 Representations and Warranties True at the Closing.
All representations and warranties of Phoenician contained in this
Agreement will be true and correct at and as of the time of the
Closing, and Phoenician shall have delivered to IGRI certificates,
dated the date of the Closing, to such effect and in the form and
substance satisfactory to IGRI, and signed, in the case of
Phoenician, by its president and secretary.
SECTION 8.2 Performance. The obligations of Phoenician to be
performed on or before the Closing pursuant to the terms of this
Agreement shall have been duly performed at such time, and
Phoenician shall have delivered to IGRI a certificate, dated the
date of the Closing, to such effect and in form and substance
satisfactory to IGRI.
SECTION 8.3 Authority. All action required to be taken by, or on
the part of Phoenician and its shareholders to authorize the
execution, delivery and performance of this Agreement by Phoenician
and the consummation of the transactions contemplated hereby, shall
have been duly and validly taken.
SECTION 8.4 Absence of Certain Changes or Events. There shall not
have occurred, since the date hereof, any adverse change in the
business, condition, (financial or otherwise), assets or
liabilities of Phoenician or any event or condition of any
character adversely affecting Phoenician, and it shall have
delivered to IGRI, certificates, dated the date of the Closing, to
such effect and in form and substance satisfactory to IGRI and
signed, in the case of Phoenician, by its president and secretary.
ARTICLE IX
CONDITIONS PRECEDENT TO OBLIGATIONS OF PHOENICIAN
All obligations of Phoenician under this Agreement are subject
to the fulfillment and satisfaction by IGRI, prior to or at the
time of Closing, of each of the following conditions, any one or
more of which may be waived by Phoenician.
SECTION 9.1 Representations and Warranties True at the Closing.
All representations and warranties of IGRI contained in this
Agreement will be true and correct at and as of the time of the
Closing, and IGRI shall have delivered to Phoenician a certificate,
dated the date of the Closing, to such effect and in the form and
substance satisfactory to Phoenician, and signed, in the case of
IGRI, by its president and secretary.
SECTION 9.2 Performance. Each of the obligations of IGRI to be
performed on or before the Closing pursuant to the terms of this
Agreement shall have been duly performed at the time of the
Closing, and IGRI shall have delivered to Phoenician a certificate,
dated the date of the Closing, to such effect and in form and
substance satisfactory to Phoenician, and signed, in the case of
IGRI, by its president and secretary.
SECTION 9.3 Authority. All action required to be taken by, or on
the part of IGRI, to authorize the execution, delivery and
performance of this Agreement by IGRI, and the consummation of the
transactions contemplated hereby shall be duly and validly taken.
SECTION 9.4 Absence of Certain Changes or Events. There shall not
have occurred, since the date hereof, any adverse change in the
business, condition, (financial or otherwise), assets or
liabilities of IGRI or any event or condition of any character
adversely affecting IGRI and it shall have delivered to Phoenician,
certificates, dated the date of the Closing, to such effect and in
form and substance satisfactory to Phoenician, in the case of IGRI,
by its president and secretary.
SECTION 9.5 Action by IGRI Shareholders. Prior to the Closing of
this Agreement, the shareholders of IGRI shall have ratified this
Agreement and the transactions contemplated hereunder, and shall
have approved the amendments to the IGRI Articles of Incorporation
and elected new directors as set forth in Section 1.5 above.
Murray Posin, a current director and officer of IGRI, shall have
submitted his resignations as a director and officer of IGRI,
effective on the Closing of this Agreement or at such other time as
mutually agreed to by IGRI and Phoenician.
<PAGE>
ARTICLE X
TERMINATION
SECTION 10.1 Termination. Notwithstanding anything herein or
elsewhere to the contrary, this Agreement may be terminated:
(a) By mutual agreement of all the parties hereto at any
time;
(b) By the board of directors of IGRI at any time prior to
the Closing if:
(i) a condition to performance by IGRI under this
Agreement or a covenant of Phoenician contained herein
shall not be fulfilled on or before the time of the
Closing or at such other time and date specified for the
fulfillment for such covenant or condition; or
(ii) a material default or breach of this Agreement shall
be made by Phoenician.
(c) By the board of directors of Phoenician at any time prior
to the Closing if:
(i) a condition to Phoenician's performance under this
Agreement or a covenant of IGRI contained in this
Agreement shall not be fulfilled on or before the Closing
or at such other time and date specified for the
fulfillment of such covenant or conditions; or
(ii) a material default or breach of this Agreement shall
be made by IGRI.
SECTION 10.2 Effect of Termination. If this Agreement is
terminated, this Agreement, except as to Section 11.1 and Section
11.2, 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 10.1(b)(i) or 10.1(c)(i) hereof because of a prior
material default under or a 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 aggravated party or parties in connection with this Agreement,
and no party to this Agreement shall be entitled to any injunctive
relief.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1 Cost and Expenses. All costs and expenses incurred
in connection with this Agreement will be paid by the party
incurring such expenses unless otherwise expressly provided for
herein. In the event of any termination of this Agreement pursuant
to Section 10.1, subject to the provisions of Section 10.2, IGRI
and Phoenician will each bear their own respective expenses.
SECTION 11.2 Extension of Time: Waivers. At any time prior to
the Closing date:
(a) IGRI may (i) extend the time for the performance of any
of the obligations or other acts of Phoenician, (ii) waive any
inaccuracies in the representations and warranties of
Phoenician contained herein or in any document delivered
pursuant hereto by Phoenician, and (iii) waive compliance with
any of the agreements or conditions contained herein to be
performed by Phoenician. Any agreement on the part of IGRI to
any such extension or waiver shall be valid only if set forth
in an instrument, in writing, signed on behalf of IGRI;
(b) Phoenician may (i) extend the time for the performance of
any of the obligations or other acts of IGRI, (ii) waive any
inaccuracies in the representations and warranties of IGRI
contained herein or in any document delivered pursuant hereto
by IGRI and (iii) waive compliance with any of the agreements
or conditions contained herein to be performed by IGRI. Any
agreement on the part of Phoenician to any such extension or
waiver shall be valid only if set forth in an instrument, in
writing, signed on behalf of Phoenician.
SECTION 11.3 Notices. Any notice to any party hereto pursuant to
this Agreement shall be in writing and given by Certified or
Registered Mail or by facsimile, addressed as follows:
Copy to:
Investment Growth Resources, Inc. c/o Leonard E. Neilson
4180 Flamingo Crest Drive #3 Attorney at Law
Las Vegas, Nevada 89121 1121 East 3900 South, Suite 200
Salt Lake City, Utah 84124
Copy to:
Phoenician Olive Oil, Inc. Michael Widener
3720 East Kachina c/o Bonnett, Fairbourn, Friedman
Phoenix, Arizona 85044 & Balint
4041 North Central Avenue,
Suite 1100
Phoenix, Arizona 85012
Additional notices are to be given as to each party, at such
other address as should be designated in writing complying as to
delivery with the terms of this Section 11.3. All such notices
shall be effective when sent, addressed as aforesaid.
SECTION 11.4 Parties in Interest. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and the
respective successors and assigns. Nothing in this Agreement is
intended to confer, expressly or by implication, upon any other
person any rights or remedies under or by reason of this Agreement.
SECTION 11.5 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original and
together shall constitute one document. The delivery by facsimile
of an executed counterpart of this Agreement shall be deemed to be
an original and shall have the full force and effect of an original
executed copy.
SECTION 11.6 Severability. The parties hereto agree and affirm
that none of the provisions herein is dependent upon the validity
of any other provision, and if any part of this Agreement is deemed
to be unenforceable, the remainder of the Agreement shall remain in
full force and effect.
SECTION 11.7 Headings. The Article and Section headings are
provided herein for convenience of reference only and do not
constitute a part of this Agreement.
SECTION 11.8 Governing Law. This Agreement shall be governed by
the laws of the State of Nevada. Any action to enforce the
provisions of this Agreement shall be brought in a court of
competent jurisdiction in the State of Nevada and in on other
place.
SECTION 11.9 Survival of Representations and Warranties. All
terms, conditions, representations and warranties set forth in this
Agreement or in any instrument, certificate, opinion, or other
writing providing for in it, shall survive the Closing and the
delivery of the IGRI Shares issued hereunder at the Closing, for a
period of one year from the Closing regardless of any investigation
made by or on behalf of any of the parties hereto.
SECTION 11.10 General Release. Each of the parties to this
Agreement hereby releases and discharges the other party together
with such other party's officers, directors, employees, agents,
assigns, attorneys, accountants and affiliates, whether herein
named or referred to or not, of and from any and all claims, causes
of action, debts, duties, liabilities and obligations of any and
every sort or nature, wherever and however arising, which against
the other party it now has or ever had or which it or its assigns
hereafter may or can have, from any time up to and including the
Closing of this Agreement and the Effective Time of the Merger
contemplated hereby.
SECTION 11.11 Assignability. This Agreement shall not be
assignable by any of the parties hereto without the prior written
consent of the other parties.
SECTION 11.12 Amendment. This Agreement may be amended with the
approval of the boards of directors of IGRI and Phoenician at any
time before or after approval thereof by stockholders of IGRI, if
required, and Phoenician; but after such approval by the IGRI
shareholders, 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.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement in a manner legally binding upon them as
of the date first above written.
"IGRI"
INVESTMENT GROWTH RESOURCES, INC.
Attest:
By: ___________________________ _________________________
Its: President Secretary
"Phoenician"
PHOENICIAN OLIVE OIL, INC.
Attest:
By: ____________________________ __________________________
Its: President Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE PHOENICIAN OLIVE OIL, INC.
FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER
31, 199 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,839
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,839
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,839
<CURRENT-LIABILITIES> 248,451
<BONDS> 0
0
0
<COMMON> 33,222
<OTHER-SE> 4,337,024
<TOTAL-LIABILITY-AND-EQUITY> 1,839
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (78,099)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (78,099)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
