SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: May 11, 2000
LIFE MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 33-26787-D 87-03403828
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1187 South 1480 West
Orem, Utah 84058
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (435) 374-2888
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Pursuant to an intended acquisition, the Company changed its
name from Life Medical Technologies, Inc. to I-SIM International
Corporation and changed its symbol to ISIM. Subsequently, the
Company changed its name back to Life Medical Technologies, Inc.
and obtained the trading symbol LFMD.
Effective May 11, 2000, the Company acquired all the of equity
of Virtual Market Solutions.com, Inc., which is a privately-held
Nevada corporation doing business as iBonZai.com ("iBonZai").
As a result of the acquisition, iBonZai became a wholly-owned
subsidiary of the Company. Pursuant to the transaction, the two
shareholders of iBonZai were issued an aggregate of 9,250,000
shares of common stock and became the controlling shareholders of
the Company.
iBonzai is an Internet Service Provider (ISP) which currently
has approximately 4,637 subscribers. A total of 4,500,000 of the
shares issued to iBonZai shareholders are subject to divestiture if
iBonZai does not obtain 200,000 subscribers within the next year.
As a result of the transaction, the following persons are now
serving as officers or directors of the Company:
Scott R. Hoskings, President/CEO
Mr. Hosking attended the University of Utah from 1979 to 1981.
He left college for a career in his family's aviation business.
After three years with the family company, Mr. Hosking made the
decision to leave and pursue aviation consulting opportunities.
During this time he assisted in creating two of the top air show
acts in the world.
Subsequently, in 1985, Mr. Hosing moved to Mexico to expand
his base, and pursue international opportunities. With tourism as
the focus, this enterprise grew into a network of companies that
grossed over $55 million per year. Interests included, tourist
ground operations, import-export, brokering hotel rooms and opening
the first Domino's Pizza south of the border.
In 1994, Mr. Hosking returned to the United States where his
children could enjoy increased educational opportunities. Upon
returning to United States, he worked as a management and marketing
consultant to several businesses in the United States and Mexico.
In 1998 Mr. Hosking developed the business model of iBonZai and
incorporated iBonZai.com, Inc. in 1999.
Mr. Hosking has served on the teaching staff at Weber State
and the College of Eastern Utah and lectured at 12 other colleges
where he demonstrated and proved an economic model called MoneyMax.
He was invited by numerous universities throughout the western
United States to lecture on this model.
Dwight B. Williams, Director and Secretary/Treasurer.
Dwight B. Williams is a shareholder in the Salt Lake City,
Utah law firm of Mackey Price & Williams.
Mr. Williams attended Stanford University and the University
of Utah, from which he graduated magna cum laude, Phi Kappa
Phi in 1967 with a Bachelor of Arts degree in Political
Science. He received his Juris Doctorate degree from
California University in 1970.
Upon graduation from law school, Mr. Williams practiced in New
York City with the law firm of Chadbourne, Parke, Whiteside
and Wolff. Following military duty as an intelligence
officer, Mr. Williams returned to Salt Lake City, Utah, where
he joined the law firm of Van Cott, Bagley, Cornwall &
McCarthy from 1971 to 1974. He later became a partner with
the Salt Lake City law firm of Kirton, McConkie & Bushnell.
Mr. Williams also served as an adjunct professor of Business
Law at the University of Utah College of Business from 1974 to
1979. From 1985 to 1988 he was President of the Catania and
then Italy Rome Mission for the Church of Jesus Christ of
Latter-Day Saints.
Mr. Williams' law practice is concentrated in international
business law. He is the past president of the Utah World
Trade Association and of the International Visitors -based National
Council for International Visitors from
1993 to 1995. Mr. Williams served six years as a member of
the Utah District Export Council and three years as Honorary
Consul of Belgium for Utah.
Mr. Williams is a member of the Utah State Bar, serving as
Chairman of the International Law Section from 1983 to 1984.
In addition, he was a member of the International Bar
Association Committee on Investment Companies from 1976 to
1985.
Mr. Williams speaks German, Italian and French, and has
reading capabilities in Spanish and Portuguese.
ITEM 5. OTHER EVENTS
Effective May 11, 2000 the Company completed the acquisition
of Virtual Market Solutions.com, Inc.
Additionally, investors have converted $500,000 in financing
to options to purchase one million restricted shares of common
stock at $5 per share, one million at $10, and one million at $15.
As a result of the Company's acquisition, the Company currently has
13,990,000 shares issued an outstanding.
The Company has changed its name to iBonZai.com, Inc. and
obtained the trading symbol IBZI on the OTC Bulletin Board.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
The required financial statements will be filed by
amendment not later than 60 days after the date that this report
must be filed.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
LIFE MEDICAL TECHNOLOGIES, INC.
Date: May 14, 2000 By: /s/ Scott Hosking
ScottHosking, President/CEO
INDEX TO EXHIBITS
Exhibit
No. Exhibit
2 Acquisition Agreement dated May 11, 2000 between Life
Medical Technologies, Inc. and Virtual Market
Solutions.com, Inc.
ACQUISITION AGREEMENT
This Agreement is entered into by, between and among Life
Medical Technologies, Inc., a corporation organized under the laws
of the State of Delaware (hereinafter the "Purchaser"), and the
equity owners ("the Shareholders") of Virtual Market Solutions.com,
Inc., a Nevada corporation (hereinafter "the Company").
WITNESSETH:
WHEREAS, Purchaser wishes to acquire, and Shareholders are
willing to sell, all of the outstanding equity ownership of the
Company in exchange for common stock of the Purchaser;
NOW, THEREFORE, in consideration of the mutual terms and
covenants set forth herein, Purchaser and Shareholders approve and
adopt this Acquisition Agreement and mutually covenant and agree
with each other as follows:
ARTICLE I
SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED
1. a. On the closing date the Shareholders shall transfer to
Purchaser certificates representing the equity of the Company
described in Schedule "A" , attached hereto and incorporated
herein, which in the aggregate shall represent all of the issued
and outstanding Shares of the Company. Such certificates shall be
duly endorsed in blank by Shareholders or accompanied by duly
executed certificate powers in blank with signatures guaranteed.
Alternatively, the Shareholders may assign their rights to the
Shares if the Shares have not been physically issued in the form
of certificates.
b. In exchange for the transfer of the equity of the Company
pursuant to sub-section hereof, Purchaser shall on the closing
date and contemporaneously with such transfer of the equity of the
Company to it by the Shareholders, or rights thereto, issue and
deliver to the Shareholders nine million two hundred and fifty
thousand (9,250,000) Shares of the Purchaser in accordance with
Schedule "B" hereof. A total of four million five hundred thousand
(4,500,000) of the shares issued pursuant to this Agreement shall
be subject to divestiture and cancellation if the Company does not
obtain 200,000 registered subscribers within twelve months of the
date of the Acquisition.
2. The parties intend that this acquisition and exchange of
equity is to be an exchange/transaction pursuant to Section
368(a)(1)(b) of the Internal Revenue Code of the United States.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
2.01 Ownership of Equity.
Shareholders are the record owners and holders of the
number of fully paid and non-assessable Shares of the Company
listed in Schedule "A" hereto as of the date hereof and will
continue to own such Shares of the Company until the delivery
thereof to the Purchaser on the closing date and all such Shares
are or will be on the closing date owned free and clear of all
liens, encumbrances, charges and assessments of every nature and
subject to no restrictions with respect to transferability. The
Shareholders will have full power and authority to assign and
transfer their Shares of the Company in accordance with the terms
hereof.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND ITS
SHAREHOLDERS
3.01 Capitalization
Except for this Agreement, there are no outstanding options,
contracts, calls, commitments, agreements or demands of any
character relating to the Shares of the Company owned by its
Shareholders.
3.02 Organization and Authority.
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of Nevada, with all
requisite corporate power and authority to own, operate and lease
its properties and to carry on its business as now being conducted,
is duly qualified and in good standing in every jurisdiction in
which the property owned, leased or operated by it, or the nature
of the business conducted by it, makes such qualification necessary
to avoid material liability or material interference in its
business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the
conduct of its business in any jurisdiction or location.
(b) The outstanding Shares of the Company are legally
and validly issued, fully paid and non-assessable.
(c) The Company does not own five percent (5%) or more
of the outstanding stock of any corporation.
(d) The minute book of the Company made available to
Purchaser contains complete and accurate records of all meetings
and other corporate actions of the Shareholders and the Managers
(and any committee thereof) of the Company.
(e) The minutes and books of the company contains a list
of the directors, officers, and Shareholders of Company and copies
of the Articles of Incorporation and Bylaws currently in effect of
the Company.
(f) The execution and delivery of this Agreement does
not, and the consummation of the transaction contemplated hereby
will not, subject to the approval and adoption by the Shareholders
or the Board of the Directors of the Company, violate any provision
of the certificate/articles of incorporation or bylaws of the
Company, or any provisions thereof, or result in the acceleration
of any obligation under, any mortgage, lien, lease, agreement,
instrument, court order, arbitration award, judgment or decree to
which the Company is a party, or by which it is bound, and will not
violate any other restriction of any kind or character to which it
is subject.
(g) The authorized capital of the Company is fifty
million (50,000,000) shares of $.001 par value stock, of which nine
million two hundred and fifty thousand (9,250,000) shares shall are
issued and outstanding at the time of the acquisition and
10,000,000 shares, $.001 par value preferred stock, none of which
have been issued. There are no other options, warrants, or rights
to equity other than what is outstanding.
3.03 Financials.
(a) Audited financial statements (hereafter "financial
statements") of the Company, as of December 31, 1999, will be
delivered by the Company to the Purchaser within 21 days. The
Financial Statements are accurate and constitute a fair
representation of the financial condition of the Company as of its
date and for the periods covered. The Shareholders represent and
warrant that at the time of the Acquisition the Company shall have
no debt and shall have $250,000 in liquid assets.
(b) All accounts receivable, if any, (net of reserves
for doubtful accounts) of the Company shown on the books of account
on the statement date and as incurred in the normal course of
business since that date, are collectible in the normal course of
business.
(c) The Company has good and marketable title to all of
its assets, business and properties including, without limitation,
all such properties reflected in the balance sheet as of the
statement date except as disposed of in the normal course of
business, free and clear of any mortgage, lien, pledge, charge,
claim or encumbrance, except as shown on said balance sheet as of
the statement date and, in the case of real properties except for
rights-of-way and easements which do not adversely affect the use
of such property.
(d) All currently used property and assets of the
Company, or in which it has an interest, or which it has in
possession, are in good operating condition and repair subject only
to ordinary wear and tear.
3.04 Changes Since the Statement Date. Since the financial
statement date, except as disclosed herein, there will not have
been any material negative change in the financial position or
assets of the Company.
3.05 Liabilities. There are no material liabilities of the
Company, whether accrued, absolute, contingent or otherwise, which
arose or relate to any transaction of the Company, its agents or
servants occurring prior to the statement date, which are not
disclosed by or reflected in said financial statements, except as
disclosed herein. There are no such liabilities of the Company
which have arisen or relate to any transaction of the Company, its
agents or servants, occurring since the statement date, other than
normal liabilities incurred in the normal conduct of the business
of the Company, and none of which have a material adverse effect on
the business or financial condition of the Company, except as
disclosed herein. As of the date hereof, there are no known
circumstances, conditions, happenings, events or arrangements,
contractual or otherwise, which may hereafter give rise to liabili-
ties, except in the normal course of business of the Company,
except as disclosed herein.
3.06 Taxes. All federal, state, county and local income, ad
valorem, excise, profits, franchise, occupation, property, sales,
use gross receipts and other taxes (including any interest or
penalties relating thereto) and assessments which are due and
payable have been duly reported, fully paid and discharged as
reported by the Company, and there are no unpaid taxes which are,
or could become a lien on the properties and assets of the Company,
except as provided for in the financial statements of their date,
or have been incurred in the normal course of business of the
Company since that date. All tax returns of any kind required to
be filed have been filed and the taxes paid or accrued.
3.07 Accuracy of All Statements Made by The Company. No
representation or warranty by the Company and Shareholders in this
Agreement, nor any statement, certificate, schedule or exhibit
hereto furnished or to be furnished by or on behalf of the
Shareholders pursuant to this Agreement, nor any document or
certificate delivered to Purchaser pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall
contain any untrue statement of material fact or omits or shall
omit a material fact necessary to make the statement contained
therein not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants as follows:
4.01 Organization and Authority.
The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware, with full power and authority to enter into and perform
the transactions contemplated by this Agreement, and with all
requisite corporate power and authority to own, operate and lease
its properties and to carry on its business as now being conducted,
is duly qualified and in good standing in every jurisdiction in
which the property owned, leased or operated by it, or the nature
of the business conducted by it, makes such qualification necessary
to avoid material liability or material interference in its
business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the
conduct of its business in any jurisdiction or location.
(a) The outstanding Shares of the Purchaser are legally
and validly issued, fully paid and non-assessable.
(b) The Purchaser does not own five percent (5%) or more
of the outstanding stock of any corporation, except as listed on
the Disclosure Statement.
(c) The minute book of the Purchaser made available to
the Company and Shareholders contains complete and accurate records
of all meetings and other corporate actions of the shareholders and
the Board of Directors (and any committee thereof) of the
Purchaser.
(d) The corporate records contain a list of the
officers, directors and shareholders of the Purchaser and copies of
the articles of incorporation and by-laws currently in effect of
the Purchaser.
(e) The execution and delivery of this Agreement does
not, and the consummation of the transaction contemplated hereby
will not violate any provision of the certificate/articles of
incorporation or bylaws of the Purchaser, or any provisions
thereof, or result in the acceleration of any obligation under, any
mortgage, lien, lease, agreement, instrument, court order,
arbitration award, judgment or decree to which the Purchaser is a
party, or by which it is bound, and will not violate any other
restriction of any kind or character to which it is subject.
(f) The authorized capital stock of the Purchaser is one
hundred and fifty million (150,000,000) shares of common stock,
$.001 par value, of which approximately four million seven hundred
forty thousand (4,740,000) shares of such stock will be issued and
outstanding at the time of closing (exclusive of the shares issued
pursuant to the acquisition).
The Purchaser also has authorized, but unissued, five million
(5,000,000) shares, par value $.001, preferred stock. Other than
the following, there are no other options, warrants, or rights to
equity outstanding:
1 million shares at $5.00
1 million shares at $ 10.00
1 million shares at $ 15.00
4.02 Performance of This Agreement. The execution and
performance of this Agreement and the issuance of stock contem-
plated hereby have been authorized by the board of directors of
Purchaser.
4.03 Financials.
(a) True copies of the financial statements of the
Purchaser as of December 31, 1999 have been delivered to the
Company. The statements have been examined and certified by
certified public accountants. Said financial statements are true
and correct in all material respects and present an accurate and
complete disclosure of the financial condition and earnings of the
Purchaser for the periods covered, in accordance with generally
accepted accounting principles applied on a consistent basis.
(b) All accounts receivable, if any, (net of reserves
for doubtful accounts) of the Purchaser shown on financial
statement, and as incurred in the normal course of business since
that date, are collectible in the normal course of business.
(c) The Purchaser has good and marketable title to all
of its assets, business and properties including, without
limitation, all such properties reflected in the aforementioned
balance sheet, except as disposed of in the normal course of
business, free and clear of any mortgage, lien, pledge, charge,
claim or encumbrance, except as shown on said balance sheet, and,
in the case of real properties, except for rights-of-way and
easements which do not adversely affect the use of such property.
4.04 Changes Since Audit Date. Since the date of the
financial statements, except as disclosed in writing, there has not
been any material change in the financial position or assets of the
Purchaser.
4.05 Accuracy of All Statements Made by Purchaser. No
representation or warranty by the Purchaser in this Agreement, nor
any statement, certificate, schedule or exhibit hereto furnished or
to be furnished by the Purchaser pursuant to this Agreement, nor
any document or certificate delivered to the Company or the
Shareholders pursuant to this Agreement or in connection with
actions contemplated hereby, contains or shall contain any untrue
statement of material fact or omits or shall omit a material fact
necessary to make the statement contained therein not misleading.
4.06 Legality of Shares to be Issued. The shares of common
stock of Purchaser to be delivered pursuant to this Agreement, when
so delivered, will have been duly and validly authorized and issued
by Purchaser and will be fully paid and non-assessable.
4.07 No Covenant as to Tax Consequences. It is expressly
understood and agreed that neither Purchaser nor its officers or
agents has made any warranty or agreement, expressed or implied, as
to the tax consequences of the transactions contemplated by this
Agreement or the tax consequences of any action pursuant to or
growing out of this Agreement.
4.08 Securities Matters. The Purchaser is not aware of any
formal or informal investigation of the Purchaser or its securities
by any governmental or non-governmental regulatory agency.
ARTICLE V
COVENANTS OF SHAREHOLDERS
5.01 Access to Information. Purchaser and its authorized
representatives shall have full access during normal business hours
to all properties, books, records, contracts and documents of the
Company, and the Company shall furnish or cause to be furnished to
Purchaser and its authorized representative all information with
respect to its affairs and business of the Company as Purchaser may
reasonably request.
5.02 Actions Prior to Closing. From and after the date of
this Agreement and until the closing date, the Company shall not
materially alter its business.
5.03 Limitation of Subsequent Corporate Actions. It is
expressly understood and agreed that the Company, the Shareholders,
and their affiliates, will take all steps necessary to ensure that
for a period of eighteen months:
A) there shall be no reverse split of the Company's
common stock;
B) that the assets of the Company shall remain in the
Company as part of its business operations;
C) that the Company will not issue shares for any
consideration less than $3 per share. Not withstanding the
foregoing, the Company shall be permitted to issue shares in order
to acquire assets, attract and retain key employees and create
strategic alliances on terms which the Board of Directors of the
Company shall deem to be in the best interests of the Company.
ARTICLE VI
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Each and every obligation of Purchaser to be performed on the
closing date shall be subject to the satisfaction of the Purchaser
of the following conditions:
6.01 Truth of Representations and Warranties. The represen-
tations and warranties made by the Company and Shareholders in this
Agreement or given on its behalf hereunder shall be substantially
accurate in all material respects on and as of the closing date
with the same effect as though such representations and warranties
had been made or given on and as of the closing date.
6.02 Compliance with Covenants. Shareholders shall have
performed and complied with all obligations under this Agreement
which are to be performed or complied with by them prior to or on
the closing date, including the delivery of the closing documents
specified hereafter.
6.03 Absence of Suit. No action, suit or proceedings before
any court or any governmental or regulatory authority shall have
been commenced or threatened and, no investigation by any
governmental or regulatory authority shall have been commenced,
against the Shareholders, the Company or any of the affiliates,
associates, officers or directors of any of them, seeking to
restrain, prevent or change the transactions contemplated hereby,
or questioning the validity or legality of any such transactions,
or seeking damages in connection with any of such transactions.
6.04 Receipt of Approvals, Etc. All approvals, consents
and/or waivers that are necessary to effect the transactions
contemplated hereby shall have been received.
6.05 No Material Adverse Change. As of the closing date there
shall not have occurred any material adverse change which
materially impairs the ability of the Company to conduct its
business or the earning power thereof on the same basis as in the
past.
6.06 Accuracy of Financial Statement. Purchaser and its
representatives shall be satisfied as to the accuracy of all
balance sheets, statements of income and other financial statements
of the Company furnished to Purchaser herewith.
6.07 Proceedings and Instruments Satisfactory; Certificates.
All proceedings, corporate or otherwise, to be taken in connection
with the transactions contemplated by this Agreement shall have
occurred and all appropriate documents incident thereto as
Purchaser may request shall have been delivered to Purchaser. The
Company and the Shareholders shall have delivered certificates in
such detail as Purchaser may request as to compliance with the
conditions set forth in this Article.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS
OF THE COMPANY AND SHAREHOLDERS
Each and every obligation of the Company and Shareholders to
be performed on the closing date shall be subject to the
satisfaction prior thereto of the following conditions:
7.01 Truth of Representations and Warranties. The represen-
tations and warranties of Purchaser contained in this Agreement
shall be true at and as of the closing date as though such
representations and warranties were made at and as of the transfer
date.
7.02 Purchaser's Compliance with Covenants. Purchaser shall
have performed and complied with its obligations under this
Agreement which are to be performed or complied with by it prior to
or on the closing date.
7.03 Absence of Suit. No action, suit or proceedings before
any court or any governmental or regulatory authority shall have
been commenced or threatened and, no investigation by any
governmental or regulatory authority shall have been commenced
against Purchaser, or any of the affiliates, associates, officers
or directors of the Purchaser seeking to restrain, prevent or
change the transactions contemplated hereby, or questioning the
validity or legality of any such transactions, or seeking damages
in connection with any of such transactions.
7.04 Receipt of Approvals, Etc. All approvals, consents
and/or waivers that are necessary to effect the transactions
contemplated hereby shall have been received.
7.05 No Material Adverse Change. As of the closing date there
shall not have occurred any material adverse change which
materially impairs the ability of the Purchaser to conduct its
business or the earning power thereof on the same basis as in the
past.
7.06 Accuracy of Financial Statements. The Company and the
Shareholders shall be satisfied as to the accuracy of all balance
sheets, statements of income and other financial statements of the
Purchaser furnished to the Company herewith.
7.07 Proceedings and Instruments Satisfactory; Certificates.
All proceedings, corporate or otherwise, to be taken in connection
with the transactions contemplated by this Agreement shall have
occurred and all appropriate documents incident thereto as the
Company may request shall have been delivered to the Company. The
Purchaser shall have delivered certificates in such detail as the
Shareholders may request as to compliance with the conditions set
forth in this Article.
ARTICLE VIII
INDEMNIFICATION
The Company shall indemnify Purchaser for any loss, cost,
expense or other damage suffered by Purchaser resulting from,
arising out of, or incurred with respect to the falsity or the
breach of any representation, warranty or covenant made by the
Company herein, and any claims arising from the operations of the
Company prior to the closing date. Purchaser shall indemnify and
hold the Company and Shareholders harmless from and against any
loss, cost, expense or other damage (including, without limitation,
attorneys' fees and expenses) resulting from, arising out of, or
incurred with respect to, or alleged to result from, arise out of
or have been incurred with respect to, the falsity or the breach of
any representation, covenant, warranty or agreement made by
Purchaser herein.
ARTICLE IX
SECURITY ACT PROVISIONS
9.1 Restrictions on Disposition of Shares. Shareholders
covenant and warrant that the shares received are acquired for
their own accounts and not with the present view towards the
distribution thereof and will not dispose of such shares except (i)
pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or (ii) in any other transac-
tion which, in the opinion of counsel, acceptable to Purchaser, is
exempt from registration under the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. In order to effectuate the
covenants of this sub-section, an appropriate endorsement will be
placed upon each of the certificates of common stock of the
Purchaser at the time of distribution of such shares pursuant to
this Agreement, and stop transfer instructions shall be placed with
the transfer agent for the securities.
9.02 Notice of Limitation Upon Disposition. Each Share-
holder is aware that the shares distributed pursuant to this
Agreement will not have been registered pursuant to the Securities
Act of 1933, as amended; and, therefore, under current
interpretations and applicable rules, the shareholder will probably
have to retain such shares for a period of at least one year and at
the expiration of such one year period sales may be confined to
brokerage transactions of limited amounts requiring certain
notification filings with the Securities and Exchange Commission
and such disposition may be available only if the Purchaser is
current in its filings with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, or other public
disclosure requirements, and the other limitations imposed thereby
on the disposition of shares of the Purchaser. Additionally,
"affiliates" owning shares will be subject to additional
restrictions limiting sales.
9.03 Limited Public Market for Common Shares. Each
Shareholder acknowledges that the common shares being issued
pursuant to this agreement currently has a limited public market in
which the shares may be liquidated and there is no assurance that
such public market will grow or develop.
ARTICLE X
CLOSING
10.01 Time. The closing of this transaction ("closing")
shall be effective 11th day of May, 2000. Such date is referred to
in this agreement as the "closing date." Provided, however, that
additional documents necessary to complete the transaction may be
executed and provided subsequent to the closing date.
10.02 Documents To Be Delivered by Shareholders. At the
closing Shareholders shall deliver to Purchaser the following
documents:
(a) Certificates or assignments for all Shares of
ownership of the Company in the manner and form required by sub-
section 1.01 hereof.
(b) A certificate signed by the Management of the
Company that the representations and warranties made by the Company
in this Agreement are true and correct on and as of the closing
date with the same effect as though such representations and
warranties had been made on or given on and as of the closing date
and that Shareholders have performed and complied with all of their
obligations under this Agreement which are to be performed or
complied with by or prior to or on the closing date.
(c) A copy of the Bylaws of the Company certified by its
secretary and a copy of the Articles of Incorporation of the
Company certified by the secretary of state.
(d) Certificates or letters from Shareholders evidencing
the taking of the shares in accordance with the provisions of this
agreement and their understanding of the restrictions thereunder.
(e) Such other documents of transfer, certificates of
authority and other documents as Purchaser may reasonably request.
10.03 Documents To Be Delivered by Purchaser. At the
closing Purchaser shall deliver to Shareholders the following
documents:
(a) Certificates for the number of shares of common
stock of Purchaser as determined in Article 1 hereof.
(b) A certified copy of the duly adopted resolutions of
the Board of Directors of Purchaser authorizing or ratifying the
execution and performance of this Agreement and authorizing or
ratifying the acts of its officers and employees in carrying out
the terms and provisions thereof.
ARTICLE XI
TERMINATION AND ABANDONMENT
This Agreement may be terminated and the transaction provided
for by this Agreement may be abandoned without liability on the
part of any part to any other, at any time before the closing date,
or on a post closing basis as provided previously herein:
(a) By mutual consent of Purchaser, the Company and the
Shareholders;
(b) By Purchaser if any of the conditions provided for
in Article 6 of this Agreement have not been met and have not been
waived in writing by Purchaser.
(c) By the Company if any of the conditions provided for
in Article 7 of this Agreement have not been met and have not been
waived in writing by the Company.
In the event of termination and abandonment by any party as
above provided in this Article, written notice shall forthwith be
given to the other party, and each party shall pay its own expenses
incident to preparation for the consummation of this Agreement and
the transactions contemplated hereunder.
ARTICLE XII
MISCELLANEOUS
12.01 Notices. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given,
if delivered by hand or mailed, certified or registered mail with
postage prepaid:
(a) If to The Company or its Shareholders, to Scott
Hosking, President, Virtual Market Solutions.com, Inc. at 1187
South 1480 West, Orem, UT 84058, or to such other person and place
as the Company and its Shareholders shall furnish to Purchaser in
writing, with a copy to Dwight B. Williams.
(b) If to Purchaser, to Nathan W. Drage, Esq. at 6975
South Union Park Center, Suite 600, Midvale, Utah 84047, or to such
other person and place as Purchaser shall furnish to Company in
writing.
12.02 Announcements. Announcements concerning the
transactions provided for in this Agreement by either the Company
or Purchaser shall be subject to the approval of the other in all
essential respects, except that the approval of the Company shall
not be required as to any statements and other information which
Purchaser may submit to its shareholders.
12.03 Default. Should any party to this Agreement default
in any of the covenants, conditions, or promises contained herein,
the defaulting party shall pay all costs and expenses, including a
reasonable attorney's fee, which may arise or accrue from enforcing
this Agreement, or in pursuing any remedy provided hereunder or by
the statutes of the State of Utah, United States of America.
12.04 Assignment. This Agreement may not be assigned in
whole or in part by the parties hereto without the prior written
consent of the other party or parties, which consent shall not be
unreasonably withheld.
12.05 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto,
their successors and assigns.
12.06 Holidays. If any obligation or act required to be
performed hereunder shall fall due on a Saturday, Sunday or other
day which is a legal holiday established by the State of Utah, such
obligation or act may be performed on the next succeeding business
day with the same effect as if it had been performed upon the day
appointed.
12.07 Computation of Time. The time in which any
obligation or act provided by this Agreement is to be performed is
computed by excluding the first day and including the last, unless
the last day is a holiday, in which event such day shall also be
excluded.
12.08 Governing Law and Venue. This Agreement shall be
governed by and interpreted pursuant to the laws of the Sate of
Utah. Any action to enforce the provisions of this Agreement shall
be brought in a court of competent jurisdiction within the State of
Utah and in no other place.
12.09 Partial Invalidity. If any term, covenant,
condition or provision of this Agreement or the application thereof
to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement or application of
such term or provision to persons or circumstances other than those
as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition or provision of
this Agreement shall be valid and shall be enforceable to the
fullest extent permitted by law.
12.10 No Other Agreements. This Agreement constitutes the
entire Agreement between the parties and there are and will be no
oral representations which will be binding upon any of the parties
hereto.
12.11 Rights are Cumulative. The rights and remedies
granted hereunder shall be in addition to and cumulative of any
other rights or remedies provided under the laws of the State of
Utah.
12.12 Waiver. No delay or failure in the exercise of any
power or right shall operate as a waiver thereof or as an
acquiescence in default. No single or partial exercise of any
power or right hereunder shall preclude any other or further
exercise thereof or the exercise of any other power or right.
12.13 Survival of Covenants, Etc. All covenants,
representations, and warranties made herein to any parties or in
any statement or document delivered to any party hereto, shall
survive the making of this Agreement and shall remain in full force
and effect until the obligations of such party hereunder have been
fully satisfied.
12.14 Further Action. The parties hereto agree to execute
and deliver such additional documents and to take such other and
further action as may be required to carry out fully the transac-
tion(s) contemplated herein.
12.15 Amendment. This Agreement or any provision hereof
may not be changed, waived, terminated or discharged except by
means of a written supplemental instrument signed by the party or
parties against whom enforcement of the change, waiver,
termination, or discharge is sought.
12.16 Headings. The descriptive headings of the various
Sections or parts of this Agreement are for convenience only and
shall not affect the meaning or construction of any of the
provisions hereof.
12.17 Counterparts. This agreement may be executed in two
or more partially or fully executed counterparts, each of which
shall be deemed an original and shall bind the signatory, but all
of which together shall constitute but one and the same instrument,
provided that Purchaser shall have no obligations hereunder until
all Shareholders have become signatories hereto.
IN WITNESS WHEREOF, the parties hereto executed the foregoing
Acquisition Agreement effective the 8th day of June, 2000.
LIFE MEDICAL TECHNOLOGIES, INC.
By:
___________________________________
President
Company: VIRTUAL MARKET SOLUTIONS.COM, INC.
By:
Scott Hosking, President
SHAREHOLDERS:
____________________________ ________________________
____________________________ ________________________
SCHEDULE A
List of those persons to sell shares of Virtual Market
Solutions.com, Inc. pursuant to the Acquisition Agreement.
Name Shares To Be Purchased
Scott Hosking 6,412,500
Dwight B. Williams 337,500
Total 6,750,000
SCHEDULE B
List of those persons to receive shares of Life Medical
Technologies, Inc. pursuant to the Acquisition Agreement.
Name Shares To Be Issued
Scott Hosking 8,787,500
Dwight B. Williams 462,500
Total 9,250,000
CERTIFICATE OF SHAREHOLDERS
OF
VIRTUAL MARKET SOLUTIONS.COM, INC.
Each of the undersigned shareholders (the "Shareholders") of
Virtual Market Solutions.com, Inc., a Nevada corporation (the
"Company") represents that they have performed all of the obliga-
tions to be preformed by them on or before the Closing under the
Acquisition Agreement by and among Life Medical Technologies, Inc.
a Nevada corporation, the Company and Shareholders and that they
have clear and unencumbered title and ownership to the shares of
the Company.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands
effective the 8th day of June, 2000.
____________________________
____________________________ ____________________________
CERTIFICATE
OF
VIRTUAL MARKET SOLUTIONS.COM, INC.
The undersigned, Scott Hosking, hereby certifies that he is
the CEO of Virtual Market Solutions.com, Inc. (the "Company"), and
further certifies as follows:
1. That the representations and warranties of the Company
contained in the Acquisition Agreement (the "Agreement") by and
among Life Medical Technologies, Inc., the Company and the
Shareholders of the Company, are true and correct at and as of the
date hereof.
2. The obligations and covenants of the Company to be
performed and observed on or before the Closing as defined in the
Agreement, have been duly performed and observed.
3. Except as otherwise disclosed in the Agreement, there has
not occurred since the date thereof any adverse change in the
business, condition (financial or otherwise), assets or liabilities
of the Company or any event or condition of any character adversely
affecting the Company.
IN WITNESS WHEREOF, the undersigned have signed effective the
8th day of June, 2000.
VIRTUAL MARKET SOLUTIONS.COM, INC.
By:
Scott Hosking, CEO
By:
Secretary
CERTIFICATE
OF
LIFE MEDICAL TECHNOLOGIES, INC.
The undersigned, hereby certifies that he is the President and
Secretary, of Life Medical Technologies, Inc., Delaware Corporation
("the Purchaser"), and further certify as follows:
1. That the representations and warranties of the Purchaser
contained in the Acquisition Agreement (the "Agreement"), by and
among the Purchaser, Virtual Market Solutions.com, Inc. a Nevada
corporation, and the Shareholders of Virtual Market Solutions.com,
Inc. are true and correct at and as of the date hereof.
2. The obligations and covenants of the Purchaser to be
performed and observed on or before the Closing as defined in the
Agreement, have been duly performed and observed.
3. Except as otherwise disclosed in the Agreement, there has
not occurred since the date thereof, any adverse change in the
business, condition (financial or otherwise), assets or liabilities
of the Purchaser or any event or condition of any character
adversely affecting the Purchaser.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands effective the 8th day of June, 2000.
LIFE MEDICAL TECHNOLOGIES, INC.
By:
President
