UNITED STATES
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 Report (Date of earliest event reported): November 1, 2005
BIO-SOLUTIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-25126-D 85-0368333
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
|
1281 SW 28th Avenue, Boynton Beach, FL, 33426
(Address of principal executive offices) (zip code)
(561) 436-7064
(Registrant's telephone number, including area code)
Copies to:
Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2005, Bio-Solutions International, Inc. ("Bio-Solutions" or
the "Company") entered into an Agreement and Plan of Merger (the "Agreement")
with OmniMed Acquisition Corp., (the "Acquirer), a Nevada corporation and a
wholly owned subsidiary of the Company, OmniMed International, Inc., a Nevada
corporation ("OmniMed"), and the shareholders of OmniMed (the "OmniMed
Shareholders"). Pursuant to the Agreement, the Company acquired all of the
outstanding equity stock of OmniMed from the OmniMed Shareholders. As
consideration for the acquisition of OmniMed, the Company agreed to issue
9,894,900 shares of the Company's common stock to the OmniMed Shareholders.
These issuances are deemed to be exempt under rule 506 of Regulation D and
Section 4(2) of the Securities Act of 1933, as amended since, among other
things, the transaction did not involve a public offering, the investors were
accredited investors and/or qualified institutional buyers, the investors had
access to information about the company and their investment, the investors took
the securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.
Item 2.01 Completion of Acquisition or Disposition of Assets
DESCRIPTION OF BIO-SOLUTIONS' BUSINESS
Organizational History
Bio-Solutions International, Inc. was originally incorporated under the name Septima Enterprises, Inc. ("Septima") on September 12, 1988 under the laws of the State of Colorado for the purpose of acquiring interests in other business entities and commercial technologies. Due to the unsuccessful nature of its initial operations, Septima ceased all operations in February 1998. In September 1998, creditors of Septima were successful in obtaining a judgment against Septima for unpaid debts. In October 1998, Septima was subject to a Judicial Sale whereby all assets of Septima were sold in satisfaction of the September 1998 judgment. Accordingly, the aggregate adjusted balance of open trade payables, as of December 31, 2000, of approximately $134,000 was the only remaining identifiable liability of Septima.
During the first quarter of Fiscal 2001, Septima's legal counsel began to negotiate the settlement of the outstanding trade accounts payable. As a result of these efforts, Septima was able to negotiate settlements during the second quarter of Fiscal 2001, using cash, Septima's restricted and unregistered common stock and combinations thereof, to satisfy approximately $122,700 of open trade payables Additionally, unaffiliated third parties have agreed to assume the remaining approximately $11,000 of trade payables owed to unlocated vendors.
On January 22, 2001, Septima held a Special Meeting of the Shareholders at which the following items were approved: 1) a 1 for 100 reverse split of the Company's issued and outstanding common stock as of February 5, 2001; 2) the reincorporation to the State of Nevada thereby changing the corporate domicile from Colorado to Nevada; and 3) a change the par value of the common shares from no par value to $0.0001 per share.
Following the Special Meeting of the Shareholders, Septima changed its state of incorporation from Colorado to Nevada by means of a merger with and into a Nevada corporation formed on January 26, 2001 solely for the purpose of effecting the reincorporation. The Certificate of Incorporation and Bylaws of the Nevada corporation are the Certificate of Incorporation and Bylaws of the surviving corporation. Such Certificate of Incorporation changed Septima's name to Bio-Solutions International, Inc. and modified Septima's capital structure to allow for the issuance of 100,000,000 total equity shares consisting of no shares of preferred stock and 100,000,000 shares of common stock, with a par value of $0.0001 per share. Overview of Business
Bio-Solutions has sold and spun-off its two operating subsidiaries and currently has no operations.
Sale of Manufacturing Division
In March 2004, the Company sold certain of its assets associated with the manufacturing portion of its business to Bio Solutions Manufacturing, Inc., a Nevada corporation ("BSMI"). As a part of such agreement, BSMI agreed to assume certain liabilities totaling $309,709.60 to be paid within six (6) months of closing, with no less than $25,000 being paid each month until all the liabilities are satisfied. BSMI issued 2,000,000 shares of the restricted common stock of Single Source Financial Services, Inc., paid the Company $250,000.00 cash and agreed to make payments in the amount of $25,000.00 per month for a period of four (4) months as payment for the assets.
Also in March 2004, BSMI entered into a marketing/manufacturing agreement with Bio-Solutions Franchise Corp. ("BSFC"). As a part of the agreement, BSMI will manufacture, test, research and develop environmental products for BSFC to market and sell. The term of the agreement is for a period of ten (10) years.
The Company recorded a gain on disposed of operations in the amount of $330,375, net of income tax effects.
Spin Off of Franchise Division
Effective as of June 30, 2004, Bio-Solutions International, Inc. has spun-out its formerly wholly-owned subsidiary, Bio-Solutions Franchise Corp. ("Franchise"), to all of its stockholders of record as of July 20, 2004. The spin-out was effectuated through a pro-rata distribution of 100% of the capital stock of Franchise to the existing stockholders of the Company. The shares of Franchise that were distributed are "restricted" securities and cannot be resold without registration under the Securities Act of 1933, as amended, unless an exemption from registration is available. Neither Franchise nor any class of its capital stock is registered under the Securities Exchange Act of 1934, as amended. There is no public market for the shares of capital stock of Franchise, nor is there expected to be one in the foreseeable future.
The Company recorded a loss on disposed of operations in the amount of $324,690, net of income tax effects.
On July 20, 2004, the Company filed a Schedule 14C approving by shareholder consent a reverse split of the common stock of 1 for 500, the increase of authorized preferred stock and approved a restatement of the authorized shares after the reverse split of 110,000,000, of which 10,000,000 is preferred and 100,000,000 is common, and approved the spinout of BSFC to existing shareholders, all of which actions have been taken. As a condition of new funding and to better position the Company for a merger or acquisition, a majority of shareholders consented to and the Board of Directors has approved an additional 1 for 10 reverse split of all outstanding shares, the timing of such reverse to be in the discretion of the Board of Directors but to occur on or before June 30, 2005.
DESCRIPTION OF OMNIMED'S BUSINESS
Organizational History
OmniMed was incorporated in the State of Nevada under the name Mednet International, Inc. on July 16, 1997. On October 17, 2003, Mednet International changed its name to OmniMed International, Inc.
Overview of Business
OmniMed is developing a system for gathering, digitizing, storing and distributing information for the healthcare field.
OmniMed's goal is to revolutionize the medical industry by bringing digital technology to the business of medicine. OmniMed intends to accomplish its objective by providing individuals with a simple and secure way to access their lifetime of actual medical records in an efficient and cost-effective manner. OmniMed's products and services are designed to provide Healthcare providers with the ability to reference their patient's actual past medical records, thereby ensuring the most accurate treatment and services possible while simultaneously reducing redundant procedures.
OmniMed is creating a system for gathering and digitizing medical records so that individuals can have a comprehensive record of all of their medical visits. OmniMed's primary product is the MedeFile system, a highly secure system for gathering and maintaining medical records. The MedeFile system is designed to gather all of its members' medical records and create a single, comprehensive medical record that is accessible 24 hours a day, seven days a week.
Industry Overview
Since the beginning of modern medicine, information about a patient's history, testing, treatment and care have been key ingredients in the provision of quality healthcare. Medical record information takes many forms, such as the patient's diagnosis, treatments, surgeries, medications, allergies, x-rays, and test results. The usage of medical record information has dramatically increased over the past 2 decades due to factors such as the complex reimbursement structure in the United States healthcare system, an ever more litigious society, and increased patient awareness.
Every patient visit generates a medical record. Today this information is typically contained in a paper-based patient medical record. A patient's medical records are usually stored in physicians' offices as well as other healthcare facilities the patient has visited. A record that tracks a patient's medical treatment over time is called a "longitudinal record".
In today's healthcare environment, access to hospital-based medical records by patients and other authorized parties (e.g., insurance companies, attorneys, etc.) is controlled by Release of Information (ROI) policies and procedures. ROI processes are based on the premise that patients have a right to access their medical records and that they must specifically designate any other party to whom their medical information can be released. ROI policies and procedures are based on the following laws and policies: the federal Health Insurance Portability and Accountability Act (HIPPA), various state laws, and the policies and professional practice guidelines set forth by the American Health Information Management Association (AHIMA).
Congress passed the Health Insurance Portability & Accountability Act (HIPAA) in 1996. The purpose of HIPAA is to prevent fraud in the health care industry and to protect confidential patient information. HIPPA standardizes and provides enforcement mechanisms for ROI rules and guidelines to protect personal healthcare information. HIPAA effects entities involved with electronic health care information--including health care providers, health plans, employers, public health authorities, life insurers, clearinghouses, billing agencies, information systems vendors, service organizations, universities, and even single-physician offices. The final version of the HIPAA Privacy regulations was issued in December 2000, and went into effect on April 14, 2001. A two-year "grace" period was included; enforcement of the HIPAA Privacy Rules began on April 14, 2003.
Overview of Products and Services
MedeFile
MedeFile is a Business to Business and a Business to Consumer subscription service. MedeFile is designed to create a "cradle to grave" longitudinal record for each of its members by retrieving and consolidating copies of their medical records. When the records are received, the MedeFile system consolidates them into a single medically correct format. The records are then stored in OmniMed's MedeVault, a secure repository that can be accessed by MedeFile members 24 hours a day, 7 days a week. Because of the unique security procedures incorporated into the MedeFile system through Securo Med, the member is the only person able to access or give permission to access their records.
A complete MedeFile file is comprised of copies of the member's actual medical records as well as a Digital Health Profile (DHP), which is an overview of the patient's and his family's medical history. In addition, every MedeFile member receives a MedeDrive, an external USB drive which stores all of a patient's Emergency Medical Information as well as a copy of the member's MedeFile.
MedeFile's Emergency Medical Information (EMI) Card
Upon becoming a MedeFile member each individual will receive a Membership / Emergency Medical Information (EMI) Card which contains instructions on how to contact MedeFile in order to retrieve the member's medical records.
The Digital Health Profile (DHP)
A part of a member's MedeFile is their Digital Health Profile (DHP). This form is completed by the patient in order to provide a summary of the patient's healthcare history which assists healthcare providers in understanding the patient's course of medical treatment. This document, along with Advanced Directives and medical record copies, complete the documents contained in the patient's MedeFile.
MedeDrive
The MedeDrive is an external USB drive which stores all of a patient's Emergency Medical Information and their MedeFile which can be viewed on a personal computer. MedeDrive self loads its own viewer, so no special program or software is required. The MedeDrive easily plugs into any PC USB port on most Windows-based computers built in the last four years. (Macintosh version is currently unavailable). The MedeDrive USB key can be updated easily and as frequently as the member desires at no additional cost.
MedeVault
The MedeVault is designed to serve as an electronic data and document repository that incorporates state-of-the-art security features in order to prevent unauthorized access to a patient's records. Access to the MedeVault is provided through an encrypted connection to a web service run by OmniMed. This connection is provided by Secure Sockets Layer (SSL) technology.
OmniMed Clinical Information Systems (CIS)
OmniMed CIS is a Business-to-Business professional consulting service that is designed to generate revenue from two primary sources: consulting engagements and product commissions.
OmniMed CIS intends to offer a full range of HIPPA assessment and compliance services. OmniMed CIS' goal is to facilitate the transition to HIPAA compliance. In addition, OmniMed CIS intends to offer services that will enable medical facilities to transition from paper-based medical records to electronic medical records. OmniMed CIS plans to digitize medical facility offices and offer software to keep the records up-to-date, index the records, and make them queryable based on each facility's specific needs.
OmniMed consulting engagements are generally fixed-price and fixed scope projects that also generate occasional time-and-materials income from ongoing support and training activities related to its services. In addition, OmniMed CIS intends to resell technology from various vendors as needed and may incur commission revenue and revenue from the markup of these products.
OmniMed CIS will offer several services, including the evaluation of the record keeping, security, and back office practices. After evaluation is complete, OmniMed CIS staff will move forward to implement their own remediation plans for the client. One aspect of these plans may include OmniScan, a component of CIS, which would produce additional revenue by scanning existing paper-based medical records and converting them to a secure, more efficient digital format. Furthermore, other revenue streams may be created based on the licensing of the OmniViewer for the digitized records as well as the scanning software for those facilities wishing to implement a "go-forward" scanning system. Finally, the clients may be charged a contractual support fee for ongoing technical support and updates, which may be assessed on an annual basis.
OmniScan
OmniMed's OmniScan service is designed to enable medical facilities to convert their paper based medical records into a digital format. OmniMed CIS intends to license the software which allows for electronic records to be viewed at various facility locations. In addition, the OmniScan service is designed to provide the following advantages: high quality images, high-speed conversion, record keeping in a single location, simultaneous use of files, and simplified release of information.
SecurMed
Securo Med is designed to serve as an authentication process that protects against any information being viewed by unauthorized persons.
Members
As of September 30, 2005, MedeFile had approximately 40 members.
Sales and Marketing
OmniMed intends to employ the following marketing strategies in order to generate awareness of OmniMed's products and services: direct sales, direct mail, a public relations campaign, speaking engagements by OmniMed's executive officers, participation in trade shows, and alliances and partnerships with third parties.
OmniMed's marketing strategy will target the following types of organizations:
Health Maintenance Organizations, Preferred Provider Organizations, managed care
organizations, insurance companies, large groups of individuals such as AARP,
large and medium sized corporations, nursing homes, and internet users.
In particular, the MedeFile service is designed to be sold in several distinct ways:
o MedeFile Website - through normal e-commerce mechanisms, patients may enroll in the service directly from the MedeFile website. Membership may be purchased on an annual basis and may be paid all at once, or over time at the patient's discretion.
o Physician Referrals - Patients may enroll based on a doctor's referral. In the event that these physicians are also OmniMed CIS customers, they may easily transfer their patients' information into the MedeFile system.
o Large group offerings (e.g., AARP, trade unions) - Large, membership-driven organizations may offer the MedeFile system to their members at a discounted rate, which may be negotiated with OmniMed based on the size of the expected enrollment. An additional promotional advantage may be derived from the use of MedeFile through the website of the client organization. Hence, MedeFile functionality may be accessed using each organization's site.
o Insurance companies - Similar to large group offerings identified above, insurance companies will be able to offer the MedeFile service to their insured as a means to decrease the cost of medical care.
Technology
OmniMed will use and continue to update the most advanced security measures available. Data transmitted between Web browsers and Web servers over the Internet using TCP/IP is generally susceptible to unauthorized interception. To protect sensitive data, the most common method of protection is data encryption. MedeFile will use the industry standard Secure Sockets Layer (SSL), which is a mechanism to secure Internet traffic so that it cannot be intercepted. SSL utilizes digital certificates to verify the identity and integrity of a web site (such as MedeFile) and to protect the security of transactions by certifying their source and destination.
Competition
There are other companies working in the medical information technology arena such as GE Healthcare, Bio-Imaging Technologies, and Cyber Records. Some competing companies offer a USB key for medical record storage but require the customer to provide or "self-populate" the information to be stored. The information in a self-populated record is limited and is only as accurate as the individual's memory and understanding of their health condition. Other companies expect each customer to obtain their own medical records from their various healthcare providers. Some offer a CD-Rom for record storage. Usually, the CD-Rom cannot be updated with any changes to an individual's medical status or treatment. Therefore, a new CD-Rom needs to be obtained from that company in order for the individual to have the most current, accurate information regarding their health. There are companies that are solely web-based that do not provide the customer the capability to have a copy of their records. In this case, an internet connection is required to view stored documents. In addition, there are companies that do not concentrate on digitizing an individual's medical records but on converting medical facilities' records from paper to electronic format.
The advantage to being a MedeFile member is that MedeFile gathers, consolidates, organizes and securely stores each member's actual medical records on their behalf. The MedeFile membership includes a Digital Health Profile (DHP) which contains the member's general health history, emergency contacts, doctor contacts, family medical history, allergies, medications, and current conditions. A MedeFile membership also includes a MedeDrive which easily plugs into any PC USB port on most Windows-based computers built in the last four years. (Macintosh version is currently unavailable). The MedeDrive contains the member's emergency medical information which can be easily accessed by emergency care personnel, and the client's actual medical records which are stored in a secure area of the subscriber's MedeFile. The MedeDrive USB key can be updated easily and as frequently as the member desires at no additional cost.
Employees
As of October, 2005 OmniMed had a total of five employees, including four full time and one part time employees.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 8-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 8-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
1. Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;
2. Our ability to generate customer demand for our services;
3. The intensity of competition; and
4. General economic conditions.
All written and oral forward-looking statements made in connection with this Form 8-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.
OmniMed Results of Operations
OmniMed Results of Operations for the Six Months ended June 30, 2005 compared to the Six Months ended June 30, 2004.
Revenues
The Company is a development stage company and has not generated any revenues during the period from inception to June 30, 2005.
Depreciation Expenses
Depreciation is provided by the straight-line method over the estimated useful life of the related assets utilizing a half-year convention in the year acquired. Depreciation expenses were $12,397 for the six month period ended June 30, 2005 as compared to $7,856 for the period ended June 30, 2004. Our property and equipment consist of: Computer equipment valued at $136,933 at June 30, 2005 as compared to $84,287 at June 30, 2004; office furniture valued at $12,928 at June 30, 2005 as compared to $11,230 at June 30, 2004 and; office equipment valued at $2,529 at June 30, 2005, as compared to zero at June 30, 2004. In total, our property and equipment as of June 30, 2005 was valued at $154,880, as compared to $95,517 at June 30, 2004.
Total Expenses
Total expenses for the period ended June 30, 2005 were $263,678, as compared to $159,517 for the period ended June 30, 2004. This increase is due primarily to contracted marketing services and professional fees.
Net Income (Loss)
Net loss for the six month period ended June 30, 2005 was $(263,431), as compared to a net loss of $(146,416) for the six month period ended June 30, 2004. This increase resulted primarily from increases in operating expenses as noted above.
Interest Expense and Interest Income
Interest expense for the six month period ended June 30, 2005 was $2,189, as compared to interest expense of $0 for the six month period ended June 30, 2004. This change resulted primarily from advances from stockholder being treated as an interest bearing loan.
Liquidity and Capital Resources
As of June 30, 2005 we had cash and cash equivalents of $82,577, as compared to $53,483 as of June 30, 2004. Our current liabilities as of June 30, 2005 aggregated $21,223, compared to $4,507 as of June 30, 2004. Additionally, we had a shareholder's deficiency in the amount of $56,708 at June 30, 2005 as compared to $366,993 at June 30, 2004. The change in shareholders equity is the result of net losses for the period.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements as of June 30, 2005 or as of the date of this report.
OmniMed Results of Operations for the Year ended December 31, 2004 compared to year ended December 31, 2003.
Revenues
OmniMed is a development stage company and has not generated any revenues during the period from inception to December 31, 2004.
Depreciation Expenses
Depreciation is provided by the straight-line method over the estimated useful life of the related assets utilizing a half-year convention in the year acquired. Depreciation expenses were $18,405 for the year ended December 31, 2004 as compared to $16,577 for the year ended December 31, 2003.
Our property and equipment consist of: Computer equipment valued at $107,487 at December 31, 2004 as compared to $4,287 at December 31, 2003; office furniture valued at $12,928 at December 31, 2004 as compared to $9,301 at December 31, 2003 and; office equipment valued at $2,529 at December 31, 2004, as compared to zero at December 31, 2003. In total, our property and equipment as of December 31, 2004 was valued at $122,944, as compared to $93,588 at December 31, 2003..
Total Expenses
Total expenses for the year ended December 31, 2004 increased to $320,719 from $163,310 for the year ended December 31, 2003. This increase in total expenses is due to increases in executive compensation, technology development costs, depreciation and amortization of fixed and intangible assets and increases in telephone and internet costs.
Net Income (Loss)
Net loss for the year ended December 31, 2004 was $400,310, as compared to a net loss of $163,310 for the year ended December 31, 2003. This increase resulted primarily from increases in operating expenses and loss on sale of securities.
Liquidity and Capital Resources
As of December 31, 2004 we had cash of $5,971, as compared with cash of $2,719 as of December 31, 2003. Our current liabilities as of December 31, 2004 aggregated $6,213, as compared with $2,500 as of December 31, 2003. Additionally, we had shareholder's equity in the amount of $200,431 at December 31, 2004 as compared to $489,355 at December 31, 2003. The decrease in shareholders equity is the result of losses incurred for the period.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements as of December 31, 2004 or as of the date of this report.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amounts of trade accounts receivable, impairment of long-lived assets, revenue recognition and deferred tax assets.
Income taxes are accounted for under the asset and liability method. Under this method, to the extent that we believe that the deferred tax asset is not likely to be recovered, a valuation allowance is provided. In making this determination, we consider estimated future taxable income and taxable timing differences expected to reverse in the future. Actual results may differ from those estimates.
Recently Issued Accounting Pronouncements
In December 2004 the FASB issued revised SFAS No. 123R, "Share-Based Payment".
SFAS No. 123R sets accounting requirements for "share-based" compensation to
employees and requires companies to recognize in the income statement the
grant-date fair value of stock options and other equity-based compensation. SFAS
No. 123R is effective in interim or annual periods beginning after June 15,
2005. The Company will be required to adopt SFAS No. 123R in its third quarter
of fiscal 2005 and currently discloses the effect on net (loss) income and
(loss) earnings per share of the fair value recognition provisions of SFAS No.
123, "Accounting for Stock-Based Compensation". The Company is currently
evaluating the impact of the adoption of SFAS 123R on its financial position and
results of operations, including the valuation methods and support for the
assumptions that underlie the valuation of the awards.
Bio-Solutions Results of Operations
Bio-Solutions Results of Operations For Year ended June 30, 2005 compared to year ended June 30, 2004
Revenues
The accounting for the year are as for a company divesting itself of its operations, as such, the Company recorded no revenues for the years presented.
Operating Expenses
Selling, general and administrative expenses for the year ended June 30, 2005 were $22,000 versus $29,697 for the year ended June 30, 2004. These expenses are those allocated to the parent company and include such items as the audit, transfer agent fees, and management expenses of the sole officer/employee. Net loss was $62,500 and $130,400, respectively. The primary reason for the decrease was the lack of activity.
Assets and Liabilities
Assets were $45,000 at June 30, 2005, and $0 at June 30, 2004. At June 30, 2005, assets consisted of cash. Liabilities were $603,600 and $567,900 at June 30, 2005 and 2004, respectively. At June 30, 2005 and 2004 liabilities consisted primarily of notes payable and accrued interest.
Stockholders' Deficit
Stockholders' deficit was $558,600 at June 30, 2005 and $567,900 at June 30, 2004.
Financial Condition, Liquidity and Capital Resources
At June 30, 2005 and 2004 the Company had cash and cash equivalents of $45,000 and $0. Beginning July 1, 2004, the Company is in the process of building and establishing a new business plan. As of July 1, 2004, the Company has no operations, products, services or business plan.
We are uncertain if our Company and/or our former management have any exposure with respect of Potential Violations of Federal Securities Laws in Connection with a spin-off of Shares of its former Subsidiary's Common Stock.
BSII declared a dividend to its stockholders of record on June 30, 2004, such dividend comprised all of its shares of BSFC. BSII's Board of Directors declared that 100% of the BSFC shares be issued pro-rata to BSII's common stockholders as of the record date. At the time of the spin-off BSII sent an information statement to its shareholders describing the spin-off. Although former management determined that in connection with the distribution to its shareholders registration of the shares under the Exchange Act was not necessary at the time of the spin-off because no trading market existed or was intended to be created, there are no assurances that we may not have exposure with respect to these matters which exposure could conceivably include fines, sanctions and/or penalties.
DESCRIPTION OF PROPERTY
OmniMed leases its main office which is located at 2 Ridgedale Avenue, Ste. 217, Cedar Knolls, NJ, 07927. The lease, which commenced in expires in October 2008, provides for additional rent for increases in operating expenses. Projected minimum annual rent payments under the lease are as follows:
----------- ------------- 2006 $18,673 ----------- ------------- 2007 19,912 ----------- ------------- 2008 21,149 ----------- ------------- 2009 7,222 ----------- ------------- |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of November 1, 2005 with respect to the beneficial ownership of the Company's outstanding common stock following the acquisition of OmniMed by (i) any holder of more than five (5%) percent; (ii) each of the named executive officers, directors and director nominees; and (iii) our directors, director nominees and named executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
Common Stock Percentage of
Name of Beneficial Owner (1) Beneficially Owned (2) Common Stock (2)
-------------------------------- ---------------------- ------------------
Vantage Holding Ltd.(3) 6,221,250 52.2%
Milton Hauser 3,000,000 25.2%
Eric Rosenfeld 100,000 *
David Dorrance 13,000 *
-------------------------------- ---------------------- ------------------
All officers and directors as
a group (3 persons) 3,113,000 26.1%
|
* Less than 1%
(1) Except as otherwise indicated, the address of each beneficial owner is c/o OmniMed International, Inc., 2 Ridgedale Avenue, Ste. 217, Cedar Knolls, NJ, 07927.
(2) Applicable percentage ownership is based on 11,915,594 shares of common stock outstanding as of November 1, 2005, together with securities exercisable or convertible into shares of common stock within 60 days of October24, 2005 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of November 1, 2005 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3) Lyle Hauser is the owner of The Vantage Group Ltd. and Vantage Holding Ltd. Lyle Hauser is the son of Milton Hauser.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive Officers and Directors
Below are the names and certain information regarding the Company's executive officers, directors and director nominees following the acquisition of OmniMed.
----------------------- ------- ------------------------------------------------ Name Age Position ----------------------- ------- ------------------------------------------------ Milton Hauser 62 President, Chief Executive Officer, Director ----------------------- ------- ------------------------------------------------ Eric Rosenfeld 40 Chief Technical Officer ----------------------- ------- ------------------------------------------------ David Dorrance 42 Vice President, Digital Imaging ----------------------- ------- ------------------------------------------------ |
Officers are elected annually by the Board of Directors (subject to the terms of any employment agreement), at our annual meeting, to hold such office until an officer's successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.
Background of Executive Officers and Directors
Milton Hauser, President and Chief Operating Officer. Mr. Hauser has been President and Chief Operating Officer for OmniMed International since 2001. Prior to his joining OmniMed International, his career was in the Marketing and Advertising field and included creating marketing campaigns and programs for such companies as Panasonic, Sanyo, Avon, Lederle International, and other Fortune 500 companies.
Eric Rosenfeld, Chief Technical Officer. Mr. Rosenfeld has been Chief Technical Officer since 2002. He designs and develops the technology utilized by all the divisions of the company. Before working for OmniMed, Mr. Rosenfeld owned and operated a successful consulting company that was engaged in various healthcare and pharmaceutical projects for Fortune 500 companies. Prior to that, he was a senior member of Oracle Corporation and helped establish its NY Metro consulting practice. He was a contributing author of Oracle's development tools and consulting methodologies, including its Designer and CDM products. Throughout his career, Mr. Rosenfeld has played a key role in the development and architecture of Oracle Corporation's Clinical and Pharmaceutical products and has authored clinical data management computer systems for Merck, Parke-Davis, Schering-Plough, and Johnson & Johnson/PRD. Mr. Rosenfeld was also a senior member of Sybase Inc.
David Dorrance, Vice President, Digital Imaging. Mr. Dorrance has been Vice President, Digital Imaging since February 2005.. Mr. Dorrance is a 20-year veteran of the health care industry including five years of clinical experience with McGill University Hospital. From January 2004 until 2005 Mr. Dorrance was Director of New Business Development for Salumatics. From 1998 until 2004 Mr. Dorrance was Sales Director for Lason Corporation. He has extensive knowledge of clinical information systems, patient information management software and hardware, patient monitoring systems and digital patient record systems. Mr. Dorrance successfully implemented a paperless system for a Canadian hospital (the first of its kind) by combining the conversion of all historical paper patient records and implementation of an electronic patient record system across all patient visit types.
Employment Agreements
OmniMed has employment agreements with five key employees that provide for total aggregate minimum annual salaries of $264,000. Several of the employees did not receive the minimum salary as provided for in their agreements and have waived their right to receive unpaid salary.
In February, 2004, OmniMed entered into an employment agreement with Milton Hauser. The agreement provides for Mr. Hauser to receive an annual salary of $120,000.
In October, 2004, OmniMed entered into an employment agreement with Eric Rosenfeld. The agreement provides for Mr. Rosenfeld to receive an annual salary of $60,000. The agreement also provides for Mr. Rosenfeld to receive 200,000 shares of OmniMed common stock upon execution of the agreement and an additional 200,000 shares upon completion of the one-year term of employment.
In February 2005, OmniMed entered into an employment agreement with David Dorrance. The agreement provides for Mr. Dorrance to receive 40,000 shares of OmniMed common stock upon execution of the agreement and an additional 60,000 shares vesting 2,500 shares per month for twenty-four months. The agreement also provides options to purchase an additional 50,000 shares of OmniMed common stock.
Stock Option Plan
During the year 1999, OmniMed created the 1999 Stock Option Plan to attract and retain the best qualified personnel. Under the plan, OmniMed reserved 3,300,000 shares of its common stock to be given to employees and independent contractors as additional compensation as determined by the Board of Directors. The options under the plan are intended to qualify as Incentive Stock Options under section 422 of the Internal Revenue Code. As of June 30, 2005, OmniMed has granted options to four of its employees purchase 200,000 shares of OmniMed common stock.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the total compensation that the Company has paid or that has accrued on behalf of the Company's chief executive officer and other executive officers with annual compensation exceeding $100,000 during the years ended June 30, 2005, 2004 and 2003.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
-------------------------------------------
Annual Compensation Awards Payouts
------------------------------------- ------------------------------ ------------
Other Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Award(s) Options/ LTIP Compen-
Principal Position Year Salary ($) Bonus ($) sation ($) ($) SARs (#) Payouts ($) sation ($)
------------------------- ----------- ------------- ---------- ------------ ----------------- ------------ ------------ -----------
Michael E. Bobrick 2005 0 -0- -0- -0- -0- -0- -0-
President, CEO 2004 0 -0- -0- -0- -0- -0- -0-
and Director (2) 2003 0 -0- -0- -0- -0- -0- -0-
Louis H. Elwell, III 2005 0 -0- -0- -0- -0- -0- -0-
President, CEO 2004 6,000 -0- -0- -0- -0- -0- -0-
and Director (1) 2003 60,000 -0- -0- 5,000 -0- -0- -0-
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(1) 100% of the annual compensation salary for Louis H. Elwell, III was accrued rather than paid for the years ended June 30, 2004, 2003 and 2002.
(2) Michael E. Bobrick shall resign from his positions as President, CEO, and Director upon completion of the Agreement and Plan of Merger with OmniMed.
The following table sets forth information concerning the total compensation that OmniMed has paid or that has accrued on behalf of OmniMed's chief executive officer and other executive officers with annual compensation exceeding $100,000 during the years ended December 31, 2004, 2003 and 2002.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
-------------------------------------------
Annual Compensation Awards Payouts
------------------------------------- ------------------------------ ------------
Other Securities All
Annual Restricted Underlying Other
Name and Compen- Stock Award(s) Options/ LTIP Compen-
Principal Position Year Salary ($) Bonus ($) sation ($) ($) SARs (#) Payouts ($) sation ($)
------------------------- ----------- ------------- ---------- ------------ ----------------- ------------ ------------ -----------
Milton Hauser 2004 120,000 -0- -0- -0- -0- -0- -0-
President, CEO 2003 120,000 -0- -0- -0- -0- -0- -0-
And Director 2002 120,000 -0- -0- -0- -0- -0- -0-
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
OmniMed has been able to continue operations due to the payment of company obligations by The Vantage Group Ltd., a company owned and controlled by Lyle Hauser. Lyle Hauser is the control person of Vantage Holding Ltd., the majority stockholder of the Company.
During the period July 16, 1997 (inception) to June 30, 2005, The Vantage Group Ltd., has paid OmniMed obligations in the amount of $905,318 in addition to contributing assets of $275,000 to capital and loans of $260,000.
As of June 30, 2005, OmniMed was indebted to The Vantage Group Ltd. in the amount of $323,528, including accrued interest of $2,189. The loan bears interest at the rate of seven percent per annum and has no fixed maturity date.
DESCRIPTION OF SECURITIES
Bio-Solutions' authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.0001 per share and zero shares of preferred stock. As of June 30, 2005, there were 520,694 shares of voting stock of the Company issued and outstanding.
Holders of the Company's common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company's common stock representing a majority of the voting power of the Company's capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company's outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company's articles of incorporation.
Holders of the Company's common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company's common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company's common stock..
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market for Securities
Shares of Bio-Solutions' common stock are quoted on the Over the Counter Bulletin Board ("OTCBB") under the symbol BSOU.
The high and low and close for each of the last four quarters was:
High Low Close
-----------------------------------
Quarter ended 09/30/04 $50.00 $50.00 $50.00
Quarter ended 12/31/04 $35.00 $35.00 $35.00
Quarter ended 03/31/05 $12.00 $12.00 $12.00
Quarter ended 06/30/05 $ 8.50 $ 8.50 $ 8.50
|
(The quarterly prices are adjusted to reflect the August 2004 1 for 500 and the May 2005, 1 for 10 reverse splits).
The shares quoted are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Trading in the shares is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Company's common stock and may affect the ability of shareholders to sell their shares.
As of June 30, 2005, there were approximately 981 holders of record of the Company's common stock. As of June 30, 2005, the Company had 520,694 its common stock issued and outstanding, 514,145 of which were restricted Rule 144 shares and 6,549 of which were free-trading. Of the Rule 144 shares, 0 have been held by affiliates of the Company for more than one (1) year.
Dividend Policy
The Company has never paid or declared any dividends on its common stock and does not anticipate paying cash dividends in the foreseeable future.
There are no restrictions in the Company's articles of incorporation or bylaws that prevent the Company from declaring dividends. The Nevada Revised Statutes, however, do prohibit the Company from declaring dividends where, after giving effect to the distribution of the dividend:
1. the Company would not be able to pay its debts as they become due in the usual course of business; or
2. the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
EQUITY COMPENSATION PLAN INFORMATION
The following table shows information with respect to each equity compensation plan under which OmniMed's common stock is authorized for issuance as of the fiscal year ended December 31, 2004.
------------------------------------ ------------------------ ----------------------- ---------------------------
Plan category Number of securities Weighted average Number of securities
to be issued upon exercise price of remaining available for
exercise of outstanding options, future issuance under
outstanding options, warrants and rights equity compensation plans
warrants and rights (excluding securities
reflected in column (a)
------------------------------------ ------------------------ ----------------------- ---------------------------
(a) (b) (c)
------------------------------------ ------------------------ ----------------------- ---------------------------
Equity compensation plans approved 200,000 -0- 3,100,000
by security holders
------------------------------------ ------------------------ ----------------------- ---------------------------
Equity compensation plans not -0- -0- -0-
approved by security holders
------------------------------------ ------------------------ ----------------------- ---------------------------
Total -0- -0- -0-
------------------------------------ ------------------------ ----------------------- ---------------------------
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LEGAL PROCEEDINGS
Bio-Solutions
In October 2003, Bio-Solutions of Northern Virginia, LLC and Joel H. Bernstein filed a Motion for Judgment in the Circuit Court for the City of Alexandria, Virginia alleging breach of contract, promissory estoppel, fraudulent inducement to contract, fraud and misrepresentation and violation of Virginia Retail Franchise Act. Additionally, also in October 2003, The Commonwealth of Virginia State Corporation Commission issued a Rule to Show Cause regarding the Company's failure to register the sale of a Virginia franchise to one of its residents. The hearing on the Rule to Show Cause was held in January 2004. Any and all obligations under the settlement agreement of this action have been assumed by Bio-Solutions Franchise Corp., Bio-Solutions' formerly wholly-owned subsidiary which was spun-off in 2004.
OmniMed
OmniMed is not a party to any pending legal proceeding, nor is its property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of OmniMed's business.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
On May 16, 2005 Bio-Solutions was notified that Baum & Company, PA was resigning as the Bio-Solutions' independent auditor.
Baum & Company, PA performed the audits for the two year period ended June 30, 2004, which reports for the two years ended June 30, 2004 and 2003 did not contain any adverse opinion or a disclaimer of opinion, nor was it qualified as to audit scope or accounting principles but did carry a modification as to going concern for the years ended June 30, 2004 and 2003.
During the Registrant's two most recent fiscal years and during any subsequent interim period prior to the May 16, 2005, resignation as the Company's independent auditors, there were no disagreements with Baum & Company, PA, with respect to accounting or auditing issues of the type discussed in Item 304(a)(iv) of Regulation S-B.
On May 16, 2005, the Company's board of directors approved the engagement of the firm of Lawrence Scharfman & Company, 9608 Honey Bell Circle, Boynton Beach, Florida 33437 as the Company's independent auditors. Such appointment was accepted by Lawrence Scharfman of the firm.
During the Registrant's two most recent fiscal years or any subsequent interim period prior to engaging Lawrence Scharfman & Company, the Company, or someone on the Company's behalf, had not consulted Lawrence Scharfman & Company regarding any of the accounting or auditing concerns stated in Item 304(a)(2) of Regulation S-B.
On May 16, 2005 the Company provided Baum & Company, PA with a copy of this disclosure and requested that it furnish a letter to the Company, addressed to the SEC, stating that it agreed with the statements made herein or the reasons why it disagreed.
RECENT SALES OF UNREGISTERED SECURITIES
In October 2002, Bio-Solutions issued 210,526 shares of restricted common stock to satisfy $40,000 of advances made by a stockholder. In October 2002, the Company issued 2,000,000 shares of restricted common stock to a stockholder for his services. In April 2003, the Company issued 5,000,000 shares of restricted common stock to 5 stockholders for their services.
In April 2003, Bio-Solutions issued 5,000,000 shares of restricted common stock to employees and officers of the Company for compensation valued at $25,000. For such offering, the Company relied upon the 506 Exemption.
In July 2003, Bio-Solutions issued 375,000 shares of restricted common stock to settle a business dispute. In January 2004, the Company issued 55,000 shares of restricted common stock in conjunction with the repurchase a franchise.
In July 2004, Bio-Solutions issued 40,000,000 shares of restricted common stock in exchange for the agreement of the Company's largest creditors to cease collection proceedings until December 31, 2004. These shares are also being used as collateral for those creditors.
In August 2004, Bio-Solutions completed a one for 500 reverse split of its common stock, and restated it capital stock at 110,000,000 authorized shares, of which 10,000,000 are preferred stock and 100,000,000 are common. In February 2005, the Company issued 5,000,000 shares of restricted common stock in exchange for $50,000 in cash, or $0.01 per share.
In February 2005, Bio-Solutions accepted a stock subscription in the amount of $50,000 to be used for working capital and issued 5,000,000 shares of its restricted common stock in exchange therefor.
* All of the above offerings and sales were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of Bio-Solutions or executive officers of Bio-Solutions, and transfer was restricted by Bio-Solutions in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bio-Solutions
The Company's directors and executive officers are indemnified as provided by the Nevada Revised Statutes and the Company's Bylaws. These provisions state that the Company's directors may cause the Company to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Such indemnification is at the discretion of the Company's board of directors and is subject to the Securities and Exchange Commission's policy regarding indemnification.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 2.01.
Item 4.01 Changes in Registrant's Certifying Accountant.
See Item 2.01.
Item 5.01 Changes in Control of Registrant.
See Item 2.01.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
See Item 2.01.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the acquisition of OmniMed, the Company is changing its name to OmniMed International, Inc.
In connection with the acquisition of OmniMed, the Company is changing its fiscal year end to December 31.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Report of Independent Registered Public Accounting Firm
OmniMed International, Inc. Balance Sheet as of June 30, 2005
OmniMed International, Inc. Statement of Operations For The Six Months Ended June 30, 2005
OmniMed International, Inc. Statement of Stockholders' Equity For The Six Months Ended June 30, 2005
OmniMed International, Inc. Statement of Cash Flows For The Six Months Ended June 30, 2005
OmniMed International, Inc. Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
OmniMed International, Inc. Balance Sheet as of December 31, 2004
OmniMed International, Inc. Statement of Operations For The Year Ended December 31, 2004
OmniMed International, Inc. Statement of Stockholders' Equity For The Year Ended December 31, 2004
OmniMed International, Inc. Statement of Cash Flows For The Year Ended December 31, 2004
OmniMed International, Inc. Notes to Financial Statements
(b) Pro forma financial information.
Omnimed International, Inc. Pro forma Consolidated Financial Statements
Pro forma Consolidated Balance Sheet
Pro forma Consolidated Statements of Operations
Notes to Pro forma Consolidated Financial Statements
(c) Exhibits
Exhibit
Number Description
--------------------------------------------------------------------------------
2.1 Agreement and Plan of Merger made as of November 1, 2005 among
Bio-Solutions International, Inc., OmniMed Acquisition Corp.,
OmniMed International, Inc., and the shareholders of OmniMed
International, Inc.
10.1 Employment Agreement by and between OmniMed International, Inc.
and Milton Hauser, dated February 1, 2004.
10.2 Employment Agreement by and between OmniMed International, Inc.
and Eric Rosenfeld, dated October 1, 2004.
10.3 Employment Agreement by and between OmniMed International, Inc.
and David Dorrance, dated February 1, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Bio-Solutions International, Inc.
Dated: November 3, 2005 By: /s/ Milton Hauser
-------------------------------
Name: Milton Hauser
Title: President
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OMNIMED INTERNATIONAL, INC.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
OMNIMED INTERNATIONAL, INC.
(a development stage company)
FINANCIAL STATEMENTS
JUNE 30, 2005
INDEX
PAGE
REPORT OF INDEPENDENT AUDITORS 1 BALANCE SHEETS 2 AS AT JUNE 30, 2005 AND JUNE 30, 2004 STATEMENTS OF OPERATIONS 3 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30,2004 AND FOR THE PERIOD JULY 16, 1997 (INCEPTION) TO JUNE 30, 2005 STATEMENTS OF COMPREHENSIVE INCOME 4 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004 AND FOR THE PERIOD JULY 16,1997 (INCEPTION) TO JUNE 30, 2005 STATEMENTS OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE 4 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004 STATEMENT OF COMMON STOCK 5 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004 STATEMENTS OF ADDITIONAL PAID IN CAPITAL 5 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004 STATEMENTS OF CASH FLOWS 6 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004 AND FOR THE PERIOD JULY 16,1997(INCEPTION) TO JUNE 30, 2005 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 7 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004 AND FOR THE PERIOD JULY 16, 1997(INCEPTION) TO JUNE 30, 2005 NOTES TO FINANCIAL STATEMENTS 8 - 13 |
Report of Independent Auditors
Board of Directors
Omnimed International, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheet of Omnimed International, Inc. (a development stage company) as of June 30, 2005 and June 30, 2004 and the related statements of operations, comprehensive income, deficit accumulated during the development stage, common stock, additional paid-in capital and cash flows for the six months then ended and for the period July 16, 1997 (Inception) to June 30, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based upon our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America, which 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 Omnimed International, Inc. (a development stage company) at June 30, 2005 and June 30, 2004 and the results of its operations and cash flows for the six months and periods then ended in conformity with accounting principles generally accepted in the United States of America.
/S/ Katz & Bloom, LLC Roslyn Heights, New York August 19, 2005 |
OMNIMED INTERNATIONAL, INC.
(a development stage company)
BALANCE SHEET
ASSETS
June 30, June 30,
2005 2004
------------ ------------
Current Assets:
Cash and cash equivalents (Note A) $ 82,577 $ 53,483
Prepaid expenses 1,625 --
Total Current Assets 84,202 53,483
------------ ------------
Property and Equipment - at cost (Notes A and B) 154,880 95,517
Less accumulated depreciation (67,933) (44,987)
------------ ------------
Property and equipment - net 86,947 50,530
------------ ------------
Other Assets:
Capitalized software development costs-net of
amortization of $41,515 at June 30, 2005 and $12,210
at June 30, 2004 (Notes A and C) 105,010 134,315
Investments (Notes A and D) 1,712 123,000
Other intangible assets (Notes A and E) 7,387 7,387
Security deposit 2,785 2,785
------------ ------------
Total Other Assets 116,894 267,487
------------ ------------
Total $ 288,043 $ 371,500
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIENCY) EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 21,223 $ 4,507
------------ ------------
Total Current Liabilities 21,223 4,507
Long -Term Liabilities
Loan payable - stockholder (Note F) 323,528 --
Total Liabilities 344,751 4,507
Commitments and Contingencies (Notes I & J) -- --
Stockholders' (Deficiency) Equity:
Common Stock par value $.001: shares
Authorized, 50,000,000 issued and outstanding
48,209,500 48,210
Common stock to be issued (Note I) 1,046
Additional paid-in capital 1,189,627 1,150,593
Deficit accumulated during development stage (1,295,591) (831,810)
------------ ------------
Total Stockholders' (Deficiency) Equity (56,708) 366,993
------------ ------------
Total $ 288,043 $ 371,500
============ ============
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The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
Six Months Ended Six Months Ended July 16, 1997
(Inception) to
June 30, 2005 June 30, 2004 June 30, 2005
-------------- -------------- --------------
Revenues $ - $ - $ -
Expenses
Executive compensation 71,000 90,000 563,175
Contracted technology development and service 18,500 12,000 57,198
Depreciation and amortization 27,049 20,066 109,448
Rent 10,378 9,234 47,745
Travel and entertainment 500 5,333 47,836
Office expenses 28,937 1,718 51,975
Legal fees 15,271 4,810 32,295
Professional services and consulting 18,000 - 116,557
Contracted marketing 57,575 - 66,802
Telephone and internet 3,576 7,484 28,102
Interest 2,189 - 2,189
Website design and development 5,050 3,662 19,882
Other 5,653 5,210 36,153
Repairs and maintenance - - 7,269
Total Expenses 263,678 1,186,626
-------------- -------------- --------------
159,517
Net Loss From Operations (263,678) (159,517) (1,186,626)
-------------- -------------- --------------
Other Revenue (Loss)
Dividend income 247 17 632
Realized gain (loss) on sale of securities - 13,084 (79,891)
-------------- -------------- --------------
Total Other Revenue (Loss) 247 13,101 (79,259)
-------------- -------------- --------------
Net loss before provision for income taxes (263,431) (146,416) (1,265,885)
Income tax benefit (Note G) - - -
Net loss $ (263,431) $ (146,416) $ (1,265,885)
============== ============== ============
|
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
STATEMENTS OF COMPREHENSIVE INCOME
Six Months Six Months July 16, 1997
Ended Ended (Inception) to
June 30, 2005 June 30, 2004 June 30, 2005
------------- ------------- --------------
Net loss $ (263,431) $ (146,416) $(1,265,885)
Other Comprehensive Income:
Unrealized appreciation (depreciation)
of securities 112 (83,250) (29,706)
----------- ----------- -----------
Total Comprehensive Income (Loss) $ (263,319) $ (229,666) $(1,295,591)
=========== =========== ===========
STATEMENT OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
Six Months Ended Six Months Ended
June 30, 2005 June 30, 2004
---------------- ----------------
Deficit accumulated during the development
stage - Beginning of period $ (1,032,272) $ (602,144)
Net loss (263,431) (146,416)
Other comprehensive income (loss) 112 (83,250)
------------ ----------
Deficit accumulated during the development
stage - End of period $(1,295,591) $ (831,810)
============ ==========
|
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
STATEMENT OF COMMON STOCK
For the Six Months Ended June 30, 2005 and June 30, 2004
COMMON COMMON
SHARES STOCK
---------- --------
Balance - June 30, 2004 and June 30,2005 48,209,500 $ 48,210
========== ========
|
STATEMENTS OF ADDITIONAL PAID-IN CAPITAL
Six Months Ended Six Months Ended
June 30, 2005 June 30, 2004
------------- -------------
Balance - Beginning of period $ 1,184,065 $ 1,043,289
Excess of fair value over par value of stock to be
issued to contracted consultants in exchange for services 5,562 -
Corporate Obligations paid by stockholder 107,304
-
Balance - End of period $ 1,189,627 $ 1,150,593
============= =============
|
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
Six Months Six Months July 16, 1997
Ended Ended (Inception) to
June 30, June 30, June 30,
2005 2004 2005
------------ ------------- -----------
Cash Flows From Operating Activities:
Net loss $ (263,431) $ (146,416) $(1,265,885)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 27,049 20,066 109,448
Accrued interest shareholder loans 2,189 - 2,189
Expenses paid by loans from stockholder 31,892 - 31,892
Expenses incurred in exchange for common stock 6,181 - 10,456
Expenses paid by stockholder - contributed to
capital (Note I) - 105,375 642,369
Realized loss (gain) on sale of securities - (13,084) 79,891
Changes in assets and liabilities:
Prepaid expenses 206 1,522 (1,625)
Accrued expenses 15,010 2,007 21,223
------------ ------------- -----------
Net Cash Used In Operating Activities (180,904) (30,530) (370,042)
------------ ------------- -----------
Cash Flows Provided By Investing Activities:
Purchase of property and equipment (2,490) - (2,490)
Proceeds from sale of investments - 81,834 195,109
------------ ------------- -----------
Net Cash Provided by Investing Activities (2,490) 81,834 192,619
------------ ------------- -----------
Cash Flows Provided by Financing Activities:
Loans from stockholder 260,000 - 260,000
------------ ------------- -----------
Net increase in cash and
cash equivalents 76,606 51,304 82,577
Cash and cash equivalents-beginning of period 5,971 2,179 -
------------ ------------- -----------
Cash and cash equivalents-end of period $ 82,577 $ 53,483 $ 82,577
============ ============= ===========
|
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Six Months Six Months July 16, 1997
Ended Ended (Inception) to
June 30, 2005 June 30, 2004 June 30, 2005
------------- ------------- -------------
Cash paid for income taxes None None None
Cash paid for interest None None None
|
During the six months ended June 30, 2005, one of the principal stockholders paid Company obligations in the amount of $62,661. This amount was in addition to direct loans to the company in the amount of $260,000.
During the period July 16, 1997 (Inception) to June 30, 2005 one of the principal stockholders paid company obligations in the amount of $905,318 in addition to contributing assets of $275,000 to capital and loans of $260,000 to the Company.
During the six months ended June 30, 2004, one of the principal stockholders paid company obligations in the amount of $107,304. This amount was contributed to additional paid-in capital.
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
Organization - Omnimed International, Inc. (Company) was incorporated on July 16, 1997 under the laws of the State of Nevada.
Development Stage Company- The Company is a development stage company and has not generated any revenues. During the development period, the company is developing its information technology and other intangible assets and is attempting to market the company's products. The company is in the process of developing a system of gathering, digitizing, storing and distributing information for the healthcare field.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments - The Company's financial instruments, which include cash, prepaid expenses, securities, and accounts payable approximate fair value due to the short-term nature of these assets and liabilities. During the six months ended June 30, 2004, the company recorded a loss of $83,250 on the decline in value of the Company's interest in a marketable security.
Cash and Cash Equivalents - For purposes of these financial statements, cash equivalents include a highly liquid debt instrument with a maturity of less than three months.
Long-Lived Assets - The Company evaluates long-lived assets for impairment under Financial Accounting Standards Board (FASB) Statement No. 121 "Accounting for the Impairment of Long-Lived Assets to be Disposed Of". Under these rules, long-term and intangible assets are evaluated for possible impairment when events or circumstances indicate that the carrying amount of those assets may not be recoverable. Measurement of the impairment loss, if any, is based upon the difference between the assets carrying value in the financial statements and its estimated fair value. During the development stage there have been no such losses recorded.
Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting For Income Taxes". The provision for income taxes is comprised of current and deferred components. The current component presents the amount of federal and state income taxes that are currently reportable to the respective tax authorities and is measured by applying statutory rates to the Company's taxable income as reported in its income tax returns. For the six months ended June 30, 2005 and June 30, 2004 and for the period July 16, 1997 (Inception) to June 30, 2005 there is no current provision for income taxes as the Company has reported losses on all income tax returns filed.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(continued)
Income taxes- (continued)
Deferred income taxes are provided for the temporary differences between the carrying values of the Company's assets and liabilities for financial reporting purposes and their corresponding income tax basis. These temporary differences are primarily attributable to net operating losses, depreciation, and research and development costs, which due to income tax laws become taxable or deductible in different years than their corresponding treatment for financial reporting purposes. The temporary differences give rise to either a deferred tax asset or liability in the financial statements, which is computed by applying statutory tax rates to taxable or deductible temporary differences based upon classification (i.e., current or non-current) of the asset or liability in the financial statements which relate to the particular temporary difference.
Property and Equipment - is recorded at cost. Costs of maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of each asset.
Trademark Costs - Costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. In accordance with the provisions of Statement of Financial Accounting Standards No. 142 (SFAS No. 142), Goodwill and Other Intangible Assets, the Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable. During the six months ended June 30, 2005 and June 30, 2004 there were no such impairment losses.
Capitalized Software Development Costs - The Company's policy is to capitalize computer software costs in accordance with Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" Under SOP 98-1, costs incurred in creating software to gather, digitize, store and distribute medical information once the application development stage is reached, are capitalized. The application development stage is when a working model/concept, is established. Costs incurred in developing the product from this point until the product is available for release to customers are capitalized and includes contracted labor including supervision of the product developers and other outside consultant costs. Amortization of these costs started February 2004, when the product was first available for release to customers and is being recovered on the straight-line basis over the estimated economic life of sixty months. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(continued)
Capitalized Software Development Costs- (continued)
During the years six months ended June 30, 2005 and June 30, 2004, the Company has concluded that no impairment charges are required.
The Company expenses all software costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred.
Comprehensive Income- Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130), requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosures of certain financial information that historically has not been recognized in the calculation of net income. For all of the periods presented, the Company's comprehensive income is presented in the Statement of Comprehensive Income, and includes unrealized gains and losses on marketable securities net of the related estimated deferred income tax effect associated with those gains and losses.
Investments- The Company's investments in marketable securities are classified as "available for sale" securities, and are carried on the financial statements at market value. Realized gains and losses are included in earnings; unrealized gains and losses are reported as a separate component of stockholders' equity and as a component of "Other Comprehensive Income."
Off-balance Sheet Arrangements- The Company does not have any off-balance sheet financing or any unconsolidated special purpose entities.
Stock Based Compensation- The Company accounts for stock based compensation in accordance with Statement of Financial Accounting Standards No. 148 (SFAS 148), "Accounting for Stock Based Compensation-Transition and Disclosure", an amendment to SFAS No. 123. Under these pronouncements, the Company uses the fair value based method of accounting for its stock option plan and for stock issued in exchange for services.
Revenue Recognition- The Company intends to generate revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. As previously described, the Company is a development stage company and has not generated any revenues. The Company's technology was available for sale or lease in February 2004. Once sales commence, the Company will recognize revenue on the accrual basis over the related license period.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(continued)
Note B. Property and Equipment
Property and equipment consists of:
Useful
June 30, 2005 June 30, 2004 Life
------------- ------------- -------
Computer equipment $ 136,933 $ 84,287 5 years
Office furniture 12,928 11,230 7 years
Office equipment 2,529 - 5 years
Software 2,490 - 3 years
------------ -------------
Total property and equipment $ 154,880 $ 95,517
============ =============
|
Depreciation is provided by the straight-line method over the estimated useful life of the related assets utilizing a half- year convention in the year acquired. Depreciation expense for the six months ended June 30, 2005 was $12,397 and for the six months ended June 30, 2004 was $7,856.
As described in Note A to the financial statements, the Company's policy is to capitalize software development costs in accordance with Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. At June 30, 2005 and June 30, 2004 the Company had capitalized $146,525 of costs related to the development of proprietary software that the Company will license to its customers for the storage and distribution of medical information. Management estimates the economic useful life of this software technology to be sixty months, consequently, capitalized software development costs are being amortized on a straight-line basis over a period of sixty months beginning in February 2004, the month the product became available for sale. Amortization for the six months ended June 30, 2005 was $14,652 and for the six months ended June 30, 2004 was $12,210.
The Company has an investment in a marketable security that is available for sale. The security was contributed to additional paid-in capital by one of the Company's major shareholders. At June 30, 2005, the Company had 16,000 restricted shares of stock of Poseidis Incorporated that will be available for sale during 2005. These shares were acquired as a result of a stock dividend in 2004 on 160,000 shares of Poseidis that the Company owned.
At June 30, 2004 the Company owned 300,000 shares of Poseidis that had a market value of $123,000 and a cost of $206,250.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(continued)
At June 30, 2005 and June 30, 2004, other intangible assets consisted of $3,257 of capitalized design costs relating to logo's for the Company's principal product and $4,130 of legal fees and other costs related to trademark registration. The Company will amortize the logo costs over a period of thirty-six months beginning in the month the Company realizes its first sale and the trademark costs over the legal life of the trademark when awarded.
At June 30, 2005, the Company owed a majority stockholder $323,528 including accrued interest of $2,189. The loan bears interest at the rate of seven percent per annum and has no fixed maturity date.
As disclosed in Note A to the financial statements, the Company has adopted the provisions of SFAS No.148, "Accounting for Stock Based Compensation- Transition and Disclosure", which requires that stock awards granted subsequent to January 1995 be recognized as compensation expense based on the fair value at the date of the grant. During the six months ended June 30, 2005, the Company incurred additional compensation expense in the amount of $6,181 to consultants for shares issued or to be issued in exchange for services. The Board of Directors determined that the fair value of the Company's shares to be $.01 per share.
The Company is a development stage company and has reported losses in each year since inception. Accordingly, net deferred tax assets primarily attributable to net operating loss carry forwards have been reduced to zero as a result of a 100% valuation allowance based upon the uncertainty regarding realization of such tax benefits given the Company's losses.
The tax benefits relating to these net operating losses expire 20 years after realizing such losses. At June 30, 2005, the Company had approximately $1,050,000 of net operating losses expiring during various years beginning in 2017.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2005
(continued)
Note I. Commitments and Contingencies
During the year 1999, the Company created the 1999 Stock Option Plan (Plan) to attract and retain the best qualified personnel. Under the Plan, the Company reserved 3,300,000 shares of its common stock to be given to employees and independent contractors as additional compensation as determined by the Board of Directors. The options under the Plan are intended to qualify as Incentive Stock Options (ISO's) under Section 422 of The Internal Revenue Code.
At June 30, 2005, the Company had granted options to purchase 250,000 shares of the Company's stock to five key employees.
The Company has employment agreements with seven key employees that specify total minimum annual salaries of $264,000. One of these employees is the Company's principal shareholder and founder. Several of the employees did not receive the minimum salary as provided for in their agreements and have waived their right to receive the unpaid salary.
In connection with these employment agreements, the Company is going to issue 1,290,000 shares of its stock to four key employees as an additional incentive to commit to employment with the Company. At June 30, 2005, 1,045,500 of these shares were vested but not issued. These shares will be issued during 2005.
The Company is obligated under a lease for office space in New Jersey commencing November 2003 and expiring in October 2008. The lease also provides for additional rent for increases in operating expenses. Future minimum rent payments under the lease are:
June 30, 2006 18,673 2007 19,912 2008 21,149 2009 7,222 |
As previously described in the financial statements, the Company has not generated any operating revenues. The Company has been able to continue operations due to the payment of company obligations by one of its principal stockholders as an additional contribution to capital, loans to the Company and contributions of assets. This stockholder made payments aggregating $1,180,318 during the period July 16, 1997 (Inception) to June 30, 2005.
As disclosed in Note F to the financial statements the Company was indebted to the principal stockholder in the amount of $323,528 at June 30, 2005. During the period January 1, 2005 to June 30, 2005 the stockholder loaned the Company $260,000 and paid Company obligates of $61,339.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
FINANCIAL STATEMENTS
DECEMBER 31, 2004
INDEX
PAGE
REPORT OF INDEPENDENT AUDITORS 1
BALANCE SHEETS 2
AS AT DECEMBER 31, 2004 AND DECEMBER 31, 2003
STATEMENTS OF OPERATIONS 3
FOR THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003 AND
FOR THE PERIOD JULY 16, 1997 (INCEPTION) TO DECEMBER 31, 2004
STATEMENTS OF COMPREHENSIVE INCOME 4
FOR THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003 AND
FOR THE PERIOD JULY 16, 1997 (INCEPTION) TO DECEMBER 31, 2004
STATEMENTS OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE 4
FOR THE YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2004
STATEMENTS OF COMMON STOCK 5
FOR THE YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2004
STATEMENTS OF ADDITIONAL PAID IN CAPITAL 5
FOR THE YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2004
STATEMENTS OF CASH FLOWS 6
FOR THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003 AND
FOR THE PERIOD JULY 16, 1997(INCEPTION) TO DECEMBER 31, 2004
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 7
FOR THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003 AND
FOR THE PERIOD JULY 16, 1997(INCEPTION) TO DECEMBER 31, 2004
NOTES TO FINANCIAL STATEMENTS 8 - 14
|
Report of Independent Auditors
Board of Directors
Omnimed International, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheets of Omnimed International, Inc. (a development stage company) as of December 31, 2004, and December 31, 2003 and the related statements of operations, comprehensive income, deficit accumulated during the development stage, common stock, additional paid-in capital and cash flows for the years then ended and for the period July 16, 1997 (Inception) to December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based upon our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America, which 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 Omnimed International, Inc. (a development stage company) at December 31, 2004 and December 31, 2003 and the results of its operations and cash flows for the years and periods then ended in conformity with accounting principles generally accepted in the United States of America.
/S/ Katz & Bloom Roslyn Heights, New York August 17, 2005 |
OMNIMED INTERNATIONAL, INC.
(a development stage company)
BALANCE SHEETS
ASSETS
------
December 31,
2004 2003
Current Assets:
Cash and cash equivalents (Note A) $ 5,971 $ 2,179
Prepaid expenses 1,831 1,522
----------- -----------
Total Current Assets 7,802 3,701
----------- -----------
Property and Equipment - at cost (Notes A and B) 122,944 93,588
Less accumulated depreciation (55,536) (37,131)
----------- -----------
Property and equipment - net 67,408 56,457
----------- -----------
Other Assets:
Capitalized software development costs-net of amortization
of $26,863 at December 31, 2004 (Notes A and C) 119,662 146,525
Investments (Notes A and D) 275,000
Other intangible assets (Notes A and E) 7,387 7,387
Security deposit 2,785 2,785
----------- -----------
Total Other Assets 131,434 431,697
----------- -----------
Total $ 206,644 $ 491,855
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 6,213 $ 2,500
----------- -----------
Total Current Liabilities 6,213 2,500
----------- -----------
Commitments and Contingencies (Notes H,I & J) -- --
Stockholders' Equity:
Common Stock par value $.001: shares
authorized, 50,000,000 issued and outstanding
48,209,500 48,210 48,210
Common stock to be issued (Note H) 428 --
Additional paid-in capital 1,184,065 1,043,289
Deficit accumulated during development stage (1,032,272) (602,144)
----------- -----------
Total Stockholders' Equity 200,431 489,355
----------- -----------
Total $ 206,644 $ 491,855
=========== ===========
The accompanying notes are an integral part of these financial statements.
|
OMNIMED INTERNATIONAL, INC.
(a development stage company)
STATEMENTS OF OPERATIONS
July 16,1997
Year Ended Year Ended (Inception) to
December 31, December 31, December 31,
2004 2003 2004
------------ ------------ ------------
Revenues $ - $ - $ -
Expenses
Executive compensation 170,000 123,225 492,175
Contracted technology development 28,000 - 38,698
Depreciation and amortization 45,268 16,577 82,399
Rent 18,261 11,081 37,367
Travel and entertainment 9,432 - 47,336
Office expenses 3,732 6,525 23,038
Legal fees 9,273 1,415 17,024
Professional services and consulting 4,950 750 98,557
Contracted marketing 9,317 - 9,317
Telephone and internet 10,923 - 24,526
Repairs and maintenance 269 - 7,269
Website design and development 4,863 3,300 14,832
Other 6,421 437 30,410
------------ ------------ ------------
Total Expenses 320,709 163,310 922,948
------------ ------------ ------------
Net Loss From Operations (320,709) (163,310) (922,948)
------------ ------------ ------------
Other Revenue (Loss)
Dividend income 290 - 385
Realized loss on sale of securities (79,891) - (79,891)
------------ ------------ ------------
Total Other Revenue (Loss) (79,601) - (79,506)
------------ ------------ ------------
Net loss before provision for income taxes (400,310) (163,310) (1,002,454)
Income tax benefit (Note G) - - -
------------ ------------ ------------
Net loss $ (400,310) $ (163,310) $ (1,002,454)
------------ ------------ ------------
|
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
STATEMENTS OF COMPREHENSIVE INCOME
July 16, 1997
Year Ended Year Ended (Inception) to
December 31, 2004 December 31, 2003 December 31, 2004
----------------- ----------------- -----------------
Net loss $ (400,310) $ (163,310) $ (1,002,454)
Other Comprehensive Income:
Unrealized depreciation of securities (29,818) - (29,818)
---------- ---------- ------------
Total Comprehensive Income (Loss) $ (430,128) $ (163,310) $ (1,032,272)
========== ========== ============
|
STATEMENTS OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
Year Ended Year Ended
December 31, December 31,
2004 2003
------------ ------------
Deficit accumulated during the development
stage - beginning of period $ (602,144) $ (438,834)
Net loss (400,310) (163,310)
Other comprehensive income (loss) (29,818) -
----------- -----------
Deficit accumulated during the development
stage - end of period $(1,032,272) $ (602,144)
=========== ===========
|
OMNIMED INTERNATIONAL, INC.
(a development stage company)
STATEMENTS OF COMMON STOCK
For the Years Ended December 31, 2003 and December 31, 2004
COMMON COMMON
SHARES STOCK
---------- ----------
Balance - December 31, 2003 and December 31, 2004 48,209,500 $ 48,210
========== ==========
|
STATEMENTS OF ADDITIONAL PAID-IN CAPITAL
For the Years Ended December 31, 2003 and December, 31 2004
Balance - January 1, 2003 $ 584,479
Assets contributed by stockholder 275,000
Corporate obligations paid by stockholder 183,810
----------
Balance - December 31, 2003 1,043,289
Corporate obligations paid by stockholder 136,929
Excess of fair value over par value of stock to be issued
to contracted consultants in exchange for services 3,847
----------
Balance - December 31, 2004 $ 1,184,065
|
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
July 16, 1997
Year Ended Year Ended (Inception) to
December 31, 2004 December 31, 2003 December 31, 2004
----------------- ----------------- -----------------
Cash Flows From Operating Activities:
Net loss $ (400,310) $ (163,310) $(1,002,454)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 45,268 16,577 82,399
Realized loss on sale of securities 79,891 - 79,891
Expenses incurred in exchange for
common stock 4,275 4,275
Expenses paid by stockholder -
contributed to capital (Note I) 76,155 122,114 642,369
Changes in assets and liabilities:
Prepaid expenses (309) (1,522) (1,831)
Accrued expenses 3,713 2,500 6,213
------------ ------------ -----------
Net Cash Used In Operating Activities (191,317) (23,641) (189,138)
------------ ------------ -----------
Cash Flows Provided By Investing Activities:
Proceeds from sale of investments 195,109 - 195,109
------------ ------------ -----------
Net increase (decrease) in cash and
cash equivalents 3,792 (23,641) 5,971
Cash and cash equivalents-beginning of period 2,179 25,820 -
------------ ------------ -----------
Cash and cash equivalents-end of period $ 5,971 $ 2,179 $ 5,971
============ ============ ===========
|
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
July 16, 1997
Year Ended Year Ended (Inception) to
December 31, December 31, December 31,
2004 2003 2004
------------ ------------ --------------
Cash paid for income taxes None None None
Cash paid for interest None None None
|
During the year ended December 31, 2004, one of the principal stockholders paid Company obligations in the amount of $136,929. This amount was contributed to additional paid-in capital.
During the year ended December 31, 2003, one of the principal stockholders paid Company obligations in the amount of $183,810. This amount was contributed to additional paid-in capital.
The accompanying notes are an integral part of these financial statements.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
Organization - Omnimed International, Inc. (Company) was incorporated on July 16, 1997 under the laws of the State of Nevada.
Development Stage Company- The Company is a development stage company and has not generated any revenues. During the development period, the company is developing its information technology and other intangible assets and is attempting to market the company's products. The company is in the process of developing a system of gathering, digitizing, storing and distributing information for the healthcare field.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments - The Company's financial instruments, which include cash, prepaid expenses, securities, and accounts payable approximate fair value due to the short-term nature of these assets and liabilities.
Cash and Cash Equivalents - For purposes of these financial statements, cash equivalents include a highly liquid debt instrument with a maturity of less than three months.
Long-Lived Assets - The Company evaluates long-lived assets for impairment under Financial Accounting Standards Board (FASB) Statement No. 121 "Accounting for the Impairment of Long-Lived Assets to be Disposed Of". Under these rules, long-term and intangible assets are evaluated for possible impairment when events or circumstances indicate that the carrying amount of those assets may not be recoverable. Measurement of the impairment loss, if any, is based upon the difference between the assets carrying value in the financial statements and its estimated fair value. During the development stage there have been no such losses recorded.
Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting For Income Taxes". The provision for income taxes is comprised of current and deferred components. The current component presents the amount of federal and state income taxes that are currently reportable to the respective tax authorities and is measured by applying statutory rates to the Company's taxable income as reported in its income tax returns. For each of the years presented in these financial statements and for the period August 12, 1997(Inception) to December 31, 2004 there is no current provision for income taxes as the Company has reported losses on all income tax returns filed.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
Income taxes- (continued)
Deferred income taxes are provided for the temporary differences between the carrying values of the Company's assets and liabilities for financial reporting purposes and their corresponding income tax basis. These temporary differences are primarily attributable to net operating losses, depreciation, and research and development costs, which due to income tax laws become taxable or deductible in different years than their corresponding treatment for financial reporting purposes. The temporary differences give rise to either a deferred tax asset or liability in the financial statements, which is computed by applying statutory tax rates to taxable or deductible temporary differences based upon classification (i.e., current or non-current) of the asset or liability in the financial statements which relate to the particular temporary difference.
Property and Equipment - is recorded at cost. Costs of maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of each asset.
Trademark Costs - Costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. In accordance with the provisions of Statement of Financial Accounting Standards No. 142 (SFAS No. 142), Goodwill and Other Intangible Assets, the Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable. During the years ended December 31, 2004, and December 31, 2003 there were no such impairment losses.
Capitalized Software Development Costs - The Company's policy is to capitalize computer software costs in accordance with Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" Under SOP 98-1, costs incurred in creating software to gather, digitize, store and distribute medical information once the application development stage is reached, are capitalized. The application development stage is when a working model/concept, is established. Costs incurred in developing the product from this point until the product is available for release to customers are capitalized and includes contracted labor including supervision of the product developers and other outside consultant costs. Amortization of these costs started February 2004, when the product was first available for release to customers and is being recovered on the straight-line basis over the estimated economic life of sixty months. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(continued)
Capitalized Software Development Costs- (continued)
During the years ended December 31, 2004 and December 31, 2003, the Company has concluded that no impairment charges are required.
The Company expenses all software costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred.
Comprehensive Income- Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130), requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting methodology that includes disclosures of certain financial information that historically has not been recognized in the calculation of net income. For all of the periods presented, the Company's comprehensive income is presented in the Statement of Comprehensive Income, and includes unrealized gains and losses on marketable securities net of the related estimated deferred income tax effect associated with those gains and losses.
Investments- The Company's investments in marketable securities are classified as "available for sale" securities, and are carried on the financial statements at market value. Realized gains and losses are included in earnings; unrealized gains and losses are reported as a separate component of stockholders' equity and as a component of "Other Comprehensive Income."
Off Balance Sheet Arrangements- The Company does not have any off-balance sheet financing or any unconsolidated special purpose entities.
Stock Based Compensation- The Company accounts for stock based compensation in accordance with Statement of Financial Accounting Standards No. 148 (SFAS 148), "Accounting for Stock Based Compensation-Transition and Disclosure", an amendment to SFAS No. 123. Under these pronouncements, the Company uses the fair value based method of accounting for its stock option plan and for stock issued in exchange for services.
Revenue Recognition- The Company intends to generate revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. As previously described, the Company is a development stage company and has not generated any revenues. The Company's technology was available for sale or lease in February 2004. Once sales commence, the Company will recognize revenue on the accrual basis over the related license period.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(continued)
Note B. Property and Equipment
Property and equipment consists of:
December 31, December 31, Useful
2004 2003 Life
----------- ----------- -------
Computer equipment $ 107,487 $ 84,287 5 years
Office furniture 12,928 9,301 7 years
Office equipment 2,529 - 5 years
Total property and equipment $ 122,944 $ 93,588
|
Depreciation is provided by the straight-line method over the estimated useful life of the related assets utilizing a half- year convention in the year acquired. Depreciation expense amount to $18,405 for the year ended December 31, 2004 and $16,577 for the year ended December 31, 2003.
As described in Note A to the financial statements, the Company's policy is to capitalize software development costs in accordance with Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. At December 31, 2004 and 2003 the Company had capitalized $146,525 of costs related to the development of proprietary software that the Company will license to its customers for the storage and distribution of medical information. Management estimates the economic useful life of this software technology to be sixty months, consequently, capitalized software development costs are being amortized on a straight-line basis over a period of sixty months beginning in February 2004, the month the product became available for sale. Amortization for the year ended December 31, 2004 was $26,863.
The Company has an investment in a marketable security that is available for sale. The security was contributed to additional paid-in capital by one of the Company's major shareholders. At December 31, 2004, the Company had 16,000 restricted shares of stock of Poseidis Incorporated that will be available for sale during 2005. These shares were acquired as a result of a stock dividend on 160,000 shares of Poseidis that the Company owned. At December 31, 2003 the Company owned 50,000 shares of Poseidis Incorporated with a value of $275,000. During 2004 the stock split eight for one, prior to the stock dividend. During 2004, the Company sold all of its initial shares of Poseidis Incorporated stock.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(continued)
At December 31, 2003 and December 31, 2004, other intangible assets consisted of $3,257 of capitalized design costs relating to logo's for the Company's principal product and $4,130 of legal fees and other costs related to trademark registration. The Company will amortize the logo costs over a period of thirty-six months beginning in the month the Company realizes its first sale and the trademark costs over the legal life of the trademark when awarded.
As disclosed in Note A to the financial statements, the Company has adopted the provisions of SFAS No.148, "Accounting for Stock Based Compensation- Transition and Disclosure", which requires that stock awards granted subsequent to January 1995 be recognized as compensation expense based on the fair value at the date of the grant. During the year 2004, the Company incurred additional compensation expense in the amount of $4,275 to consultants for shares issued or to be issued in exchange for services. The Board of Directors determined that the fair value of the Company's shares to be $.01 per share.
The Company is a development stage company and has reported losses in each year since inception. Accordingly, net deferred tax assets primarily attributable to net operating loss carry forwards have been reduced to zero as a result of a 100% valuation allowance based upon the uncertainty regarding realization of such tax benefits given the Company's losses.
The tax benefits relating to these net operating losses expire 20 years after realizing such losses. The Company has approximately $1,050,000 of net operating losses expiring during various years beginning in 2017.
During the year 1999, the Company created the 1999 Stock Option Plan (Plan) to attract and retain the best qualified personnel. Under the Plan, the Company reserved 3,300,000 shares of its common stock to be given to employees and independent contractors as additional compensation as determined by the Board of Directors. The options under the Plan are intended to qualify as Incentive Stock Options (ISO's) under Section 422 of The Internal Revenue Code.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(continued)
At December 31, 2004, the Company had granted options to purchase 150,000 shares of the Company's stock to three key employees.
The Company has employment agreements with five key employees that specify total minimum annual salaries of $180,000. One of these employees is the Company's principal shareholder and founder. Several of the employees did not receive the minimum salary as provided for in their agreements and have waived their right to receive the unpaid salary.
In connection with these employment agreements, the Company is going to issue 1,190,000 shares of its stock to four key employees as an additional incentive to commit to employment with the Company. At December 31, 2004, 427,500 of these shares were vested but not issued. These shares will be issued during 2005.
The Company is obligated under a lease for office space in New Jersey commencing November 2003 and expiring in October 2008. The lease also provides for additional rent for increases in operating expenses. Future minimum rent payments under the lease are:
Year Ended
December 31,
------------
2005 $18,157
2006 19,395
2007 20,633
2008 18,054
|
As previously described in the financial statements, the Company has not generated any operating revenues. The Company has been able to continue operations due to the payment of company obligations by one of its principal stockholders as an additional contribution to capital. This stockholder made payments aggregating $236,929 during the year 2004 and $183,810 during the year 2003 on behalf of the Company.
In February 2005, the Company entered into an employment agreement with an individual to serve as Vice President of Digital Imaging. The agreement provides for the employee to receive 40,000 shares of the Company's stock upon execution of the agreement and an additional 60,000 shares vesting 2,500 shares per month for 24 months. The agreement also provides the employee with options to purchase an additional 50,000 shares of the Company's common stock.
OMNIMED INTERNATIONAL, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2004
(continued)
In March 2005, the Company entered into an employment agreement with one of the sons of the company's founder to serve as Vice President of Sales and New Business Development. The employment agreement provides for the employee to receive 300,000 shares of the Company's stock upon execution of the agreement and an additional 600,000 shares vesting 20,000 shares per month for 24 months and 120,000 shares upon completion of the twenty-fourth month of employment. The agreement also provides the employee with options to purchase an additional 50,000 shares of the Company's common stock.
INDEX TO PRO FORMA FINANCIAL STATEMENTS
Pro forma Consolidated Balance Sheet.........................................F-2 Pro forma Consolidated Statements of Operations..............................F-3 Notes to Pro forma Consolidated Financial Statement.........................F-4 |
OMNIMED INTERNATIONAL, INC.
Pro forma Consolidated Balance Sheet
June 30, 2005
(Unaudited)
Omnimed Bio-Solutions
International International, Proforma
Inc. Inc. Adjustments Proforma
--------------- -------------- ---------------- ----------------
ASSETS
CURRENT ASSETS
Cash $82,577 $45,000 a)(45,000) $82,577
Prepaid expenses and other current assets 1,625 0 1,625
--------------- ------------- ----------------
Total current assets 84,202 45,000 84,202
--------------- -------------- ----------------
PROPERTY, PLANT AND EQUIPMENT
(Net of accumulated depreciation) 86,947 0 86,947
--------------- -------------- ----------------
Total property, plant and equipment 86,947 0 86,947
--------------- -------------- ----------------
OTHER ASSETS
Investment in subsidiaries 0 0 c)2,274,420
d)(2,274,420) 0
Capitalized software (net of accumulated 105,010 105,010
amortization)
Other 11,884 0 11,884
--------------- -------------- ----------------
Total other assets 116,894 0 116,894
--------------- -------------- ----------------
Total Assets $288,043 $45,000 $288,043
=============== ============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $21,223 $0 $21,223
Accrued interest 0 198,570 b)(198,570) 0
Short-term notes payable 0 404,997 b)(404,997) 0
-------------- --------------- ----------------
Total current liabilities 21,223 603,567 21,223
-------------- --------------- ----------------
LONG-TERM DEBT
Long-term note payable - related party 323,528 0 323,528
-------------- --------------- ----------------
Total long-term debt 323,528 0 323,528
-------------- --------------- ----------------
Total Liabilities 344,751 603,567 344,751
-------------- --------------- ----------------
STOCKHOLDERS' EQUITY
Preferred stock, n/a and $0.001 par value; n/a and
1,000,000 n/a 0 0
shares authorized; n/a and 0 issued and
outstanding
Common stock, $0.001 and $0.001 par value;
50,000,000,
and 100,000,000 shares authorized; 49,255,000,
and 520,694 shares issued and outstanding 49,256 52 b)150
c)1,000
d)(49,256) 1,202
Additional paid-in capital 1,189,627 1,772,509 b)603,417
c)(1,093,545)
d)(1,189,627) 1,282,381
Accumulated deficit (1,295,291) (2,331,128) a)(45,000)
d)2,331,128 (1,340,291)
-------------- --------------- ----------------
Total stockholders' equity (56,408) (558,567) (56,708)
-------------- --------------- ----------------
Total Liabilities and Stockholders' Equity $288,343 $45,000 $288,043
============== =============== ================
The accompanying notes are an integral part of the pro-forma financial statements
|
OMNIMED INTERNATIONAL, INC.
Pro forma Consolidated Statements of Operations
(Unaudited)
Six months ended June 30, 2005
Omnimed Bio-Solutions Pro forma
International International, Adjustments Pro forma
Inc. Inc.
---------------- --------------- -------------- ---------------
REVENUES
Sales $0 $0 $0
---------------- --------------- ---------------
Total revenues 0 0 0
COST OF SALES
Cost of sales 0 0 0
---------------- --------------- ---------------
Gross margin 0 0 0
---------------- --------------- ---------------
OPERATING EXPENSES
General and administrative 236,629 0 a)45,000 281,629
Depreciation 27,049 0 27,049
---------------- --------------- ---------------
Total operating expenses 263,678 0 308,678
---------------- --------------- ---------------
Operating loss (263,678) 0 (308,678)
---------------- --------------- ---------------
OTHER INCOME (EXPENSE)
Interest income 0 0 0
Other income (expense) 247 0 247
Interest expense 0 0 0
---------------- --------------- ---------------
Total other income (expense) 247 0 247
---------------- --------------- ---------------
Net income (loss) $(263,431) $0 $(308,431)
================ =============== ===============
The accompanying notes are an integral part of the pro-forma financial statements
|
OMNIMED INTERNATIONAL, INC.
Notes to Pro forma Consolidated Financial Statements
(Unaudited)
(1) Pro forma Changes
On September , 2005, the Company entered into a Share Exchange Agreement with Omnimed International, Inc., (OII), a Nevada company. This business combination was a reverse merger, accounted for as a recapitalization of OII. The Company issued 10,000,000 shares of common stock of the Company to complete this acquisition.
The Pro forma statement of operations includes the months ended March 31, 2005 for the Company, OTCW and CEOC.
(2) Pro forma Adjustments
a) $45,000 cash paid for expenses related to the merger.
b) 1,500,000 shares of common stock of the Company was issued to settle the then outstanding convertible debt and accrued interest of BSOU.
c) 10,000,000 shares of common stock of the Company was issued in exchange for 100% of the issued and outstanding common stock of Omnimed.
b) Eliminate investment in subsidiaries, the Company's retained deficit and common stock of subsidiaries.
INDEX TO PRO FORMA FINANCIAL STATEMENTS
Pro forma Consolidated Statements of Operations.............................F-6
Notes to Pro forma Consolidated Financial Statement........................F-7
OMNIMED INTERNATIONAL, INC.
Pro forma Consolidated Statements of Operations
(Unaudited)
Year Ended
Omnimed Bio-Solutions
International International, Pro forma
Inc. Inc. Adjustments Pro forma
------------------ ---------------- -------------- -------------------
REVENUES December 31, 2004 June 30, 2004
------------------ ----------------
Sales $0 $ 0 $ 0
------------------ ---------------- -------------------
Total revenues 0 0 0
COST OF SALES
Cost of sales 0 0 0
------------------ ---------------- -------------------
Gross margin 0 0 0
------------------ ---------------- -------------------
OPERATING EXPENSES
General and administrative 275,441 22,000 297,441
Depreciation 45,268 0 45,268
------------------ ---------------- -------------------
Total operating expenses 320,709 22,000 342,709
------------------ ---------------- -------------------
Operating loss (320,709) (22,000) (342,709)
------------------ ---------------- -------------------
OTHER INCOME (EXPENSE)
Dividend income 290 0 290
Interest expense 0 (40,500) (40,500)
Realized loss on sale of securities (79,891) 0 (79,891)
------------------ ---------------- -------------------
Total other income (expense) (79,601) (40,500) (120,101)
------------------ ---------------- -------------------
Net income (loss) $(400,310) $(62,500) $(462,810)
================== ================ ===================
The accompanying notes are an integral part of the pro-forma financial statements
|
OMNIMED INTERNATIONAL, INC.
Notes to Pro forma Consolidated Financial Statements
(Unaudited)
(1) Pro forma Changes
On September , 2005, the Company entered into a Share Exchange Agreement with Omnimed International, Inc., (OII), a Nevada company. This business combination was a reverse merger, accounted for as a recapitalization of OII. The Company issued 10,000,000 shares of common stock of the Company to complete this acquisition.
The Pro forma statement of operations includes the months ended March 31, 2005 for the Company, OTCW and CEOC.
(2) Pro forma Adjustments
a) $45,000 cash paid for expenses related to the merger.
b) 1,500,000 shares of common stock of the Company was issued to settle the then outstanding convertible debt and accrued interest of BSOU.
c) 10,000,000 shares of common stock of the Company was issued in exchange for 100% of the issued and outstanding common stock of Omnimed.
b) Eliminate investment in subsidiaries, the Company's retained deficit and common stock of subsidiaries.
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made as of the 1st day of November, 2005
AMONG:
BIO-SOLUTIONS INTL, INC., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 1281 SW 28th Avenue Boynton Beach FL. 33426 ("BIO-SOLUTIONS INTL")
AND:
OMNIMED ACQUISITION CORP., a body corporate formed pursuant to the laws of the State of Nevada and a wholly owned subsidiary of BIO-SOLUTIONS INTL
(the "Acquirer")
AND:
OMNIMED INTERNATIONAL, INC., a body corporate formed pursuant to the laws of the State of Nevada and having an office for business located at 2 Ridgedale Avenue, Suite 217, Cedar Knolls, NJ 07927 ("Omnimed")
AND:
Each of the shareholders of Omnimed that are named on the signature page of this Agreement (the "Omnimed Shareholders")
WHEREAS:
A. The Omnimed Shareholders own 49,474,500 Omnimed Shares, being 100% of the presently issued and outstanding Omnimed Shares;
B. BIO-SOLUTIONS INTL is a reporting company whose common stock is quoted on the OTC.BB "Bulletin Board" under the following symbol "BSOU.OB";
C. The respective Boards of Directors of BIO-SOLUTIONS INTL, Omnimed and the Acquirer deem it advisable and in the best interests of BIO-SOLUTIONS INTL, Omnimed and the Acquirer that Omnimed merge with and into the Acquirer (the "Merger") pursuant to this Agreement and the Certificate of Merger, and the applicable provisions of the laws of the State of Nevada; and
D. It is intended that the Merger shall qualify for United States federal income tax purposes as a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
Definitions
1.1 In this Agreement the following terms will have the following meanings:
(a) "Acquisition Shares" means the 9,894,900 BIO-SOLUTIONS INTL Common Shares to be issued to the Omnimed Shareholders at Closing pursuant to the terms of the Merger;
(b) "Additional Omnimed Statements" means the Statements of Omnimed Accounts Payable and Liabilities, Accounts Receivable, Bank Accounts, Debts to Related Parties, Equipment, Insurance Policies, Inventory and Material Contracts which are to be delivered by Omnimed to BIO-SOLUTIONS INTL pursuant to the terms hereof;
(c) "Agreement" means this agreement and plan of merger among BIO-SOLUTIONS INTL, the Acquirer, Omnimed, and the Omnimed Shareholders;
(d) "Audited BIO-SOLUTIONS INTL Financial Statements" means the financial statements of BIO-SOLUTIONS INTL for the two year periods ended June 30, 2005 and 2004, together with the unqualified auditors report thereon, prepared in accordance with Item 310 of Regulation SB, and which are to be delivered by BIO-SOLUTIONS INTL to Omnimed pursuant to the terms hereof;
(e) "Omnimed Accounts Payable and Liabilities" means all accounts payable and liabilities of Omnimed, due and owing or otherwise constituting a binding obligation of Omnimed (other than a Omnimed Material Contract) as of June 30, 2005 as set forth in the Statement of Omnimed Accounts Payable and Liabilities to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed Financial Statements;
(f) "Omnimed Accounts Receivable" means all accounts receivable and other debts owing to Omnimed as of June 30, 2005 as set forth in the Statement of Omnimed Accounts Receivable to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed Financial Statements;
(g) "Omnimed Assets" means the undertaking and all the property and assets of the Omnimed Business of every kind and description wheresoever situated including, without limitation, Omnimed Equipment, Omnimed Inventory, Omnimed Material Contracts, Omnimed Accounts Receivable, Omnimed Cash, Omnimed Intangible Assets and Omnimed Goodwill, and all credit cards, charge cards and banking cards issued to Omnimed;
(h) "Omnimed Bank Accounts" means all of the bank accounts, lock boxes and safety deposit boxes of Omnimed or relating to the Omnimed Business as set forth in the Statement of Omnimed Bank Accounts to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed Financial Statements;
(i) "Omnimed Business" means all aspects of the business conducted by Omnimed;
(j) "Omnimed Cash" means all cash on hand or on deposit to the credit of Omnimed on the Closing Date;
(k) "Omnimed Debt to Related Parties" means the debts owed by Omnimed to the Omnimed Shareholders or to any family member thereof, or to any affiliate, director or officer of Omnimed or the Omnimed Shareholders as described in the Statement of Omnimed Debt to Related Parties to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed Financial Statements;
(l) "Omnimed Equipment" means all machinery, equipment, furniture, and furnishings used in the Omnimed Business, including, without limitation, the items more particularly described in the Statement of Omnimed Equipment to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed Financial Statements;
(m) "Omnimed Goodwill" means the goodwill of the Omnimed Business together with the exclusive right of BIO-SOLUTIONS INTL to represent itself as carrying on the Omnimed Business in succession of Omnimed subject to the terms hereof, and the right to use any words indicating that the Omnimed Business is so carried on including the right to use the name "Omnimed" or "Omnimed International" or any variation thereof as part of the name of or in connection with the Omnimed Business or any part thereof carried on or to be carried on by Omnimed, the right to all corporate, operating and trade names associated with the Omnimed Business, or any variations of such names as part of or in connection with the Omnimed Business, all telephone listings and telephone advertising contracts, all lists of customers, books and records and other information relating to the Omnimed Business, all necessary licenses and authorizations and any other rights used in connection with the Omnimed Business;
(n) "Omnimed Insurance Policies" means the public liability insurance and insurance against loss or damage to Omnimed Assets and the Omnimed Business as described in the Statement of Omnimed Insurance to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed Financial Statements;
(o) "Omnimed Intangible Assets" means all of the intangible assets of Omnimed, including, without limitation, Omnimed Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of Omnimed;
(p) "Omnimed Inventory" means all inventory and supplies of the Omnimed Business as of June 30, 2005 as set forth in the Statement of Omnimed Inventory to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed Financial Statements;
(q) "Omnimed Material Contracts" means the burden and benefit of and the right, title and interest of Omnimed in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Omnimed is entitled in connection with the Omnimed Business whereunder Omnimed is obligated to pay or entitled to receive the sum of $10,000 or more including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice, and those contracts listed in the Statement of Omnimed Material Contracts to be delivered by Omnimed to BIO-SOLUTIONS INTL concurrent with the delivery of the Audited Omnimed Financial Statements;
(r) "Omnimed Shares" means all of the issued and outstanding shares of Omnimed's equity stock;
(s) "Closing" means the completion, on the Closing Date, of the transactions contemplated hereby in accordance with Article 10 hereof;
(t) "Closing Date" means the day on which all conditions precedent to the completion of the transaction as contemplated hereby have been satisfied or waived;
(u) "Effective Time" means the date of the filing of an appropriate Certificate of Merger in the form required by the State of Nevada, which certificate shall provide that the Merger shall become effective upon such filing;
(v) "Material Adverse Change" means a greater than 10% negative deviation from previously reported financial results (annualized where appropriate);
(w) "Merger" means the merger, at the Effective Time, of Omnimed and the Acquirer pursuant to this Agreement and Plan of Merger;
(x) "Merger Consideration" means the Acquisition Shares;
(y) "Place of Closing" means the offices of Sichenzia Ross Friedman Ference LLP, or such other place as BIO-SOLUTIONS INTL and Omnimed may mutually agree upon;
(z) "State Corporation Law" means the General Corporation Law of the State of Nevada;
(aa) "BIO-SOLUTIONS INTL Accounts Payable and Liabilities" means all accounts payable and liabilities of BIO-SOLUTIONS INTL, on a consolidated basis, due and owing or otherwise constituting a binding obligation of BIO-SOLUTIONS INTL and its subsidiaries (other than a BIO-SOLUTIONS INTL Material Contract) as of June 30, 2005 as set forth is Schedule "C" hereto;
(bb) "BIO-SOLUTIONS INTL Accounts Receivable" means all accounts receivable and other debts owing to BIO-SOLUTIONS INTL, on a consolidated basis, as of June 30, 2005 as set forth in Schedule "D" hereto;
(cc) "BIO-SOLUTIONS INTL Assets" means the undertaking and all the property and assets of the BIO-SOLUTIONS INTL Business of every kind and description wheresoever situated including, without limitation, BIO-SOLUTIONS INTL Equipment, BIO-SOLUTIONS INTL Inventory, BIO-SOLUTIONS INTL Material Contracts, BIO-SOLUTIONS INTL Accounts Receivable, BIO-SOLUTIONS INTL Cash, BIO-SOLUTIONS INTL Intangible Assets and BIO-SOLUTIONS INTL Goodwill, and all credit cards, charge cards and banking cards issued to BIO-SOLUTIONS INTL;
(dd) "BIO-SOLUTIONS INTL Bank Accounts" means all of the bank accounts, lock boxes and safety deposit boxes of BIO-SOLUTIONS INTL and its subsidiaries or relating to the BIO-SOLUTIONS INTL Business as set forth in Schedule "E" hereto;
(ee) "BIO-SOLUTIONS INTL Business" means all aspects of any business conducted by BIO-SOLUTIONS INTL and its subsidiaries;
(ff) "BIO-SOLUTIONS INTL Cash" means all cash on hand or on deposit to the credit of BIO-SOLUTIONS INTL and its subsidiaries on the Closing Date;
(gg) "BIO-SOLUTIONS INTL Common Shares" means the shares of common stock in the capital of BIO-SOLUTIONS INTL;
(hh) "BIO-SOLUTIONS INTL Debt to Related Parties" means the debts owed by
BIO-SOLUTIONS INTL to any affiliate, director or officer of BIO-SOLUTIONS INTL as described in Schedule "F" hereto;
(ii) "BIO-SOLUTIONS INTL Equipment" means all machinery, equipment, furniture, and furnishings used in the BIO-SOLUTIONS INTL Business, including, without limitation, the items more particularly described in Schedule "G" hereto;
(jj) "BIO-SOLUTIONS INTL Goodwill" means the goodwill of the BIO-SOLUTIONS INTL Business including the right to all corporate, operating and trade names associated with the BIO-SOLUTIONS INTL Business, or any variations of such names as part of or in connection with the BIO-SOLUTIONS INTL Business, all books and records and other information relating to the BIO-SOLUTIONS INTL Business, all necessary licenses and authorizations and any other rights used in connection with the BIO-SOLUTIONS INTL Business;
(kk) "BIO-SOLUTIONS INTL Insurance Policies" means the public liability insurance and insurance against loss or damage to the BIO-SOLUTIONS INTL Assets and the BIO-SOLUTIONS INTL Business as described in Schedule "H" hereto;
(ll) "BIO-SOLUTIONS INTL Intangible Assets" means all of the intangible assets of BIO-SOLUTIONS INTL and its subsidiaries, including, without limitation, BIO-SOLUTIONS INTL Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of BIO-SOLUTIONS INTL and its subsidiaries;
(mm) "BIO-SOLUTIONS INTL Inventory" means all inventory and supplies of the BIO-SOLUTIONS INTL Business as of June 30, 2005, as set forth in Schedule "I" hereto;
(nn) "BIO-SOLUTIONS INTL Material Contracts" means the burden and benefit of and the right, title and interest of BIO-SOLUTIONS INTL and its subsidiaries in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which BIO-SOLUTIONS INTL or its subsidiaries are entitled whereunder BIO-SOLUTIONS INTL or its subsidiaries are obligated to pay or entitled to receive the sum of $10,000 or more including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice, and those contracts listed in Schedule "J" hereto;
(oo) "Surviving Company" means the Acquiror following the merger with Omnimed.
Any other terms defined within the text of this Agreement will have the meanings so ascribed to them.
Captions and Section Numbers
1.2 The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.
Section References and Schedules
1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or other subdivision is to the particular Article, section, clause or other subdivision of this Agreement and any reference to a Schedule by letter will mean the appropriate Schedule attached to this Agreement and by such reference the appropriate Schedule is incorporated into and made part of this Agreement. The Schedules to this Agreement are as follows:
Information concerning BIO-SOLUTIONS INTL
Schedule "C" BIO-SOLUTIONS INTL Accounts Payable and Liabilities Schedule "D" BIO-SOLUTIONS INTL Accounts Receivable Schedule "E" BIO-SOLUTIONS INTL Bank Accounts Schedule "F" BIO-SOLUTIONS INTL Debts to Related Parties Schedule "G" BIO-SOLUTIONS INTL Equipment Schedule "H" BIO-SOLUTIONS INTL Insurance Policies Schedule "I" BIO-SOLUTIONS INTL Inventory Schedule "J" BIO-SOLUTIONS INTL Material Contracts |
Severability of Clauses
1.4 If any part of this Agreement is declared or held to be invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held to be invalid.
ARTICLE 2
THE MERGER
The Merger
2.1 At Closing, Omnimed shall be merged with and into the Acquirer pursuant to this Agreement and Plan of Merger and the separate corporate existence of Omnimed shall cease and the Acquirer, as it exists from and after the Closing, shall be the Surviving Company.
Effect of the Merger
2.2 The Merger shall have the effect provided therefor by the State Corporation Law. Without limiting the generality of the foregoing, and subject thereto, at Closing (i) all the rights, privileges, immunities, powers and franchises, of a public as well as of a private nature, and all property, real, personal and mixed, and all debts due on whatever account, including without limitation subscriptions to shares, and all other choses in action, and all and every other interest of or belonging to or due to Omnimed or the Acquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in, the Surviving Company without further act or deed; and all property, rights and privileges, immunities, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Company, as they were of Omnimed and the Acquirer, as a group, and (ii) all debts, liabilities, duties and obligations of Omnimed and the Acquirer, as a group, subject to the terms hereof, shall become the debts, liabilities and duties of the Surviving Company and the Surviving Company shall thenceforth be responsible and liable for all debts, liabilities, duties and obligations of Omnimed and the Acquirer, as a group, and neither the rights of creditors nor any liens upon the property of Omnimed or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against the Surviving Company.
Certificate of Incorporation; Bylaws; Directors and Officers
2.3 The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of the Acquirer until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of the Acquirer as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of
Omnimed at the Effective Time shall continue to be the Directors of the Surviving Company after the Closing.
Conversion of Securities
2.4 At the Effective Time, by virtue of the Merger and without any action on the part of the Acquirer, Omnimed or the Omnimed Shareholders, the shares of capital stock of each of Omnimed and the Acquirer shall be converted as follows:
(a) Capital Stock of the Acquirer. Each issued and outstanding share of the Acquirer's capital stock shall continue to be issued and outstanding and shall be converted into one share of validly issued, fully paid, and non-assessable common stock of the Surviving Company. Each stock certificate of the Acquirer evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Company.
(b) Conversion of Omnimed Shares. Each Omnimed Share that is issued and outstanding at the Effective Time shall automatically be cancelled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive at the time and in the amounts described in this Agreement an amount of Acquisition Shares equal to the number of Acquisition Shares divided by the number of Omnimed Shares outstanding immediately prior to Closing. All such Omnimed Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Acquisition Shares paid in consideration therefor upon the surrender of such certificate in accordance with this Agreement.
Adherence with Applicable Securities Laws
2.5 The Omnimed Shareholders agree that they are acquiring the Acquisition Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Acquisition Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act of 1933, as amended) directly or indirectly unless:
(a) the sale is to BIO-SOLUTIONS INTL;
(b) the sale is made pursuant to the exemption from registration under the Securities Act of 1933,as amended, provided by Rule 144 thereunder; or
(c) the Acquisition Shares are sold in a transaction that does not require registration under the Securities Act of 1933, as amended, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to BIO-SOLUTIONS INTL an opinion of counsel to that effect or such other written opinion as may be reasonably required by BIO-SOLUTIONS INTL.
The Omnimed Shareholders acknowledge that the certificates representing the Acquisition Shares shall bear the following legend:
NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SAID ACT IS THEN IN FACT APPLICABLE TO SAID SHARES.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF BIO-SOLUTIONS INTL
Representations and Warranties
3.1 BIO-SOLUTIONS INTL hereby represents and warrants in all material respects to Omnimed and the Omnimed Shareholders, with the intent that Omnimed and the Omnimed Shareholders will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:
BIO-SOLUTIONS INTL - Corporate Status and Capacity
(a) Incorporation. BIO-SOLUTIONS INTL is a corporation duly incorporated and validly subsisting under the laws of the State of Nevada, and is in good standing with the office of the Secretary of State for the State of Nevada;
(b) Carrying on Business. BIO-SOLUTIONS INTL conducts the business described in its filings with the Securities and Exchange Commission and does not conduct any other business. BIO-SOLUTIONS INTL is duly authorized to carry on such business in Nevada. The nature of the BIO-SOLUTIONS INTL Business does not require BIO-SOLUTIONS INTL to register or otherwise be qualified to carry on business in any other jurisdictions;
(c) Corporate Capacity. BIO-SOLUTIONS INTL has the corporate power, capacity and authority to own the BIO-SOLUTIONS INTL Assets and to enter into and complete this Agreement;
(d) Reporting Status; Listing. BIO-SOLUTIONS INTL is currently required to file current reports with the Securities and Exchange Commission pursuant to section 15(d) of the Securities Exchange Act of 1934, and the BIO-SOLUTIONS INTL Common Shares are quoted on the "Bulletin Board";
Acquirer - Corporate Status and Capacity
(e) Incorporation. The Acquirer is a corporation duly incorporated and validly subsisting under the laws of the State of Nevada, and is in good standing with the office of the Secretary of State for the State of Nevada;
(f) Carrying on Business. Other than corporate formation and organization, the Acquirer has not carried on business activities to date;
(g) Corporate Capacity. The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;
BIO-SOLUTIONS INTL - Capitalization
(h) Authorized Capital. The authorized capital of BIO-SOLUTIONS INTL consists of 100,000,000 BIO-SOLUTIONS INTL Common Shares, $0.0001 par value and 10,000,000 shares of preferred stock. $0.001 par value, of which 520,694 BIO-SOLUTIONS INTL Common Shares, and no shares of preferred stock are presently issued and outstanding;
(i) No Option, Warrant or Other Right. No person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of BIO-SOLUTIONS INTL Common Shares or for the purchase, subscription or issuance of any of the unissued shares in the capital of BIO-SOLUTIONS INTL;
Acquirer Capitalization
(j) Authorized Capital. The authorized capital of the Acquirer consists of 200 shares of common stock, $0.0001 par value, of which one share of common stock is presently issued and outstanding;
(k) No Option, Warrant or Other Right. No person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of any common or preferred shares in the Acquirer or for the purchase, subscription or issuance of any of the unissued shares in the capital of Acquirer;
BIO-SOLUTIONS INTL - Records and Financial Statements
(l) Charter Documents. The charter documents of BIO-SOLUTIONS INTL and the Acquirer have not been altered since the incorporation of each, respectively, except as filed in the record books of BIO-SOLUTIONS INTL or the Acquirer, as the case may be;
(m) Corporate Minute Books. The corporate minute books of BIO-SOLUTIONS INTL and its subsidiaries are complete and each of the minutes contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by BIO-SOLUTIONS INTL and its subsidiaries which required director or shareholder approval are reflected on the corporate minute books of BIO-SOLUTIONS INTL and its subsidiaries. BIO-SOLUTIONS INTL and its subsidiaries are not in violation or breach of, or in default with respect to, any term of their respective Certificates of Incorporation (or other charter documents) or by-laws.
(n) BIO-SOLUTIONS INTL Financial Statements. The Audited BIO-SOLUTIONS INTL Financial Statements, when delivered, will present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of BIO-SOLUTIONS INTL as of the respective dates thereof, and the sales and earnings of the BIO-SOLUTIONS INTL Business during the periods covered thereby, in all material respects, and will have been prepared in substantial accordance with generally accepted accounting principles consistently applied and the requirements of Item 310 of Regulation SB as promulgated by the Securities and Exchange Commission;
(o) BIO-SOLUTIONS INTL Accounts Payable and Liabilities. There are no material liabilities, contingent or otherwise, of BIO-SOLUTIONS INTL or its subsidiaries which are not disclosed in Schedule "C" hereto or reflected in the Unaudited BIO-SOLUTIONS INTL Financial Statements except those incurred in the ordinary course of business since the date of the said schedule and the Unaudited BIO-SOLUTIONS INTL
Financial Statements, and neither BIO-SOLUTIONS INTL nor its subsidiaries have guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation. Without limiting the generality of the foregoing, all accounts payable and liabilities of BIO-SOLUTIONS INTL as of June 30, 2005, are described in Schedule "C" hereto;
(p) BIO-SOLUTIONS INTL Accounts Receivable. All the BIO-SOLUTIONS INTL Accounts Receivable result from bona fide business transactions and services actually rendered without, to the knowledge and belief of BIO-SOLUTIONS INTL, any claim by the obligor for set-off or counterclaim. Without limiting the generality of the foregoing, all accounts receivable of BIO-SOLUTIONS INTL as of June 30, 2005, are described in Schedule "D" hereto;
(q) BIO-SOLUTIONS INTL Bank Accounts. All of the BIO-SOLUTIONS INTL Bank Accounts, their location, numbers and the authorized signatories thereto are as set forth in Schedule "E" hereto;
(r) No Debt to Related Parties. Except as disclosed in Schedule "F" hereto, neither BIO-SOLUTIONS INTL nor any of its subsidiaries is, and on Closing will not be, indebted to any affiliate, director or officer of BIO-SOLUTIONS INTL except accounts payable on account of bona fide business transactions of BIO-SOLUTIONS INTL incurred in normal course of the BIO-SOLUTIONS INTL Business, including employment agreements, none of which are more than 30 days in arrears;
(s) No Related Party Debt to BIO-SOLUTIONS INTL. No director or officer or affiliate of BIO-SOLUTIONS INTL is now indebted to or under any financial obligation to BIO-SOLUTIONS INTL or any subsidiary on any account whatsoever, except for advances on account of travel and other expenses not exceeding $1,000 in total;
(t) No Dividends. No dividends or other distributions on any shares in the capital of BIO-SOLUTIONS INTL have been made, declared or authorized since the date of Unaudited BIO-SOLUTIONS INTL Financial Statements;
(u) No Payments. No payments of any kind have been made or authorized since the date of the Unaudited BIO-SOLUTIONS INTL Financial Statements to or on behalf of officers, directors, shareholders or employees of BIO-SOLUTIONS INTL or its subsidiaries or under any management agreements with BIO-SOLUTIONS INTL or its subsidiaries, except payments made in the ordinary course of business and at the regular rates of salary or other remuneration payable to them;
(v) No Pension Plans. There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting BIO-SOLUTIONS INTL;
(w) No Adverse Events. Since the date of the Unaudited BIO-SOLUTIONS INTL Financial Statements
(i) there has not been any material adverse change in the consolidated financial position or condition of BIO-SOLUTIONS INTL, its subsidiaries, its liabilities or the BIO-SOLUTIONS INTL Assets or any damage, loss or other change in circumstances materially affecting BIO-SOLUTIONS INTL, the BIO-SOLUTIONS INTL Business or the BIO-SOLUTIONS INTL Assets or BIO-SOLUTIONS INTL' right to carry on the BIO-SOLUTIONS INTL Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event
(whether or not covered by insurance) materially and adversely affecting BIO-SOLUTIONS INTL, its subsidiaries, the BIO-SOLUTIONS INTL Business or the BIO-SOLUTIONS INTL Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by BIO-SOLUTIONS INTL to any of BIO-SOLUTIONS INTL' officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the BIO-SOLUTIONS INTL Business has been and continues to be carried on in the ordinary course,
(v) BIO-SOLUTIONS INTL has not waived or surrendered any right of material value,
(vi) neither BIO-SOLUTIONS INTL nor its subsidiaries have discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made.
BIO-SOLUTIONS INTL - Income Tax Matters
(x) Tax Returns. All tax returns and reports of BIO-SOLUTIONS INTL and its subsidiaries required by law to be filed have been filed and are true, complete and correct, and any taxes payable in accordance with any return filed by BIO-SOLUTIONS INTL and its subsidiaries or in accordance with any notice of assessment or reassessment issued by any taxing authority have been so paid;
(y) Current Taxes. Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by BIO-SOLUTIONS INTL or its subsidiaries. BIO-SOLUTIONS INTL is not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns;
BIO-SOLUTIONS INTL - Applicable Laws and Legal Matters
(z) Licenses. BIO-SOLUTIONS INTL and its subsidiaries hold all licenses and permits as may be requisite for carrying on the BIO-SOLUTIONS INTL Business in the manner in which it has heretofore been carried on, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a material adverse effect on the BIO-SOLUTIONS INTL Business;
(aa) Applicable Laws. Neither BIO-SOLUTIONS INTL nor its subsidiaries have been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which they are subject or which apply to them the violation of which would have a material adverse effect on the BIO-SOLUTIONS INTL Business, and to BIO-SOLUTIONS INTL' knowledge, neither BIO-SOLUTIONS INTL nor its subsidiaries are in breach of any laws, ordinances, statutes, regulations, bylaws, orders or decrees the contravention of which would result in a material adverse impact on the BIO-SOLUTIONS INTL Business;
(bb) Pending or Threatened Litigation. There is no material litigation or administrative or governmental proceeding pending or threatened against or relating to BIO-SOLUTIONS INTL, its subsidiaries, the BIO-SOLUTIONS INTL Business, or any of the BIO-SOLUTIONS INTL Assets nor does BIO-SOLUTIONS INTL have any knowledge of any deliberate act or omission of BIO-SOLUTIONS INTL or its subsidiaries that would form any material basis for any such action or proceeding;
(cc) No Bankruptcy. Neither BIO-SOLUTIONS INTL nor its subsidiaries have made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition has been filed or presented against BIO-SOLUTIONS INTL or its subsidiaries and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of BIO-SOLUTIONS INTL or its subsidiaries;
(dd) Labor Matters. Neither BIO-SOLUTIONS INTL nor its subsidiaries are party to any collective agreement relating to the BIO-SOLUTIONS INTL Business with any labor union or other association of employees and no part of the BIO-SOLUTIONS INTL Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of BIO-SOLUTIONS INTL, has made any attempt in that regard;
(ee) Finder's Fees. Neither BIO-SOLUTIONS INTL nor its subsidiaries are party to any agreement which provides for the payment of finder's fees, brokerage fees, commissions or other fees or amounts which are or may become payable to any third party in connection with the execution and delivery of this Agreement and the transactions contemplated herein;
Execution and Performance of Agreement
(ff) Authorization and Enforceability. The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of BIO-SOLUTIONS INTL and the Acquirer;
(gg) No Violation or Breach. The execution and performance of this Agreement will not:
(i) violate the charter documents of BIO-SOLUTIONS INTL or the Acquirer or result in any breach of, or default under, any loan agreement, mortgage, deed of trust, or any other agreement to which BIO-SOLUTIONS INTL or its subsidiaries are party,
(ii) give any person any right to terminate or cancel any agreement including, without limitation, the BIO-SOLUTIONS INTL Material Contracts, or any right or rights enjoyed by BIO-SOLUTIONS INTL or its subsidiaries,
(iii) result in any alteration of BIO-SOLUTIONS INTL' or its subsidiaries' obligations under any agreement to which BIO-SOLUTIONS INTL or its subsidiaries are party including, without limitation, the BIO-SOLUTIONS INTL Material Contracts,
(iv) result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the BIO-SOLUTIONS INTL Assets,
(v) result in the imposition of any tax liability to BIO-SOLUTIONS
INTL or its subsidiaries relating to the BIO-SOLUTIONS INTL Assets, or
(vi) violate any court order or decree to which either BIO-SOLUTIONS INTL or its subsidiaries are subject;
The BIO-SOLUTIONS INTL Assets - Ownership and Condition
(hh) Business Assets. The BIO-SOLUTIONS INTL Assets comprise all of the property and assets of the BIO-SOLUTIONS INTL Business, and no other person, firm or corporation owns any assets used by BIO-SOLUTIONS INTL or its subsidiaries in operating the BIO-SOLUTIONS INTL Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in Schedules "F" or "J" hereto;
(ii) Title. BIO-SOLUTIONS INTL or its subsidiaries are the legal and beneficial owner of the BIO-SOLUTIONS INTL Assets, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed in Schedules "F" or "J" hereto;
(jj) No Option. No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of any of the BIO-SOLUTIONS INTL Assets;
(kk) BIO-SOLUTIONS INTL Insurance Policies. BIO-SOLUTIONS INTL and its subsidiaries maintain the public liability insurance and insurance against loss or damage to the BIO-SOLUTIONS INTL Assets and the BIO-SOLUTIONS INTL Business as described in Schedule "H" hereto;
(ll) BIO-SOLUTIONS INTL Material Contracts. The BIO-SOLUTIONS INTL Material Contracts listed in Schedule "J" constitute all of the material contracts of BIO-SOLUTIONS INTL and its subsidiaries;
(mm) No Default. There has not been any default in any material obligation of BIO-SOLUTIONS INTL or any other party to be performed under any of the BIO-SOLUTIONS INTL Material Contracts, each of which is in good standing and in full force and effect and unamended (except as disclosed in Schedule "J" hereto), and BIO-SOLUTIONS INTL is not aware of any default in the obligations of any other party to any of the BIO-SOLUTIONS INTL Material Contracts;
(nn) No Compensation on Termination. There are no agreements, commitments or understandings relating to severance pay or separation allowances on termination of employment of any employee of BIO-SOLUTIONS INTL or its subsidiaries. Neither BIO-SOLUTIONS INTL nor its subsidiaries are obliged to pay benefits or share profits with any employee after termination of employment except as required by law;
BIO-SOLUTIONS INTL Assets - BIO-SOLUTIONS INTL Equipment
(oo) BIO-SOLUTIONS INTL Equipment. The BIO-SOLUTIONS INTL Equipment has been maintained in a manner consistent with that of a reasonably prudent owner and such equipment is in good working condition;
BIO-SOLUTIONS INTL Assets - BIO-SOLUTIONS INTL Goodwill and Other Assets
(pp) BIO-SOLUTIONS INTL Goodwill. BIO-SOLUTIONS INTL and its subsidiaries does not carry on the BIO-SOLUTIONS INTL Business under any other business or trade names. BIO-SOLUTIONS INTL does not have any
knowledge of any infringement by BIO-SOLUTIONS INTL or its subsidiaries of any patent, trademarks, copyright or trade secret;
The BIO-SOLUTIONS INTL Business
(qq) Maintenance of Business. Since the date of the Unaudited BIO-SOLUTIONS INTL Financial Statements, BIO-SOLUTIONS INTL and its subsidiaries have not entered into any material agreement or commitment except in the ordinary course and except as disclosed herein;
(rr) Subsidiaries. Except for the Acquirer, BIO-SOLUTIONS INTL does not own any subsidiaries and does not otherwise own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm; and
BIO-SOLUTIONS INTL - Acquisition Shares
(ss) Acquisition Shares. The Acquisition Shares when delivered to the holders of Omnimed Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares and the Acquisition Shares shall be transferable upon the books of BIO-SOLUTIONS INTL, in all cases subject to the provisions and restrictions of all applicable securities laws.
Non-Merger and Survival
3.2 The representations and warranties of BIO-SOLUTIONS INTL contained herein will be true at and as of Closing in all material respects as though such representations and warranties were made as of such time. Notwithstanding the completion of the transactions contemplated hereby, the waiver of any condition contained herein (unless such waiver expressly releases a party from any such representation or warranty) or any investigation made by Omnimed or the Omnimed Shareholders, the representations and warranties of BIO-SOLUTIONS INTL shall survive the Closing.
Indemnity
3.3 BIO-SOLUTIONS INTL agrees to indemnify and save harmless Omnimed and the Omnimed Shareholders from and against any and all claims, demands, actions, suits, proceedings, assessments, judgments, damages, costs, losses and expenses, including any payment made in good faith in settlement of any claim (subject to the right of BIO-SOLUTIONS INTL to defend any such claim), resulting from the breach by it of any representation or warranty made under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished by BIO-SOLUTIONS INTL to Omnimed or the Omnimed Shareholders hereunder.
ARTICLE 4
COVENANTS OF BIO-SOLUTIONS INTL
Covenants
4.1 BIO-SOLUTIONS INTL covenants and agrees with Omnimed and the Omnimed Shareholders that it will:
(a) Conduct of Business. Until the Closing, conduct the BIO-SOLUTIONS INTL Business diligently and in the ordinary course consistent with the manner in which the BIO-SOLUTIONS INTL Business generally has been operated up to the date of execution of this Agreement;
(b) Preservation of Business. Until the Closing, use its best efforts to preserve the BIO-SOLUTIONS INTL Business and the BIO-SOLUTIONS INTL Assets and, without limitation, preserve for Omnimed BIO-SOLUTIONS INTL's and its subsidiaries' relationships with any third party having business relations with them;
(c) Access. Until the Closing, give Omnimed, the Omnimed Shareholders, and their representatives full access to all of the properties, books, contracts, commitments and records of BIO-SOLUTIONS INTL, and furnish to Omnimed, the Omnimed Shareholders and their representatives all such information as they may reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps required to obtain, prior to Closing, any and all third party consents required to permit the Merger and to preserve and maintain the BIO-SOLUTIONS INTL Assets notwithstanding the change in control of Omnimed arising from the Merger;
(e) Name Change. Forthwith after the Closing, take such steps are required to change the name of BIO-SOLUTIONS INTL to "Omnimed International, Inc." or such similar name as may be acceptable to the board of directors of Omnimed; and
(f) Registration of Spin-off Shares. Forthwith after the Closing, take such steps as are required to register the shares of Bio-Solutions Franchise Corp. that were spun-off to the shareholders of BIO-SOLUTIONS INTL, by way of filing either a Registration Statement on Form 10 or Form SB-2.
Authorization
4.2 BIO-SOLUTIONS INTL hereby agrees to authorize and direct any and all federal, state, municipal, foreign and international governments and regulatory authorities having jurisdiction respecting BIO-SOLUTIONS INTL and its subsidiaries to release any and all information in their possession respecting BIO-SOLUTIONS INTL and its subsidiaries to Omnimed. BIO-SOLUTIONS INTL shall promptly execute and deliver to Omnimed any and all consents to the release of information and specific authorizations which Omnimed reasonably requires to gain access to any and all such information.
Survival
4.3 The covenants set forth in this Article shall survive the Closing for the benefit of Omnimed and the Omnimed Shareholders.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF
THE OMNIMED SHAREHOLDERS
Representations and Warranties
5.1 The Omnimed Shareholders hereby jointly and severally represent and warrant in all material respects to BIO-SOLUTIONS INTL, with the intent that it will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:
Omnimed - Corporate Status and Capacity
(a) Incorporation. Omnimed is a corporation duly incorporated and validly subsisting under the laws of the State of Nevada, and is in good
standing with the office of the Secretary of State for the State of Nevada;
(b) Carrying on Business. Omnimed is duly authorized to carry on such business in all jurisdictions where the nature of its business requires it to do so;
(c) Corporate Capacity. Omnimed has the corporate power, capacity and authority to own the Omnimed Assets and to enter into and complete this Agreement;
Omnimed - Capitalization
(d) Authorized Capital. The authorized capital of Omnimed consists of 50,000,000 shares of common stock, $.001 par value per share;
(e) (e) Ownership of Omnimed Shares. The issued and outstanding share capital of Omnimed will on Closing consist of 49,474,500 common shares (being the Omnimed Shares), which shares on Closing shall be validly issued and outstanding as fully paid and non-assessable shares. The Omnimed Shareholders will be at Closing the registered and beneficial owners of 49,474,500 Omnimed Shares. The Omnimed Shares owned by the Omnimed Shareholders will on Closing be free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever;
(f) No Option, Warrant or Other Right. Except as disclosed on Schedule 5.1, No person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of Omnimed Shares held by the Omnimed Shareholders or for the purchase, subscription or issuance of any of the unissued shares in the capital of Omnimed;
(g) No Restrictions. There are no restrictions on the transfer, sale or other disposition of Omnimed Shares contained in the charter documents of Omnimed or under any agreement;
Omnimed - Records and Financial Statements
(h) Charter Documents. The charter documents of Omnimed have not been altered since its incorporation date, except as filed in the record books of Omnimed;
(i) Corporate Minute Books. The corporate minute books of Omnimed are complete and each of the minutes contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by Omnimed which required director or shareholder approval are reflected on the corporate minute books of Omnimed. Neither Omnimed are in violation or breach of, or in default with respect to, any term of their respective Certificates of Incorporation (or other charter documents) or by-laws;
(j) Omnimed Accounts Payable and Liabilities. There are no material liabilities, contingent or otherwise, of Omnimed which are not disclosed in the Statement of Omnimed Accounts Payable and Liabilities, and Omnimed has not guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation;
(k) Omnimed Accounts Receivable. All the Omnimed Accounts Receivable result from bona fide business transactions and services actually rendered without, to the knowledge and belief of the Omnimed Shareholders, any claim by the obligor for set-off or counterclaim. Without limiting the generality of the foregoing, all accounts receivable of Omnimed as of June 30, 2005, will be described in the Statement of Omnimed Accounts Receivable;
(l) Omnimed Bank Accounts. All of the Omnimed Bank Accounts, their location, numbers and the authorized signatories at the Closing Date will be set forth in the Statement of Omnimed Bank Accounts;
(m) No Debt to Related Parties. Except as disclosed in the Statement of Omnimed Debts to Related Parties, Omnimed will on Closing not be indebted to the Omnimed Shareholders nor to any family member thereof, nor to any affiliate, director or officer of Omnimed or the Omnimed Shareholders except accounts payable on account of bona fide business transactions of Omnimed incurred in normal course of Omnimed Business, including employment agreements with the Omnimed Shareholders, none of which are more than 30 days in arrears;
(n) No Related Party Debt to Omnimed. No Omnimed Shareholder nor any director, officer or affiliate of Omnimed are now indebted to or under any financial obligation to Omnimed on any account whatsoever, except for advances on account of travel and other expenses not exceeding $5,000 in total;
(o) No Dividends. No dividends or other distributions on any shares in the capital of Omnimed have been made, declared or authorized since the date of the Omnimed Financial Statements;
(p) No Payments. No payments of any kind have been made or authorized since the date of the Omnimed Financial Statements to or on behalf of the Omnimed Shareholders or to or on behalf of officers, directors, shareholders or employees of Omnimed or under any management agreements with Omnimed, except payments made in the ordinary course of business and at the regular rates of salary or other remuneration payable to them;
(q) No Pension Plans. There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting Omnimed, other than any such plans disclosed in the Omnimed Financial Statements;
(r) No Adverse Events. Since the date of the Omnimed Financial Statements:
(i) there has not been any Material Adverse Change in the consolidated financial position or condition of Omnimed, its liabilities or the Omnimed Assets or any damage, loss or other change in circumstances materially affecting Omnimed, the Omnimed Business or the Omnimed Assets or Omnimed's right to carry on the Omnimed Business, other than changes in the ordinary course of business,
(ii) there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting Omnimed, the Omnimed Business or the Omnimed Assets,
(iii) there has not been any material increase in the compensation payable or to become payable by Omnimed to the Omnimed Shareholders or to any of Omnimed's officers, employees or agents or any bonus, payment or arrangement made to or with any of them,
(iv) the Omnimed Business has been and continues to be carried on in the ordinary course,
(v) Omnimed has not waived or surrendered any right of material value,
(vi) Omnimed has discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $10,000 individually or $30,000 in total have been authorized or made;
Omnimed - Income Tax Matters
(s) Tax Returns. All tax returns and reports of Omnimed required by law to be filed have been filed and are true, complete and correct, and any taxes payable in accordance with any return filed by Omnimed or in accordance with any notice of assessment or reassessment issued by any taxing authority have been so paid;
(t) Current Taxes. Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by Omnimed. Omnimed is not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns;
Omnimed - Applicable Laws and Legal Matters
(u) Licenses. Omnimed holds all licenses and permits as may be requisite for carrying on the Omnimed Business in the manner in which it has heretofore been carried on, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a material adverse effect on the Omnimed Business;
(v) Applicable Laws. Omnimed has not been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which they are subject or which applies to them the violation of which would have a material adverse effect on the
Omnimed Business, and, to the knowledge of the Omnimed Shareholders, Omnimed is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees the contravention of which would result in a material adverse impact on the Omnimed Business;
(w) Pending or Threatened Litigation. There is no material litigation or administrative or governmental proceeding pending or threatened against or relating to Omnimed, the Omnimed Business, or any of the Omnimed Assets, nor do the Omnimed Shareholders have any knowledge of any deliberate act or omission of Omnimed that would form any material basis for any such action or proceeding;
(x) No Bankruptcy. Omnimed has not made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition has been filed or presented against Omnimed and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of Omnimed;
(y) Labor Matters. Omnimed is not party to any collective agreement relating to the Omnimed Business with any labor union or other association of employees and no part of the Omnimed Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of the Omnimed Shareholders, has made any attempt in that regard.
(z) Finder's Fees. Omnimed is not party to any agreement which provides for the payment of finder's fees, brokerage fees, commissions or other fees or amounts which are or may become payable to any third party in connection with the execution and delivery of this Agreement and the transactions contemplated herein;
Execution and Performance of Agreement
(aa) Authorization and Enforceability. The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Omnimed;
(bb) No Violation or Breach. The execution and performance of this Agreement will not
(i) violate the charter documents of Omnimed or result in any breach of, or default under, any loan agreement, mortgage, deed of trust, or any other agreement to which Omnimed is a party,
(ii) give any person any right to terminate or cancel any agreement including, without limitation, Omnimed Material Contracts, or any right or rights enjoyed by Omnimed,
(iii) result in any alteration of Omnimed's obligations under any agreement to which Omnimed is a party including, without limitation, the Omnimed Material Contracts,
(iv) result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the Omnimed Assets,
(v) result in the imposition of any tax liability to Omnimed relating to Omnimed Assets or the Omnimed Shares, or
(vi) violate any court order or decree to which Omnimed is subject;
Omnimed Assets - Ownership and Condition
(cc) Business Assets. The Omnimed Assets comprise all of the property and assets of the Omnimed Business, and neither the Omnimed Shareholders nor any other person, firm or corporation owns any assets used by Omnimed in operating the Omnimed Business, whether under a lease, rental agreement or other arrangement, other than as disclosed in the Statement of Omnimed Equipment or the Statement of Omnimed Material Contracts;
(dd) Title. Omnimed is the legal and beneficial owner of the Omnimed Assets, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed in the Statement of Omnimed Equipment or the Statement of Omnimed Material Contracts;
(ee) No Option. No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of any of the Omnimed Assets;
(ff) Omnimed Insurance Policies. Omnimed maintains the public liability insurance and insurance against loss or damage to the Omnimed Assets and the Omnimed Business as described in the Statement of Omnimed Insurance;
(gg) Omnimed Material Contracts. The Omnimed Material Contracts listed in the Statement of Omnimed Material Contracts constitute all of the material contracts of Omnimed;
(hh) No Default. There has not been any default in any material obligation of Omnimed or any other party to be performed under any of Omnimed Material Contracts, each of which is in good standing and in full force and effect and unamended (except as disclosed in the Statement of Omnimed Material Contracts), and Omnimed is not aware of any default in the obligations of any other party to any of the Omnimed Material Contracts;
(ii) No Compensation on Termination. There are no agreements, commitments or understandings relating to severance pay or separation allowances on termination of employment of any employee of Omnimed. Omnimed is not obliged to pay benefits or share profits with any employee after termination of employment except as required by law;
Omnimed Assets - Omnimed Equipment
(jj) Omnimed Equipment. The Omnimed Equipment has been maintained in a manner consistent with that of a reasonably prudent owner and such equipment is in good working condition;
Omnimed Assets - Omnimed Goodwill and Other Assets
(kk) Omnimed Goodwill. Omnimed carries on the Omnimed Business only under the name "Omnimed International, Inc.", and variations thereof and under no other business or trade names. The Omnimed Shareholders do not have any knowledge of any infringement by Omnimed of any patent, trademark, copyright or trade secret;
The Business of Omnimed
(ll) Maintenance of Business. Since the date of the Omnimed Financial Statements, the Omnimed Business has been carried on in the ordinary course and Omnimed has not entered into any material agreement or commitment except in the ordinary course; and
(mm) Subsidiaries. Omnimed does not own any subsidiaries and does not otherwise own, directly or indirectly, any shares or interest in any
other corporation, partnership, joint venture or firm and Omnimed does not own any subsidiary and does not otherwise own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm.
Non-Merger and Survival
5.2 The representations and warranties of Omnimed contained herein will be true at and as of Closing in all material respects as though such representations and warranties were made as of such time. Notwithstanding the completion of the transactions contemplated hereby, the waiver of any condition contained herein (unless such waiver expressly releases a party from any such representation or warranty) or any investigation made by BIO-SOLUTIONS INTL, the representations and warranties of Omnimed shall survive the Closing.
Indemnity
5.3 The Omnimed Shareholders agree to indemnify and save harmless BIO-SOLUTIONS INTL from and against any and all claims, demands, actions, suits, proceedings, assessments, judgments, damages, costs, losses and expenses, including any payment made in good faith in settlement of any claim (subject to the right of the Omnimed Shareholders to defend any such claim), resulting from the breach by any of them of any representation or warranty of such party made under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished by Omnimed or the Omnimed Shareholders to BIO-SOLUTIONS INTL hereunder.
ARTICLE 6
COVENANTS OF OMNIMED AND
THE OMNIMED SHAREHOLDERS
Covenants
6.1 Omnimed and the Omnimed Shareholders covenant and agree with BIO-SOLUTIONS INTL that they will:
(a) Conduct of Business. Until the Closing, conduct the Omnimed Business diligently and in the ordinary course consistent with the manner in which the Omnimed Business generally has been operated up to the date of execution of this Agreement;
(b) Preservation of Business. Until the Closing, use their best efforts to preserve the Omnimed Business and the Omnimed Assets and, without limitation, preserve for BIO-SOLUTIONS INTL Omnimed's relationships with their suppliers, customers and others having business relations with them;
(c) Access. Until the Closing, give BIO-SOLUTIONS INTL and its representatives full access to all of the properties, books, contracts, commitments and records of Omnimed relating to Omnimed, the Omnimed Business and the Omnimed Assets, and furnish to BIO-SOLUTIONS INTL and its representatives all such information as they may reasonably request;
(d) Procure Consents. Until the Closing, take all reasonable steps required to obtain, prior to Closing, any and all third party consents required to permit the Merger and to preserve and maintain the Omnimed Assets, including the Omnimed Material Contracts, notwithstanding the change in control of Omnimed arising from the Merger;
(e) Name Change. Forthwith after the Closing, Omnimed and the Omnimed Shareholders shall take such steps are required to change the name of
BIO-SOLUTIONS INTL to "Omnimed International, Inc" or such similar name as may be acceptable to the board of directors of BIO-SOLUTIONS INTL;
Authorization
6.2 Omnimed hereby agrees to authorize and direct any and all federal, state, municipal, foreign and international governments and regulatory authorities having jurisdiction respecting Omnimed to release any and all information in their possession respecting Omnimed to BIO-SOLUTIONS INTL. Omnimed shall promptly execute and deliver to BIO-SOLUTIONS INTL any and all consents to the release of information and specific authorizations which BIO-SOLUTIONS INTL reasonably require to gain access to any and all such information.
Survival
6.3 The covenants set forth in this Article shall survive the Closing for the benefit of BIO-SOLUTIONS INTL.
ARTICLE 7
[INTENTIONALLY LEFT BLANK]
ARTICLE 8
CONDITIONS PRECEDENT
Conditions Precedent in favor of BIO-SOLUTIONS INTL
8.1 BIO-SOLUTIONS INTL's obligations to carry out the transactions contemplated hereby are subject to the fulfillment of each of the following conditions precedent on or before the Closing:
(a) all documents or copies of documents required to be executed and delivered to BIO-SOLUTIONS INTL hereunder will have been so executed and delivered;
(b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by Omnimed or the Omnimed Shareholders at or prior to the Closing will have been complied with or performed;
(c) title to the Omnimed Shares held by the Omnimed Shareholders and to the Omnimed Assets will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, save and except as disclosed herein;
(d) the Certificate of Merger shall be executed by Omnimed in form acceptable for filing with the Nevada Secretary of State;
(e) subject to Article 9 hereof, there will not have occurred
(i) any material adverse change in the financial position or condition of Omnimed, its liabilities or the Omnimed Assets or any damage, loss or other change in circumstances materially and adversely affecting Omnimed, the Omnimed Business or the Omnimed Assets or Omnimed's right to carry on the Omnimed Business, other than changes in the ordinary course of business, none of which has been materially adverse, or
(ii) any damage, destruction, loss or other event, including changes to any laws or statutes applicable to Omnimed or the Omnimed Business (whether or not covered by insurance) materially and
adversely affecting Omnimed, the Omnimed Business or the Omnimed Assets;
(f) Omnimed will have caused the Additional Omnimed Statements to be prepared and delivered to BIO-SOLUTIONS INTL; and
(g) the transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the subject matter hereof, if any.
Waiver by BIO-SOLUTIONS INTL
8.2 The conditions precedent set out in the preceding section are inserted for the exclusive benefit of BIO-SOLUTIONS INTL and any such condition may be waived in whole or in part by BIO-SOLUTIONS INTL at or prior to the Closing by delivering to Omnimed a written waiver to that effect signed by BIO-SOLUTIONS INTL. In the event that the conditions precedent set out in the preceding section are not satisfied on or before the Closing, BIO-SOLUTIONS INTL shall be released from all obligations under this Agreement.
Conditions Precedent in Favor of Omnimed and the Omnimed Shareholders
8.3 The obligations of Omnimed and the Omnimed Shareholders to carry out the transactions contemplated hereby are subject to the fulfillment of each of the following conditions precedent on or before the Closing:
(a) all documents or copies of documents required to be executed and delivered to Omnimed hereunder will have been so executed and delivered;
(b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by BIO-SOLUTIONS INTL at or prior to the Closing will have been complied with or performed;
(c) BIO-SOLUTIONS INTL will have delivered the Acquisition Shares to be issued pursuant to the terms of the Merger to Omnimed at the Closing and the Acquisition Shares will be registered on the books of BIO-SOLUTIONS INTL in the names of the holders of Omnimed Shares at the Effective Time;
(d) title to the Acquisition Shares will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever;
(e) the Certificate of Merger shall be executed by the Acquirer in form acceptable for filing with the Nevada Secretary of State;
(f) subject to Article 9 hereof, there will not have occurred
(i) any material adverse change in the financial position or condition of BIO-SOLUTIONS INTL, its subsidiaries, their liabilities or the BIO-SOLUTIONS INTL Assets or any damage, loss or other change in circumstances materially and adversely affecting BIO-SOLUTIONS INTL, the BIO-SOLUTIONS INTL Business or the BIO-SOLUTIONS INTL Assets or BIO-SOLUTIONS INTL' right to carry on the BIO-SOLUTIONS INTL Business, other than changes in the ordinary course of business, none of which has been materially adverse, or
(ii) any damage, destruction, loss or other event, including changes to any laws or statutes applicable to BIO-SOLUTIONS INTL or the BIO-SOLUTIONS INTL Business (whether or not covered by insurance)
materially and adversely affecting BIO-SOLUTIONS INTL, its subsidiaries, the BIO-SOLUTIONS INTL Business or the BIO-SOLUTIONS INTL Assets;
(h) the transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the subject matter hereof, if any;
(i) BIO-SOLUTIONS INTL will have delivered the Audited BIO-SOLUTIONS INTL Financial Statements to Omnimed; and
(j) the satisfaction of all liabilities of BIO-SOLUTIONS INTL on or prior to the Closing Date, including, but not limited to the conversion of the liabilities described on Schedule C into an aggregate of 1,500,000 shares of common stock of BIO-SOLUTIONS INTL, save and except for liabilities incurred in connection with the Merger.
Waiver by Omnimed and the Omnimed Shareholders
8.4 The conditions precedent set out in the preceding section are inserted for the exclusive benefit of Omnimed and the Omnimed Shareholders and any such condition may be waived in whole or in part by Omnimed or the Omnimed Shareholders at or prior to the Closing by delivering to BIO-SOLUTIONS INTL a written waiver to that effect signed by Omnimed and the Omnimed Shareholders. In the event that the conditions precedent set out in the preceding section are not satisfied on or before the Closing, Omnimed and the Omnimed Shareholders shall be released from all obligations under this Agreement.
Nature of Conditions Precedent
8.5 The conditions precedent set forth in this Article are conditions of completion of the transactions contemplated by this Agreement and are not conditions precedent to the existence of a binding agreement. Each party acknowledges receipt of the sum of $1.00 and other good and valuable consideration as separate and distinct consideration for agreeing to the conditions of precedent in favor of the other party or parties set forth in this Article.
Termination
8.6 Notwithstanding any provision herein to the contrary, if the Closing does not occur on or before November 30, 2004, this Agreement will be at an end and will have no further force or effect, unless otherwise agreed upon by the parties in writing.
Confidentiality
8.7 Notwithstanding any provision herein to the contrary, the parties hereto agree that the existence and terms of this Agreement are confidential and that if this Agreement is terminated pursuant to the preceding section the parties agree to return to one another any and all financial, technical and business documents delivered to the other party or parties in connection with the negotiation and execution of this Agreement and shall keep the terms of this Agreement and all information and documents received from Omnimed and BIO-SOLUTIONS INTL and the contents thereof confidential and not utilize nor reveal or release same.
ARTICLE 9
RISK
Material Change in the Business of Omnimed
9.1 If any material loss or damage to the Omnimed Business occurs prior to Closing and such loss or damage, in BIO-SOLUTIONS INTL' reasonable opinion,
cannot be substantially repaired or replaced within sixty (60) days, BIO-SOLUTIONS INTL shall, within two (2) days following any such loss or damage, by notice in writing to Omnimed, at its option, either:
(a) terminate this Agreement, in which case no party will be under any further obligation to any other party; or
(b) elect to complete the Merger and the other transactions contemplated hereby, in which case the proceeds and the rights to receive the proceeds of all insurance covering such loss or damage will, as a condition precedent to BIO-SOLUTIONS INTL' obligations to carry out the transactions contemplated hereby, be vested in Omnimed or otherwise adequately secured to the satisfaction of BIO-SOLUTIONS INTL on or before the Closing Date.
Material Change in the BIO-SOLUTIONS INTL Business
9.2 If any material loss or damage to the BIO-SOLUTIONS INTL Business occurs prior to Closing and such loss or damage, in Omnimed's reasonable opinion, cannot be substantially repaired or replaced within sixty (60) days, Omnimed shall, within two (2) days following any such loss or damage, by notice in writing to BIO-SOLUTIONS INTL, at its option, either:
(a) terminate this Agreement, in which case no party will be under any further obligation to any other party; or
(b) elect to complete the Merger and the other transactions contemplated hereby, in which case the proceeds and the rights to receive the proceeds of all insurance covering such loss or damage will, as a condition precedent to Omnimed's obligations to carry out the transactions contemplated hereby, be vested in BIO-SOLUTIONS INTL or otherwise adequately secured to the satisfaction of Omnimed on or before the Closing Date.
ARTICLE 10
CLOSING
Closing
10.1 The Merger and the other transactions contemplated by this Agreement will be closed at the Place of Closing in accordance with the closing procedure set out in this Article.
Documents to be Delivered by Omnimed
10.2 On or before the Closing, Omnimed and the Omnimed Shareholders will deliver or cause to be delivered to BIO-SOLUTIONS INTL:
(a) the original or certified copies of the charter documents of Omnimed and all corporate records documents and instruments of Omnimed and all books and accounts of Omnimed;
(b) all reasonable consents or approvals required to be obtained by Omnimed for the purposes of completing the Merger and preserving and maintaining the interests of Omnimed under any and all Omnimed Material Contracts and in relation to Omnimed Assets;
(c) certified copies of such resolutions of the shareholders and directors of Omnimed as are required to be passed to authorize the execution,
delivery and implementation of this Agreement;
(d) an acknowledgement from Omnimed and the Omnimed Shareholders of the satisfaction of the conditions precedent set forth in section 8.3 hereof;
(e) the Certificate of Merger, duly executed by Omnimed; and
(f) such other documents as BIO-SOLUTIONS INTL may reasonably require to give effect to the terms and intention of this Agreement.
Documents to be Delivered by BIO-SOLUTIONS INTL
10.3 On or before the Closing, BIO-SOLUTIONS INTL shall deliver or cause to be delivered to Omnimed and the Omnimed Shareholders:
(a) share certificates representing the Acquisition Shares duly registered in the names of the holders of shares of Omnimed Common Stock;
(b) certified copies of such resolutions of the directors of BIO-SOLUTIONS INTL as are required to be passed to authorize the execution, delivery and implementation of this Agreement;
(c) a certified copy of a resolution of the directors of BIO-SOLUTIONS INTL dated as of the Closing Date appointing the nominees of Omnimed as officers of Omnimed;
(d) an undated resolution of the directors of BIO-SOLUTIONS INTL appointing the nominee of the Omnimed Shareholders listed below in Article 11 to the board of directors of BIO-SOLUTIONS INTL;
(e) undated resignation of Michael E. Bobrick, as a director of BIO-SOLUTIONS INTL;
(f) an acknowledgement from BIO-SOLUTIONS INTL of the satisfaction of the conditions precedent set forth in section 8.1 hereof;
(g) the Certificate of Merger, duly executed by the Acquirer;
(h) such other documents as Omnimed may reasonably require to give effect to the terms and intention of this Agreement.
ARTICLE 11
POST-CLOSING MATTERS
Forthwith after the Closing, BIO-SOLUTIONS INTL, Omnimed and the Omnimed Shareholders, as the case may be, agree to use all their best efforts to:
(a) file the Certificate of Merger with Secretary of State of the State of Nevada;
(b) within 10 days of the Closing, take such steps are required to change the name of BIO-SOLUTIONS INTL to "OmniMed International, Inc" or such similar name as may be acceptable to the board of directors of BIO-SOLUTIONS INTL;
ARTICLE 12
GENERAL PROVISIONS
Arbitration
12.1 The parties hereto shall attempt to resolve any dispute, controversy, difference or claim arising out of or relating to this Agreement by negotiation in good faith. If such good negotiation fails to resolve such dispute, controversy, difference or claim within fifteen (15) days after any party delivers to any other party a notice of its intent to submit such matter to arbitration, then any party to such dispute, controversy, difference or claim may submit such matter to arbitration in the City of New York, New York.
Notice
12.2 Any notice required or permitted to be given by any party will be deemed to be given when in writing and delivered to the address for notice of the intended recipient by personal delivery, prepaid single certified or registered mail, or telecopier. Any notice delivered by mail shall be deemed to have been received on the fourth business day after and excluding the date of mailing, except in the event of a disruption in regular postal service in which event such notice shall be deemed to be delivered on the actual date of receipt. Any notice delivered personally or by telecopier shall be deemed to have been received on the actual date of delivery.
Addresses for Service
12.3 The address for service of notice of each of the parties hereto is as follows:
(a) BIO-SOLUTIONS INTL or the Acquirer:
BIO-SOLUTIONS INTL, Inc.
1281 SW 28th Avenue
Boynton Beach Fl 33426
(b) Omnimed or the Omnimed Shareholders:
With a copy to:
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Attn: Michael H. Ference, Esq.
Phone: (212) 930-9700
Telecopier: (212) 930-9725
Change of Address
12.4 Any party may, by notice to the other parties change its address for notice to some other address in the United States and will so change its address for notice whenever the existing address or notice ceases to be adequate for
delivery by hand. A post office box may not be used as an address for service.
Further Assurances
12.5 Each of the parties will execute and deliver such further and other documents and do and perform such further and other acts as any other party may reasonably require to carry out and give effect to the terms and intention of this Agreement.
Time of the Essence
12.6 Time is expressly declared to be the essence of this Agreement.
Entire Agreement
12.7 The provisions contained herein constitute the entire agreement among Omnimed, the Omnimed Shareholders, the Acquirer and BIO-SOLUTIONS INTL respecting the subject matter hereof and supersede all previous communications, representations and agreements, whether verbal or written, among Omnimed, the Omnimed Shareholders, the Acquirer and BIO-SOLUTIONS INTL with respect to the subject matter hereof.
Enurement
12.8 This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
Assignment
12.9 This Agreement is not assignable without the prior written consent of the parties hereto.
Counterparts
12.10 This Agreement may be executed in counterparts, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Agreement. Delivery of executed copies of this Agreement by telecopier will constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter.
Applicable Law
12.11 This Agreement is subject to the laws of the State of Nevada.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written.
BIO-SOLUTIONS INTL, INC.
By: /s/ Michael E. Bobrick
Michael E. Bobrick, President
______________________________
-------------------------------
Witness
|
OMNIMED ACQUISITION CORP.
By: /s/ Michael E. Bobrick
Michael E. Bobrick, President
______________________________
-------------------------------
Witness
|
OMNIMED INTERNATIONAL, INC.
By: /s/ Milton Hauser
Milton Hauser, President
______________________________
-------------------------------
Witness
|
SHAREHOLDERS
/s/ Milton Hauser ----------------- Milton Hauser |
Vantage Holding Ltd.
By: /s/ Lyle Hauser
---------------
Name: Lyle Hauser
Title: President
|
Schedule "C"
BIO-SOLUTIONS INTL Accounts Payable and Liabilities
At June 30, 2005, Bio-Solutions owed the following two entities the amounts set forth below:
Access Investments, Inc.:
* - Interest accrues on this loan at the rate of $6,669.94 per month.
Kissimmul, Inc.:
* - Interest accrues on this loan at the rate of $3,454,99 per month.
The aforementioned debt, which has been subsequently assigned, is being converted into an aggregate of 1,500,000 shares of common stock of the Company.
Schedule "D"
BIO-SOLUTIONS INTL Accounts Receivable
N/A
Schedule "E"
BIO-SOLUTIONS INTL Bank Accounts
N/A
Schedule "F"
BIO-SOLUTIONS INTL Debts to Related Parties
N/A
Schedule "G"
BIO-SOLUTIONS INTL Equipment
N/A
Schedule "H"
BIO-SOLUTIONS INTL Insurance Policies
N/A
Schedule "I"
BIO-SOLUTIONS INTL Inventory
N/A
Schedule "J"
BIO-SOLUTIONS INTL Material Contracts
N/A
Schedule 5.1 __
Omnimed Options, Warrant or Other Rights
Omnimed has entered into five employment agreements pursuant to which the employees are entitled to receive a maximum of an additional 875,000 shares of common stock and 150,000 stock options.
In addition, Omnimed has a Stock Option Plan for which it has reserved 3,300,000 shares of common stock. As indicated above, 150,000 options have already been granted pursuant to the employment agreements.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and will be entered into as of the 1st day of
February, 2004, by and between OMNIMED INTERNATIONAL, INC., a Nevada corporation
maintaining its principal offices at 2 Ridgedale Avenue, Suite 217, Cedar
Knolls, N.J. 07927 (the "Company") and MILTON HAUSER ("Employee"), an individual
residing in the State of New York.
-------------------------------------------------------------------------------.
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee as President and Chief Executive Officer and Employee desires to gain employment as President and Chief Executive Officer of the Company; and
WHEREAS, Employee is willing to accept such employment, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows:
1. Employment of Employee and Services to be Rendered. The Company hereby engages Employee as President and Chief Executive Officer and Employee agrees that he shall perform such duties as are customarily rendered by such an employee.
2. Term. The Company hereby engages Employee, and Employee hereby accepts the engagement described hereunder, for a period from the date that this Employment agreement is duly executed by both parties hereto (the "Commencement Date") for a period of two years (the "Expiration Date"), subject to prior termination by mutual agreement of the parties hereto or hereinafter provided.
(viii) 3. Position and Duties. Employee shall serve as the Company's President and Chief Executive Officer on a full time basis.
4. Compensation.
4.1 Salary. For Employee's services hereunder, the Company's Board of Directors (the "Board") shall pay Employee an annual salary of $120,000.
4.2 Discretionary Bonus. From time to time during the Term, the Company may pay to the Employee additional compensation in an amount determined by the sole discretion of the Board of Directors.
4.3 401(k) Plan. Employee shall be entitled to participate in any 401(k) program that the Company may institute during the term specified in Section 2, herein.
5. Intentionally Omitted.
6. Insurance.
6.1 Key Man Insurance. The Company shall have the right to apply for and take out, in the Company's own name or otherwise, at the Company's expense, life, health, accident, or other insurance covering Employee, in any amount the Company deems necessary to protect the Company's interest hereunder, and Employee shall have no right, title or interest in or to any such insurance. Employee shall assist the Company in obtaining such insurance by submitting to usual and customary medical and other examinations and by signing such applications, statements and other instruments as may be reasonably required by any insurance company.
7. Business Expenses. During the Term, Employee shall be entitled to receive reimbursement for all reasonable business expenses incurred by him (in accordance with the policies and procedures from time to time adopted by the Board of Directors of the Company for its senior executives and consultants) in performing services hereunder, provided that Employee properly accounts therefore in accordance with such policy and procedures and such expenses have been specifically approved in advance. Moreover, Employee expressly acknowledges and agrees that prior verbal approval must be obtained from the Chief Executive Officer of the Company by Employee for expense greater than one hundred dollars ($100), and prior written approval for expenses greater than three hundred dollars ($300).
8. Confidentiality. Employee recognizes and acknowledges that the technology, including but not limited to specifications, programs, documentation, methods and data which The Company owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of the Company. Employee also recognizes that the Company's customer lists, supplier lists, proposals and procedures are confidential and are the property of the Company. Employee further recognizes and acknowledges that in order to enable the Company to perform services for its clients, those clients may furnish to the Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to the Company depends upon, among other things, the Company and its employees keeping such services and information confidential. All of these materials and information including that relating to the Company's systems and the Company's clients, will be referred to below as "Proprietary Information."
9. Non-Disclosure. Employee agrees that, except as directed by the Company, and in the ordinary course of the Company's business, Employee will not at any time, whether during or after Employee's employment with the Company, disclose
to any person or use, directly or indirectly, for Employee's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by Employee or otherwise coming into Employee's possession or control. Employee agrees that the provisions of this paragraph shall survive the termination of this Agreement and Employee's employment by the Company.
10. Possession. Employee agrees that upon request by the Company, and in any event upon termination of Employee's employment, Employee shall then over to the Company all documents, papers or other material in Employee's possession or under Employee's control which may contain or be derived from Proprietary Information, together with all documents, notes or Employee's work products which are connected with or derived from Employee's services to the Company, shall be either returned to the Company or, as appropriate, permanently deleted. Upon termination of Employee's employment with the Company, Employee agrees to pay in full any amount owned the Company.
11. Ownership. Employee hereby assigns and agrees to assign to the Company or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Employee's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Employee has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to the Company, or with the use of the time, material or facilities of the Company or relating to any actual or anticipated business, research, development, product, service or activity of the Company known to Employee while employed at the Company, or suggested by or resulting from any task assigned to Employee or work performed by Employee for or on behalf of the Company, whether or not such work was performed prior to the date of this Agreement.
12. Injunctive Relief. Employee acknowledges that disclosure of any Proprietary Information by Employee or breach by Employee of any of the covenants not to compete will give rise to irreparable injury to the Company, or clients of the Company. Employee also agrees that this injury to the Company, or clients of the Company, would be inadequately compensated in money damages alone. Accordingly, the Company or, where appropriate the client of the Company, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary Information by Employee, or breach by Employee of any of the covenants not to compete, in addition to any other legal remedies which may be available. The Company further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Employee from earning a reasonable livelihood since Employee's experience and capabilities would be such that in the event that Employee's employment with the Company terminates for any reason, Employee will be able to obtain employment in business activities which are not restricted by this Agreement.
13. Non-Competition.
13.1 Definitions. For the purpose of this Section 13 and Section 14 hereof, the following terms shall have the meanings ascribed to them below:
(a) "Covenant Term" shall mean a period beginning on the date hereof
and ending on the date which is one year after the date on which
this Agreement, or Employee's engagement hereunder, is
terminated.
(b) "Covenant Territory" shall mean the United States of America and
its properties.
(c) "Business of the Company" shall mean the development of
information technology products or services designed for use in
a medical context.
13.2 Covenant. Employee agrees that because of the confidential and sensitive nature of the Proprietary Information and because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances may cause irreparable damage to the Company and its reputation, or to clients of the Company, Employee shall not, during the Covenant Term, without the prior written consent of the Company, own (except that Employee may own not more than one percent (1%) of the equity securities or securities convertible into equity securities of any corporation or other entity the securities of which are traded on a national stock exchange or listed on the National Association of Securities Dealers Automated Quotation System), manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a promoter, joint venturer, agent, director, officer, employee, partner, consultant or otherwise with, any profit or non-profit, business or organization which directly or indirectly, engages in the Business of the Company in the Covenant Territory or which otherwise, directly or indirectly, competes with the Business of the Company in the Covenant Territory.
13.3 Interpretation of Unenforceable Provision. The parties intend for the provisions of this Section 13 to be construed, interpreted, and enforced to the maximum extent permitted by law. The parties acknowledge and agree that they have both participated in the preparation of this Agreement and it shall not be construed or interpreted against either party on the basis that it was prepared by such party. In the event that any provision of this Section 13, or part thereof, shall be determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, such provision shall be revised and/or interpreted to make it enforceable to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
14. Non-Solicitation. Employee agrees that during the Covenant Term, he will not, directly or indirectly, (a) induce any customer of the Company or its successors to patronize any business similar to the Business of the Company; (b) request or advise any customer (including, without limitation, distributors) or supplier of the Company or its successors to withdraw, curtail or cancel such
customer's or supplier's business with the Company or its successors; (c) except in the ordinary course of business, disclose to any other person or corporation the name or addresses of any of the customers of the Company or its successors; or (d) induce or encourage any Employee to terminate his relationship with the Company.
15. Termination.
15.1 Death. This Agreement shall terminate immediately upon Employee's death, unless sooner terminated hereunder.
15.2 No Termination by the Company Without Cause. The Company shall not have the right to terminate Employee's engagement hereunder without Cause.
15.3 Disability. If Employee shall be unable to perform his services hereunder by reason of illness or other incapacity, his failure so to perform his duties will not be grounds for terminating his engagement for Cause by the Company; provided, however, should the period of such incapacity exceed three months, or if on 50% or more of the normal working days throughout six (6) consecutive months Employee is unable to perform his duties fully due to such incapacity, then the Company may terminate his engagement hereunder.
15.4 Termination by the Company With Cause. The Company shall have the
right to terminate Employee's engagement hereunder for Cause. For purposes of
this Agreement, "Cause" means (a) subject to Section 13.3 hereof, the material
failure by Employee substantially to perform his duties or obligations
hereunder, which shall not be cured within 15 days after notice of such failure;
(b) inadequate financing of the Company's operations to support Employee's
continued employment, as determined solely by the Company's Board of Directors;
(c) Employee engaging in misconduct which is materially injurious to the
Company; (d) Employee engaging in any act that in any way has a direct,
substantial, and adverse effect on the Company's reputation; (e) habitual
drunkenness; (f) unlawful drug use; (g) Employee's conviction of a crime of
moral turpitude; or (h) Employee's conviction of, or entry of a plea of guilty
or nolo contendere in, a court of competent jurisdiction of a crime constituting
a felony.
15.5 Termination by Employee for Good Reason. Employee shall be entitled to terminate his employment for "Good Reason." As used herein, the term "Good Reason" shall mean (i) a material change by the Company in Employee's duties, staff support or responsibilities; (ii) relocation of Employee's principal place of employment to a location outside the greater New York metropolitan area, unless with Employee's prior written consent; or (iii) any other material branch of the Agreement by the Company, which breach is not cured within fifteen (15) days after written notice thereof.
15.6 Effect of Termination.
(a) Upon termination of this Agreement or Employee's engagement hereunder pursuant to Section 15.1 or 15.3 hereof, all compensation and benefits not previously earned by employee payable by the Company hereunder shall be immediately terminated; provided, however, Employee or his estate, as the case may be, shall be entitled to receive any payments under any applicable life or disability insurance plans and shall be entitled to exercise all options issued pursuant to paragraph 5 on or before the Expiration Date. Such payments, if any, shall be made at the time and in accordance with the terms and conditions of such plans.
(b) Upon a termination by Employee of his engagement, all compensation and benefits payable by the Company hereunder shall be immediately terminated.
16. General Provisions.
16.1 Notices. All notices required to be given under the terms of this Agreement shall be in writing and shall be deemed to have been duly given only if delivered to the addressee in person or mailed by certified mail, return receipt requested, to the address as included in the Company's records or to any such other address as the party to receive the notice shall advise by due notice given in accordance with this paragraph. Any party hereto may change its or his address for the purpose of receiving notices, demands and other communications as herein provided, by a written notice given in the manner aforesaid to the other party hereto. Copies of all notices and correspondence should additionally be sent to the following:
OmniMed International, Inc. 2 Ridgedale Avenue, Suite 217 Cedar Knolls, New Jersey 07927
with a copy to:
Michael H. Ference, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018
16.2 Benefit of Agreement and Assignment. This Agreement shall inure to the benefit of and are binding upon the parties hereto and their respective executors, administrators, successors and assigns; provided, however, that Employee may not assign any of his rights or duties hereunder except upon the prior written consent of the Board of Directors of the Company.
16.3 Applicable Law. This Agreement is made in and is to be governed by and construed under the laws of the State of New York.
16.4 Captions. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
16.5 Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.
16.6 Entire Agreement. This Agreement contains the entire Agreement of the parties, and supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or Agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which is not embodied herein, and that no other Agreement, statement or promise not contained in this Agreement shall be valid or binding.
16.7 Amendments. This Agreement may be modified or amended only by an Agreement in writing signed by the Company and Employee.
16.8 Waiver. No waiver of any provision hereof shall be valid unless
made in writing and signed by the party making the waiver. No waiver of any
provision of this Agreement shall constitute a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.
16.9 Representations and Warranties. Each party hereto represents and warrants
that it or he has the power and authority to execute and deliver this Agreement
and to perform its or his obligations hereunder.
16.10 Compliance with Laws and Policies. Employee agrees that he will at all times comply with all applicable laws and all current and future lawful policies of the Company, not inconsistent with the intent of this agreement.
16.11 Arbitration. Any dispute or controversy arising under or in connection with this Agreement, other than matters pertaining to injunctive relief, including, without limitation, temporary restraining orders, preliminary injunctions and permanent injunctions, shall, upon the written demand of either party served upon the other party, be submitted to arbitration. Such arbitration shall be held in the City of New York, New York, and conducted in accordance with the Rules of the American Arbitration Association. The parties expressly agree and acknowledge that the prevailing party in any arbitration proceeding commenced hereunder shall be entitled to receive, in addition to any damages and other relief that may be awarded, reasonable attorneys; fees actually incurred in connection with such arbitration.
16.12 Representation. Each of the parties hereto represents that each has read and fully understands each of the provisions as contained herein, and has been afforded the opportunity to review same with his attorney of choice; and further that each of the parties hereto represents that each and every one of the provisions contained in this Agreement is fair and not unconscionable to either party.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above.
EMPLOYEE
/s/ Milton Hauser
-----------------
Milton Hauser
Attest:
OMNIMED INTERNATIONAL, INC.
________________________ By: /s/ Lyle Hauser
-------------------
Name: Name: Lyle Hauser
Title: Vice President,Business
Development
|
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and will be entered into as of the 1st day of October, 2004, by and between OMNIMED INTERNATIONAL, INC., a Nevada corporation maintaining its principal offices at 2 Ridgedale Avenue, Suite 217, Cedar Knolls, N.J. 07927 (the "Company") and ERIC ROSENFELD ("Employee"), an individual residing in the State of New Jersey.
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee as Chief Technical Officer and Employee desires to gain employment as Chief Technical Officer of the Company; and
WHEREAS, Employee is willing to accept such employment, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows:
1. Employment of Employee and Services to be Rendered. The Company hereby engages Employee as Chief Technical Officer and Employee agrees that he shall perform such duties as are customarily rendered by such an employee, as well as such duties described in Section 3 below.
2. Term. The Company hereby engages Employee, and Employee hereby accepts the engagement described hereunder, for a period from the date that this Employment agreement is duly executed by both parties hereto (the "Commencement Date") for a period of one year (the "Expiration Date"), subject to prior termination by mutual agreement of the parties hereto or hereinafter provided.
3. Position and Duties. Employee shall serve as the Company's Chief Technical Officer on a part-time basis. He will administer and coordinate the technology development and maintenance activities of the organization in support of policies, goals, and objectives established by the chief operating officer and the Board of Directors by performing the following duties personally or through subordinate managers. In connection with his responsibilities as Chief Technical Officer, Employee shall:
(i) Development of the company's information management strategy
participates in and manages internal and external technology
planning and project management;
(ii) develop overall business strategies and product workflow and
architecture;
(iii) participate in and manage company and customer support;
(iv) participate in and manage company and customer system
infrastructure and architecture development;
(v) support, identify and evaluate new technologies for use by
Company;
(vi) act as an internal support consultant to product development
team;
(vii) provide direct sales and marketing support; and
(viii) manage information technology staff including scheduling,
hiring, development, appraisal and work prioritization.
(ix) Ongoing oversight of all corporate IT projects
(x) Specification and acceptance of technology deliverables by
supervising lower-level staff and managers
(xi) Management and direction of staff toward technological
objectives, based on long-term product and profitability goals
(xii)Development and specification of strategic business
relationships with technology vendors and related resources
4. Compensation.
4.1 Salary. For Employee's services hereunder, the Company's Board of Directors (the "Board") shall pay Employee an annual salary of $60,000. The Company shall issue to employee (200,000) shares of the Company's Common Stock upon the Commencement Date. In the event that Employee remains employed with the Company for the entire year, the Company shall issue to Employee two hundred thousand (200,000) shares of the Company's common stock.
4.2 Discretionary Bonus. From time to time during the Term, the Company may pay to the Employee additional compensation in an amount determined by the sole discretion of the Board of Directors.
4.3 401(k) Plan. Employee shall be entitled to participate in any 401(k) program that the Company may institute during the term specified in Section 2, herein.
5. Intentionally Omitted.
6. Insurance.
6.1 Key Man Insurance. The Company shall have the right to apply for and take out, in the Company's own name or otherwise, at the Company's expense, life, health, accident, or other insurance covering Employee, in any amount the Company deems necessary to protect the Company's interest hereunder, and Employee shall have no right, title or interest in or to any such insurance. Employee shall assist the Company in obtaining such insurance by submitting to usual and customary medical and other examinations and by signing such applications, statements and other instruments as may be reasonably required by any insurance company.
7. Business Expenses. During the Term, Employee shall be entitled to receive reimbursement for all reasonable business expenses incurred by him (in accordance with the policies and procedures from time to time adopted by the Board of Directors of the Company for its senior executives and consultants) in performing services hereunder, provided that Employee properly accounts therefore in accordance with such policy and procedures and such expenses have been specifically approved in advance. Moreover, Employee expressly acknowledges and agrees that prior verbal approval must be obtained from the Chief Executive Officer of the Company by Employee for expense greater than one hundred dollars ($100), and prior written approval for expenses greater than three hundred dollars ($300).
8. Confidentiality. Employee recognizes and acknowledges that the technology, including but not limited to specifications, programs, documentation, methods and data which The Company owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of the Company. Employee also recognizes that the Company's customer lists, supplier lists, proposals and procedures are confidential and are the property of the Company. Employee further recognizes and acknowledges that in order to enable the Company to perform services for its clients, those clients may furnish to the Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to the Company depends upon, among other things, the Company and its employees keeping such services and information confidential. All of these materials and information including that relating to the Company's systems and the Company's clients, will be referred to below as "Proprietary Information."
9. Non-Disclosure. Employee agrees that, except as directed by the Company, and in the ordinary course of the Company's business, Employee will not at any time, whether during or after Employee's employment with the Company, disclose to any person or use, directly or indirectly, for Employee's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by Employee or otherwise coming into Employee's possession or control. Employee agrees that the provisions of this paragraph shall survive the termination of this Agreement and Employee's employment by the Company.
10. Possession. Employee agrees that upon request by the Company, and in any event upon termination of Employee's employment, Employee shall then turn over to the Company all documents, papers or other material in Employee's possession or under Employee's control which may contain or be derived from Proprietary Information, together with all documents, notes or Employee's work products which are connected with or derived from Employee's services to the Company, shall be either returned to the Company or, as appropriate, permanently deleted.
11. Ownership. Employee hereby assigns and agrees to assign to the Company or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Employee's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Employee has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to the Company, or with the use of the time, material or facilities of the Company or relating to any actual or anticipated business, research, development, product, service or activity of the Company known to Employee while employed at the Company, or suggested by or resulting from any task assigned to Employee or work performed by Employee for or on behalf of the Company, whether or not such work was performed prior to the date of this Agreement.
12. Injunctive Relief. Employee acknowledges that disclosure of any Proprietary Information by Employee or breach by Employee of any of the covenants not to compete will give rise to irreparable injury to the Company, or clients of the Company. Employee also agrees that this injury to the Company, or clients of the Company, would be inadequately compensated in money damages alone. Accordingly, the Company or, where appropriate the client of the Company, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary Information by Employee, or breach by Employee of any of the covenants not to compete, in addition to any other legal remedies which may be available. The Company further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Employee from earning a reasonable livelihood since Employee's experience and capabilities would be such that in the event that Employee's employment with the Company terminates for any reason, Employee will be able to obtain employment in business activities which are not restricted by this Agreement.
13. Non-Competition.
13.1 Definitions. For the purpose of this Section 13 and Section 14 hereof, the following terms shall have the meanings ascribed to them below:
(a) "Covenant Term" shall mean a period beginning on the date hereof
and ending on the date which is one year after the date on which
this Agreement, or Employee's engagement hereunder, is
terminated.
(b) "Covenant Territory" shall mean the United States of America and
its properties.
(c) "Business of the Company" shall mean the development of
information technology products or services designed for use in
a medical context.
13.2 Covenant. Employee agrees that because of the confidential and sensitive nature of the Proprietary Information and because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances may cause irreparable damage to the Company and its reputation, or to clients of the Company, Employee shall not, during the Covenant Term, without the prior written consent of the Company, own (except that Employee may own not more than one percent (1%) of the equity securities or securities convertible
into equity securities of any corporation or other entity the securities of which are traded on a national stock exchange or listed on the National Association of Securities Dealers Automated Quotation System), manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a promoter, joint venturer, agent, director, officer, employee, partner, consultant or otherwise with, any profit or non-profit, business or organization which directly or indirectly, engages in the Business of the Company in the Covenant Territory or which otherwise, directly or indirectly, competes with the Business of the Company in the Covenant Territory.
13.3 Interpretation of Unenforceable Provision. The parties intend for the provisions of this Section 13 to be construed, interpreted, and enforced to the maximum extent permitted by law. The parties acknowledge and agree that they have both participated in the preparation of this Agreement and it shall not be construed or interpreted against either party on the basis that it was prepared by such party. In the event that any provision of this Section 13, or part thereof, shall be determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, such provision shall be revised and/or interpreted to make it enforceable to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
14. Non-Solicitation. Employee agrees that during the Covenant Term, he will not, directly or indirectly, (a) induce any customer of the Company or its successors to patronize any business similar to the Business of the Company; (b) request or advise any customer (including, without limitation, distributors) or supplier of the Company or its successors to withdraw, curtail or cancel such customer's or supplier's business with the Company or its successors; (c) except in the ordinary course of business, disclose to any other person or corporation the name or addresses of any of the customers of the Company or its successors; or (d) induce or encourage any Employee to terminate his relationship with the Company.
15. Termination.
15.1 Death. This Agreement shall terminate immediately upon Employee's death, unless sooner terminated hereunder.
15.2 No Termination by the Company Without Cause. The Company shall not have the right to terminate Employee's engagement hereunder without Cause.
15.3 Disability. If Employee shall be unable to perform his services hereunder by reason of illness or other incapacity, his failure so to perform his duties will not be grounds for terminating his engagement for Cause by the Company; provided, however, should the period of such incapacity exceed three months, or if on 50% or more of the normal working days throughout six (6) consecutive months Employee is unable to perform his duties fully due to such incapacity, then the Company may terminate his engagement hereunder.
15.4 Termination by the Company With Cause. The Company shall have the
right to terminate Employee's engagement hereunder for Cause. For purposes of
this Agreement, "Cause" means (a) subject to Section 13.3 hereof, the material
failure by Employee substantially to perform his duties or obligations
hereunder, which shall not be cured within 15 days after notice of such failure;
(b) inadequate financing of the Company's operations to support Employee's
continued employment, as determined solely by the Company's Board of Directors;
(c) Employee engaging in misconduct which is materially injurious to the
Company; (d) Employee engaging in any act that in any way has a direct,
substantial, and adverse effect on the Company's reputation; (e) habitual
drunkenness; (f) unlawful drug use; (g) Employee's conviction of a crime of
moral turpitude; or (h) Employee's conviction of, or entry of a plea of guilty
or nolo contendere in, a court of competent jurisdiction of a crime constituting
a felony.
15.5 Termination by Employee for Good Reason. Employee shall be entitled to terminate his employment for "Good Reason." As used herein, the term "Good Reason" shall mean (i) a material change by the Company in Employee's duties, staff support or responsibilities; (ii) relocation of Employee's principal place of employment to a location outside the greater New York metropolitan area, unless with Employee's prior written consent; or (iii) any other material branch of the Agreement by the Company, which breach is not cured within fifteen (15) days after written notice thereof.
15.6 Effect of Termination.
(a) Upon termination of this Agreement or Employee's engagement hereunder pursuant to Section 15.1 or 15.3 hereof, all compensation and benefits not previously earned by employee payable by the Company hereunder shall be immediately terminated; provided, however, Employee or his estate, as the case may be, shall be entitled to receive any payments under any applicable life or disability insurance plans and shall be entitled to exercise all options issued pursuant to paragraph 5 on or before the Expiration Date. Such payments, if any, shall be made at the time and in accordance with the terms and conditions of such plans.
(b) Upon a termination by Employee of his engagement, all compensation and benefits payable by the Company hereunder shall be immediately terminated.
16. General Provisions.
16.1 Notices. All notices required to be given under the terms of this Agreement shall be in writing and shall be deemed to have been duly given only if delivered to the addressee in person or mailed by certified mail, return receipt requested, to the address as included in the Company's records or to any such other address as the party to receive the notice shall advise by due notice given in accordance with this paragraph. Any party hereto may change its or his address for the purpose of receiving notices, demands and other communications as herein provided, by a written notice given in the manner aforesaid to the other party hereto. Copies of all notices and correspondence should additionally be sent to the following:
OmniMed International, Inc. 2 Ridgedale Avenue, Suite 217 Cedar Knolls, New Jersey 07927
with a copy to:
Michael H. Ference, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas, 21st Floor
New York, New York 10018
16.2 Benefit of Agreement and Assignment. This Agreement shall inure to the benefit of and are binding upon the parties hereto and their respective executors, administrators, successors and assigns; provided, however, that Employee may not assign any of his rights or duties hereunder except upon the prior written consent of the Board of Directors of the Company.
16.3 Applicable Law. This Agreement is made in and is to be governed by and construed under the laws of the State of New York.
16.4 Captions. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
16.5 Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.
16.6 Entire Agreement. This Agreement contains the entire Agreement of the parties, and supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or Agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which is not embodied herein, and that no other Agreement, statement or promise not contained in this Agreement shall be valid or binding.
16.7 Amendments. This Agreement may be modified or amended only by an Agreement in writing signed by the Company and Employee.
16.8 Waiver. No waiver of any provision hereof shall be valid unless
made in writing and signed by the party making the waiver. No waiver of any
provision of this Agreement shall constitute a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.
16.9 Representations and Warranties. Each party hereto represents and warrants
that it or he has the power and authority to execute and deliver this Agreement
and to perform its or his obligations hereunder.
16.10 Compliance with Laws and Policies. Employee agrees that he will at all times comply with all applicable laws and all current and future lawful policies of the Company, not inconsistent with the intent of this agreement.
16.11 Arbitration. Any dispute or controversy arising under or in connection with this Agreement, other than matters pertaining to injunctive relief, including, without limitation, temporary restraining orders, preliminary injunctions and permanent injunctions, shall, upon the written demand of either party served upon the other party, be submitted to arbitration. Such arbitration shall be held in the City of New York, New York, and conducted in accordance with the Rules of the American Arbitration Association. The parties expressly agree and acknowledge that the prevailing party in any arbitration proceeding commenced hereunder shall be entitled to receive, in addition to any damages and other relief that may be awarded, reasonable attorneys; fees actually incurred in connection with such arbitration.
16.12 Representation. Each of the parties hereto represents that each has read and fully understands each of the provisions as contained herein, and has been afforded the opportunity to review same with his attorney of choice; and further that each of the parties hereto represents that each and every one of the provisions contained in this Agreement is fair and not unconscionable to either party.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above.
EMPLOYEE
/s/ Eric Rosenfeld
-------------------
Eric Rosenfeld
Attest:
OMNIMED INTERNATIONAL, INC.
________________________ By: /s/ Milton Hauser
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Name: Milton Hauser
Title: President
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of February 2005, by and between OMNIMED INTERNATIONAL, INC., a Nevada corporation maintaining its principal offices at 2 Ridgedale Avenue, Suite 217, Cedar Knolls, NJ 07927 (the "Company") and DAVID DORRANCE ("Employee"), an individual residing in Quebec, Canada.
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee as Vice President of Digital Imaging and Employee desires to gain employment as Vice President of Digital Imaging of the Company; and
WHEREAS, Employee is willing to accept such employment, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the parties hereto agree as follows:
2. Term. The Company hereby engages Employee, and Employee hereby accepts the engagement described hereunder, for a period from the date hereof to the second anniversary of the date hereof, subject to prior termination by mutual agreement of the parties hereto or hereinafter provided.
3. Position and Duties. Employee shall serve as the Company's Vice President of Digital Imaging on a part-time basis and shall perform such duties as are customarily rendered by such an employee. In connection with these duties, Employee shall report directly to the Company's President. Employee shall also have such powers and duties as may from time to time be prescribed by the Board of Directors or bylaws of the Company. Notwithstanding the foregoing, in connection with his responsibilities as Vice President of Digital Imaging, Employee shall:
(i) oversee and supervise the implementation of the strategic vision for the OmniScan division;
(ii) establish marketing plans and projections for the OmniScan Division;
(iii) identify, hire, fire and manage OmniScan team, subject to Board oversight;
(iv) oversee sales force for the OmniScan Division;
(v) develop new applications and strategies for the Company;
(vi) manage the customer service function of the Company;
(vii) handle public relations functions on behalf of the Company, including establishing contacts and managing relationships with public relations contacts; and
(viii) oversee distribution.
4. Compensation.
4.1 Salary. For Employee's services hereunder, the Company's Board of Directors (the "Board") shall:
(i) issue one hundred thousand (100,000) shares of the Company's common stock, $0.001 par value per share (the "Shares"), to Employee in the following manner:
(a) forty thousand (40,000) Shares upon execution of this agreement; and
(b) two thousand five hundred (2,500) Shares upon the first day following each completed month of employment contemplated by this agreement (for a total of sixty thousand (60,000 Shares).
(ii) grant to the Employee an option (the "Option") to purchase from the Company fifty thousand (50,000) shares of the Company's Common Stock, $0.001 par value per share (the "Option Shares"), exercisable at a price of,
(a) fifty cents ($0.50) per Option Share from the date of this Employment Agreement (the "Employment Date") up to and including the eighty-ninth (89th) calendar day following the Employment Date;
(b) one dollar ($1.00) per Option Share from the ninetieth
(90th) calendar day following the Employment Date up to
and including the two hundred sixty ninth (269th) calendar day following the Employment Date;
(c) one dollar and fifty cents ($1.50) per Option Share from the two hundred seventieth (270th) calendar day following the Employment Date up to and including the four hundred forty ninth (449th) calendar day following the Employment Date;
The Options shall be issued pursuant to the terms and conditions of the 1999 Incentive Stock Option Plan ("Plan") which is incorporated in this Option as though set forth in full, and shall be subject to the terms set forth in Section 5 hereto.
4.2 Discretionary Bonus. From time to time during the Term, the Company may pay to the Employee additional compensation in an amount determined by the sole discretion of the board of directors.
4.4 401(k) Plan. Employee shall be entitled to participate in any
401(k) program that the Company may institute during the term specified in
Section 2, herein.
5. Option Rights.
5.1 Number and Price. The number and price of the Shares subject to the Option shall be the number and price set forth in Section 4.1(ii) hereto, subject to any adjustments which may be made pursuant to Section 5.9 below.
5.2 Duration. Subject to the terms and conditions set forth herein, the Option may be exercised to purchase the Option Shares covered by the Option on or before expiration of the term of this Employment Agreement, as described in Section 2 herein (the "Expiration Date"). The Option shall terminate and no Shares may be purchased after the Expiration Date.
5.3 Employment Requirement. Except as provided in Section 5.7 herein, the Option may not be exercised unless the Employee is in the employ of the Company or one of its parent or subsidiary corporations (as within the meaning of Section 425(e) and (f) of the Code respectively) on the date of such exercise and shall have been such employee continuously since the Employment Date.
5.4 Exercise Procedure. Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee"s election to exercise the Option. The notice must state the number of Shares as to which the Employee's Option is being exercised, must contain a statement by the Employee (in a form acceptable to the Company) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price
of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to the order of the Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the exercise of the Option, the submission to the Company of appropriate proof of the right of such person or person to exercise the Option.
Certificate for Shares so purchased will be issued as soon as practicable and shall bear a restrictive legend stating that the Shares have not been registered under the Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the Shares may not be sold, assigned, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933 and applicable state securities laws or an opinion of counsel satisfactory to the Company to the effect that registration is not required under such laws. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, the Employee or such other person as may be entitled to exercise the Option, shall have none of the rights of a stockholder with respect to Shares subject to the Option.
5.5 Delivery of Certificates. As soon as practicable after the Company receives payment for the Shares, it shall deliver a certificate or certificates representing the Shares so purchased to the Employee.
5.6 Transferability. The Option is personal to the Employee and during the Employee's lifetime may be exercised only by the Employee. The Option shall not be transferable other than by will or the laws of descent and distribution.
5.7 Expiration. In the event that an option holder ceases to be an employee of the Company or of any subsidiary for any reason other than permanent disability (as determined by the Board of Directors) or death, the Option, including any unexercised portion thereof, which was otherwise exercisable on the date of termination, shall expire unless exercised within a period of three months from the date on which the Employee ceased to be so employed, but in no event after the Expiration Date. In the event of the death of Employee during this three month period, the Option shall be exercisable by his or her personal representatives, heirs or legatees to the same extent that the Employee could have exercised the Option if he or she had not died, for the three months from the date of death, but in no event after the Expiration Date.
5.8 Employment Rights. The Option does not confer on the Employee any right to continue in the employ of the Company or interfere in any way with the right of the Company to determine the terms of the Employee's employment.
5.9 Change in Corporate Structure. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or Stock of the Company, the Board shall make such adjustments, if any, as it deems appropriate in the number and kind of shares covered by the Option, or in the Option price, or both. Notwithstanding any provision to the contrary, the Committee or the Board may cancel, amend, alter or supplement any term or provision of the Option to avoid any penalty provisions of the Code.
5.10 Compliance with Legal Requirements. The Option shall be subject to the requirement that if at any time the Board shall determine that the registration, listing or qualification of the Shares covered hereby upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of the Option or the purchase of the Shares, the Option may not be exercised unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The Board may require that the person exercising the Option shall make such representations and agreements and furnish such information as it deems appropriate to assure compliance with the foregoing or any other applicable legal requirements.
5.11 Incentive Stock Option Treatment. The Option is intended to
qualify for "incentive stock option" treatment under the provisions of
Section 422A of the Internal Revenue Code of 1954, as amended. However, the
Employee is urged to consult with his or her individual tax advisor prior
to exercising the Option since the exercise of the Option may result in
adverse tax consequences including the payment of additional federal and/or
state income taxes.
6. Insurance.
6.1 Key Man Insurance. The Company shall have the right to apply for and take out, in the Company's own name or otherwise, at the Company's expense, life, health, accident, or other insurance covering Employee, in any amount the Company deems necessary to protect the Company's interest hereunder, and Employee shall have no right, title or interest in or to any such insurance. Employee shall assist the Company in obtaining such insurance by submitting to usual and customary medical and other examinations and by signing such applications, statements and other instruments as may be reasonably required by any insurance company.
7. Business Expenses. During the Term, Employee shall be entitled to receive reimbursement for all reasonable business expenses incurred by him (in accordance with the policies and procedures from time to time adopted by the Board of Directors of the Company for its senior executives and consultants) in performing services hereunder, provided that Employee properly accounts therefor in accordance with such policy and procedures and such expenses have been specifically approved in advance. Moreover, Employee expressly acknowledges and agrees that prior verbal approval must be obtained from the Chief Executive Officer of the Company by Employee for expense greater than one hundred dollars ($100), and prior written approval for expenses greater than three hundred dollars ($300).
8. Confidentiality. Employee recognizes and acknowledges that the technology, including but not limited to specifications, programs, documentation, methods and data which The Company owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of the Company. Employee also recognizes that the Company's customer lists, supplier lists, proposals and procedures are confidential and are the property of the Company. Employee further recognizes and acknowledges that in order to enable the Company to perform services for its clients, those clients may furnish to the Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to the Company depends upon, among other things, the Company and its employees keeping such services and information confidential. All of these materials and information including that relating to the Company's systems and the Company's clients, will be referred to below as "Proprietary Information."
9. Non-Disclosure. Employee agrees that, except as directed by the Company, and in the ordinary course of the Company's business, Employee will not at any time, whether during or after Employee's employment with the Company, disclose to any person or use, directly or indirectly, for Employee's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by Employee or otherwise coming into Employee's possession or control. Employee agrees that the provisions of this paragraph shall survive the termination of this Agreement and Employee's employment by the Company.
10. Possession. Employee agrees that upon request by the Company, and in any event upon termination of Employee's employment, Employee shall then over to the Company all documents, papers or other material in Employee's possession or under Employee's control which may contain or be derived from Proprietary Information, together with all documents, notes or Employee's work products which are connected with or derived from Employee's services to the Company, shall be either returned to the Company or, as appropriate, permanently deleted. Upon termination of Employee's employment with the Company, Employee agrees to pay in full any amount owned the Company.
11. Ownership. Employee hereby assigns and agrees to assign to the Company or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Employee's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Employee has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to the Company, or with the use of the time, material or facilities of the Company or relating to any actual or anticipated business, research, development, product, service or activity of the Company known to Employee while employed at the Company, or suggested by or resulting from any task assigned to Employee or work performed by Employee for or on behalf of the Company, whether or not such work was performed prior to the date of this Agreement.
12. Injunctive Relief. Employee acknowledges that disclosure of any Proprietary Information by Employee or breach by Employee of any of the covenants not to compete will give rise to irreparable injury to the Company, or clients of the Company. Employee also agrees that this injury to the Company, or clients of the Company, would be inadequately compensated in money damages alone. Accordingly, the Company or, where appropriate the client of the Company, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary Information by Employee, or breach by Employee of any of the covenants not to compete, in addition to any other legal remedies which may be available. The Company further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Employee from earning a reasonable livelihood since Employee's experience and capabilities would be such that in the event that Employee's employment with the Company terminates for any reason, Employee will be able to obtain employment in business activities which are not restricted by this Agreement.
13. Non-Competition.
13.1 Definitions. For the purpose of this Section 13 and Section 14 hereof, the following terms shall have the meanings ascribed to them below:
(a) "Covenant Term" shall mean a period beginning on the date hereof and ending on the date which is two years after the date on which this Agreement, or Employee's engagement hereunder, is terminated.
(b) "Covenant Territory" shall mean the United States of America and its properties.
(c) "Business of the Company" shall mean the development of information technology products or services designed for use in a medical context.
13.2 Covenant. Employee agrees that because of the confidential and sensitive nature of the Proprietary Information and because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances may cause irreparable damage to the Company and its reputation, or to clients of the Company, Employee shall not, without the prior written consent of the Company, own (except that Employee may own not more than one percent (1%) of the equity securities or securities convertible into equity securities of any corporation or other entity the securities of which are traded on a national stock exchange or listed on the National Association of Securities Dealers Automated Quotation System), manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as a promoter, joint venturer, agent, director, officer, employee, partner, consultant or otherwise with, any profit or non-profit, business or organization which directly or indirectly, engages in the Business of the Company in the Covenant Territory or which otherwise, directly or indirectly, competes with the Business of the Company in the Covenant Territory.
13.3 Interpretation of Unenforceable Provision. The parties intend for the provisions of this Section 13 to be construed, interpreted, and enforced to the maximum extent permitted by law. The parties acknowledge and agree that they have both participated in the preparation of this Agreement and it shall not be construed or interpreted against either party on the basis that it was prepared by such party. In the event that any provision of this Section 13, or part thereof, shall be determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, such provision shall be revised and/or interpreted to make it enforceable to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
14. Non-Solicitation. Employee agrees that during the Covenant Term, he will not, directly or indirectly, (a) induce any customer of the Company or its successors to patronize any business similar to the Business of the Company; (b) request or advise any customer (including, without limitation, distributors) or supplier of the Company or its successors to withdraw, curtail or cancel such customer's or supplier's business with the Company or its successors; (c) except in the ordinary course of business, disclose to any other person or corporation the name or addresses of any of the customers of the Company or its successors; or (d) induce or encourage any Employee to terminate his relationship with the Company.
15. Termination.
15.1 Termination With or Without Cause. The Company shall have the right to terminate Employee's engagement hereunder with or without Cause.
15.2 Effect of Termination.
(a) Upon termination of this Agreement or Employee's engagement hereunder, all compensation and benefits payable by the Company hereunder shall be immediately terminated; provided, however, Employee or his estate, as the case may be, shall be entitled to receive any payments under any applicable life or disability insurance plans. Such payments, if any, shall be made at the time and in accordance with the terms and conditions of such plans.
(b) Upon a termination by Employee of his engagement, all compensation and benefits payable by the Company hereunder shall be immediately terminated.
16. No Prior Obligations.
Employee hereby acknowledges and represents that, except as otherwise expressly provided by the terms of this Agreement, the Company has no liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise) to Employee.
17. General Provisions.
17.1 Notices. All notices required to be given under the terms of this Agreement shall be in writing and shall be deemed to have been duly given only if delivered to the addressee in person or mailed by certified mail, return receipt requested, to the address as included in the Company's records or to any such other address as the party to receive the notice shall advise by due notice given in accordance with this paragraph. Any party hereto may change its or his address for the purpose of receiving notices, demands and other communications as herein provided, by a written notice given in the manner aforesaid to the other party hereto. Copies of all correspondence should additionally be sent to the following:
If to the Company:
Omnimed International, Inc.
2Ridgedale Avenue
Suite 217
Cedar Knolls, NJ 07927
with a copy to:
Michael H. Ference, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
21st Floor
New York, New York 10018
17.2 Benefit of Agreement and Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors and assigns; provided, however, that Employee may not assign any of his rights or duties hereunder except upon the prior written consent of the Board of Directors of the Company.
17.3 Applicable Law. This Agreement is made in and is to be governed by and construed under the laws of the State of New York.
17.4 Captions. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience of reference only and are not intended to be part of or to effect the meaning or interpretation of this Agreement.
17.5 Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.
17.6 Entire Agreement. This Agreement contains the entire Agreement of the parties, and supersedes any and all other Agreements, either oral or in
writing, between the parties hereto with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or Agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which are not embodied herein, and that no other Agreement, statement or promise not contained in this Agreement shall be valid or binding.
17.7 Amendments. This Agreement may be modified or amended only by an Agreement in writing signed by the Company and Employee.
17.8 Waiver. No waiver of any provision hereof shall be valid unless made in writing and signed by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.
17.9 Representations and Warranties. Each party hereto represents and warrants that it or he has the power and authority to execute and deliver this Agreement and to perform its or his obligations hereunder.
17.10 Compliance with Laws and Policies. Employee agrees that he will at all times comply with all applicable laws and all current and future lawful policies of the Company, not inconsistent with the intent of this agreement.
17.11 Arbitration. Any dispute or controversy arising under or in connection with this Agreement, other than matters pertaining to injunctive relief, including, without limitation, temporary restraining orders, preliminary injunctions and permanent injunctions, shall, upon the written demand of either party served upon the other party, be submitted to arbitration. Such arbitration shall be held in the City of New York, New York, and conducted in accordance with the Rules of the American Arbitration Association.
17.12 Representation. Each of the parties hereto represents that each has read and fully understands each of the provisions as contained herein, and has been afforded the opportunity to review same with his attorney of choice; and further that each of the parties hereto represents that each and every one of the provisions contained in this Agreement is fair and not unconscionable to either party.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written above.
OMNIMED INTERNATIONAL, INC. EMPLOYEE
By: /s/ Milton Hauser /s/ David Dorrance
Milton Hauser David Dorrance
President
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