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): April 25, 2002
000-30728 88-0292249
(Commission File Number) (IRS Employer Identification No.)
(949) 979-7074
Registrant's telephone number, including area code:
N/A
(Former name, address and telephone number)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 28, 2001, Proteo Marketing, Inc. (which at that time was known as "Proteo, Inc.") acquired approximately 90% of the issued and outstanding shares of the Registrant, Proteo, Inc. (which at the time was known as Trivantage Group, Inc.). Subsequent to the acquisition, the Registrant changed its name to Proteo, Inc. and old Proteo changed its name to Proteo Marketing, Inc. ("Old Proteo").
On April 25, 2002, the Registrant and Old Proteo entered into an Agreement and Plan of Share Exchange (the "Exchange Agreement") whereby the Registrant acquired all of the outstanding shares of Old Proteo in exchange for 20,286,512 of the Registrant's newly issued shares of common stock (the "Share Exchange"). As a result, Old Proteo became a subsidiary of the Registrant's.
In evaluating Proteo as a candidate for the proposed acquisition, the Registrant used criteria such as Old Proteo's business strategy which is focused on the development of pharmaceuticals based on human protein (in particular Elafin) (as set forth more fully below under "Business") and other anticipated operations, and Old Proteo's and its principal's business name and reputation.
Following the Share Exchange, the Registrant intends to continue Old Proteo's historical businesses and proposed businesses as set forth more fully immediately below. The historical business and operations of the Registrant shall no longer be continued.
BUSINESS
Proteo, Inc. ("Old Proteo") was incorporated in the State of Nevada and began operations in November 2000. In December 2000, Old Proteo entered into a Reorganization and Stock Exchange Agreement with Proteo Biotech AG, a German corporation located in Kiel, Germany. Pursuant to the terms of the agreement, all of the shareholders of Proteo Biotech AG exchanged their common stock for an aggregate of 2,500,000 shares of Old Proteo's common stock. As a result, Proteo Biotech AG (the "Subsidiary") is currently a wholly owned subsidiary of Old Proteo, which is now a wholly owned subsidiary of the Registrant.
The Company and the Subsidiary intend to develop, manufacture, promote, and market pharmaceuticals and other biotech products. However, we do not believe that any of our planned products will produce sufficient revenues in the next six years to support us financially. We currently expect to only sell small quantities of these products in the first few business years. We intend to identify and develop other potential products. To achieve profitable operations, the Company, independently or in collaboration with others, must successfully identify, develop, manufacture, and market proprietary products. The products and technologies we intend to develop will require significant commitments of personnel and financial resources.
Our business strategy is focused on the development of pharmaceuticals based on human protein. Specifically, we intend to initially focus our research on the development of drugs based on the human protein Elafin. We believe that Elafin may be useful in the treatment of cardiac infarction, serious injuries caused by accidents, post-surgery damage to tissue, and complications resulting from organ transplantation.
Elafin is a human protein that naturally occurs in human skin, lungs and the mammary gland. Elafin is an elastase inhibitor which inhibits the activity of two enzymes called elastase and proteinase 3. Both of these enzymes are known to be involved in the breakdown of tissue in various inflammatory diseases. Elafin is believed to protect cells containing it against destruction by these enzymes. We intend to utilize Elafin as a drug in the treatment of various diseases and injuries.
We believe that Elafin may be useful as a drug in the treatment of cardiac infarction. Cardiac infarction appears as a result of deficiencies in the blood supply of heart muscles caused by damage to the supplying coronary vessels. As an immediate result, the heart weakens and the heart muscles are destroyed. Damage to tissue caused by cardiac infarction will slowly form scars. Current methods of treatment are aimed at restoring the blood supply to the heart, either by replacement with new blood vessels (bypass surgery) or by removal of blood-clots in the coronary vessels (lyse therapy). Utilizing this methods, the mortality of patients suffering from cardiac infarction is reduced from approximately 8% to 12% during clinical treatment. The remaining deaths are mainly a result of inflammation of the heart muscle after the cardiac infarction, which causes the destruction of the affected muscle tissue. Animal experiments have shown that Elafin may be effective in protecting the heart muscles against destruction after blood supply was interrupted.
Elafin may also be useful in the treatment of the seriously injured. Similar to damage of heart muscles as described above, much of the damage caused by serious injuries appear after the injury causing event (e.g.: traffic accidents). In emergency treatment following accidents, the blood supply, nerve fibers and the stability of bones and joints are given priority. Due to blood supply deficiencies, inflammation will occur in injured muscles and in injured vessels. Because muscles may be destroyed by the inflammation, limbs may have to be amputated despite successful surgeries. Elafin may protect muscles against damage caused by inflammation. In animal experiments, rat legs treated with Elafin remained almost unaffected, although the blood supply of the leg was cut off for six hours.
Elafin may also be used in the course of heart transplantation. To transplant hearts successfully, simultaneous treatment with anti-inflammatory drugs is necessary. Inflammations of transplanted organs are mainly caused either by rejection of the organ by the immune system or by blood supply deficiencies during the transplantation. Although various drugs are used today to avoid the rejection of the organ, such rejections still occur quite often. Therefore, additional anti-inflammatory drugs are needed, which may potentially prevent damages caused by blood supply deficiencies. Animal experiments have shown that treatment solely with Elafin may avoid rejection of transplanted hearts.
Other preliminary data indicate that Elafin may be useful in a broad range of other applications whether pharmaceutical or not. Therefore, we will attempt to encourage other scientists, research centers as well as other companies to do research and development on Elafin for other applications than described above. For example, Elafin may also be effective in the treatment of dermatological diseases and defects, or as ingredient in cosmetics.
Proteo owns licenses to exclusively develop products based on patents and filings relating to Elafin, including nine patents already issued and another four patent applications already in the process of patent office reviews. Of the issued patents, two patents were issued in the U.S.
Further, Proteo intends to engage in the research and development of other drugs and biotechnical products based on human protein. We may also be able to implement unique technologies and biotechnological production procedures that may enable the Company to offer related services to other companies.
We have received a grant in the amount of 766,000 Euro (approximately $700,000) from the government of the German state Schleswig-Holstein for the research and pre-clinical development of the our pharmaceuticals based on the human protein Elafin. Such grant required that the Company prove its economical ability to cover at least 50.1% of the project costs on its own as well as the achievement of milestones. The grant will be paid as reimbursement of 49.9% of related expenses over the next two years.
Initially, Proteo will focus on the development of a production procedure for Elafin and the initiation of clinical trials to achieve governmental approval for the use of Elafin as a drug. After development of production procedures have been achieved, we will initiate pre-clinical and subsequently, Phase 1, 2, and 3 clinical trials to determine the safety and effectiveness of Elafin as a drug.
Our goals for German (CE Mark) approval on our initial product designed for patients suffering from serious injuries is targeted for 2007 and U.S. (FDA) approval in 2010. It should be noted that this specialized application, if successfully developed, would have a market potential substantially smaller than the overall market of Elafin for more widespread applications such as for the treatment of cardiac infarction.
THE SUBSIDIARY
In December 2000, Old Proteo entered into a stock exchange agreement with the shareholders of Proteo Biotech AG and acquired all of the issued and outstanding capital stock of Proteo Biotech AG, a German corporation, with its principal place of business located in Kiel, Germany. Proteo Biotech AG will be the only subsidiary of Proteo.
Proteo Biotech AG was formed in Kiel, Germany, on April 6, 2000. Proteo Biotech AG is in the business of developing a pharmaceutical based on the human protein called Elafin and possible by-products thereof as well as related technologies. The President and CEO of Proteo Biotech AG is currently Ulrich Glaeser. The directors of Proteo Biotech AG are Prof. Oliver Wiedow, MD., Birge Bargmann and Barbara Kahlke, MD.
To date, our Subsidiary has not had any profitable operations. Furthermore, we do not anticipate that we will have profitable operations in the near future.
COLLABORATION WITH OTHER COMPANIES
In an effort to provide the Company with some revenue which will be utilized in the implementation of our business plan, our Subsidiary plans periodically to provide research and development and manufacturing services as a sub-contractor and/or consultant to unaffiliated companies which do not compete with the Company. We plan to explore such opportunities if deemed advantageous to the Company.
COMPETITION
The market for our planned products and technologies is highly competitive, and we expect competition to increase. We will compete with many other health care research product suppliers, most of which will be larger than Proteo. Some of our anticipated competitors offer a broad range of equipment, supplies, products and technology, including many of the products and technologies contemplated to be offered by us. To the extent that customers exhibit loyalty to the supplier that first supplies them with a particular product or technology, our competitors may have an advantage over Proteo with respect to such products and technologies. Additionally, many of our competitors have, and will continue to have, greater research and development, marketing, financial and other resources than us and, therefore, represent and will continue to represent significant competition in our anticipated markets. As a result of their size and the breadth of their product offering, certain of these companies have been and will be able to establish managed accounts by which, through a combination of direct computer links and volume discounts, they seek to gain a disproportionate share of orders for health care products and technologies from prospective customers. Such managed accounts present significant competitive barriers for us. It is anticipated that we will benefit from their participation in selected markets, which, as they expand, may attract the attention of our competitors. The business of research and development of pharmaceuticals for the treatment of cardiac infarction is intensely competitive. Major companies with immense financial and personal resources are also engaged in this field.
Currently, we are not aware of any substance available in the market with similar effectiveness to Elafin. Elastase inhibitors such as Elafin, which may be applied to humans, have been under research and development in the pharmaceutical industry for more than ten years. Currently, there have been more than 200 related patents granted. Most of these substances are produced synthetically, and are not applicable in the treatment of cardiac infarctions. Three other elastase inhibitors, secretory leukoprotease inhibitor (SLPI), alpha-1-antitrypsin and recombinant monocyte/neutrophil elastase inhibitor (rM/NEI), are similar to Elafin in that they are of human descent and may be applied like Elafin principally. Three other substances under development, ZD8321, ZD0892 and ONO-5046 are artificial elastase inhibitors, which may have comparable effectiveness to that of Elafin.
Secretory Leukoprotease Inhibitor (SLPI)
Amgen, Inc. is the owner of the patent for SLPI. Amgen purchased this patent by acquiring Synergen, Inc. SLPI is quite similar to Elafin. Nevertheless, SLPI has some disadvantages in its intended application in the treatment of cardiac infarctions and in the treatment of serious injuries. It is only effective against one (leukocyte-elastase) of the two (leukocyte-elastase and proteinase 3) major enzymes which destroy tissue, while Elafin has shown effectiveness against both. Therefore, Elafin is probably of higher effectiveness. Furthermore, SLPI is not as stable as Elafin, which is a disadvantage in its distribution as a drug. SLPI was discovered much earlier than Elafin, therefore, the remaining term of the covering patent should be shorter than that related to Elafin. Amgen does not mention the development of SLPI as a drug in its annual report of 1998.
Alpha-1-antitrypsin
Human blood contains relatively large amounts of alpha-1-antitrypsin naturally. Research into the use of alpha-1-antitrypsin for the treatment of cardiac infarctions, shock and of other serious inflammations has been ongoing for the last twenty years. Compared to Elafin, however, there are some substantial problems related to alpha-1-antitrypsin. For example, alpha-1-antitrypsin is not as stable as Elafin, and therefore, from the scientific point of view it is probably not as effective as Elafin. Additionally, alpha-1-antitrypsin is very difficult to produce. The existing biotechnological procedure to produce alpha-1-antitrypsin is to use genetically manipulated sheep, which produce 1-Antitrypsin in their milk. Existing flocks of sheep do not produce sufficient amounts of alpha-1-antitrypsin. As a result, experiments involving cloning of sheep (such as "Dolly") have been performed to produce a better flock of sheep compatible with the production of alpha-1-antitrypsin.
Recombinant monocyte/neutrophil elastase inhibitor (rM/NEI)
This compound of human descent is currently under development for the use in cystic fibrosis and to be applied by inhalation devices. IVAX Corporation has entered into a license option agreement with the Center for Blood Research, Inc. (CBR), an affiliate of the Harvard Medical School, which holds the rights for this compound.
ZD8321 and ZD0892
Both ZD8321 and ZD0892 have been developed by AstraZeneca with the intention of treating lung diseases. However, AstraZeneca has recently suspended both inhibitors from their research and development pipeline.
ONO-5046 (Sivelestat)
Ono Pharmaceutical Co. Ltd., Japan is currently developing the synthetic elastase inhibitor ONO-5046 (Sivelestat) for the use in adult respiratory distress syndrome and acute lung injury. In 2000 Eli Lilly has signed a letter of intent with ONO Pharmaceutical Co., Ltd., on the development, manufacturing and marketing of Sivelestat.
GOVERNMENT REGULATION
Proteo and the Subsidiary are, and will continue to be, subject to governmental regulation under the Occupational Safety and Health Act, the Environmental Protection Act, the Toxic Substances Control Act, and other similar laws of general application, as to all of which Proteo believes it and the Subsidiary are in material compliance. Any future of, and the cost of compliance with, these laws and regulations could have a material adverse effect on the business, financial condition, and results of operation of Proteo and the Subsidiary.
Because of the nature of the operations of Proteo and the Subsidiary and the use of hazardous substances and their ongoing research and development and manufacturing activities, Proteo and the Subsidiary are subject to stringent federal, state and local laws, rules, regulations and policies governing the use, generation, manufacturing, storage, air emission, effluent discharge, handling and disposal of certain materials and wastes. Although it is believed that Proteo and the Subsidiary are in material compliance with all applicable governmental and environmental laws, rules, regulations and policies, there can be no assurance that the business, financial conditions, and results of operations of Proteo and the Subsidiary will not be materially adversely affected by current or future environmental laws, rules, regulations and policies, or by liability occurring because of any past or future releases or discharges of materials that could be hazardous.
Additionally, the clinical testing, manufacture, promotion and sale of a significant majority of the products and technologies of Proteo and the Subsidiary, if those products and technologies are to be offered and sold in the United States, are subject to extensive regulation by numerous governmental authorities in the United States, principally the FDA, and corresponding state regulatory agencies. Additionally, to the extent those products and technologies are to be offered and sold in markets other than the United States, the clinical testing, manufacture, promotion and sale of those products and technologies will be subject to similar regulation by corresponding foreign regulatory agencies. In general, the regulatory framework for biological health care products is more rigorous than for non-biological health care products. Generally, biological health care products must be shown to be safe, pure, potent and effective. There are numerous state and federal statutes and regulations that govern or influence the testing, manufacture, safety, effectiveness, labeling, storage, record keeping, approval, advertising, distribution and promotion of biological health care products. Non-compliance with applicable requirements can result in, among other things, fines, injunctions, seizures of products, total or partial suspension of product marketing, failure of the government to grant pre-market approval, withdrawal of marketing approvals, product recall and criminal prosecution.
PATENTS, LICENSES & ROYALTIES
The Subsidiary owns licenses to exclusively develop products based on
patents and filings including nine (9) patents already issued and another four
(4) patent applications already in the process of patent office reviews. Of the
issued patents are two (2) patents which have been issued in the U.S.
Prof. Wiedow, a director of the Company, will receive three percent (3%) of the gross revenues of Proteo and the Subsidiary from products based on patents of which he was the principal inventor. Further, Prof. Wiedow will receive license fees in the amount of approx. $ 100,000 ( 110,000) per year and a refund for all expenses to maintain the patents (patent fees, lawyers fees, etc.)
AstraZeneca Inc. (formerly Zeneca Inc., formerly ICI Pharmaceuticals Inc.) had held the patents for elafin for several years and has significantly contributed to the current knowledge. Therefore, AstraZeneca Inc. will receive two percent (2%) of the gross revenues of Proteo and the Subsidiary from products based on patents in which Prof. Wiedow was the principal inventor.
Proteo holds an exclusive license of those patents:
USA US 5464822 USA US 6245739 EU EP 0402068 Japan JP 2989853 Australia AU 636148 Canada CA 2018592 Finland FI 902880 Ireland IE 070520 Israel IL 094602 New Zealand NZ 233974 Norway NO 177716 Portugal PT 094326 |
South Africa ZA 9004461
EMPLOYEES
Currently, Proteo has one full time employee, and Proteo Biotech AG has five employees. We expect the number of employees in the Subsidiary to increase to six in 2002.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company for the period from inception until December 31, 2001 and the financial statements of Old Proteo from inception until December 31, 2001, as well as applicable pro forma financial information, will be filed by amendment to this Form 8-K within the time period required pursuant to SEC regulations.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable
EXHIBITS
2.1 Agreement and Plan of Share Exchange
3.1 Articles of Share Exchange
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
PROTEO, INC.
/s/ Joerg Alte
----------------------------------
President
Date: May 2, 2002
|
AGREEMENT AND PLAN OF SHARE EXCHANGE
This Agreement and Plan of Share Exchange (the "Agreement") dated as of this 25th day of April, 2002, by and between Proteo, Inc., a Nevada corporation ("PROTEO"), and Proteo Marketing, Inc., a Nevada corporation ("MARKETING").
WHEREAS, the Board of Directors of PROTEO and the Board of Directors of MARKETING deem it advisable and in the best interests of PROTEO and MARKETING that PROTEO acquire MARKETING by exchanging all of the issued and outstanding shares of MARKETING for shares of PROTEO (the "Share Exchange"); and
WHEREAS, the Board of Directors of PROTEO and the Board of Directors of MARKETING have approved and adopted this Agreement as a "plan of reorganization" within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisions and conditions contained herein, and for other goods and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto agree that all of the issued and outstanding capital stock of MARKETING shall be acquired by PROTEO, upon and subject to the following terms and conditions:
ARTICLE I
GENERAL TERMS AND PROVISIONS
SECTION 1.01. EFFECTIVE TIME. As soon as practicable following the satisfaction or waiver, if permissible, of the conditions set forth in Article IV, herein, PROTEO shall issue new PROTEO Common Stock in exchange for the outstanding MARKETING Stock on the terms provided herein, and MARKETING shall become a subsidiary of PROTEO. The share exchange shall be consummated by filing with the Secretary of State of the State of Nevada articles of share exchange or other appropriate documents (in any case, the "Articles of Share Exchange") in accordance with the Nevada Revised Statutes. The Share Exchange shall become effective at such time as the Articles of Share Exchange are duly filed, or at such later time as PROTEO and MARKETING shall specify in the Articles of Share Exchange (the time the Share Exchange becomes effective being the "Effective Time").
SECTION 1.02. TAKING OF NECESSARY ACTION. PROTEO and MARKETING shall take all such actions as may be necessary or appropriate in order to effectuate the transactions contemplated by this Agreement. If, at any time after the Effective Date, any further action is necessary or desirable to carry out the purpose of this Agreement or to vest PROTEO with title to any or all of the properties, assets, rights, approvals, immunities, of MARKETING, the officers and directors of PROTEO and its subsidiary, at the expense of PROTEO, shall take such necessary or desirable action.
ARTICLE II
EXCHANGE OF SHARES
SECTION 2.01. EXCHANGE OF SHARES. On the Effective Date, PROTEO shall issue one (1) new share of PROTEO Common Stock for each share of Common Stock of MARKETING for a total issuance of 20,286,512 shares. At the Effective Time, each outstanding share of the common stock of MARKETING, by virtue of the Share Exchange and without any further action on the part of the holders thereof, shall be exchanged for one share of PROTEO common stock (except for Dissenting Shares). After the Share Exchange, Shareholders will be entitled to exchange their certificates evidencing MARKETING tock for new certificates representing shares of PROTEO Stock. Promptly after the Effective Time, an agent appointed by PROTEO and MARKETING will notify shareholders of record by mail of the procedures to be followed in order to surrender their certificates evidencing MARKETING Stock to the transfer agent for PROTEO in exchange for certificates representing an identical number of shares of PROTEO. From the Effective Time until the receipt by the transfer agent of the certificates for such MARKETING Stock, each certificate for such MARKETING Stock shall only evidence shares of PROTEO Stock, and shall no longer represent shares of MARKETING Stock.
SECTION 2.02. LOST, DESTROYED, OR STOLEN CERTIFICATES. Shareholders whose certificates evidencing shares of MARKETING Stock have been lost, destroyed or stolen shall be entitled to receive certificates evidencing shares of PROTEO Stock for which such shares of MARKETING Stock were exchanged pursuant to this Agreement in compliance with the provisions of the PROTEO's Bylaws and applicable provisions of law, and upon delivery of such affidavits and indemnity bonds as PROTEO or its transfer agent may reasonably require.
SECTION 2.03. STOCK LEGENDS.
(a) Certificates representing shares of PROTEO Common Stock issued to MARKETING shareholders shall bear an appropriate legend restricting transfer of the shares of the Common Stock represented by such certificate.
(b) PROTEO shall, from time to time, make stop transfer notations in its records to ensure compliance in connection with any proposed transfer of the shares with the Act, and all applicable state securities laws.
SECTION 2.04. RIGHT TO DISSENT / TERMINATION AND RECESSION OF AGREEMENT. MARKETING shall comply with the provisions of the Nevada Revised Statutes with regard to dissenters' rights. In the event that Marketing, in its sole and absolute discretion, determines that the number of Marketing shareholders exercising their dissenters' rights exceeds an amount it deems acceptable, then Marketing shall be entitled to terminate and / or rescind this Agreement and the Exchange.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of PROTEO and MARKETING represents to the other as follows:
SECTION 3.01. CAPITALIZATION. It has no obligation under any agreement with any person to register any of its securities under the 1933 Act or any applicable state securities laws. There are no preemptive rights with respect to any of its securities.
(a) MARKETING. MARKETING represents and warrants that its authorized capital stock consists of 100,000,000 shares of Common Stock, $0.001 par value, of which 20,138,512 shares are issued and outstanding and 20,000,000 shares of Preferred Stock, $0.001 par value, of which no shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of MARKETING are validly issued, fully paid, and nonassessable.
(b) PROTEO. PROTEO represents and warrants that its authorized capital stock consists of 300,000,000 shares of Common Stock, $0.001 par value per share, of which 1,306,667 of the shares are issued and outstanding and 10,000,000 shares of Preferred Stock, $0.001 par value, of which no shares are issued and outstanding as of the date of this Agreement.
ARTICLE IV
CONDITIONS PRECEDENT TO THE SHARE EXCHANGE
The obligations of the parties under this Agreement are subject to the satisfaction of the following express conditions precedent at or before the Effective Date:
SECTION 4.01. COMPLIANCE WITH LAWS. All statutory requirements for the valid consummation by it of the transactions contemplated by this Agreement shall have been fulfilled.
SECTION 4.02. BLUE SKY FILINGS. All Blue Sky filings and permits or orders required to carry out the transactions contemplated by this Agreement shall have been made and received containing no term or condition reasonably unacceptable to it.
SECTION 4.03. ADEQUATE PROCEEDINGS. All corporate and other proceedings, including approval by a majority of the shareholders of MARKETING, in connection with the transactions contemplated herein and all documents incident thereto shall be reasonably satisfactory in form and substance to it and its counsel.
SECTION 4.04. NO ADVERSE CHANGE. Between the date of execution of this Agreement and the Effective Date, PROTEO and MARKETING (a) except in the ordinary course of its business, shall not have incurred any liabilities or obligations (direct or contingent) or disposed of any of its assets, or entered into any material transaction or suffered or experienced any materially adverse change in its condition, financial or otherwise, and (b) shall not have increased its issued and outstanding shares of common stock or any other securities.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. ASSIGNMENT. This Agreement may not be assigned nor any of the performances hereunder delegated by operation of law or otherwise by any party hereto, and any purported assignment or delegation shall be void.
SECTION 5.02. HEADINGS. The article and section headings of this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement.
SECTION 5.03. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, legal representatives, assigns, and transferors.
SECTION 5.04. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. There are no representations, warranties, conditions, or other obligations except as herein specifically provided. Any waiver, amendment, or modification hereof must be in writing. A waiver in one instance shall not be deemed to be a continuing waiver or waiver in other instance.
SECTION 5.05. COUNTERPARTS. This Agreement may be executed in counterparts and each counterpart hereof shall be deemed to be an original, but all such counterparts together shall constitute but one agreement an original, but all such counterparts together shall constitute but one agreement.
SECTION 5.06. NOTICES. All notices, requests, instructions, or other documents to be given hereunder shall be deemed given if in writing, sent registered mail:
to PROTEO: to MARKETING: Attn: Joerg Alte Attn: Joerg Alte 2775 Mesa Verde Drive East, #F101, 2775 Mesa Verde Drive East, #F101, Costa Mesa, CA 92626 Costa Mesa, CA 92626 |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.
PROTEO, INC. (PROTEO)
By: /s/ Joerg Alte _________________________ Joerg Alte, President |
PROTEO MARKETING, INC. (MARKETING)
By: /s/ Joerg Alte _________________________ Joerg Alte, President |
ARTICLES OF SHARE EXCHANGE
between
PROTEO, INC.
a Nevada corporation
(the Acquiring Company)
and
the holders of the entire issued share capital of
PROTEO MARKETING, INC.
a Nevada corporation
(the Acquired Company)
In accordance with NRS 92A.200
The undersigned, Joerg Alt and Ulrich Glaeser, being the Presidents and Secretaries of both Proteo, Inc., a Nevada corporation, and Proteo Marketing, Inc., a Nevada corporation (collectively, the "Constituent Corporations"), DO HEREBY CERTIFY as follows:
(1) The Constituent Corporations in the share exchange (the "Exchange") are:
Proteo, Inc., a Nevada corporation ("PTEO"), the acquiring company, whose principal business office is located at 2775 Mesa Verde East, F#101, Costa Mesa, California 92626; and
Proteo Marketing, Inc., a Nevada corporation ("Marketing"), the acquired company, whose principal business office is located at 2775 Mesa Verde East, F#101, Costa Mesa, California 92626; and
(2) An Agreement and Plan of Share Exchange dated as of March 26, 2002 (the "Plan of Share Exchange") has been approved, adopted, and executed by each of the Constituent Corporations in accordance with NRS 92A.200 et seq. of the Nevada Corporations Act.
(3) Approval of the Exchange was not required by the owners of PTEO.
(4) Approval of the Exchange was required by the owners of Marketing. The number of shares of the corporation outstanding and entitled to vote on the Exchange is 20,286,512 that the said changes and amendments have been consented to and approved by 66% of the voting shares outstanding, which constitutes a majority all of the stockholders of each class of stock outstanding and entitled to vote thereon in accordance with NRS 92A.120 of the Nevada Corporations Act and was therefore sufficient for approval of the Exchange.
(5) The Plan of Share Exchange is on file at the Registered Office of PTEO located at 2775 Mesa Verde East, F#101, Costa Mesa, California 92626, and a copy of the Plan will be furnished by PTEO, on the request, and without cost, to any owner of any entity which is a party to this Exchange.
(6) The Exchange shall become effective at 5:00 p.m. Nevada time on the date on which these Articles of Share Exchanged are filed by the Secretary of State of the state of Nevada.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of Share Exchange to be duly executed as of this 25th day of April, 2002.
Proteo, Inc., Proteo Marketing, Inc., a Nevada corporation a Nevada corporation By: /s/ Joerg Alte By: /s/ Joerg Alte Joerg Alte, President Joerg Alte, President By: /s/ Ulrich Glaeser By: /s/ Ulrich Glaeser Ulrich Glaeser, Secretary Ulrich Glaeser, Secretary |