Exhibit 3
ACQUISITION AGREEMENT
Whereas Fix-Corp, Inc., a corporation which is registered in Ohio,
hereinafter referred to as "FIXX", and Lifechoice, Inc., a Utah corporation, to
become a Delaware corporation, hereinafter referred to as "MUNO", wish to effect
a stock purchase and reorganization; thereupon the said corporations agree as
follows:
I
MUNO, is a Utah corporation in good standing with the Secretary of State.
It is a public company and is currently trading on the NASD-OTC Bulletin Board.
There are no assets or liabilities with regard to said corporation's financial
status, and it is therefore commonly referred to as a "public shell". The
present capitalization consists of 9,798,990 free trading shares currently in
the ownership among approximately 291 shareholders. Said current shareholder
list will be presented to FIXX upon completion of the asset purchase herein. In
addition, there are 10,201,010 restricted shares owned by the Worthington
Company (DBA by Xxxx Xxxxxxxx, wholly owned proprietorship entity).
II
All of the currently issued and outstanding shares of FIXX shall be
transferred into ownership by MUNO. Simultaneously, MUNO shall issue to the
current shareholders of FIXX new and additional shares, which shall be
restricted, so as to effect a 90% ownership by the current FIXX shareholders of
the total shares outstanding of MUNO. Prior to said issuance, the current total
number of MUNO shares shall be reverse split by a ratio of 50 to 1. Thereupon,
after said split and after said merger completion, the following resultant
number of shares shall be outstanding:
A. Current FIXX corporation shall own a total of 3,600,000 restricted
shares;
X. Xxxxxxxxxxx Company shall own a total of 204,020 restricted shares;
C. The 291 public stockholders of MUNO shall own a total of 195,980 free
trading shares ;
D. The resulting total outstanding and issued shares shall thereupon be
4,000,000.
III
In consideration of the transfer of said 90% controlling interest to FIXX,
the cash sum of $U.S. 125,000 shall be paid by FIXX by certified check to the
Worthington Company, for consulting fees, and 100,000 shares of restricted
common stock, with $125,000 payable upon the signing of this agreement.
IV
The closing of said acquisition shall consist of both corporations
effecting signed resolutions by the respective Boards of Directors,
authorizing said acquisition, reverse split of shares, and said transfer
of shares. Xxxx Xxxxxxxx agrees to travel to a mutually agreed on time and
place to carry out consulting activities to effect said acquisition. This shall
include the necessary documents to effect any required name changes, obtaining
a new CUSIP number, Standard and Poor's application, printing and issuance of
stock certificates, issuing press releases, verifying the minutes, books and
records of both corporations, and such other duties as he deems necessary to
effect the said acquisition. Upon the consolidation, all current officers and
directors of MUNO shall resign and the current shareholders of FIXX shall elect
new officers and directors.
In consideration for Xxxx Xxxxxxxx offering the above-mentioned services,
which is contemplated to require approximately 3 full days in Florida or
Missouri, FIXX shall prepay Xxxx Xxxxxxxx'x air fare, travel expenses, and all
out-of-pocket expenses for food & lodging. However, prior to the said
consolidation being effected, FIXX and its current shareholders are requested to
obtain independent legal Counsel to advise them as to the consequences and
liability with regard to said consolidation. Any fees in connection with Xxxx
Xxxxxxxx'x services payable to outside third parties, or regulating agencies,
shall be paid by FIXX.
V
MUNO, represents to FIXX that it is a Utah corporation, in good standing
with said Secretary of State. There are no assets or liabilities within said
corporation. There is no pending litigation, either civil, criminal or
regulatory against MUNO, nor are there any current claims that Xxxx Xxxxxxxx has
knowledge of that is reasonably expected to lead to such litigation in the
future, due to any past deeds or acts of MUNO, its past officers or past
directors, or shareholders. Upon the completion of this acquisition, FIXX's
assets shall become the property of MUNO, with 90% of MUNO's current outstanding
shares becoming owned by FIXX. In the event that within three (3) months of the
closing date of this acquisition, there are any substantial liabilities of
claims against MUNO which are discovered by FIXX within said three months time
period, thereupon FIXX shall have the right to rescind this agreement and effect
a transfer of its assets back to its current shareholders. However, said
rescission must be done in good faith and only in the event that said claims or
liabilities would have a significant impact upon the continuing operations of
FIXX. By way of an example, if a creditor asserts a claim for $500.00 due to a
past debt, and this is the only liability found, Xxxx Xxxxxxxx shall have the
option to reimburse FIXX to avoid the rescission.
VI
FIXX assumes all liability and responsibility for any and all problems,
expenses, litigation, regulatory expenses and actions, in connection with MUNO
continued existence and operation, after the date of said acquisition. Xxxx
Xxxxxxxx shall not be liable or assume any responsibility for any failure or
problems in connection with such matters as stock trading, liquidity, lack of
market
2
makers, lack of regulatory permission to issue new stock for consideration,
which FIXX and MUNO may or may not be able to complete or comply with in the
future.
VII
This agreement is conditioned upon the financial statement and records and
business plan information of FIXX being physically mailed or presented to Xxxx
Xxxxxxxx for his review and approval. Said records shall be presented to Xxxx
Xxxxxxxx on or before October 06, 1995, and he shall thereupon have 72 hours to
approve or disapprove of said material. Said approval is being carried out as
part of a "due diligence" review on behalf of the current shareholders of MUNO.
VIII
It is contemplated that the name of MUNO, shall be changed to "Fix-Corp,
Inc.", upon the effective date of said acquisition, and Xxxx Xxxxxxxx shall
assist with said name change.
IX
It is contemplated that the current transfer agent for MUNO is Transamerica
Securities Inc., an SEC approved transfer agent. FIXX agrees to continue to use
said transfer agent for a minimum of (2) years. By way of full disclosure, Xxxx
Xxxxxxxx is a shareholder and director of said transfer agent. The fees to be
charged to effect any stock transfers shall be the usual and customary fees
currently being charged by similar transfer agents.
X
In the event that FIXX fails to complete this consolidation agreement,
unless extended by mutual consent, and MUNO is ready, willing and able to
complete said consolidation by said date, thereupon the aforesaid $125,000
deposit sum shall be retained by Xxxx Xxxxxxxx as liquidated damages.
XI
This agreement shall be governed by the laws of Nevada, and in the event of
any dispute, the parties agree to binding arbitration, pursuant to the rules of
the American Arbitration Association, with the prevailing party to be awarded
attorney fees and all court costs in the event of any litigation.
3
Wherefore the parties agree and co sent to the above.
----------------------------------- ----------------------------------
Fix-Corp, Inc. Lifechoice, Inc.
Xxxx Xxxxxx Xxxx X. Xxxxxxxx
President Chief Executive Officer
DATED DATED
------------------------------ -----------------------------
Xxxx Xxxxxx Xxxx X. Xxxxxxxx
00000 Xxxxx Xx., XXX 000 115 Park Rd.
Beachwood, OH 44122 Xxxxxxxxxxx, XX 00000
Tel: (000) 000-0000 Tel: (000) 000-0000
4
