1 (Form 8-K)
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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March 26, 2002
Date of Report (Date of earliest event reported)
INTERNATURAL PHARMACEUTICALS, INC.
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(Name of Small Business Issuer in its charter)
Nevada 52-2265135
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4201 Wilshire Boulevard, Suite 525
Los Angeles, California 90010
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (323) 954-9808
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Internatural Pharmaceuticals, Inc., (the "Company"), a Nevada corporation,
recently acquired a majority interest in Neurochemical Research Corp.,
("NRC") a Tennessee Corporation.
A. THE TRANSACTION
On March 22, 2002, the Company entered into a Stock Purchase Agreement
With Promissory Note with Coslabs, Ltd., H. Bana Ltd., and Overland Food Co.,
owners of common shares of NRC. Pursuant to this agreement, the Company
purchased 7,390,000 shares of NRC's common stock, or approximately 73.44% of
the 10,062,234 total issued and outstanding shares. On March 27, 2002, the
effective date of the Stock Purchase Agreement, the Company became majority
owner of NRC.
Moreover, on March 28, 2002, the Company entered into a Stock Exchange
Agreement with Neurochemical Research Corp. wherein the Company issued to
NRC 2,000,000 post 5:1 forward split shares of unissued common stock of the
Company and NRC issued to the Company 2,000,000 post 1:6 reverse split shares
of unissued common stock of NRC.
This transaction did not involve a material relationship between the
above-mentioned previous owners of NRC and the Company, its affiliates,
directors, officers or any associates of the Company's directors and
officers.
B. ORGANIZATION OF THE ACQUIRED BUSINESS
NRC was originally incorporated in Delaware on June 23, 1997. In
November of 2000, NRC formed another corporation in the State of Nevada for
purposes of changing is state of incorporation from Delaware to Nevada. The
Delaware corporation was merged into the Nevada corporation on the 21st day
of November, 2000. The Delaware corporation was merged out of existence on
that same day and hour.
On May 7, 2001, NRC's shareholders met and approved a merger with Covenant
Environmental Technologies, Inc., ("CET") a Tennessee corporation. The
separate existence of NRC ceased and CET became the surviving corporation.
The surviving corporation then changed its name to Neurochemical Research
Corporation by filing amended Articles of Incorporation with the Tennessee
Secretary of State on June 5, 2001.
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Presently, NRC operates out of its place of business located in San Luis
Obispo, California.
C. NATURE OF THE ACQUIRED BUSINESS
NRC markets and distributes nutitional products that provide a natural
alternative to prescription drugs, offering no side effects and supplementing
individual nutritional imbalances. Presently, NRC's product line includes the
following:
(1) QuitSystem - Alcohol Recovery Systems.
This therapeutic helps repair damage caused by excessive alcohol
consumption. It promotes the restoration of normal digestive and
nutrient absorption mechanics in the recovering alcoholic while
reducing the discomfort of withdrawal.
(2) QuitSystem - Stimulant Abuse Recovery.
This drug-free program features nutrient therapy for the recovering
drug abuser. Each capsule is formulated to promote a positive
balance of anabolic activity for restoration of damaged tissue and
neuro-transmitting function. Anabolic activity pertains to
synthetic phase of metabolism.
(3) QuitSystem - Smoker's Recovery.
This formula provides the intensive replenishment of nutrients lost
from smoking. On the same day of quitting it helps alleviate the
biggest obstacle to quitting-anxiety, cravings and depression. This
is nicotine free therapy.
(4) Anaplex-D - For Depression.
Formulated to provide the best combination of nutrients for those who
suffer from biochemical imbalances which affect the mood and behavior,
causing depression. This formula represents a natural alternative to
prescription antidepressant drugs.
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(5) Anaplex- SD - for Stress.
This non-prescriptive formula is a combination of pharmaceutical grade
amino acids, vitamins and minerals, which assist in relieving stress
anxiety and situational depression that can be caused by deficiencies in
nutrients.
(6) ChemoKare- Cancer Treatment.
This supplement contains Protykin and Activin both found in grapes and
grape extract. Together they have been shown to possess a wide range of
antioxidant, energy boosting and cancer fighting properties.
(7) VisionKare - for Vision Loss.
Recent studies have shown that the proper nutrition can have a
significant impact on age-related eye care. This supplement was
formulated with L-Optizinc and Lutein, two recognized antioxidants that
inhibit the process of macular degeneration, the leading cause of legal
blindness in the United States. Macular degeneration is a condition in
which cells of the macula lutea degenerate, resulting in blurred vision
and ultimately blindness. The macula lutea is a minute yellowish area
containing the forea centralis located near the center of the retina of
the eye at which visual perception is most acute.
NRC intends to continue marketing and distributing these products while
positioning itself as an innovative, aggressive leader in the emerging self-
care industry. NRC has identified potential markets for its nutritional
supplements, health and diet products and new-age cosmetics and will continue
to create market niches where there were none before, constantly generating
new products that spin off the needs, hopes and desires of a newly emerging
society.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On March 26, 2002, the Company entered into an employment agreement with
Mr. Charles McGuirk. Therein, the Company agreed to employ Mr. McGuirk as
Chief Executive Officer and Vice President. Moreover, upon appointment by
shareholder approval, Mr. McGuirk will serve the company as its Director.
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Mr. McGuirk is a management and consulting business executive with 20
years experience marketing, corporate mergers, insurance, brokerage, sales,
consultation and training. Of his over 20 years of work experience, he has
served in various capacities, at least seven insurance companies including
Blue Cross of California as Regional Manager. In recent years, he has worked
as officer and member of the Board of Directors including being an interim
corporate officer for Integrated Communication Network, Inc., Advance Laser
Products, Inc. and PhoneTime Resources, Inc. prior to the merger with Global
Access Pager. Charles J. McGuirk has an Associate Degree in Arts and Letters
from Santa Monica College with continuing education from Loyola University
and Merced Community College for Parallegal Studies. He has also earned
accreditation as underwriter and insurance sales and brokerage from LIMRA
School of Management for Professional Education.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION OF
ACQUIRED BUSINESS
At the time of the filing of this Current Report, Form 8-K, there were no
current financial statements and/or pro forma financial information available
with respect to the acquired business, NRC, discussed in Item 2 above.
Therefore, none accompany this filing at this time. However, the Company
will amend this filing and insert the required financial information as soon
as they become available.
B. EXHIBITS
Accompanying this filing and incorporated by reference herein are the
following exhibits:
7.1 Stock Purchase Agreement with Promissory Note,
dated March 27, 2002.
7.2 Stock Exchange Agreement, dated March 28, 2002.
7.3 Trademark Assignment Agreement, dated April 4, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 10, 2002 INTERNATURAL PHARMACEUTICALS, INC.
By: /s/ Lucille Abad
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Lucille Abad
President