U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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
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