SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 reported): October 29, 2003
Inamco International Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-49824 72-1359595
(Commission File Number)(IRS Employer Identification No.)
801 Montrose Ave., South Plainfield, NJ 07080
(Address of Principal Executive Offices)(Zip Code)
(908) 754-4880
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 29, 2003 (the "Effective Date"), pursuant to an Agreement and Plan of
Acquisition we acquired all of the outstanding shares of Medicos Laboratories,
Inc. a Delaware corporation for the issuance of 1,975,000 shares to Varges
George the sole shareholder of Medicos Laboratories, Inc. In addition, on
October 29, 2003, pursuant to an Agreement and Plan of Acquisition we acquired
all of the outstanding shares of Advanced Diagnostics, Inc. a Delaware
corporation for the issuance of 3,000,000 shares to Varges George, the sole
shareholder of Advanced Diagnostics, Inc. Mr. George is also the principal
shareholder and President of Inamco International, Inc. Pursuant to these
Agreements, Medicos Laboratories, Inc. and Advanced Diagnostics, Inc. became our
wholly owned subsidiaries.
The Acquisitions were approved by the unanimous consent of the Board of
Directors of Inamco International, Inc., Medicos Laboratories, Inc. and Advanced
Diagnostics, Inc. on October 29, 2003.
The following table sets forth information regarding the beneficial ownership of
the shares of the Common Stock (the only class of shares previously issued by
the Company) on November 7, 2003 after these transactions, by (i) each person
known by the Company to be a beneficial owner of more than five percent (5%) of
the Company's outstanding shares of Common Stock, (ii) each director of the
Company, (iii) the executive officers of the Company, and (iv) by all directors
and executive officers of the Company as a group, prior to and upon completion
of this Offering. Each person named in the table, has sole voting and investment
power with respect to all shares shown as beneficially owned by such person and
can be contacted at the address of the Company.
SHARES OF
NAME OF BENEFICIAL COMMON
TITLE OF CLASS OWNER STOCK PERCENT OF CLASS
5% STOCKHOLDER
Common Varges George 4,988,948 (1)(2) 99.88%
DIRECTORS AND NAMED
EXECUTIVE OFFICERS
Common Varges George 4,988,948 (1)(2) 99.88%
DIRECTORS AND OFFICERS
AS A GROUP
Common Varges George 4,988,948 (1)(2) 99.88%
(1) Based on a total of 4,994,633 shares outstanding on November 7, 2003 after
the issuance of the shares in the two acquisitions set forth herein.
(2) This amount includes the cancellation of 7,977 shares of Inamco owned by
Advanced Diagnostics, Inc. pursuant to its Acquisition Agreement.
The following is a biographical summary of the directors and officers of the
Company:
Mr. Varges George has been the sole shareholder and president of both Medicos
Laboratories, Inc., and Advanced Diagnostics Inc., since the companies'
inceptions. He is also the president, CFO, Chairman of the Board, and principal
shareholder of Inamco International Corp. In such capacities his
responsibilities include the management of the day-to-day operations of all of
the companies. In addition, he is a liaison with all customers and ensures that
the employees comply with the rules and regulations of the pharmaceutical
industry. He holds a Master of Business Administration degree from the Siddharth
Institute of Industry and Administration of Bombay, India. Mr. George, an
accountant by training, has comprehensive knowledge of import-export markets and
of financial operations which has enabled him to work in fast-paced, highly
diversified environments, orchestrating international transactions involving
millions of dollars with such multi-national conglomerates as IBM, Xerox, Amoco
Oil and Minnesota Mining and Manufacturing. Mr. George was formerly Finance and
Administration Manager for Al Orooba Technical Trading Co. of the United Arab
Emirates, Financial Manager for Sayco Establishment of the United Arab Emirates,
Chief Accountant for Step International Marketing Co. of Bombay, India, and an
Accountant for St. George Automobiles of Thankappan and Madhu, both of Kerala,
India.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to two separate acquisition agreements, we acquired one hundred percent
(100%) of the issued and outstanding shares of common stock of Medicos
Laboratories, Inc. and Advanced Diagnostics, Inc. for a total issuance of
4,975,000 shares of our common stock of the Company. Pursuant to the Agreements,
Medicos Laboratories, Inc. and Advanced Diagnostics, Inc. became our wholly
owned subsidiaries.
We were incorporated in Delaware on January 17, 1993 originally as Omni Assets,
Inc. At the time of our inception, we were established to operate as a financial
consulting firm, whose clients were to be other companies in need of assistance
in raising capital, and/or required advice on mergers and acquisitions, or the
hiring of management. Since our inception we have never been an operating
concern and/or generated any revenues.
Based on the Agreements, we have begun to pursue our new business plan to engage
in the business of the sale and distribution of generic pharmaceuticals and
in-vitro diagnostic test kits. The purchase of the two wholly owned subsidiaries
will also allow us to market the companies two major product lines. Medicos
Laboratories, Inc., will manufacture and market generic drugs (both
over-the-counter and prescription), and Advanced Diagnostics, Inc., will
manufacture and market in-vitro diagnostic test kits and tissue cultures.
Through the Medicos Laboratories, Inc., subsidiary, the products presently being
manufactured include: Acetaminophen tablets, Milk of Magnesia chewable tablets,
Guaifenesin/Dextromethorphan 1200/60 SR tablets, and
Guaifenesin/Dextromethorphan 1000/60 SR tablets.
Through the Advanced Diagnostics, Inc., subsidiary, the products presently being
manufactured include diagnostic test kits for Pregnancy Tests, Allergy
Indicators, Strep A Testing, Ovulation and Fertility testing, Tumor Markers, and
Infectious Diseases tests. The manufacture and distribution of these diagnostic
products range for the fields of Immunology, Clinical Chemistry, Drugs of Abuse,
Elisa Tests, and Rapid One Step Tests. Prominent clients of Advanced Diagnostics
have included the International Red Cross, the World Health Organization and the
Center for Disease Control in Atlanta.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired
Financial statements of the Company will be filed by an amendment to this Report
within 60 days after this Report must be filed.
(b) Pro forma financial information
Pro forma financial information will be furnished with the aforementioned
amendment.
(c) Exhibits
Number Exhibit
- ------ -------
10.1 Agreement and Plan of Acquisition dated as of October 29, 2003 by and
among Inamco International, Inc. and Medicos Laboratories, Inc.
10.2 Agreement and Plan of Acquisition dated as of October 29, 2003 by and
among Inamco International, Inc. and Advanced Diagnostics, Inc.
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.
INAMCO INTERNATIONAL, INC.
By:/s/Varges George
---------------------------------
Varges George
President
November 7, 2003