>>God Bless You All! ADGI has been good to me, in my buying and selling shares, of ADGI, but it is not related to ADVR in any way, shape form or fashion.<<
Interestingly, AVIX (Bauer and Cohen) are " consultants" for ADVR and ADGI. As "consultants" they procured financing, secured contracts, secured PR agencies and made the "introductions" of the key "parties" in both companies. For this they were awarded millions of shares in each of these companies. They appear to pull the strings for both companies, puppeteers might be a good word.
The Company in fiscal 1995, entered into a consulting agreement with
Leonard Cohen and Elliot Bauer, the two principals of AVIX International Pharmaceutical Corp., a New York corporation ("AVIX").and on January 15, 1996, entered into a further consulting agreement with AVIX, to perform additional services for the Company. Pursuant to the initial agreement, AVIX, through its contacts in China and the Far East, and elsewhere, has continued to endeavor to
secure for the Company further source manufacturers for Human Serum Albumin
("HSA"). ________snip_______
significant loss of blood, and where HSA serves as a short-term blood substitute which prevents shock. In addition, HSA does not require refrigeration and therefore is well suited to the climates in Central and South American, as well as in Africa, where refrigeration is not readily available in outlying areas, outside of urban centers. AVIX also advanced to the Company the sum of $50,000 pursuant to a convertible promissory note, in the form attached to this Report as an exhibit, to assist the Company in its cash flow. See "MANAGEMENT'S PLAN OF OPERATION". The Company also entered into two consulting agreements with AVIX International Pharmaceutical Corp. (AVIX) and its principals. In the initial agreement, AVIX's principals agreed to provide services: to identify pharmaceutical companies to engage in joint ventures with the Company; seek approvals for product sale in foreign countries; and introduce the Company to public relations and investment banking firms. AVIX introduced ETLC to the Company. In the second, AVIX provided services in development, manufacturing, and marketing of medically products outside of the United States including HSA and developed sources for HSA. AVIX also secured for the Company a supply for HSA directly from a factory in China at a time when HSA was in short supply or was otherwise temporarily unavailable though UBI's previous supplier. In addition, to the arrangement AVIX has made from the HSA supply directly from that manufactured in China, AVIX has recently introduced the Company to Hemo Biologics International, Inc. of Ft. Lauderdale, FL. Hemo Biologics' source is another manufacturer in China, and therefore the Company believes that it has successfully developed alternative supplies in the event that any one supplier shall have a temporary shortfall, as has occurred from time to time in the past.
As further service to the Company, AVIX has made the introduction and incurred all initial expenses in connection with the introduction to the Company of Ms. Judy Grossman, a specialist in corporate restructuring, mergers and acquisitions, and refinancing of public companies. Ms. Grossman has provided continued services to the Company in evaluating the nature and amount of consideration that
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the Company should pay if it determines to consummate the arrangement with Aptek. Ms. Grossman has also assisted the Company in evaluating ISS, and has consulted the Company regarding the expansion of its contractual arrangements
with UBI, including the acquisition of the telemedicine program rights.
AVIX and its principals were issued a total of ,500,000 (8,500,000?) shares which were included in registration statements on Form S-8, one for 1 million shares to each of Messrs. Cohen and Bauer, dated December 13, 1995 and the other for 6,500,000 shares dated February 29, 1996, which included 1,300,000 shares which were issued to and registered for Diversified Corporate Consulting Group L.C., a
financial public relations firm, which AVIX engaged in furtherance of AVIX's obligation to secure for the Company a corporate and financial public relations firm to assist in the promotion of the Company and its principal business endeavors, which involve medical related products. Both such registration statements are incorporated by reference in Item 7 below.
Pursuant to the latter agreement with AVIX referenced above, in or about January, 1996, AVIX introduced the Company to Emerging Trends Linkages Corp., a New York corporation ("ETLC"), and assisted in the negotiations between ETLC and the Company for the purpose of entering into a consulting agreement
with ETLC, which efforts by AVIX were instrumental in the Company's ability to finalize a definitive agreement with ETLC dated as of February 12, 1996.
In consideration for the February 12, 1996 agreement with ETLC, the Company issued 600,000 shares to ETLC and granted ETLC and option to acquire 900,000 shares, for a price that was adjusted to $.18 per share. These shares and the shares underlying the option were registered in the Company's registration statement on Form S-8 filed with the Commission on February 29, 1996. This option may be deemed as ETLC's payment for the rights to market the
Company's products within its territory. ETLC paid the Company $81,000 or the exercise of the option for 450,000 shares. This agreement was amended in May 31, 1996, to also provide for the sale by ETLC, on behalf of the Company, of Test Kits for Strep, Cholera, Syphilis, and Gonorrhea. In connection with this amendment, additional consideration of 1,500,000 shares was agreed to be issued to ETLC, which shares are to be registered in a registration statement on Form S-1, to be filed under the Securities Act of 1933, as amended (the "Act").
You will similar language in the SEC filings for ADVR. You are not new to either company and I'm sure I am not infomring you of anything you don't already know. Old Jakes, declaration "for informational purposes only" that the two companies" are not related in any way, shape form or fashion" negelected to mention the above named aspects of how the companies are "connected". It is true that there "businesses" are different but there are ties, as you of course already know, John. I'm sure you are interested in having the record set straight. |
