SHARE EXCHANGE AGREEMENT

 

Exhibit 2.3

 

 

 

                            SHARE EXCHANGE AGREEMENT

 

     THIS SHARE EXCHANGE AGREEMENT   ("Agreement') made this 28th day of February

2005, by and between Medical Makeover   Corporation of America,   Inc., a Delaware

corporation, (the "Parent"), Aventura Makeover Corporation ("Aventura"),   Garden

of Eden Skin Care, Inc.("Eden") a Florida Corporation and the individuals listed

in Exhibit A attached hereto,   (the   "Shareholders"),   which Shareholders own of

all the issued and outstanding   shares of Eden. Parent,   Aventura,   Shareholders

and Eden being sometimes   hereinafter   collectively referred to as the "Parties"

or generically as a "Party").

 

                                    Preamble:

 

     WHEREAS,   the respective   boards of directors of Parent,   Aventura and Eden

believe   it is in   the   best   interests   of   each   Party   and   their   respective

stockholders   that Eden becomes a wholly owned   subsidiary   of Aventura   and, in

furtherance thereof, have approved this transaction; and

 

     WHEREAS, Aventura is a wholly-owned subsidiary of Parent; and

 

     WHEREAS,   pursuant to the terms of this   transaction,   as   hereinafter   set

forth,   among other things,   all of the outstanding   and reserved   securities of

Eden will be acquired by Aventura and   exchanged   for 50,000   shares of Parent's

common stock,   $0.001 par value ("Parent's   common stock") and a cash payment of

twelve thousand dollars ($12,000.00), assumption of verifiable existing business

credit   card   debt not to exceed   $3,000,   with   $1,000   payments   made   monthly

beginning in March 2005; and

 

     WHEREAS,   the Parties have mutually agreed to make certain   representations

and   warranties and other   agreements in connection   with this   transaction   and

their subsequent operating and business relationships; and

 

     NOW,    THEREFORE,    in   consideration    of   the   covenants,    promises   and

representations set forth herein, and for other good and valuable   consideration

the sufficiency of which is acknowledged,   the Parties,   intending to be legally

bound, hereby agree as follows:

 

     1. EXCHANGE OF SECURITIES AND OTHER CONSIDERATION   Subject to the terms and

conditions of this Agreement,   the Parent agrees to issue to Shareholders   Fifty

Thousand   (50,000)   shares   of the   Parent's   common   stock,   $0.001   par   value

("Parent's   common   stock")   and a   cash   payment   of   twelve   thousand   dollars

($12,000.00),    in   exchange   for   Aventura    acquiring    500   shares   of   Eden,

representing 100% of the issued and outstanding shares of Eden ("Eden's Stock"),

such that Eden shall become a wholly owned subsidiary of Aventura.

 

 

     2.   REPRESENTATIONS   AND   WARRANTIES.   Parent   represents   and   warrants to

Shareholders and Eden the following:

 

          i.   Organization,   Standing and Power.   Parent is a   corporation   duly

     organized,   validly   existing,   and in   good   standing   under   the   laws of

 

 

 

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     Florida, and has all necessary corporate powers to own properties and carry

      on a business, and is duly qualified to do business and is in good standing

     in Florida.   A true and correct copy of its articles of   incorporation   and

     bylaws,   as amended to date,   are   available   at the   Security and Exchange

     Commission's   ("SEC") web site in the EDGAR archives,   filed as exhibits to

     the   report   on Form   10-KSB   for   the   year   ended   2004,   and any   future

     modifications   thereof will be filed with the   Commission   and will also be

     available at such site.

 

          ii.   Capital.   The   authorized   capital   stock of Parent   consists   of

     200,000,000 shares of common stock,   $0.0001 par value, of which 46,996,913

     are issued and   outstanding,   and   10,000,000   shares of   preferred   stock,

     $0.0001 par value,   none of which are issued.   All   outstanding   shares are

     fully   paid   and   non-assessable,   free of   liens,   encumbrances,   options,

     restrictions   and legal or   equitable   rights of others not a party to this

     Agreement. At closing, there will be no outstanding subscriptions, options,

     rights,    warrants,    convertible    securities,    or   other   agreements   or

     commitments   obligating   Parent to issue or to transfer   from   treasury any

     additional shares of its capital stock.

 

          iii. Financial Statements. The Parent's Financial Statements comply as

     to form in all Material   respects with applicable   accounting   requirements

     and   with the   published   rules   and   regulations   of the SEC with   respect

     thereto,    have   been   prepared   in   accordance   with   generally    accepted

     accounting    principles    ("GAAP")   and   fairly   present   the   consolidated

     financial   position of Parent at the date thereof and of its operations and

     cash   flows for the period   then   ended,   subject to normal   year end audit

     adjustments.   There has been no change in Parent's   accounting   policies or

     estimates    except   as   described   in   the   notes   to   Parent's    financial

     statements.   Since the date of the financial statements, there has not been

     any change in the   financial   condition   or   operations   of Parent,   except

     changes in the ordinary   course of business,   which changes have not in the

     aggregate been materially adverse.

 

           iv.   Absence of Changes.   Since the date of the financial   statements,

     there has not been any change in the   financial   condition or operations of

     the   Parent,   except   changes in the   ordinary   course of   business,   which

     changes have not in the aggregate been materially adverse.

 

          v.   Liabilities.    Parent   does   not   have   any   debt,   liability,   or

     obligation   of   any   nature,   whether   accrued,   absolute,   contingent,   or

     otherwise,   and whether due or to become due,   that is not reflected on the

     Parent's   financial   statement.    Parent   is   not   aware   of   any   pending,

     threatened or asserted claims,   lawsuits or contingencies   involving Parent

     or its common stock.

 

          vi. Ability to Carry Out Obligations. Parent has the right, power, and

     authority to enter into and perform its   obligations   under this Agreement.

     The execution and delivery of this Agreement by Parent and the   performance

     by Parent of its   obligations   hereunder   will not   cause,   constitute,   or

     conflict   with or   result   in (a) any   breach   or   violation   or any of the

 

 

 

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     provisions   of or   constitute   a   default   under   any   license,   indenture,

      mortgage, charter, instrument,   articles of incorporation,   bylaw, or other

     agreement or instrument   to which Parent is a party,   or by which it may be

     bound,   nor will any   consents   or   authorizations   of any party other than

     those hereto be required, (b) an event that would cause Parent to be liable

     to any   party,   or (c) an   event   that   would   result   in the   creation   or

     imposition   or any lien,   charge or   encumbrance   on any asset of Parent or

     upon the securities of Parent to be acquired by the Shareholder.

 

          vii. Full Disclosure.   None of the representations and warranties made

     by the Parent   contains or will contain any untrue   statement of a material

     fact, or omit any material fact the omission of which would be misleading.

 

          viii. Conduct of Business.   Prior to the closing, Parent shall conduct

     its business in the normal course.

 

          iv. Title. The Parent's Shares to be issued to the   Shareholders   will

     be, at closing, free and clear of all liens,   security interests,   pledges,

     charges,   claims,   encumbrances   and   restrictions   of any kind   except   in

     accordance   with   federal   and   state    securities   law    requirements   and

     specifically Rule 144 of the federal securities rules and regulations. None

     of such   Parent's   Stock   are or will be   subject   to any   voting   trust or

     agreement.   There is no   applicable   local,   state or   federal   law,   rule,

     regulation,   or decree   which   would,   as a result of the   issuance   of the

     Parent's Stock to   Shareholders,   impair,   restrict or delay   Shareholders'

     voting rights with respect to the Parent's Stock.

 

     3. SHAREHOLDERS and Eden represent and warrant to Parent the following:

 

          i.   Organization.   Eden   is   a   corporation   duly   organized,   validly

     existing and in good standing under the laws of the State of Florida.   Eden

     has the corporate power to own its property and to carry on its business as

     now being   conducted   and as proposed   to be   conducted   by Eden.   Eden has

     delivered a true and correct   copy of its   articles   of   incorporation   and

     bylaws (or   similar   governing   instruments),   each as amended to date,   to

     counsel for Parent.

 

          ii. Capital   Structure.   The authorized Capital Stock of Eden consists

     of 500   shares   of   common   stock,   $0.001   par   value,   and -0-   shares of

     preferred   stock.   There are 500 shares of Eden common stock and -0- shares

     of Eden preferred stock issued and outstanding, held by the persons, and in

     the amounts, set forth on Schedule A. All outstanding shares of Eden common

     or preferred   stock are duly   authorized,   validly   issued,   fully paid and

     non-assessable and not subject to preemptive rights created by statute, the

     articles of   incorporation or bylaws of Eden or any agreement to which Eden

     is a party   or is   bound.   Eden   has no   other   outstanding   securities   or

     securities   reserved for   issuance   for any   purpose,   there being no other

     obligations   directly   or   indirectly   obligating   Eden to issue any of its

     securities to any person for any purpose;   and there are no other   options,

     warrants,   calls,   rights,   commitments   or   agreements of any character to

 

 

 

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     which   Eden is a party or by which it is bound   obligating   Eden to   issue,

     deliver,   sell,   repurchase   or redeem,   or cause to be issued,   delivered,

     sold,   repurchased   or redeemed,   any shares of the Eden   Capital   Stock or

     obligating   Eden to grant,   extend or enter into any such option,   warrant,

     call, right, commitment or agreement.

 

          iii. Subsidiaries.   Eden does not have any subsidiaries,   and does not

     otherwise own any shares of stock or any interest in, or control,   directly

     or   indirectly,   any other   corporation,   partnership,   association,   joint

     venture or business entity.

 

          iv.   Authority.   Eden   each   has all   requisite   corporate   power   and

     authority to enter into this Agreement and to consummate   the   transactions

     contemplated   hereby.   The execution and delivery of this Agreement and the

     consummation   of   the   transactions   contemplated   hereby   have   been   duly

     authorized by all necessary corporate action on the part of Eden.

 

          v. No Conflict.   The execution and delivery of this   Agreement by Eden

     does not, and the consummation of the transactions contemplated hereby will

      not,   conflict   with, or result in any violation of, or default under (with

     or without   notice or lapse of time,   or both),   or give rise to a right of

     termination,   cancellation   or   acceleration of any obligation or loss of a

     material   benefit under (i) any provision of the articles of   incorporation

     or bylaws of Eden or (ii) any material mortgage, indenture, lease, contract

     or other agreement or instrument,   permit, concession,   franchise, license,

     judgment,   order,   decree,   statute,   law,   ordinance,   rule or   regulation

     applicable to Eden or its properties or assets.

 

          vi. Governmental Consent. No consent, approval, order or authorization

     of, or registration,   declaration or filing with, any court, administrative

     agency or commission   or other   governmental   authority or   instrumentality

     ("Governmental   Entity"),   is   required   by or   with   respect   to   Eden   in

     connection   with   the   execution   and   delivery   of this   Agreement   or the

      consummation   of the   transactions   contemplated   hereby,   except   for such

     consents, approvals, orders,   authorizations,   registrations,   declarations

     and   filings   as   may   be   required   under   applicable   state   and   federal

     securities laws.

 

          vii.    Financial    Statements.    Schedule    3(vii)   Eden's    financial

     statements.   Eden's   financial   statements   are complete and correct in all

     material   respects and have been prepared in accordance GAAP throughout the

     periods   indicated.   Eden shall have its financial   statements for the year

     ended December 31, 2004 prepared at its earliest convenience,   but no later

     than   March 30,   20005.   Eden's   financial   statements   present   fairly the

     financial   condition   and   operating   results   of Eden as of the   dates and

     during the periods   indicated   therein,   subject to normal   year-end   audit

     adjustments,   which will not be material in the aggregate. Eden's financial

     statements comply with the requirements for material acquisitions under SEC

     Regulation   S-B and in a   manner   permitting   Parent   to   comply   with   its

     obligation   under the   Securities   Act and the Exchange Act in   conjunction

     therewith.

 

 

 

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          viii. No Undisclosed Liabilities. Eden represents and warrants that it

     does not have any material   liabilities or   obligations,   either accrued or

     contingent (whether or not required to be reflected in financial statements

     in accordance with generally accepted accounting   principles),   and whether

     due or to become due, which   individually   or in the aggregate (i) have not

     been   reflected in Eden's   balance sheet   (including   the notes thereto) or

     (ii) have not been specifically described in this Agreement.

 

          ix. Title of Properties, Absence of Liens and Encumbrances & Condition

     of Equipment. Schedule 3(ix sets forth a true and complete list of all real

     property owned and leased by Eden and the aggregate annual mortgage, rental

     or other fee payable therefor or under any such lease.   All deeds,   titles,

     leases   and   mortgages   are   in   good   standing,   valid   and   effective   in

     accordance with their   respective   terms,   and there is not with respect to

     Eden under any of such deeds,   titles,   leases or   mortgages,   any existing

     default or event of default   (or event   which with notice or lapse of time,

     or both,   would constitute a default and with respect to which Eden has not

     taken   adequate   steps to prevent such default from   occurring).   Eden each

     holds   good and valid   title to, or, in the case of leased   properties   and

     assets,   valid leasehold   interests in, all of its tangible   properties and

     assets,   real, personal and mixed, used in its business,   free and clear of

     any liens,   charges,   pledges,   security   interests or other   encumbrances,

     except as reflected in Eden's financial statements.   The equipment owned or

     leased by Eden are   listed in   Schedule   3(ix)   (the   "Equipment"),   except

     individual   pieces of equipment   owned by Eden with an individual   value of

     less than $100.   The   Equipment   is,   taken as a whole,   in good   operating

     condition and regularly and properly   maintained,   reasonable wear and tear

     excepted.

 

          x.   Litigation.    Eden   does   not   have   any   suits,   actions,   legal,

     administrative,    arbitration    or   other    proceedings    or    governmental

     investigations   or any other   claims,   pending or   threatened or which Eden

     expects will