<SUBMISSION>
<ACCESSION-NUMBER>0001110396-03-000002
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20030701
<ITEMS>5
<ITEMS>6
<ITEMS>7
<FILING-DATE>20030829
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>INNOVATIVE COATINGS CORP
<CIK>0001110396
<ASSIGNED-SIC>3470
<IRS-NUMBER>582337027
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-32161
<FILM-NUMBER>03873724
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1650 AIRPORT ROAD
<STREET2>SUITE 110
<CITY>KENNESAW
<STATE>GA
<ZIP>30144
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1650 AIRPORT DRIVE
<STREET2>SUITE 110
<CITY>KENNESSAW
<STATE>GA
<ZIP>30144
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>insta8k.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>                       SECURITIES AND EXCHANGE COMMISSION</TITLE>
</HEAD>
<BODY>

<FONT SIZE=3><P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington, D.C. 20549</P>
<P ALIGN="CENTER">FORM 8-K</P>
<P ALIGN="CENTER">CURRENT REPORT</P>
<P ALIGN="CENTER">Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</P>
<P ALIGN="CENTER">Date of Report (Date of earliest event reported):  July 1, 2003</P>
<P ALIGN="CENTER">INSTACHEM SYSTEMS, INC.</P>
<P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=619>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">Oklahoma</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">0-12914</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">Unassigned</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(Commission File Number)</FONT></TD>
<TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(IRS Identification Number)</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3>
<P ALIGN="CENTER">1650 Airport Drive, Suite 110, Kennesaw, Georgia 30144</P>
<P ALIGN="CENTER">(Address of principal executive offices, zip code)</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">(770) 321-0858</P>
<P ALIGN="CENTER">(Registrant's telephone number, including area code)</P>

<P>ITEM 1. CHANGES IN CONTROL OF REGISTRANT</P>
<P>Not applicable.</P>
<P>ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS</P>
<P>Not applicable.</P>
<P>ITEM 3. BANKRUPTCY OR RECEIVERSHIP</P>
<P>Not applicable.</P>
<P>ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT</P>
<P>Not applicable.</P>
<P>ITEM 5. OTHER EVENTS</P>
<U><P>Reincorporation in Oklahoma</U>.</P>
<P>On August 11, 2003, the Innovative Coatings Corporation, a Georgia corporation ("ICC"), merged with and into ICC Holdings Corp., an Oklahoma corporation ("ICC Oklahoma"), which was the survivor in the merger.  ICC Oklahoma was a wholly-owned subsidiary of ICC prior to the merger.  The merger was effected for the purpose of changing ICC's state of incorporation from Georgia to Oklahoma.  The merger was effected without shareholder approval of ICC pursuant to O.C.G.A. Section 14-2-1104(a), or ICC Oklahoma pursuant to Section 1083 of the Delaware General Corporation Act.  The common stock of ICC Oklahoma has identical rights, terms and privileges as the common stock of the Company, except that the common stock of ICC had no par value, while the common stock of ICC Oklahoma has a par value of $0.001 per share.  </P>
<P>Immediately prior the merger, ICC exercised its right to convert each share of outstanding Series A Preferred Stock into one share of common stock, as a result of which all 1,156,683 shares of Series A Preferred Stock that were outstanding were converted into an equivalent number of shares of common stock.  </P>
<P>Pursuant to the merger, on the effective date of the merger:</P>
<P>-- each share of common stock of ICC is entitled to receive one share of common stock of ICC Oklahoma,</P>
<P>-- each option, warrant or other instrument convertible or exchangeable into shares of common stock of ICC is automatically convertible into an equivalent number of shares of common stock of ICC Oklahoma.</P>
<P>The effective date of the merger was August 11, 2003.  All of the outstanding certificates of ICC representing shares of stock of ICC shall be deemed for all purposes to evidence ownership of and to represent the shares of ICC Oklahoma, as the case may be, into which the shares of stock of the Company represented by such certificates have been converted as herein provided and shall be so registered on the books and records of ICC Oklahoma and its transfer agent. The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to ICC Oklahoma or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of stock of ICC Oklahoma, as the case may be, evidenced by such outstanding certificate.</P>
<P>ICC Oklahoma believes that the issuance of its common stock to shareholders of ICC in connection with the above-described transaction was exempt from the registration requirements of the Securities Act of 1933 (the "1933 Act") by virtue of Rule 145(a)(2) promulgated under the 1933 Act.  Prior to the transaction described above, ICC had previously registered its common stock pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), and therefore was subject to the reporting requirements of Sections 13 under the 1934 Act.  ICC Oklahoma believes that its common stock is deemed registered under Section 12 of the 1934 Act on the grounds that it is a successor to ICC pursuant to Rule 12g-3(a) promulgated under the 1934 Act, and therefore ICC Oklahoma is subject to the reporting requirements of Section 13 of 1934 Act. </P>
<U><P>Holding Company Formation</U>.</P>
<P>On August 12, 2003, pursuant to an Agreement and Plan of Reorganization, ICC Oklahoma merged with and into ICC Merger Corp., an Oklahoma corporation ("ICC Merger"), which was the survivor in the merger.  Under the merger, shares of ICC Oklahoma common stock are entitled to receive an equivalent number of shares of common stock of Instachem Systems, Inc., an Oklahoma corporation ("Instachem").  Prior to the reorganization, Instachem was a wholly-owned subsidiary of ICC Oklahoma, and ICC Merger was a wholly-owned subsidiary of Instachem.  The reorganization was effected for the purpose of reorganizing ICC Oklahoma as a holding company, under which Instachem is now the parent company with the exact same shareholder base that ICC Oklahoma had prior to the reorganization.  All of the former assets, liabilities and operations of ICC Oklahoma are now held by ICC Merger by virtue of its position as the successor in interest to ICC Oklahoma in the reorganization.  The merger was effected without shareholder approval of Instachem, ICC Merger or ICC Oklahoma pursuant to Section 1081(G) of the Oklahoma General Corporation Law.  The common stock of the Instachem has identical rights, terms and privileges as the common stock of ICC Oklahoma.</P>
<P>Pursuant to the reorganization:</P>
<P>-- each share of common stock of ICC Oklahoma became entitled to receive one share of common stock of Instachem;</P>
<P>-- each option, warrant or other instrument convertible or exchangeable into shares of common stock or preferred stock of ICC Oklahoma automatically became convertible into an  equivalent number shares of common stock or preferred stock of Instachem.</P>
<P>The effective date of the reorganization was August 12, 2003.  All of the outstanding certificates of ICC Oklahoma representing shares of stock of ICC Oklahoma shall be deemed for all purposes to evidence ownership of and to represent the shares of Instachem, as the case may be, into which the shares of stock of ICC Oklahoma represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Instachem and its transfer agent. The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Instachem or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of stock of Instachem, as the case may be, evidenced by such outstanding certificate.</P>
<P>Prior to the reorganization, ICC's common stock was traded on the Pink Sheets under the symbol "IVGC."  Instachem is in the process of applying for a new cusip number for its common stock, and a new trading symbol, but has not received either at this time.</P>
<P>Instachem believes that the issuance of its common stock to shareholders of ICC Oklahoma in connection with the above-described transaction was exempt from the registration requirements of the 1933 Act by virtue of certain no action letters issued by the Securities and Exchange Commission with respect to holding company reorganizations effected under comparable statutes in other states. Prior the transaction described above, ICC Oklahoma believes that its common stock was deemed registered under Section 12 of the Securities Exchange Act of 1934 (the "1934 Act") on the grounds that it was a successor to ICC pursuant to Rule 12g-3(a) under the 1934 Act.  Instachem believes that its common stock is deemed registered under Section 12 of the 1934 Act on the grounds that it is a successor to ICC Oklahoma pursuant to Rule 12g-3(a) promulgated under the 1934 Act, and therefore Instachem is subject to the reporting requirements of Section 13 of 1934 Act. </P>
<U><P>Termination of Operations/Proposed Recapitalization</U>.</P>
<P>In June 2003, ICC terminated operations when it was forced to vacate its premises in Kennesaw, Georgia.  Since that time, ICC signed a nonbinding letter of intent to recapitalize the Company with a group of significant shareholders of the Company.  The reincorporation of ICC in Oklahoma, and the reorganization of ICC as a holding company, with Instachem surviving as the publicly traded holding company, was a condition to the completion of a recapitalization transaction, as the shareholder group was not willing to make a new investment in ICC directly given in light of its significant outstanding liabilities.  At this time, completion of the recapitalization is contingent upon the execution of definitive documents, the satisfactory completion of due diligence by the investors, and negotiations with certain creditors.  There is no assurance that any recapitalization will actually take place, that the recapitalization will be on terms advantageous to existing shareholders, or that Instachem will be able to raise sufficient new capital in the recapitalization to enable it to fulfill its business plan.  As a part of the recapitalization, Instachem anticipates that a new board of directors and new officers will be appointed, but their identities are not known at this time. </P>
<P>ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS</P>
<P>Effective July 1, 2003, Don H. Sigler and Wayne Bean resigned as directors of ICC.  Messrs. Sigler and Bean did not provide ICC with a letter stating the reasons for their resignation. As a result of the resignations, Jerry Phillips became the sole director of ICC.  As a result of the transactions described above, Mr. Phillips is now the sole director of Instachem.  </P>
<P>ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS</P>
<P>(a)     Financial Statements of Businesses Acquired:  None.</P>
<P>(b)     Pro Forma Financial Information:  None.</P>
<P>(c)     Exhibits:</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=619>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">Regulation S-B No.</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">Description</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">2.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=3><P>Certificate of Ownership and Merger regarding the merger of Innovative Coatings Corporation with and into ICC Holdings Corp. effective as of August 11, 2003</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">2.2</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=3><P>Agreement and Plan of Reorganization regarding the merger of ICC Holdings Corp. with and into ICC Merger Corp. effective as of August 12, 2003</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">3.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=3><P>Certificate of Incorporation of Instachem Systems, Inc., an Oklahoma corporation</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P>ITEM 8. CHANGE IN FISCAL YEAR</P>
<P>Not applicable.</P>
<P>Pursuant to the requirement 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.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=619>
<TR><TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=3><P>INSTACHEM SYSTEMS, INC.</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=3><P>Date: August 21, 2003</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=3><P>By: Jerry Phillips, Chief Executive Officer</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3></FONT></BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>exh2_1.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 2</TITLE>
</HEAD>
<BODY>

<FONT SIZE=3><P>Exhibit 2.1</P>
<B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">CERTIFICATE OF OWNERSHIP AND MERGER</P>
</B><P ALIGN="CENTER"></P>
<P>ICC Holdings Corp., an Oklahoma corporation ("ICC Oklahoma") and Innovative Coatings Corporation, a Georgia corporation ("ICC Georgia"), DO HEREBY CERTIFY:</P>
<P>FIRST:  That ICC Georgia is the owner and holder of all of the issued and outstanding common stock of ICC Oklahoma; </P>
<P>SECOND:  That on August 8, 2003, the following resolutions were approved by the Board of Directors of ICC Georgia pursuant to O.C.G.A. Section 14-2-1104, and by the Board of Directors of ICC Oklahoma pursuant to Section 1083 of the Oklahoma General Corporation Law:</P><DIR>
<DIR>

<P>"RESOLVED, that it is in the best interests of Innovative Coatings Corporation, a Georgia corporation ("ICC Georgia"), to change its state of incorporation to the State of Oklahoma by merging within and into ICC Holdings Corp., an Oklahoma corporation ("ICC Oklahoma") and wholly-owned subsidiary of ICC Georgia, with each holder of common stock of ICC Georgia receiving an identical number of the same class of securities in ICC Oklahoma having the same rights, privileges and preferences as such securities currently have in ICC Georgia; </P>
<P>RESOLVED, that ICC Georgia shall merge with and into ICC Oklahoma (hereinafter, the "Merger"), with ICC Oklahoma being the surviving corporation in such merger, with ICC Oklahoma assuming all of ICC Georgia's debts, liabilities and obligations, and with the effective date of said Merger being the later of the date of filing of a Certificate of Ownership and Merger with the State of Oklahoma pursuant to Section 1083 of the Oklahoma General Corporation Law and a Certificate of Merger with the State of Georgia pursuant to O.C.G.A. Section 14-2-1105, or August 11, 2003;</P>
<P>RESOLVED, that as of the close of business on the effective date of the Merger, a) each share of common stock of ICC Georgia shall be convertible into one share of common stock of ICC Oklahoma, and b) each option, warrant or other instrument convertible or exchangeable into shares of common stock of ICC Georgia shall become automatically convertible into an equivalent number shares of common stock of ICC Oklahoma on the effective date of the Merger;</P>
<P>RESOLVED, that after the effective date of the Merger, all of the outstanding certificates which immediately prior thereto represented shares of stock of ICC Georgia shall be deemed for all purposes to evidence ownership of and to represent the shares of ICC Oklahoma, as the case may be, into which the shares of stock of ICC Georgia represented by such certificates have been converted as herein provided and shall be so registered on the books and records of ICC Oklahoma and its transfer agent. The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to ICC Oklahoma or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of stock of ICC Oklahoma, as the case may be, evidenced by such outstanding certificate, as above provided;"</P></DIR>
</DIR>

<P>THIRD: That the above-described merger was approved by the Board of Directors of ICC Oklahoma in accordance with the provisions of Section 1083 of the General Corporation Law of the State of Oklahoma, shareholder approval not being required thereunder.</P>
<P>FOURTH: That the above-described merger was adopted, approved, certified, executed and acknowledged by ICC Georgia (parent corporation) in accordance with the provisions of O.C.G.A. Section 14-2-1104.</P>
<P>FIFTH: That the capital of ICC Oklahoma shall not be reduced under or by reason of the merger described above.</P>
<P>IN WITNESS WHEREOF, ICC Holdings Corp. and Innovative Coatings Corporation have caused this Certificate of Ownership and Merger to be signed by an authorized officer of each this 8<SUP>th</SUP> day of August, 2003.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=3><P>Innovative Coatings Corporation, a Georgia corporation</P>

<P>&nbsp;</P>
<P>By: /s/ Jerry Phillips</P>
<P>Name: Jerry Phillips</P>
<P>Title: Chief Executive Officer</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=3><P>ICC Holdings Corp., an Oklahoma corporation</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>By: /s/ Jerry Phillips</P>
<P>Name: Jerry Phillips</P>
<P>Title: Chief Executive Officer</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P></FONT></BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>4
<FILENAME>exh2_2.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 2</TITLE>
</HEAD>
<BODY>

<FONT SIZE=3><P>Exhibit 2.2</P>

<P ALIGN="CENTER">AGREEMENT AND PLAN OF MERGER</P>
<P>AGREEMENT AND PLAN OF MERGER dated as of August 8, 2003 (the "Merger Agreement"), between ICC Holdings Corp., an Oklahoma corporation ("IHC"), Instachem Systems, Inc., an Oklahoma corporation ("Instachem"), and ICC Merger Corp. an Oklahoma corporation ("IMC ").</P>
<P>WHEREAS, on the date hereof, IHC has authority to issue (a) 15,000,000 shares of common stock, $0.001 par value per share (the "IHC Common Stock"), of which 11,726,539 shares are issued and outstanding, and (b) 5,000,000 shares of Preferred Stock, par value $0.01 per share (the "IHC Preferred Stock," and with the IHC Common Stock, the "IHC Capital Stock"), of which no shares are issued and outstanding;</P>
<P>WHEREAS, on the date hereof, Instachem has authority to issue (a) 15,000,000 shares of common stock, $0.001 par value per share (the "Instachem Common Stock"), of which 1,000 shares are issued and outstanding and held by IHC, and (b) 5,000,000 shares of Preferred Stock, par value $0.01 per share (the "Instachem Preferred Stock," and with the Instachem Common Stock, the "Instachem Capital Stock"), of which no shares are issued and outstanding;</P>
<P>WHEREAS, on the date hereof, IMC has authority to issue (a) 15,000,000 shares of common stock, $0.001 par value per share (the "IMC Common Stock"), of which 1,000 shares are issued and outstanding and held by Instachem, and (b) 5,000,000 shares of Preferred Stock, par value $0.01 per share (the "IMC Preferred Stock," and with the IMC Common Stock, the "IMC Capital Stock"), of which no shares are issued and outstanding;</P>
<P>WHEREAS, the respective Boards of Directors of IHC, IMC and Instachem have determined that it is advisable and in the best interests of each of such corporations that they reorganize into a holding company structure pursuant to Section 1081(G) of the Oklahoma General Corporation Law, under which Instachem would survive as the holding company, by the merger of IHC with and into IMC, and with each holder of IHC Capital Stock receiving one share of Instachem Capital Stock in exchange for such share of IHC Capital Stock;</P>
<P>WHEREAS, under the respective certificates of incorporation of IHC and Instachem, the Instachem Capital Stock has the same designations, rights and powers and preferences, and the qualifications, limitations and restrictions thereof, as the IHC Capital Stock which will be exchanged therefor pursuant to the holding company reorganization;</P>
<P>WHEREAS, the certificate of incorporation and bylaws of Instachem, as the holding company, immediately following the merger will contain provisions identical to the certificate of incorporation and bylaws of IHC immediately prior to the merger, other than differences permitted by Section 1081(G) of the Oklahoma General Corporation Law;</P>
<P>WHEREAS, the certificate of incorporation of IMC is identical to the certificate of incorporation of IHC immediately prior to the merger, other than differences permitted by Section 1081(G) of the Oklahoma General Corporation Law pursuant to this Merger Agreement;</P>
<P>WHEREAS, the Boards of Directors of IHC, Instachem and IMC have approved this Merger Agreement, shareholder approval not being required pursuant to Section 1081(G) of the Oklahoma General Corporation Law;</P>
<P>WHEREAS, the parties hereto intend that the reorganization contemplated by this Merger Agreement shall constitute a tax-free reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code;</P>
<P>NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, IHC, Instachem and IMC hereby agree as follows:</P>
<OL>

<OL>

<LI>Merger. IHC shall be merged with and into IMC (the "Merger"), and IMC shall be the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation"). The Merger shall become effective upon the later of the date and time of filing a certified copy of this Merger Agreement with the Secretary of State of the State of Oklahoma in accordance with Section 1081(G) of the Oklahoma General Corporation Law or August 12, 2003 (the "Effective Time").</LI>
<LI>Certificate of Incorporation of the Surviving Corporation.  At the Effective Time, the Certificate of Incorporation of IMC, in effect immediately prior to the Effective Time, shall be amended as set forth below and as so amended shall thereafter continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation until further amended as provided therein and under the Oklahoma General Corporation Law.</LI>
<P>             (a)   Article V shall be amended to read in its entirety as follows:</P>
<P>            "ARTICLE V Capital Stock.  The aggregate number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares of Common Stock, par value $.001 per share."</P>
</FONT><FONT SIZE=3 COLOR="#ff0000"><P>             </FONT><FONT SIZE=3>(b)   Article XII shall be added and will read as follows:</P>
<P>            "ARTICLE XII.  Holding Company.  Any act or transaction by or involving the Corporation that requires for its adoption under the Oklahoma General Corporation Law or under this Certificate of Incorporation the approval of the Corporation's stockholders shall, pursuant to Section 1081(G) of the Oklahoma General Corporation Law, require, in addition, the approval of the stockholders of the Corporation's holding company, Instachem Systems, Inc., or any successor by merger, by the same vote as is required by the Oklahoma General Corporation Law and/or by the Certificate of Incorporation of the Corporation."</P>
<LI>Succession. At the Effective Time, the separate corporate existence of IHC shall cease, and IMC shall succeed to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of IHC, and IMC shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of IHC, including, without limitation, all outstanding indebtedness of IHC, all in the manner and as more fully set forth in Section 1081(G) of the Oklahoma General Corporation Law.</LI>
<LI>Directors. The directors of IHC immediately prior to the Effective Time shall be the directors of the Surviving Corporation and Instachem at and after the Effective Time to serve until the expiration of their respective terms and until their successors are duly elected and qualified.</LI>
<LI>Officers. The officers of IHC immediately preceding the Effective Time shall be the officers of the Surviving Corporation and Instachem at and after the Effective Time until their successors are duly elected and qualified.</LI>
<LI>Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:</LI><OL TYPE="a">
<OL TYPE="i">
<OL>

<OL TYPE="a">

<LI>each share of IHC Common Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into and shall be one fully paid and nonassessable share of Instachem Common Stock;</LI>
<LI>each share of IHC Preferred Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into and shall be one fully paid and nonassessable share of Instachem Preferred Stock;</LI>
<LI>each share of IHC Capital Stock held in the treasury of IHC immediately prior to the Effective Time shall be cancelled and retired;</LI>
<LI>each option, warrant, purchase right, unit or other security of IHC convertible into shares of IHC Capital Stock shall become convertible into the same number of shares of Instachem Capital Stock as such security would have received if the security had been converted into shares of IHC Capital Stock immediately prior to the Effective Time, and Instachem shall reserve for purposes of the exercise of such options, warrants, purchase rights, units or other securities an equal number of shares of Instachem Capital Stock as IHC had reserved; and</LI>
<LI>each share of Instachem Capital Stock issued and outstanding in the name of IHC immediately prior to the Effective Time shall be cancelled and retired and resume the status of authorized and unissued shares of Instachem Capital Stock.</LI></OL>
</OL>
</OL>
</OL>

<LI>Other Agreements.   At the Effective Time, Instachem shall assume any obligation of IHC to deliver or make available shares of IHC Common Stock under any agreement or employee benefit plan not referred to in Paragraph 6 herein to which IHC is a party.  Any reference to IHC Common Stock under any such agreement or employee benefit plan shall be deemed to be a reference to Instachem Common Stock and one share of Instachem Common Stock shall be issuable in lieu of each share of IHC Common Stock required to be issued by any such agreement or employee benefit plan, subject to subsequent adjustment as provided in any such agreement or employee benefit plan.</LI>
<LI>Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of IHC such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or conform, of record or otherwise, in the Surviving Corporation, the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of IHC, and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of IHC or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments.</LI>
<LI>Certificates. At and after the Effective Time, all of the outstanding certificates which immediately prior thereto represented shares of IHC Capital Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of Instachem Capital Stock, as the case may be, into which the shares of IHC Capital Stock represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Instachem and its transfer agent. The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Instachem or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of Instachem Capital Stock, as the case may be, evidenced by such outstanding certificate, as above provided.</LI>
<LI>Amendment. The parties hereto, by mutual consent of their respective boards of directors, may amend, modify or supplement this Merger Agreement prior to the Effective Time. </LI>
<LI>Compliance with Section 1081(G) of the Oklahoma General Corporation Law.  Prior to the Effective Time, the parties hereto will take all steps necessary to comply with Section 1081(G) of the Oklahoma General Corporation Law, including without limitation, the following:</LI>
<OL TYPE="a">

<LI>Certificate of Incorporation and By-Laws of Instachem.  At the Effective Time, the Certificate of Incorporation and By-Laws of Instachem shall be in the form of the Certificate of Incorporation and By-Laws of IHC, as in effect immediately prior to the Effective Time.</LI>
<LI>Directors and Officers of Instachem.  At the Effective Time, the directors and officers of IHC immediately prior to the Effective Time shall be the directors and officers of Instachem, in the case of directors, until their successors are elected and qualified and, in the case of officers, to serve at the pleasure of the Board of Directors of Instachem. </LI>
<LI>Filings.  Prior to the Effective Time, the Surviving Corporation shall cause a certified copy of this Agreement to be executed and filed with the Oklahoma Secretary of State.  Prior to the Effective Time, to the extent necessary to effectuate any amendments to the certificates of incorporation of the Surviving Corporation and Instachem contemplated by this Agreement, each of the Surviving Corporation and Instachem shall cause to be filed with the Oklahoma Secretary of State such certificates or documents required to give effect thereto.  </LI></OL>

<LI>Termination. This Merger Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, at any time prior to the Effective Time, whether before or after approval of this Merger Agreement by the board of directors of IHC, Instachem and IMC , by action of the board of directors of IHC if it determines for any reason, in its sole judgment and discretion, that the consummation of the Merger would be inadvisable or not in the best interests of IHC and its stockholders.</LI>
<LI>Counterparts. This Merger Agreement may be executed in one or more counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.</LI>
<LI>Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Merger Agreement.</LI>
<LI>Governing Law. This Merger Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.</LI></OL>
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<P>IN WITNESS WHEREOF, IHC, Instachem and IMC have caused this Merger Agreement to be executed and delivered as of the date first above written.</P><DIR>
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<P>ICC HOLDINGS CORP., an Oklahoma corporation</P>

<P>&nbsp;</P>
<P>/s/ Jerry Phillips</P>
<P>Name: &#9;Jerry Phillips</P>
<P>Title:  President</P>

</FONT><FONT SIZE=3 COLOR="#ff0000"><P>&nbsp;</P>
</FONT><FONT SIZE=3><P>INSTACHEM SYSTEMS, INC., an Oklahoma corporation</P>

<P>&nbsp;</P>
<P>/s/ Jerry Phillips</P>
<P>Name: Jerry Phillips</P>
<P>Title: President</P>

</FONT><FONT SIZE=3 COLOR="#ff0000"><P>&nbsp;</P>
</FONT><FONT SIZE=3><P>ICC MERGER CORP., an Oklahoma corporation</P>

<P>&nbsp;</P>
<P>/s/ Jerry Phillips</P>
<P>Name: Jerry Phillips</P>
<P>Title: President</P>
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<P ALIGN="CENTER">CERTIFICATION</P>
<P ALIGN="CENTER"></P>
<P>STATE OF GEORGIA</P>

<P>COUNTY OF FULTON</P>

<P>&#9;Before me, a Notary Public in and for said County, personally appeared Jerry Phillips, the President of ICC Holdings Corp., ICC Merger Corp. and Instachem Systems, Inc., on the 8<SUP>th</SUP> day of August, 2003, who certified that the foregoing Agreement and Plan of Merger was adopted by the board of directors of ICC Holdings Corp., ICC Merger Corp. and Instachem Systems, Inc. pursuant to Section 1081(G) of the Oklahoma General Corporation Law, and that the conditions in the first sentence of Section 1081(G) have been satisfied. </P>

<P>&#9;IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by notary seal on the day and year last aforesaid.</P>

<P>&nbsp;</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;/s Jerry Phillips</P><DIR>
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<P>Jerry Phillips</P>

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<P>Sworn to and subscribed before me</P>
<P>the 8th day of August, 2003.</P>

<P>_______________________________</P></DIR>
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<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;Commission Expires: _____________</P>

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<FONT SIZE=3><P>Exhibit 3.1</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">CERTIFICATE OF INCORPORATION</P>
<P ALIGN="CENTER">of</P>
<P ALIGN="CENTER">INSTACHEM SYSTEMS, INC.</P>
<P ALIGN="CENTER">I.</P>
<P>The name of the Corporation is Instachem Systems, Inc.</P>
<P ALIGN="CENTER">II.</P>
<P ALIGN="JUSTIFY">This Corporation is organized pursuant to the Oklahoma General Corporation Act.</FONT><FONT SIZE=3 COLOR="#ff0000">  </P>
</FONT><FONT SIZE=3><P ALIGN="CENTER">III.</P>
<P ALIGN="JUSTIFY">The Corporation has perpetual duration.</P>
<P ALIGN="CENTER">IV.</P>
<P ALIGN="JUSTIFY">The Corporation is organized for profit and for all lawful purpose or purposes not specifically prohibited to corporations under the laws of the State of Oklahoma.</P>
<P ALIGN="CENTER">V.</P>
<P>The total number of shares of stock which the Corporation is authorized to issue is 20,000,000 shares of capital stock, of which 15,000,000 shares shall be designated as Common Stock, at $0.001 par value per share and 5,000,000 shares shall be designated as Preferred Stock, at $0.01 par value per share. </P>
<P>The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of preferred stock are as follows:</P>
<P>     &#9;<U>Preferred Stock. </P>
</U><P>     &#9;The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The description of shares of each series of Preferred Stock, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and term conditions of redemption shall be as set forth in resolutions adopted by the Board of Directors, and articles of amendment shall be filed with the Georgia Secretary of State as required by law to be filed with respect to issuance of such Preferred Stock prior to the issuance of any shares of such series.</P>
<P>    &#9; The Board of Directors is expressly authorized, at any time, by adopting resolutions providing for the issuance of, or providing for a change in the number of, shares of any particular series of Preferred Stock and, if and to the extent from time to time required by law, by filing articles of amendment which are effective without Shareholder action to increase or decrease the number of shares included in each series of Preferred Stock, but not below the number of shares then issued, and to set or change in any one or more respects the designations, preferences, conversion or other, voting powers, restrictions, limitations as to dividends. qualifications or terms and conditions of redemption relating to the shares of  such series. Notwithstanding the foregoing, the Board of Directors shall not be authorized to change the right of holders of the Common Stock of the Corporation to vote one vote per share, on all matters submitted for shareholder action. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following: </P><DIR>
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<P>i.   The annual dividend rate, if any, on shares of such Series the times of payment and the date from which dividends shall be accumulated, if dividends are to be cumulative;</P>
<P>ii.   Whether the shares of such series shall be redeemable and, if so, the redemption price and the terms and conditions of such redemption; </P>
<P>iii.   The obligation, if any, of the Corporation to redeem shares of such series pursuant to a sinking fund; </P>
<P>iv.   Whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any; </P>
<P>v.   Whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the extent of such voting rights;</P>
<P>vi.  The rights of the shares of stock series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation; and</P>
<P>vii. Any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series. </P></DIR>
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<P>   &#9;The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.</P>
<U><P>Series A. Preferred Stock</P>
</U><P>     Shall have the designation, rights, preferences, powers, restrictions and limitations set forth in a supplement of Article V as follows:</P>
<P>    1.    Dividends.</P>
<P>          The holders of the Series A Preferred Stock shall not be entitled to receive dividends.</P>
<P>    2.    Liquidation, Dissolution or Winding Up.</P>
<P>     (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any other class or series of stock of the Company ranking on liquidation prior and in preference to the Series A Preferred Stock (collectively referred to as "Senior Preferred Stock"), but before any payment shall be made to the holders of Junior Stock by reason of their ownership thereof, an amount equal to $.0001 per share of Series A Preferred Stock.  If upon any such liquidation, dissolution or winding up of the Company the remaining assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series A Preferred Stock and any class or series of stock (the "Preferred Stock") ranking on liquidation on a parity with the Series A Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Company in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.</P>
<P>     (b) After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock upon the dissolution, liquidation, or winding up of the Company, all the remaining assets and funds of the Company available for distribution to its stockholders shall be distributed ratably among the holders of the Series A Preferred Stock, such other series of Preferred Stock as are constituted as similarly participating, and the Common Stock, with each share of Series A Preferred Stock being deemed, for such purpose, to be equal to the number of shares of Common Stock, including fractions of a share, into which such share of Series A Preferred Stock is convertible immediately prior to the close of business on the business day fixed for such distribution.</P>
<P>    3.     Non-Voting.</P>
<P>     (a) No holder of outstanding shares of Series A Preferred Stock shall be entitled to vote at each meeting of stockholders of the Company (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Company for their action or consideration.</P>
<P>    4.     Optional Conversion.</P>
<P>     The holders of the Series A Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):</P>
<P>      (a) Right to Convert.  Each share of Series A Preferred Stock shall be convertible (the "Conversion"), the holder thereof, at any time and from time to time, into an equal number of fully paid and nonassessable shares of the Common Stock.</P>
<P>     (b) Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock.</P>
<P>     (c) Mechanics of Conversion.</P>
<P>        (i) In order to convert shares of Series A Preferred Stock into shares of Common Stock, the holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock at the office of the transfer agent (or at the principal office of the Company if the Company serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of shares represented by such certificate or certificates.  Such notice shall state such holder's name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued.  If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, duly executed by the registered holder or his or its attorney duly authorized in writing.  The date of receipt of such certificates and notice by the transfer agent or the Company shall be the conversion date ("Conversion Date").  The Company shall, as soon as practicable after the Conversion Date, issue and deliver at such office to such holder, or to his nominees, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled.</P>
<P>      (ii) All shares of Series A Preferred Stock, which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate on the Conversion Date, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor.  Any shares of Series A Preferred Stock so converted shall be retired and cancelled and shall not be reissued, and the Company may from time to time take such appropriate action as may be necessary to reduce the number of shares of authorized Series A Preferred Stock accordingly.</P>
<P>     (d) Adjustment for Stock Splits and Combinations.  If the Company shall at any time or from time to time after the Original Issue Date effect a subdivision of the outstanding Common Stock, the Conversion then in effect immediately before that subdivision shall be proportionately decreased.  If the Company shall at any time or from time to time after the Original Issue date combine the outstanding shares of Common Stock, the Conversion then in effect immediately before the combination shall be proportionately increased.  Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.</P>
<P>     (e) Notice of Record Date.  In the event that the Company subdivides or combines its outstanding shares of Common Stock; then the Company shall cause to be filed at its principal office or at the office of the transfer agent of the Series A Preferred Stock, and shall cause to be mailed to the holders of the Series A Preferred Stock at their last addresses as shown on the records of the Company or such transfer agent, at least ten days prior to the record date specified in the record date of such subdivision or combination,</P>
<P>    5.     Mandatory Conversion.</P>
<P>      (a) The Company may, at its option, require all (and not less than all) holders of shares of Series A Preferred Stock then outstanding to convert their shares of Series A Preferred Stock into shares of Common Stock, at the then effective Conversion pursuant to Section 4, at any time on or after December 31, 1999, or (2), the conversion into Common Stock of a majority of the outstanding shares of Series A Preferred Stock; on such date as less than 4,600,000 shares of Series A Preferred Stock shall be outstanding.</P>
<P>      (b) All holders of record shares of Series A Preferred Stock then outstanding will be given at leas 10 days' prior written notice of the date fixed and the place designated for mandatory or special conversion of all such shares of Series A Preferred Stock pursuant to this Section 5.  Such notice will be sent by first class or registered mail, postage prepaid, to each record holder of Series A Preferred Stock at such holder's address last shown on the records of the transfer agent for the Series A Preferred Stock (or the records of the Company, if it serves as its own transfer agent).</P>
<P ALIGN="CENTER">VI.</P>
<P ALIGN="JUSTIFY">Except as otherwise provided in these Articles of Incorporation and the Corporation's By-laws, the holders of the common shares shall have exclusive voting rights and powers, including the exclusive right to notice of shareholder's meetings.</P>
<P ALIGN="CENTER">VII.</P>
<P ALIGN="JUSTIFY">The Board of Directors of the Corporation may, from time to time at its discretion, distribute a portion of its shares of stock to the extent of unreserved and unrestricted capital surplus available.</P>
<P ALIGN="CENTER">VIII.</P>
<P ALIGN="JUSTIFY">The Corporation may, upon the adoption of a resolution by its Board of Directors, purchase its own shares of stock to the extent of unreserved and unrestricted capital surplus available.</P>
<P ALIGN="CENTER">IX.</P>
<P ALIGN="JUSTIFY">The street address of the initial registered office of the Corporation is 205 S. Bickford, El Reno, Canadian County, Oklahoma, 73036-2756, and the registered agent of the Corporation at such address is Doug Holsted.</P>
<P ALIGN="CENTER">X.</P>
<P ALIGN="JUSTIFY">The name and address of the incorporator is Robert J. Mottern, 1800 Peachtree Street, Suite 620, Atlanta, Georgia 30309.  </P>
<P ALIGN="CENTER">XI.</P>
<P ALIGN="JUSTIFY">The mailing address of the initial principal office of the Corporation is 205 S. Bickford, El Reno, Oklahoma, 73036-2756.</P>
<P ALIGN="JUSTIFY"> &#9;IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.</P>
<P ALIGN="JUSTIFY">This 1st day of August, 2003.</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;/s/ Robert J. Mottern</P><DIR>
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<P>Robert J. Mottern, Incorporator</P>
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