The Company was incorporated under the laws of the state of Nevada on March 20, 1996 under the name "Shell, Inc." The Company's name was changed to "Safe Idea, Inc." on October 27, 2000 and to "Bloodhound Search Technologies, Inc." on December 20, 2005 to better reflect changes in the business operations in which it intends to engage. On January 17, 2006 the Company reverse split its issued and authorized common shares on a 2:1 basis (two old for one new) resulting in authorized common shares of 25,000,000. As at December 31, 2005 the Company had 11,550,015 pre split or 5,775,008 post split issued common shares. As further discussed below, the Company has acquired two licenses, one for the development of an internet search engine known as "Strategic Information Monitoring System," the other for the distribution of certain products made with a fire retarding fabric known under the trademarked name "Wetwool".
After its inception in 1996, the Company engaged in providing a repository of information, an interactive forum, and a comprehensive directory of services catering to entrepreneurs, enabling such entrepreneurs to publish their business plans and share their ideas in a collaborative environment. During 2001, the company ceased such business operations. Following such cessation of operations, the Company remained inactive until 2004. Since then, the Company has acquired certain licenses, as further discussed below.
Strategic Information Monitoring System License
On January 20, 2006, the Company entered into a License Agreement with Pekka Tolonen, pursuant to which Mr. Tolonen granted to the Company a license to use and sublicense certain software and other materials related to a search engine known as Strategic Information Monitoring System ("SIMS"). SIMS is currently available for sale to the public, and in March 2006, the Company signed agreements with two customers for the sales of SIMS. A second generation version of SIMS is currently under development and is not yet available for sale or use by the public.
SIMS is a type of software program that is commonly known as a search engine. A search engine helps internet users find internet web sites on a given subject. SIMS differs from other internet search engines because it continuously retrieves information from the internet on the subjects in which the user is interested based on keywords supplied by the user. SIMS will have the capability to continuously monitor more than 10,000 news websites or the web sites of the user's preference. SIMS will be able to scan the relevant information sources 24 hours a day. After retrieving the relevant information, SIMS will be able to organize it automatically on a personal portal page that looks like an online news website.
The license permits Bloodhound to use, including sub-license, the licensed materials for the following purposes: (a) the provision of services for the maintenance, support, installation, marketing, distribution, licensing, sublicensing, and customer and technical support of the licensed materials; (b) Bloodhound's internal use; and (c) customization, modification, and additions to the licensed materials. The license is limited to the United States of America, Canada, Australia, China, and Hong Kong.
The license is for a perpetual term and is irrevocable, unless terminated earlier in accordance with the license agreement. The license agreement may be terminated by either party at any time after January 20, 2007 upon 60 days' prior written notice if either (a) certain services of Mr. Tolonen are not utilized by at least ten customers of the Company or (b) the Company is not active in marketing, providing, or selling the services of Mr. Tolonen for a continuous period of more than six months.
In consideration for the license, the Company issued to Mr. Tolonen 1,500,000 shares of the Company's common stock (post split). The shares were offered and issued in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act of 1933, as amended. Mr. Tolonen represented to the Company that he is not a United States person (as defined in Regulation S) or an affiliate (as defined in Rule 501(b) under the Securities Act) of the company and is not acquiring the shares for the account or benefit of a United States person. Mr. Tolonen further represented that at the time of the origination of contact concerning the License Agreement and the date of the execution and delivery of the License Agreement, Mr. Tolonen was outside of the United States.
Wetwool License
On September 29, 2004, the Company acquired from Cease-Fire Technologies, Pty. Ltd., a private Australian corporation, a license to distribute technologies harnessing a passive fire control coating material with the trademark name "Wetwool" to include the territories of the United States and Canada. In consideration therefore, the Company issued 3,000,000 shares of common stock (1,500,000 post split) to Cease-Fire Technologies, Pty. Ltd.
Examples of products and technologies developed by Cease-Fire Technologies include intumescent paint for safety applications, fire retardant clear coating for timber, wildfire emergency erect curtain, fabric fire retardants, and passive fire retardant coating for any porous surface. Wetwool is a proprietary, trademarked, non-woven wool fabric impregnated with super-absorbent polymer crystals. Advantages of Wetwool fabric are as follows:
(a) relatively light and easy to handle when dry; (b) provides extremely efficient shield against radiant heat; (c) easy to wet, retains moisture far better than other fabrics; (d) is relatively hardy against direct flame impingement; and (e) very heavy when wet down which helps keep it in place in the presence of strong wind fires.
Practical applications include: (a) protective gear and applications for fire fighters; (b) protective tarps for property, vehicles or anything that requires protection against fire; (c) protective personal items such as wildfire ponchos; and (d) protective barriers against embers.
Typically, in any wild fire, the single most dangerous aspect is the effect of the embers, not the fire itself. Embers are burning debris that are pushed up in air in the plume of the fire (the stack of hot air from rising up) and can drift several kilometers in the direction of the wind. Almost all houses that burn down in wild fires are ignited by embers and not by the fire itself. A fire moves fast, as when it consumes the fuel that is available, it has to advance. The average time of a firefront to pass is only 4 to 5 minutes, but the ember attack can last for up to 2 - 3 hours before and after the fire.
The second most dangerous aspect in any fire is radiant heat. Radiant heat is the heat that one can feel with one's skin when a heater is turned on. In wild fires, especially extreme ones, radiant heat load is so high that it can roast a man alive in seconds from a distance of tens of meters. Firefighters who die on duty are often killed because they were caught in a fire-overpass inside their fire fighting trucks. Glass in those trucks does not stop radiant heat, and as the heat comes through, the windows melt the moldings of the trucks. As the melting occurs, toxic vapors are released and many firefighters suffocate to death (as opposed to being burnt) inside their vehicles. Wetwool engineered covers for fire fighting trucks and equipment are intended to provide an efficient shield against radiant heat and will tolerate short direct flame impingement, thus protecting fire fighting equipment and staff against the real danger of being caught in a fire-corridor.
The Company intends to utilize the Wetwool fire and radiant heat protective applications to initially develop covers for fire fighting trucks and equipment. Other applications will also be explored by the Company.
On March 8, 2005, this exclusive license came into full force and effect upon delivery of the "Wetwool" coating material with its proprietary specifications and manufacturing know-how by Cease-Fire Technologies, Pty. Ltd., and the 3,000,000 shares of common stock (1,500,000 post split) under the provisions of the Act to Cease-Fire Technologies, Pty. Ltd. were thereby ratified to be validly issued. Since the acquisition of the license, the Company has been researching various manufacturing and marketing groups to gather information to implement the Company's business plan. To date, the Company has not consummated any agreements with manufacturers and marketing groups and has had no sales to date.
Stock Splits
On January 17, 2006, the Company reverse split its shares of common stock, and all issued and outstanding shares were automatically consolidated at the rate of one for two. The Company had undergone several stock splits previously. On September 28, 2004, the Company reverse split its shares of common stock on a three for one basis. On April 5, 2001, the Company completed a forward stock split of three shares for each outstanding share.
C. EMPLOYEES
The Company has two full-time employees and one part-time employee at this time.
D. RISK FACTORS ASSOCIATED WITH THE COMPANY AND ITS BUSINESS
The following risks relate specifically to the Company's business and should be considered carefully. The Company's business, financial condition and results of operations could be materially and adversely affected by any of the following risks:
LIMITED OPERATING HISTORY
The limited operating history of the Company makes an evaluation of their business and the forecasting of the Company's future results difficult. The Company has only a limited operating history upon which an evaluation of their business and the Company's prospects can be based, each of which must be considered in light of the risks, expenses and problems frequently encountered by all companies in the early stages of development. The Company has no record of commercial production, earnings or sales. The Company, therefore, continues to be in its development stage. There is no assurance that the Company's products will achieve sales at a commercially viable level that will generate a profit.
FUTURE GROWTH PREDICTIONS MAY BE INACCURATE
The Company's limited operating history makes the prediction of future results difficult. Furthermore, the Company's limited operating history lead the Company to believe that period-to-period comparisons of the Company's operating results may not be meaningful and that the results for any particular period should not be relied upon as an indication of future performance. To the extent that revenues do not grow at anticipated rates, the Company's business, results of operations and financial condition would be materially and adversely affected.
THE COMPANY ANTICIPATES INCURRING LOSSES INTO THE FUTURE
The Company anticipates incurring losses until the full launch of its product range. The extent of future losses will depend, in part, on the amount of growth in revenues from sales of the Company's products. The Company expects that operating costs will increase during the next several years, especially in the areas of sales and marketing, product development and general and administrative expenses as it pursues its business strategy. Thus, the Company will need to generate increased revenues faster than the rate of growth in costs to achieve profitability. To the extent that increases in its operating expenses precede or are not subsequently followed by corresponding increases in revenues, or if it is unable to adjust operating expense levels accordingly, the Company's business, results of operations and financial condition would be materially and adversely affected. There can be no assurance that the Company will sustain profitability or that its operating losses will not increase in the future.
COMPETITION FROM LARGER COMPANIES IS EXPECTED
The internet search engine and fire prevention industries are intensely competitive and the Company will compete with companies having greater financial and technical resources. Therefore, to the extent that the Company is able to establish sales, revenues and profits, there is no assurance that it would be able to sustain such sales, revenues and profits. Moreover, although not a major factor today, if and when the Company begins achieving its objectives, larger, better financed companies in peripheral businesses may be attracted to the Company's markets. They may be prepared to spend large sums quickly to develop competitive products and to mount major marketing campaigns. The Company is aware of this possibility and hopes to establish itself as an industry leader early on. Time is of the essence and the Company's financing and marketing programs are essential to minimize this risk.
THE COMPANY'S ABILITY TO ATTRACT ADDITIONAL FINANCING AS NEEDED MAY AFFECT ITS FUTURE SUCCESS
The Company will require additional financings as it expects negative operating cash flow for the foreseeable future until income from its operations has grown to cover the cost of its support and development. Such financing, if obtained by the Company, may result in the issuance of additional securities and may not be available on terms favorable to it. The Company expects that it will continue to experience negative operating cash flow for the foreseeable future as a result of significant spending on product development, marketing and infrastructure. Accordingly, the Company may need to raise additional funds in a timely manner in order to fund the continued development and production of its products and eventually marketing and distribution of the products. Additional funds will have to be raised through the issuance of equity or convertible debt securities causing the percentage of ownership of the Company's current stockholders to be reduced. Such securities may have rights, preferences or privileges senior to those of the holders of its common stock. The Company does not have any contractual restrictions on the Company's ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain covenants that would restrict the Company's operations. There can be no assurance that additional financing, if and when needed, will be available on terms favorable to the Company or at all. If adequate funds are not available or are not available on acceptable terms, it would have a material adverse effect on the Company's ability to fund its expansion, take advantage of acquisition opportunities, develop or enhance services or products or respond to competitive pressures.
GOVERNMENT REGULATIONS COULD ADVERSELY AFFECT THE COMPANY'S PROFITABILITY
Existing or future legislation could affect both our proposed activities relating to Strategic Information Monitoring Systems and to Wetwool.
With respect to our proposed business operations relating to Strategic Information Monitoring Systems, the laws relating to the liability of providers of online services for activities of their users are currently unsettled. We may be subject to claims for defamation, libel, invasion of privacy and other data protection claims, tort, unlawful activity, copyright or trademark infringement, or other theories based on the nature and content of the materials searched and the content generated by our users. If one of these claims results in liability to us, it could be potentially costly, encourage similar lawsuits, distract management and harm our reputation and possibly our business. In addition, increased attention focused on these issues and legislative proposals could harm our reputation or otherwise affect the growth of our business.
Several federal laws could have an impact on our business. Compliance with these laws and regulations is complex and may impose significant additional costs on us. For example, the Digital Millennium Copyright Act has provisions that limit, but do not eliminate, our liability for listing or linking to third-party web sites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act. The Children's Online Protection Act and the Children's Online Privacy Protection Act restrict the distribution of materials considered harmful to children and impose additional restrictions on the ability of online services to collect information from minors. Any failure on our part to comply with these regulations may subject us to additional liabilities. We also face risks associated with international data protection. The interpretation and application of data protection laws are still uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which in turn could have a material effect on our business. With respect to our proposed business operations relating to Wetwool, governmental regulations could limit growth in the fire fighting and fire prevention industries, which would curtail the Company's revenue growth. Any new regulation could damage the Company's business, affect the profitability and perhaps the viability of its business plan, and cause the price of its common stock to decline. Regulation could prove to be burdensome, and impose significant additional costs on the Company's business or subject it to additional liabilities. Regulation is likely in the areas of product use for government fire-fighting agencies, Laws and regulations applying to the solicitation, collection, or processing of personal or consumer information could limit the Company's activities. In addition, any regulation would have a material adverse effect on the Company's business, results of operations, and financial condition.
With respect to our proposed business operations relating to Wetwool, governmental regulations could limit growth in the fire fighting and fire prevention industries, which would curtail the Company's revenue growth. Any new regulation could damage the Company's business, affect the profitability and perhaps the viability of its business plan, and cause the price of its common stock to decline. Regulation could prove to be burdensome, and impose significant additional costs on the Company's business or subject it to additional liabilities. Regulation is likely in the areas of product use for government fire-fighting agencies, Laws and regulations applying to the solicitation, collection, or processing of personal or consumer information could limit the Company's activities. In addition, any regulation would have a material adverse effect on the Company's business, results of operations, and financial condition.
ANY SIGNIFICANT DETERIORATION IN THE GENERAL ECONOMIC CONDITIONS WOULD HAVE AN ADVERSE EFFECT ON THE COMPANY'S BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The success of the Company's operations depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions (and perceptions of such conditions by consumers) affecting disposable consumer income such as employment, wages, salaries, business conditions, interest rates, availability of credit and taxation for the economy as a whole. There can be no assurance that consumer spending will not be adversely affected by general economic conditions, which could negatively impact the Company's results of operations and financial conditions. Any significant deterioration in general economic conditions or increases in interest rates may inhibit consumers' use of credit and cause a material adverse effect on the Company's revenues and profitability.
SALES AND DISTRIBUTION
The Company has yet to establish a significant distribution and support network. Failure on the part of the Company to put into place an effective marketing infrastructure in a timely manner could act to delay or eliminate the generation of anticipated revenues.
MARKET ACCEPTANCE
The viability of the Company is dependent upon the market acceptance of its current and future products. There are no assurances that the products will attain a level of market acceptance that will allow for continuation and growth of its business operations. In addition, the Company will need to develop new processes and products to maintain its operations in the longer term. The development and launching of such processes and products can involve significant expenditure. There can be no assurance that the Company will have sufficient financial resources to fund such programs and whether such undertaking will be commercially successful.
THE COMPANY'S OFFICERS, DIRECTORS AND ENTITIES AFFILIATED WITH THEM CONTROL THE COMPANY
In the aggregate, ownership of the Company's shares by significant shareholders and management represents a large proportion of the Company's issued and outstanding shares of common stock (approximately 40%). These stockholders, if acting together, will be able to significantly influence all matters requiring approval by the Company's stockholders, including the election of directors and the approval of mergers or other business combination transactions.
CONFLICTS OF INTEREST OF CERTAIN DIRECTORS AND OFFICERS OF THE COMPANY
From time to time certain of the directors and executive officers of the Company may serve as directors or executive officers of other companies and, to the extent that such other companies may participate in the industries in which the Company may participate, the directors of the Company may have a conflict of interest. In addition, the Company's dependence on directors and officers who devote time to other business interests may create conflicts of interest, i.e. that the fiduciary obligations of an individual to the other company conflicts with the individual fiduciary obligations of the Company and vice versa. Directors and officers must exercise their judgment to resolve all conflicts of interest in a manner consistent with their fiduciary duties to the Company. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. The Company is aware of the existence of any conflict of interest as described herein.
LIMITED LIABILITY OF THE COMPANY'S EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE STOCKHOLDERS FROM BRINGING A LAWSUIT AGAINST THEM
The Company's amended and restated articles of incorporation and bylaws contain provisions that limit the liability of directors for monetary damages and provide for indemnification of officers and directors. These provisions may discourage shareholders from bringing a lawsuit against officers and directors for breaches of fiduciary duty and may also reduce the likelihood of derivative litigation against officers and directors even though such action, if successful, might otherwise have benefited the stockholders. In addition, a shareholder's investment in the Company may be adversely affected to the extent that costs of settlement and damage awards against officers or directors are paid by the Company pursuant to the indemnification provisions of the amended and restated articles of incorporation and by-laws. The impact on a shareholder's investment in terms of the cost of defending a lawsuit may deter the shareholder from bringing suit against one of the Company's officers or directors. The Company has been advised that the SEC takes the position that this provision does not affect the liability of any director under applicable federal and state securities laws.
CONCENTRATION OF OWNERSHIP OF DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES MAY REDUCE THE CONTROL BY OTHER STOCKHOLDERS OVER THE COMPANY
The Company's directors, officers and other control persons own or exercise full or partial control over more than 50% of the Company's outstanding common stock. As a result, other investors in the Company's common stock may not have much influence on corporate decision-making. In addition, the concentration of control over the Company's common stock among the insiders could prevent a change in control of the Company.
THE COMPANY'S COMMON STOCK IS CONSIDERED A "PENNY STOCK", WHICH MAKES IT MORE DIFFICULT TO SELL THAN AN EXCHANGE-TRADED STOCK
The Company's securities are subject to the Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers that sell such securities to other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investor" means, in general terms, institutions with assets exceeding $5,000,000 or individuals having net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of purchasers of the Company's securities to buy or sell in any market that may develop. Any purchaser of the Company's securities may lose his or her entire investment in a penny stock such as the Company's securities and consequently should be cautious of any purchase of penny stocks including that of the Company's securities.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." (A "penny stock" is any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions). Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the Securities and Exchange Act of 1934, as amended. The rules may further affect the ability of owners of the Company's shares to sell their securities in any market that may develop for them. Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.
BOARD OF DIRECTORS AUTHORITY TO SET RIGHTS AND PREFERENCES OF PREFERRED STOCK MAY PREVENT A CHANGE IN CONTROL BY STOCKHOLDERS OF COMMON STOCK
The Company does not have a Preferred share category presently, but the Company's shareholders have authorized the directors to authorize a Preferred category stock of 10,000,000 shares at par value of $0.001. In the event that Preferred shares are authorized, Preferred shares may be issued in series from time to time with such designation, rights, preferences and limitations as the Company's Board of Directors determines by resolution and without stockholder approval. This is an anti-takeover measure. The Board of Directors has exclusive discretion to issue preferred stock with rights that may trump those of common stock. The Board of Directors could use an issuance of Preferred Stock with dilutive or voting preferences to delay, defer or prevent common stockholders from initiating a change in control of the Company or reduce the rights of common stockholders to the net assets upon dissolution. Preferred stock issuances may also discourage takeover attempts that may offer premiums to holders of the Company's common stock.
THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS TO ITS SECURITY HOLDERS IN THE FORESEEABLE FUTURE WHICH MAKES INVESTMENT IN ITS STOCK SPECULATIVE OR RISKY
The Company has not paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. The Board of Directors has sole authority to declare dividends payable to the Company's stockholders. The fact that the Company has not and does not plan to pay dividends indicates that the Company must use all of its funds generated by operations for reinvestment in its operating activities and also emphasizes that the Company may not continue as a going concern. Investors also must evaluate an investment in the Company solely on the basis of anticipated capital gains.
Bloodhound Search Technologies, Inc. (BLDH) - Description of business
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