Verdant Technology (VTHC) - Description of business
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INTRODUCTION HEARTSTAT TECHNOLOGY, Inc., ("HEARTSTAT" or the "Company") is a Delaware corporation originally incorporated on October 12, 1995, under the name of "Hospital Software of America, Inc." The Company has undergone name changes that are described in the history of the company below. Most recently HEARTSTAT was renamed from Tec Factory, Inc. pursuant to a February, 6, 2004 Asset Acquisition Agreement by which the technology assets "HEARTSTAT CNBP/BF" were acquired by Tec Factory, Inc. Unless otherwise specified, the "Company", " HEARTSTAT ", "we", "our" and "us" refers to HEARTSTAT Technology Inc. and "HEARTSTAT CNBP/BF" refers to the Technology assets that we have acquired on March 18, 2004 as per the Asset Acquisition agreement signed on February 6, 2004. Our principal executive offices are located at 530 Wilshire Blvd, Suite 304, Santa Monica, CA 90401 and our telephone number is 310-451-7400. Company information can be found on our corporate website: www.FutureVest.com/HeartstatTechnology.HISTORY OF THE COMPANY HEARTSTAT Technology, Inc. was originally incorporated on October 12, 1995, as Hospital Software of America, Inc. On November 29, 1995, the Company changed its name to "New Health Technologies, Inc., and at the same time effected at 10,000 to 1 reverse stock split, reducing the outstanding shares from 300,000,000 to 30,000. On August 28, 1996, the Company changed its name to "Pubbs Worldwide, Inc. and at the same time, effected a 35 to 1 reverse stock split, reducing the number of issued and outstanding shares from 14,000,000 to 400,000. The Company changed its name to Pubbs Worldwide, Inc. in order to better reflect its acquisition of Hubbs Development, Inc., which was in the business of operating restaurants and retail sales of food, beer, wine and beverages. In XYZ of 1998 Pubbs Worldwide, Inc. disposed of all ownership of Hubbs Development, Inc. in which the company thereafter had no current operating restaurants or subsidiaries. On April 5, 1999, the Company changed its name to "Chasen's International Corporation". The name change was affected in anticipation of a share exchange agreement between the Company and a group of shareholders, which owned a controlling interest in Chasen's Restaurant and Jockey Club in Beverly Hills, California. Management of the Company believed that changing the name of the Company to Chasen's International Corporation would provide the Company instant name recognition. The Company effected a stock split of 100 to 1 at this time. The acquisition was never completed due some discouraging financial findings discovered after further due diligence on the operations of Chasen's Restaurant and Jockey Club. There was also some question as to the ability of the Company to use the Chasen's name as it may have interfered with certain trademarks. On July 6, 1999, the Company changed it corporate name to "Tril-MediaNet.com" after the anticipated share exchange agreement and acquisition of Chasen's did not materialize. It was believed that the new name would allow the Company to better continue its software business development and technology operations and avoid any conflict with the trademarks and ownership of the name Chasen's. On November 21, 2000, the Company changed its name to Tec Factory, Inc. and was planning to purchase Tec Factory Fort Lauderdale, LLC and Tec Factory Los Angeles, LLC from Web Capital Ventures, Inc. This transaction was not concluded. The Company had negligible operations between November 2000 and February 6, 2004. On February 6, 2004, the Company entered into an agreement to purchase the HEARTSTAT CNBP/BF technology assets from several Interest Holders and on February 17, 2004 the Companyamended its corporate name to HEARTSTAT Technology, Inc. in anticipation of the final closing of the agreement. On March 18, 2004, the Company concluded the February 6, 2004 agreement to purchase the technology referred to herein as the "HEARTSTAT CNBP/BF". The HEARTSTAT CNBP/BF Technology (the "Technology") consists of patents and technology for a non-invasive monitoring of blood flow, perfusion and other cardiovascular and heart measures. There were no stock splits or other changes to the Company securities effected at the time of this name change. The Agreement for the Purchase of Assets, dated February 6, 2004, provided for the issuance of 38,000,000 shares of common stock plus two royalty agreements, as consideration for the purchase for a 100% ownership of the HeartSTAT CNBP/BF Technology from a number or Interest Holders, which included the Inventor and a number of investors that have been instrumental and partially responsible for advancing the HEARTSTAT CNBP/BF technology to its current status. In addition, the Company assumed $20,000 of notes payable. At February 6, 2004, the Company's former board of directors and shareholders approved the terms of the Agreement for the Purchase of HEARTSTAT CNBP/BF Technology Assets. This agreement was accounted for as an arms length transaction as none of the Interest Holders that received stock in this transaction in exchange for their ownership of the HEARTSTAT CNBP/BF Technology assets were previous shareholders, directors or officers HEARTSTAT Technology, Inc. prior to the completion of the transaction. As part of the Agreement, the Company agreed to a Commercialization Partnership Agreement (Exhibit B to the Agreement) with the Interest Holders whereby the Interest Holders agreed that Ted Russell, the inventor of the technology, could exclusively license in perpetuity the HEARTSTAT CNBP/BF Technology for the purpose of financing and concluding product commercialization activities if the Company were to fail to raise at least $2,500,000 of net proceeds for product development by September 6, 2005. The Company was given a 90-day period to cure the financing inadequacy to prevent the license from being effected. The terms of the license would include a provision that Mr. Russell, or an independent entity would repay the Company for any actual investment capital received at the rate of 20% of any net income of Mr. Russell's independent commercial operations of producing derivative products using the HeartSTAT CNBP/BF Technology. In addition, the Company would receive a royalty on net revenues of such derivative products as follows: 1. A royalty equal to 3% of net revenues if at lest $1.3 million of investment capital was received 2. A royalty equal to 2% of net revenues if at least $650,000 but less than $1.3 million of investment capital was received, or 3. A royalty equal to 1% of net revenues if less than $650,000 of investment capital was received. On August 15, 2005, due to the Company's inability to raise the required $2,500,000, Mr. Ted Russell and HeartSTAT, Inc. executed an Asset Transfer Agreement with the Company for the sale of the Technology to HeartSTAT, Inc., a private company controlled by Mr. Ted Russell, to permit Mr. Russell to continue the private funding of and commercialization of the Technology as a private entity. The Company will receive the following in exchange for the assets: o Mr. Russell and the Hull Family will return 20,000,000 shares of the Company's common stock to treasury, which accounts for 41.3% of the issued and outstanding stock in the company. o HeartSTAT, Inc. will issue 98,207 shares of stock (representing 8.7% equity interest in HeartSTAT, Inc.) and a $70,000 promissory note. o Mr. Russell and HeartSTAT, Inc. will fully release the Company from payment of all amounts owed to them. Mr. Russell and Mr. Pat Maley resigned immediately prior to the filing of this report as officers and directors of the Company. Upon completion of this transaction, the Company will continue its technology business development focus with its equity position in HeartSTAT, Inc. and with future operations.EMPLOYEES The company currently has only one full time employee and one part time executive employee.