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"...