UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 15, 2005
HEARTSTAT TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-50993 20-1680252
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
530 WILSHIRE BLVD, #304 SANTA MONICA, CALIFORNIA 90401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 451-7400
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of August 15, 2005, the registrant entered into an Asset Transfer Agreement
pursuant to which it proposes to transfer the HeartSTAT Technology and related
intellectual property and assets to HeartSTAT, Inc., a Delaware corporation,
free of any royalty obligations. Upon closing, the registrant will receive from
HeartSTAT, Inc. a $70,000 promissory note and 133,207 shares of common stock of
HeartSTAT, Inc. In addition, holders of 20,000,000 of the registrant's
outstanding shares of common stock have agreed to relinquish their shares and
Ted W. Russell, a former officer and director of the registrant who is the Chief
Executive Officer of HeartSTAT, Inc., has agreed to release the registrant from
payment of all amounts owed to him. Closing of the transaction is subject to the
completion and satisfaction of various conditions precedent.
This summary description of the transaction described by the Asset Transfer
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Agreement and other documents that are filed as Exhibits
hereto.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
As of August 15, 2005, Garrett K. Krause was elected as the Chairman and Chief
Executive Officer of the registrant. Since 1992, Mr. Krause has been the
Managing Director of eAngels Equity, LLC, an angel investor network, based in
Miami, Florida. eAngels Equity, LLC participates in the investment in the real
estate, financial services, media, entertainment, and technology industries. Mr.
Krause studied finance at University of Calgary before starting his private
investment and entrepreneurial ventures.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-K NUMBER DOCUMENT
10.1 Asset Purchase Agreement dated as of August 15, 2005, by and
between HeartSTAT, Inc., Ted W. Russell, and HeartSTAT Technology,
Inc.*
10.2 Escrow Agreement dated as of August 15, 2005*
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*To be filed by amendment
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SIGNATURES
Pursuant to the requirements 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.
HEARTSTAT TECHNOLOGY, INC.
August 19, 2005 By: /s/ GARRETT K. KRAUSE
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Garrett K. Krause
Chief Executive Officer
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