Attached files
| file | filename |
|---|---|
| EX-99.1 - BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS INC | agrconvertmcmorris.htm |
| EX-99.2 - BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS INC | bmtlcontractagreementkratos.htm |
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 4, 2010
BioMedical Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
Colorado | ____000-52652___ | 26-3161860 |
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) |
9800 Mt Pyramid Court # 250
Englewood, CO 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 653-0100
______________________________________________________
(Former name or former address, if changed since last report)
___ | Written communications pursuant to Rule 425 under the Securities Act |
___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.
ITEM 5.02
ELECTION OF DIRECTOR.
The following sets forth the information required by Item 701 of Regulation S-X with respect to the unregistered sales of equity securities by BioMedical Technology Solutions Holdings, Inc., a Colorado corporation (the "Company"):
1. a.
On August 4, 2010, the Company agreed to convert debt with Jeffery McMorris, pursuant to which Mr. McMorris agreed to accept, and the Company agreed to issue, 200,000 shares of common stock, $.001 par value (the “Common Stock” or “Shares”) in satisfaction of a $30,000 outstanding promissory note. The Shares were valued at $0.15 per share, which was equal to 100% of the public trading price of the Common Stock on August 4, 2010 as quoted on the OTC Electronic Bulletin Board.
b.
The shares were issued exclusively to one person who qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act"). The shares issued were “restricted securities” under the Securities Act.
c.
The Company paid no fees or commissions in connection with the issuance of the Shares in satisfaction of the debt.
d.
The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder. The investor qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believe that the accredited investor obtained all information regarding the Company that he requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.
e.
The issuance of the Shares in satisfaction of the debt is described in Item 3.02 (1)(a) above.
f.
There were no proceeds received as a result of the conversion of debt.
2. a.
On September 21, 2010, the Company entered into a Consultation and Marketing Agreement (“Agreement”) between the Company and Kratos Consulting, a division of Viper Enterprises (“Consultant”) pursuant to which Consultant agreed to accept as compensation under the Agreement, and the Company agreed to issue, 50,000 shares of common stock, $.001 par value (the “Common Stock” or “Shares”). The Shares were valued at $0.24 per share, which was equal to 100% of the public trading price of the Common Stock on September 21, 2010, as quoted on the OTC Electronic Bulletin Board.
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b.
The shares were issued exclusively to one person who qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act"). The shares issued were “restricted securities” under the Securities Act.
c.
The Company paid no fees or commissions in connection with the issuance of the Shares in satisfaction of the debt.
d.
The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder. The investor qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer. We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information. Based on our investigation, we believe that the accredited investor obtained all information regarding the Company that he requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.
e.
The issuance of the Shares in satisfaction of compensation for services is described in Item 3.02 (2)(a) above.
f.
There were no proceeds received as a result of the issuance of Shares.
Election of Director
Effective September 1, 2010, the Company’s Board of Directors approved the election of Manny Losada to serve as a member of the board of directors.
No determination or commitment has been made with respect to the compensation Mr. Losada will receive as a director or with respect to his committee assignments.
The following sets forth information with respect to Mr. Losada required under Items 401 and 404 of Regulation S-K under the Exchange Act:
Mr. Losada brings over 25 years of senior leadership experience in distribution and manufacturing with Fortune 500 healthcare companies. Along with his 25 years of domestic experience, Mr. Losada has extensive international experience as well. He has conducted business globally including negotiations in Asia, Hong Kong, Beijing, Shanghai, Taiwan, Macau, Singapore, Spain, Portugal, Germany, Argentina, Brazil and Canada. Mr. Losada currently serves as President of MedPro Assoicates, one of the nation’s largest national manufacturer’s representation organizations specializing in the healthcare markets. MedPro represents leading manufacturers who sell their products through distribution agreements or directly into the hospital, physician, long-term care, dental and veterinary markets. Prior to joining Medpro, Mr. Losada held key senior management positions at Medical Actions Industries, B. Braun Medical, Henry Schein and Caligor/MicrobioMedics, Inc. During his time at Caligor/MicrobioMedics.
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ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
99.1 | Agreement to Convert Debt – McMorris |
99.2 | Consultation and Marketing Agreement |
SIGNATURE
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.
BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC. | ||
Date: September _30, 2010 | By: __/s/ Donald G. Cox __________ Donald G. Cox, President | |
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