Whistler announces a 4 to 1 stock split and has now entered into an agreement to purchase 100% of Crown Medical Systems, Inc.
LAS VEGAS, April 14 /PRNewswire-FirstCall/ -- Whistler Investments Inc. (OTCBB-WISV) announces today that it has entered into an agreement to acquire 100% of Crown Medical Systems, Inc. (CMS) of El Paso, Texas.
Brian Knight, Jerry Wayt and James Sterling founded CMS in 2002 for the purpose of providing the physician office, medical clinic and small hospital with all the tools necessary for total medical practice security. There are three primary areas within the medical facility that must be properly addressed to meet the growing federal mandates (HIPPA) concerning the privacy and security of patient and insurance information. These include Electronic Medical Records, Practice Management (billing and scheduling), and a licensed bi-directional computer interface to securely connect the two. During 2002, CMS management identified the products and services necessary to meet all the requirements of medical practice security and signed the appropriate national distribution agreements with Companies that help CMS offer the total solution. CMS developed a private label Pen Tablet PC, secured all necessary agreements and licenses for software and interface applications as well as identified three distinct marketing segments to ensure maximum revenue generation. CMS delivered on its first commercial contracts for the end of 2002 and has product sales contracted for, or in final stages of negotiations for, various delivery dates in the next three quarters.
The following is a summary of the agreement between Whistler Investments (WISV) and Crown Medical Systems Inc. (CMS):
1. WISV shall complete a restructuring of it share capital structure as
follows:
a. All WISV shares are common shares unless otherwise specified. All
moneys are in United States Dollars.
b. Cancellation of the "Restricted Shares" currently issued and
outstanding.
c. Forward split the remaining shares on a 4 new shares for 1
existing share, basis. All shares of CMS hereinafter referred
shall be on post forward split basis.
d. Issuance of 24,953,333 Restricted Shares (the "CMS Shares") to CMS
shareholders, representing 53% of WISV's issued and outstanding
shares.
e. Issuance to CMS shareholders of 10,000,000 WISV preferred non-
voting shares ("Preferred Shares"), convertible to WISV common
shares upon CMS attaining sales revenues of $10,000,000 over a 12-
month period (the "Conversion Date").
2. Prior to Closing, each party shall provide the other with:
a. Warranties and Representations as to financial, corporate and
regulatory status, corporate information, and the accuracy of such
information provided.
b. Due Diligence files and records as reasonably required to complete
the Transaction.
3. On "Closing" of the Transaction, WISV shall complete the following:
a. Complete the share capital structure and share issuances as set
out above.
b. Advance to CMS, $100,000.00, with an additional $400,000 to be
completed within 90 days.
c. Change name to Crown Medical Systems, Inc.
d. Director and Officer Appointments (effective to Conversion Date):
i. CMS shall appoint at least 51% of the Directors.
ii. CMS shall appoint a President.
iii. CMS shall appoint one authorized signatory.
e. Closing shall be within 30 days of entering into this Letter of
Agreement.
4. Share Issuance Restrictions
Until the Conversion Date becomes effective, there shall be no
additional issuance of shares except for those shares specified above
in item 1 above, unless approved by unanimous consent of the Board of
Directors.
5. General
a. The Transaction is subject to shareholder and corporate approvals
as required.
b. The parties agree to proceed in a timely manner, and shall give
the necessary authorizations and instructions to complete the
purpose and intent of the agreements set out herein this Letter of
Agreement.
c. Upon entering into this agreement CMS and WISV will instruct their
respective attorneys to prepare the definitive Purchase and Sale
Agreement to effect the Closing of the Transaction.
The Private Securities Litigation Reform Act of 1995 provides a 'safe harbor' for forward-looking statements. Some information included in this process release contains statements that are forward-looking. Such forward- looking information involves significant risks and uncertainties that could affect anticipated results in the future and, accordingly, these results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. For a description of additional risks and uncertainties, please refer to the Company's filings with the Securities and Exchange Commission.
On behalf of Whistler Investments, Inc.
Holly Roseberry
Crown Medical Systems, website: www.crownmed.com
For investor relations and corporate information
Call Russ Lombardo at 604-646-5624
Whistler Investments, Inc.
CONTACT: For investor relations and corporate information call Russ
Lombardo at 604-646-5624
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