As a result of the consummation of the transactions under the Stock Exchange Agreement, HEB has obtained control of a majority of the Company's outstanding voting securities. Please see Item 1.01 for a description of the Stock Exchange Agreement and related transactions.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
In connection with the consummation of the transactions under Stock Exchange Agreement, Mr. Scott A. Haire and Ms. Deborah Jenkins were appointed to the Company's Board of Directors and Messrs James Arch and James Millard, the current members of the Company's Board of Directors, resigned. Mr. Haire was also appointed Chairman of the Board and Chief Executive Officer by the new members of the Company's Board of Directors.
Scott A. Haire is Chairman of the Board, Chief Executive Officer and President of MB Software Corporation, a company focused on developing and marketing products for the advanced wound care market. MB Software shares are traded on the OTC. Previously, Mr. Haire was president of Preferred Payment Systems, a company specializing in electronic claims and insurance system related projects. Mr. Haire earned a BS in Accounting from the University of Kentucky in 1987, where he was recognized as Academic All-Southeastern Conference for Football.
Deborah Jenkins, Board of Directors: Is Managing Member of Cognitive Communications, LLC, a Business Consulting company; is President and Founding Member of RetroMedx, LLC a skin care and personal care products company. She has served as Special Consultant to Health Office India for strategy, development and operations assistance for work with US clients in medical transcription and coding services. Prior to serving in these capacities, she was President of pH Solutions, Ltd, the patent licensee of "safe acids" used in cosmetics, water purification, agriculture, pharmaceutical and many other industries. She has served on many national and international trade association's boards including the Intel Internet Health Board of Advisors, the American National Standards
3
Institute Health Informatics Standards Board - representing HIBCC (ANSI HISB and the American Society for Automation in Pharmacy (ASAP) where she also served as President and Secretary of the Board. Ms. Jenkins earned a BA degree in English-Minor Journalism from Texas Christian University in 1980.
ITEM 8.01 OTHER EVENTS
The Company's name change to VirtualHealth Technologies, Inc., became effective on August 24, 2006 with the filing of an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. The Company's previously announced 1-for-100 stock split will become effective on August 31, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
No financial statements are filed herewith. The Company will file financial statements by amendment hereto not later than 71 days after the date that this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
No pro forma financial statements are filed herewith. The Company will file pro forma financial statements by amendment hereto not later than 60 days after the date that this Current Report on Form 8-K must be filed.
10.20 Stock Exchange Agreement dated July 20, 2006 between Equity Technologies & Resources, Inc., MB Holding Corporation, and H.E.B., LLC. (Incorporated by reference to Exhibit 10.20 to the Company's Current Report on Form 8-K file with the Commission on July 25, 2006).
10.21 This Stock Cancellation Agreement (Class B Common Stock) dated July 20, 2006 between Equity Technologies & Resources, Inc., and MLH INVESTMENTS, LLC (Incorporated by reference to Exhibit 10.21 to the Company's Current Report on Form 8-K file with the Commission on July 25, 2006)
10.22 Form of Debt Exchange Agreement between Equity Technologies & Resources, Inc., and Holder. (Incorporated by reference to Exhibit 10.22 to the Company's Current Report on Form 8-K file with the Commission on July 25, 2006)
SIGNATURES
PURSUANT to the requirements of the Securities Exchange Act, the registrant has dully caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIRTUAL TECHNOLOGIES, INC.
DATE: August 30, 2006 /s/ Scott A. Haire ------------------------------------ Scott A. Haire, Chairman & Chief Executive Officer
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