Healthtrac, Inc.
December
12, 2006
Dear shareholders,
The purpose of this letter to
the shareholders is to advise that Healthtrac Inc.(Healthtrac) is undergoing a
vote to elect a new Board of Directors.
Healthtrac endured some Board
of Director resignations in November 2004 and February 2005. Shareholders learned of these
resignations through 8-K filings.
It was also made known through 8-K filings in February 2005 that the
Chief Financial Officer had resigned and a license-only business model involving
the companyÕs intellectual property, the Healthtrac program, would be
pursued.
These resignations left
Healthtrac with a lone remaining Board Member, the Chief Executive Officer, who
is not a Canadian citizen. Importantly,
Canadian law requires that 20% of the Board of Directors be Canadian citizens. So, Healthtrac was not in compliance
with the law and there were no apparent efforts made to comply. In effect, there was no Board of
Directors in place, legal or otherwise, to approve the actions of the company.
Except for a subsequent 8-K
filing in July 2005 regarding a lawsuit, shareholders heard nothing more from
the company. Attempts to contact
the company were unsuccessful because HealthtracÕs headquarters closed and the
phone number disconnected without notification to shareholders or the
registering agent. Additionally,
Healthtrac had not submitted any financial filings since January 2004 (3rd
Q earnings ending November 2003).
Concerned that the company
had been abandoned and its intellectual property was at risk, a legal process
began to make certain that Healthtrac Inc. and its subsidiary, Healthtrac Corporation,
did not get dissolved.
A motion was filed in June
2006 in the Canadian courts by a major shareholder, on behalf of all shareholders,
to get authorization for putting Healthtrac back into compliance with Canadian
law. The shareholderÕs motion was
approved.
In October 2006 the proper
legal process continued. Since a
shareholder meeting had not taken place for years, a group of shareholders submitted
such a request. The request was
forwarded to the last known address of Healthtrac and to the last known registering
agent. There was no response from
Healthtrac.
As a result, the law allows
that the requesting shareholders may convene a meeting to elect a new Board of
Directors for the company. At that
meeting a vote will be held on the election of a new Board of Directors and the
results of that vote will be announced.
Certainly there are more
questions that Healthtrac shareholders will have as the company
re-emerges. Only when a vote is
taken and a legal Board of Directors is in place can a new vision for the
future of Healthtrac, its products and its intellectual property be communicated
to shareholders and the marketplace.
Regards, Everett Palmer, Bob
Maul, Heather Sinclair