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