SEC FILING TODAY ALSO!!!!!!
ETCR -- Equity Technologies & Resources, Inc.
Class A Com ($0.0001)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2003 (July 30,
2003)
EQUITY TECHNOLOGIES & RESOURCES, INC.
(exact name of registrant as specified in its charter)
Delaware 000-17520 75-227-6137
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
325 W. Main Street, Suite 240
Lexington, Kentucky 40508
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (859) 268-4446
N/A
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(Former name or former address, if changes since last report)
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Item 5. Other Events.
VPS Holding, LLC, a Kentucky limited liability company, was incorporated August 29, 2002, by the sole member and manager, James Kemper Millard, who also serves as President and CEO of Equity Technologies & Resources, Inc., a Delaware corporation, and its wholly owned subsidiary Verified Prescription Safeguards, Inc., a Florida corporation, to serve as a repository for privately-raised capital. Subsequently, VPS Holding, LLC, was identified as a viable Kentucky-based corporate entity through which to present a proposal to the Commonwealth of Kentucky in response to its Request for Proposal (RFP) to develop a real-time Prescription Drug Monitoring Pilot Project mandated by House Bill 26, which was passed unanimously by the 2002 Kentucky General Assembly.
The Commonwealth of Kentucky, on July 30, 2003, awarded a contract to VPS Holding, LLC, to lead a pilot project, in Perry and Harlan counties, at medical, clinical, and pharmacy facilities. The project will be conducted by a consortium of companies under license to VPS Holding, LLC, that includes Envoii, Inc., a San Francisco, California, software developer, and Computer Information Systems, Inc., a London, Kentucky, consulting firm and solutions provider for information technology, both of which are privately-held corporations. In order to perform under the terms and conditions of this state contract, VPS Holding, LLC, will license the technologies from each corporation for a nominal fee.
Any benefits or revenues derived from the use of technology acquired by VPS Holding, LLC, shall pass directly through to Equity Technologies & Resources, Inc., and/or Verified Prescription Safeguards, Inc., under the terms of the Joint Venture Agreement.
The license to use and develop technology, intellectual property, and know-how related to prescription drug monitoring systems and all other matters pertaining to the healthcare industry was obtained pursuant to the terms of an Assignment and License dated April 23, 2003, from Equity Technologies & Resources, Inc., and Verified Prescription Safeguards, Inc. This Assignment and License was granted with the understanding that VPS Holding, LLC, would enter into an agreement with Envoii Healthcare, LLC, a Nevada limited liability company, to undertake the funding and development of the Verified Prescription Safeguards(TM) prescription drug monitoring system and in consideration of payments to be received by Equity Technologies & Resources, Inc., and Verified Prescription Safeguards, Inc. Envoii Healthcare, LLC, owns the exclusive rights in the healthcare channel of trade rights to the EnvoiiTM system.
A Joint Venture Agreement was executed by VPS Holding, LLC, and Envoii Healthcare, LLC, wherein Envoii Healthcare, LLC, in conjunction with Envoii, Inc., agreed to undertake the development of the real-time prescription drug monitoring system and raise the necessary funding for the project. This Agreement and the Assignment and License were under negotiation prior to submission of the response to the Kentucky Request for Proposal on April 9, 2003, but executed thereafter, both of which have subsequently been provided and fully disclosed to the Commonwealth of Kentucky.
Under the terms of the Joint Venture Agreement, contract revenues, if any, other than the grant for the pilot project resulting from the development, implementation, and/or sale of real-time controlled substance prescription monitoring technology to any third party including governmental entities, are to be distributed to Envoii Healthcare, LLC (75%), VPS Holding, LLC (25%), with Equity Technologies & Resources, Inc., and/or Verified Prescription Safeguards, Inc., receiving 100% of the benefits and revenues distributed to VPS Holding, LLC. The contract with the Commonwealth of Kentucky governs the division of proceeds from the pilot project grant funding.
Other terms and conditions in the Joint Venture Agreement provide Verified Prescription Safeguards, Inc. with the authority to use the developed technology and the opportunity to further develop technology, information technology, intellectual property and know-how related to prescriptions and the healthcare industry, as part of a national electronic healthcare network initiative. All anticipated revenues from this undertaking are intended to be distributed through the Licensee to Equity Technologies & Resources, Inc., and Verified Prescriptions Safeguards, Inc. Based upon this distribution of combined sources of revenue, Equity Technologies & Resources, Inc., and Verified Prescription Safeguards, Inc., could realize 60% or more of projected revenues over a five-year period. Such anticipated revenue distributions are projections only, and, although based on the current business model, are subject to change. Additional benefit to be realized by the Companies is that they will be gaining committed partners with administrative, financial, software, and marketing experience in the healthcare industry - all with minimal overhead and cost. It is anticipated that all filings, will include reference to all agreements involving all Companies, and will be completed in the near future.
SIGNATURES
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.
Dated: August 6, 2003
EQUITY TECHNOLOGIES & RESOURCES, INC.
Registrant
By: /s/ James Kemper Millard
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James Kemper Millard, President
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Exhibit 10.1
ASSIGNMENT AND LICENSE
THIS AGREEMENT made and entered into this 23rd day of April, 2003, by and between EQUITY TECHNOLOGIES & RESOURCES, INC., a Delaware corporation, with its principal place of business in Lexington, Kentucky (hereinafter referred to as "ETCR") and VERIFIED PRESCRIPTION SAFEGUARDS, INC., a Florida corporation, with offices in Lexington, Kentucky (hereinafter referred to as "VPS"), (both of which are singularly and collectively referred to herein as the "Assignors" or "Licensors") and VERIFIED PRESCRIPTION SAFEGUARDS HOLDING, L.L.C., a Kentucky limited liability corporation, with its principal place of business in Lexington, Kentucky (hereinafter referred to interchangeably as "VPSH" or "Assignee" or "Licensee"), for and in consideration of the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt of which is hereby acknowledged, it is hereby agreed, as follows:
1. ETCR and VPS do hereby assign all right, title, and interest in and to any and all technology and intellectual property, actual or conceptual, patents, copyrights, trademarks, or trade secrets, either at law, common law, or by any other authority, including but not limited to provisional patent application number 60/421,799, filed October 29, 2002, confirmed on November 22, 2002 with confirmation #4866, having been issued in favor of VPS, a wholly owned subsidiary of ETCR, although held in the name of third parties; the name "Verified Prescription Safeguards, Inc."; and "Veriscrip" or "veriscrip.com" to VPSH.
2. ETCR and VPS do hereby grant an exclusive license to VPSH, the Licensee, to use and develop any and all information, technology, intellectual property and know-how heretofore acquired by the Licensors, related to prescription drug monitoring systems or any and all matters pertaining to prescriptions and the healthcare industry, referred to in the provisional patent application or in any other published material.
3. The parties hereto understand that VPSH intends to enter into an Agreement with Envoii Healthcare, LLC to undertake the funding and development of the Verified Prescription Safeguards system in consideration of payments from Envoii Healthcare, LLC to VPSH referred to in said Agreement dated the 23rd day of April, 2003, and in consideration of payments from VPSH to VPS and ETCR also set forth in said Agreement.
Executed this 23rd day of April, 2003.
EQUITY TECHNOLOGIES & RESOURCES, INC.
/s/ James K. Millard
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By James K. Millard, President
VERIFIED PRESCRIPTION SAFEGUARDS, INC.
/s/ Robert Leff
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By Robert Leff, President
VERIFIED PRESCRIPTION SAFEGUARDS HOLDING, LLC
/s/ James K. Millard
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By Frank B. Barker, Member
James K. Millard
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Exhibit 10.2
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT made and entered into this 4th day of August, 2003 by and between Equity Technologies & Resources, Inc., with its principal place of business at 325 West Main Street, Lexington, Kentucky 40507 ("ETCR"); Verified Prescription Safeguards, Inc., with its principal place of business at 325 West Main Street, Lexington, Kentucky 40507 ("VPS"); VPS Holding, LLC, with its principal place of business at 6031 Russell Cave Road, Lexington, Kentucky 40501 ("VPSH"), and Envoii Healthcare, LLC ("Envoii") with its principal place of business at 2225 East Randol Mill Road, Suite 305, Arlington, Texas 76011.
WHEREAS, the parties hereto entered into a Joint Venture Agreement on April 23, 2003, and now desire to terminate that Agreement and declare it null and void ab initio; and,
WHEREAS, there is a need to clarify and reach a clear understanding as to the terms involving potential revenues to be received by ETCR and VPS; and,
WHEREAS, it is still the intent of the parties to permit VPS, its successors and assigns, the opportunity to develop information technology, intellectual property and know-how related to prescriptions and the healthcare industry, as part of a national electronic healthcare network initiative; and,
WHEREAS, it is the intent of VPSH to be acquired by Envoii, the terms of which acquisition are being finalized, but which will not alter the terms hereof.
WHEREAS, ETCR and VPS have pursued the development of prescription drug monitoring databases for use in a controlled substance prescription environment, as well as by third parties in non-controlled substance prescription environments; and,
WHEREAS, VPSH was formed for a special purpose to undertake such efforts on behalf of ETCR and VPS; and,
WHEREAS, ETCR AND VPS have been unable to contract for and/or arrange the necessary funding and personnel to continue such project; and,
WHEREAS, Envoii has been pursuing similar technology and claims rights to the development of such and to avoid any conflict the parties have agreed upon an amicable and equitable resolution of the entitlement to such technology and the economic benefits, if any, to flow therefrom; and,
NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, it is agreed by and between ETCR, VPS, VPSH, and Envoii, as follows.
1. The Joint Venture Agreement dated April 23, 2003 is hereby terminated and declared null and void ab initio.
2. Envoii shall immediately undertake the development of the system described above and raise the necessary funding for the project.
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3. ETCR, VPS, and VPSH shall deliver to Envoii any documents required to transfer the technology to Envoii and execute any and all documents reasonably required to accomplish this purpose.
4. VPSH shall assist Envoii as required for the development of the system and contribution of its accumulated knowledge and contacts and relationships in order to expedite the development of the technology.
5. (a) In consideration of the commitment VPSH and the resolution of any potential conflicts regarding the technology being transferred, Envoii agrees to pay VPSH a sum equal to twenty-five (25%) percent of contract revenues, if any, exclusive of any proceeds from the contract with the Commonwealth of Kentucky, with ETCR and VPS receiving one hundred (100%) percent of the benefits and revenues distributed to VPSH. Such compensation shall be paid for the delivery of contracts being the result of implementation and/or sale of prescription drug monitoring technology for controlled substances or scheduled drugs to any third party including governmental entities through the efforts of VPSH or VPS. For all other contracts obtained through the efforts of Envoii, VPSH shall receive five (5%) percent of contract, with ETCR and VPS receiving one hundred (100%) percent of those revenues distributed to VPSH.
(b) It is mutually agreed that all parties will make a concerted effort to work together to avoid duplicating resources and efforts. Any such contracts shall be determined to be profitable by a method to be agreed upon and mutually acceptable to VPSH and Envoii.
(c) The parties hereto will permit VPS, its successors and assigns, the opportunity to develop information technology, intellectual property and know-how related to prescriptions and the healthcare industry, as part of a national electronic healthcare network initiative.
(d) It is also understood and agreed that the development of all intellectual property, information technology and know-how related to prescriptions and the healthcare industry, as part of a national healthcare initiative, shall be the sole responsibility of VPS, its successors and assigns, and all revenues will be passed on to and received by ETCR and VPS, their successors and assigns.
(e) It is further understood and agreed that the technology, intellectual property, information technology, and know-how that has been heretofore assigned and licensed to VPSH and Envoii, that is not deemed necessary for development of the VPS system, by Envoii, for the pilot project and for implementation by any third party or governmental entity or agency, and that will be made available by the parties to VPS, under the terms of paragraph (c) above, will be licensed to VPS, its successors and assigns.
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6. VPSH hereby agrees that any and all funds received from Envoii shall pass through to ETCR or VPS, as may be designated to be most beneficial to the shareholders and creditors of each, without any tax consequences to VPSH. This decision shall be made by management within its sole discretion.
IN WITNESS WHEREOF this Joint Venture Agreement has been executed this 4th day of August, 2003.
Equity Technologies & Resources, Inc. Verified Prescription Safeguards, Inc.
/s/ James K. Millard /s/ James K. Millard
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By: James K. Millard, President By: James K. Millard, President
VPS Holding, LLC Envoii Healthcare, LLC
/s/ James K. Millard /s/ Frank B. Barker
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By: James K. Millard, Managing Member Frank B. Barker, Member
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Exhibit 10.3
PR NEWSWIRE: Fax #: 888-776-3975
For New York Metro Release Wednesday, August 6, 2003 at 3:00 p.m. (E.D.T.)
NEWS RELEASE
Equity Technologies & Resources, Inc., and Verified Prescription Safeguards, Inc., Announce Contract Award for Kentucky Prescription Drug Diversion Pilot Program
Lexington, Ky. -- August 6, 2003 -- Equity Technologies & Resources, Inc., (ETCR.PK) President James Kemper Millard announced today that VPS Holding, LLC, a Kentucky limited liability corporation, has been awarded a contract to lead the Prescription Drug Monitoring Pilot Project mandated in House Bill 26 by the 2002 Kentucky General Assembly.
"This is just the latest in a consistent set of milestones the Company has met in its efforts to set a new standard -- and solution -- for the prevention of drug diversion and Medicaid fraud with our provisionally-patented Verified Prescription SafeguardsTM Prescription Drug Monitoring System," Millard said. Drug diversion occurs when a lawful controlled prescription drug is used for illicit purposes, such as when painkilling medications are sold on the street as substitutes for heroin or cocaine.
"The pilot project will be conducted at medical, clinical, and pharmacy facilities in Kentucky's Perry and Harlan counties on a voluntary basis, under a contract with the Commonwealth of Kentucky," Millard said. "The revolutionary VPSTM technology provides immediate ("real time") data delivery when the practitioner writes the prescription and again when it is filled by the pharmacist. The information is conveyed instantly to the regulator. Real-time reporting dramatically reduces an investigation of potential diversion from months to minutes," Millard emphasized. "In addition, the positive results of real-time monitoring will significantly improve patient care by preventing drug-drug interaction and by eliminating the risk of misread prescriptions, while assuring patient privacy protection and compliance with all HIPAA requirements."
Millard noted that if the state decides to adopt the statewide use of the VPS System after the pilot, this could result in Kentucky saving an estimated $20-30 million annually by reducing Medicaid prescription drug fraud.
In making the announcement, Millard said a consortium of companies has been formed under licensee VPS Holding, LLC, to make the bid. In addition to Verified Prescription Safeguards, Inc. (a wholly-owned subsidiary of Equity Technologies & Resources, Inc.), the others are Envoii, Inc., a San Francisco, California, software developer whose suite of EnvoiiTM software and services dramatically improves performance, utility, and return on investment of web-based
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applications, and Computer Information Systems, Inc., a London, Kentucky, consulting firm and solutions provider for information technology. For the purposes of the pilot project, VPS Holding, LLC, will license the technologies from each consortium corporation for a nominal fee. Any benefits or revenues derived from the use of technology acquired by VPS Holding, LLC, will pass through to Equity Technologies & Resources, Inc., and/or Verified Prescription Safeguards, Inc., under the terms of the Joint Venture Agreement.
"Equity Technologies & Resources, Inc. and it's subsidiary, Verified Prescription Safeguards, Inc., assigned all intellectual property rights to the Verified Prescription Safeguards System for controlled substances to VPS Holding, LLC, a Kentucky limited liability company," Millard explained. "In anticipation of development and funding for the VPS System, VPS Holding, LLC, entered into an Agreement with Envoii Healthcare, LLC. In the absence of any contracts or funding for the project, this was the only viable alternative available. Envoii has been pursuing similar technology in the healthcare industry, and it was practical and prudent to partner with the Envoii Healthcare technology. The manner in which the funding and technology development issues have been structured will beneficially protect both the creditors and the stockholders of Equity Technologies & Resources, Inc., and Verified Prescription Safeguards, Inc. Both companies will receive significant revenues from prescription drug monitoring database contracts, as well as revenues from an emerging national electronic health network initiative."
Verified Prescription Safeguards and VPS are trademarks of Verified Prescription Safeguards, Inc., a wholly owned subsidiary of Equity Technologies & Resources, Inc. Envoii is a trademark of Envoii, Inc.
This press release contains forward-looking statements that reflect the Company's current expectations regarding future events. While these statements reflect the Company's best current judgment, they are subject to risks and uncertainties. Actual results may differ significantly from projected results due to a number of factors, including, but not limited to assumptions beliefs and opinions relating to the business and growth strategy of Equity Technologies & Resources, Inc. and it's wholly owned subsidiary Verified Prescription Safeguards, Inc., and implementation thereof, based upon the Company's interpretation and analysis of financial and market conditions, the decisions of businesses with whom the Company is either engaged in business with or negotiating, healthcare industry trends and management's ability to successfully finance, develop, market, sell and implement its e-commerce and internet solutions, clinical and financial e-transaction services and software applications to physicians, pharmacies, governmental agencies, laboratories, insurance companies, HMOs, and payers. These factors and other risk factors are more fully discussed in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any intent or obligation to update any forward-looking statements.
Contact: James Kemper Millard, President & CEO
Equity Technologies & Resources, Inc.
325 West Main Street, Suite 240
Lexington, KY 40508
(859) 268-4446 |
