SUN VALLEY, CA--(Marketwire - March 10, 2010) -
XTend Medical (PINKSHEETS: XMDC
), a company that specializes in delivering life-changing medical technology to healthcare organizations globally, announced today that the company has filed legal action against U & I Bio-Tech, Korea and California, as well as Mr. Sam Lee personally, for their failure to deliver all BioHarp-related assets acquired pursuant to the Asset Purchase Agreement signed on December 8, 2009. The case, captioned as XTend Medical Corp. v. Lee, was filed on Monday, March 8, 2010 and is pending in the United States District Court for the Central District of California as Case No, 2:10-CV-01681 DMG (JEMx).
The company released the following statement regarding this matter: "Unfortunately, XTend Medical Corporation has been forced to file a complaint against Mr. Sam Lee, U & I Bio-Tech, Korea, and U & I Bio-Tech, California for non-delivery of the BioHarp assets, as well as numerous actions and inaction that have caused the company significant injury. XTend has engaged Knobbe, Martens, Olson, and Bear, LLP, an intellectual property law firm, to handle our litigation."
On December 8th, 2009, XTend Medical signed an Asset Purchase Agreement with U & I Bio-Tech, Korea, U & I Bio-Tech, California, and Mr. Sam Lee to acquire the entire BioHarp assets to include all patents, software, hardware, intellectual property, marketing materials, and, in effect, everything that has to do with the BioHarp medical device. The company paid for the assets in an all stock purchase in the amount of 541,853,832 common shares of which 80% came from personal holdings of current management. Since that time, Mr. Lee has failed to deliver all of the assets outlined in the APA, and he has severely hampered XTend Medical in moving its business model forward. On numerous occasions, XTend's corporate counsel, Mr. Carl Duncan, has sent demand letters to Mr. Lee through his counsel, requesting delivery of the entire BioHarp assets, including proper working models, marketing materials, manufacturing progress, and all other pertinent information so XTend can begin the sales and marketing process of the BioHarp globally. These demand letters have been ignored by Mr. Lee for the most part. While Mr. Lee did provide a portion of the assets, he has materially failed to deliver the entire assets, including assigning the intellectual property to the company, as he promised to do in the APA. The company has tried now for over 90 days to resolve this matter amicably, but Mr. Lee has not fulfilled his obligations. Therefore, XTend has filed this Complaint in order to achieve full compliance with the asset delivery and to insure that it takes appropriate steps to protect shareholders and to secure the future of the company.
Company management wishes to inform its shareholders that it was advised by the company's corporate and securities counsel to remain silent while multiple attempts (ultimately unsuccessful) were made to secure the BioHarp assets from Mr. Lee and U & I, Korea and California. This silence may have caused shareholders to question the viability of the company. In any event, these developments have caused the company to be in a holding pattern. Notwithstanding this development, the company is continuing to move forward. Management believes it now has possession of the schematics necessary to manufacture the device and to recreate the operating software. The company has received several older, non-working versions of the BioHarp that can assist in the molding and further development of the BioHarp. Management will begin to work with qualified engineers, both hardware and software, so it can improve the device and software in order to reach the full potential of the BioHarp business model.
The company's current goal is to identify a manufacturing partner, presumably in the U.S. and hopefully with an established medical device manufacturing company that can expedite a newer, improved device that it can bring BioHarp to market as soon as possible. Marketing materials, the website, and sales literature will now have to be recreated from scratch. While this is a setback in the company's current timeline, management is determined to make the BioHarp business model succeed and to bring to market a more robust device that can clearly assist the medical community in diagnosing harmful diseases. Management believes these events will not stand in the way of the company's progress, and it will overcome the present adversity and make XTend Medical a powerhouse in the medical community.
Mr. Paul D. Lisenby, CEO of XTend Medical, released the following statement, "Regrettably, the company has been forced into a situation where my duties as CEO have been relegated to insure the assets purchased on December 8, 2009 are fully delivered into the company's possession and control as per our Asset Purchase Agreement signed and agreed upon by all parties involved. My resolve to insure the company moves forward has never wavered. While these events have been hard on Mr. Friedman and me, we will not rest until the BioHarp is in the marketplace and functioning the way we know this device can. It is Mr. Friedman's and my view that the company will endure, and our loyal shareholders will be proud to be a part of something that will change the landscape of medical diagnosis in the healthcare arena. We are progressing as fast as possible given the non-action by the other parties and we will expedite as humanly possible the development of the BioHarp and gain sales as soon as feasible given the current circumstances. We will continue to update our shareholders as our progress continues."
About XTend Medical
XTend Medical is a company that specializes in the sales, manufacturing, and distribution of the latest in medical devices and telemedicine solutions for the healthcare industry. It is dedicated to insuring its products and services offered and to be offered to healthcare organizations, third-world countries, and physician groups is at the forefront of medical technology. In management's opinion, the recent acquisition of the BioHarp medical device will assist the company in becoming known as a leader in the healthcare sector globally. For further information, please contact XTend at firstname.lastname@example.org or visit its website at www.bioharpunius.com
This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products and services that we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements reflect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets.