QHR Technologies Inc. Enters Letter of Intent to Operate the Business of Total Care Technologies Inc. and Total Care Holdings
July 11, 2001 (QHR – CDNX) QHR Technologies Inc. (the”Company”) is pleased to announce that the Company has executed a Letter of Intent to takeover and manage the business operations and customer contracts of Total Care Technologies, Total Care Holdings Inc. and its affiliated Companies (“TCT”). Mr. Al Hildebrandt, CEO, director and control shareholder of QHR is also the sole director and control shareholder of TCT.
TCT is engaged in the development and marketing of staff scheduling software and other HR software products. TCT products are already utilized in QHR’s product model known as Quadrant HR. Management has worked diligently to complete its product line and the administration of its suite of products under one organization. This transaction is the business combination that the Company is seeking so that Quadrant HR is marketed as one product offering by one enterprise. This will strengthen its market position and attract new customers as well as streamline operations.
Revenues for Total Care Technologies Inc. at December 31, 2000 were CDN$ 9,877,239 with a profit of CDN$ 305,254. Total Care Holdings and its subsidiaries at December 31, 2001 generated revenues of CDN$6,101,482 with a loss of CDN$ 373,648. Revenues are generated from customers in Canada, Australia and the United States.
The Letter of Intent will be formalized through the execution of an Operations Agreement in which QHR will pay a royalty of 10% of revenues attributable to TCT products for a period of ten years. All operations including marketing and administration will be the responsibility of QHR. The royalty will be treated as a cost of sales by QHR and will be factored into future contracts with customers.
QHR is not acquiring any assets or liabilities from TCT under this agreement. QHR is assuming the contracts of TCT from the transaction date stated in the Letter of Intent that is currently set at August 1, 2001. QHR will hire the staff it requires to service the contracts at a profitable level. QHR will secure leased premises large enough to accommodate this staff and grow the business according to the business plans of QHR.
QHR agrees that the quality of service standards and revenues from product and services sales established by TCT be maintained and enhanced in the marketplace at all times.
The Letter of Intent requires due diligence to be performed by the Board of Directors of QHR. This will include but not be limited to a review of current business issues of TCT, a legal review, transaction review by the auditors of QHR, a review of the collateral and creditor issues of TCT and reasonable assurance that the transaction can be profitable for QHR in the future.
The Operations Agreement will be subject to the final approval of the Board of Directors of QHR, the shareholders and the secured creditors of TCT and regulatory authorities.
The business objective of the Letter of Intent is to combine the operations of QHR and TCT into one operation. This will allow downsizing of operations to profitable levels while improving the market position of Quadrant HR. Management believes this will improve its ability to access new capital through debt and equity sources. Consumer confidence is expected to increase, as they will be dealing with stronger single organization with improved financial health for their HR software needs.
QHR is engaged in the business of developing and implementing human resource solutions for large and medium sized enterprises. Its software modules can be purchased separately or bundled in a single integrated product known as Quadrant HR which has been designed to handle payroll, staff scheduling, and all elements of the human resource and staffing management needs.
On behalf of the Board of Directors
Al Hildebrandt Chief Executive Officer
