We were incorporated in the State of Nevada on November 30, 2005 under the
name “Oliver Creek Resources Inc.” At inception, we were an exploration
stage company engaged in the acquisition, exploration and development of natural
resources. In 2014, we discontinued our oil and gas operations and changed our
business focus. Currently, we are a diversified holding company which, through
our subsidiaries, is engaged in sales and distribution of medical devices, sales
of branded generic pharmaceutical drugs, commercial real estate investment and
leasing, sales of point of entry full-body security systems, and specialized
financial services.
The Company, through its medical products business unit, we manufacture and
sell our Sharps and Needle Destruction Device (SANDD mini™) and our Carotid
Artery Digital Non-Contact Thermometer. We also distribute for third parties
WoundClot – Advanced Bleeding Control, the Thermofinder FS-700 Pro (professional
model) and FS-700 (retail model digital non-contact thermometers and Zonis®.
The Company’s real estate leasing revenues are generated from a commercial
property under a long-term lease. Additionally, the Company’s real estate
investment unit holds limited liability company interest in a commercial restoration
project in Hawaii. RedHawk Energy Corp., LLC holds the exclusive U.S. manufacturing
and distribution rights for the Centri Controlled Entry System, a unique, closed
cabinet, nominal dose transmission full body x-ray scanner.
On April 5, 2013, we entered into a private placement subscription agreement
with Europa Capital AG (which we refer to as “Europa”), pursuant
to which we issued to Europa a convertible debenture in the aggregate amount
of $46,000. The convertible debenture carried interest at the rate of 6% per
annum and could be converted into shares of our common stock at the rate of
$0.01 per share. Interest and principal were payable on the third anniversary
of the debenture, provided that any unconverted portions could be pre-paid at
our discretion. As of January 31, 2014, we owed $2,284 of accrued interest in
respect of the debenture.
Effective July 22, 2013, we entered into and closed a securities purchase agreement
with Asher Enterprises, Inc. (which we refer to as “Asher”). Under
the terms of the agreement, we issued an 8% convertible promissory note, in
the principal amount of $57,000, with a maturity date of April 17, 2014 which
could be converted into shares of our common stock at a rate of 58% of the market
price on any conversion date, any time after 180 days from July 15, 2013, subject
to adjustments as further set out in the note. We had the right to prepay the
note together with all accrued interest within 180 days of July 15, 2013 subject
to a prepayment penalty equal to 15% during the first 30 days of the prepayment
period and increasing by 5% during each subsequent 30-day period.
On September 23, 2013, we closed another securities purchase agreement dated
September 17, 2013 with Asher. Under the terms of the agreement, we issued an
8% convertible promissory note, in the principal amount of $32,500, with a maturity
date of June 19, 2014 which could be converted into shares of our common stock
at a rate of 58% of the market price on any conversion date, any time after
180 days from June 19, 2014, subject to adjustments as further set out in the
note.
%