As submitted to the Securities and Exchange Commission on March 8, 2021

PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

Preliminary Offering Circular dated March 8, 2021

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

Healthtech Solutions, Inc.

90 Broad Street, 16th Floor

New York, New York 10004

Phone: 844-926-3399

Offering Total: $75,000,000

Up to a Maximum of 1,500,000 Series B Preferred Shares

Offering Price of $50.00 per Share*

This is the public offering of securities of Healthtech Solutions, Inc., a Utah corporation. We are offering a maximum of 1,500,000 shares (the "Offered Shares") of our Series B Preferred Stock, par value $0.001 per share (“Series B Shares”), at an offering price of $50.00 per share. This Offering will terminate on the earlier of the second anniversary of the day the Offering is qualified (subject to extension for up to thirty (30) days), the date on which the maximum offering amount is sold, or the date on which the Company terminates the Offering (such earlier date being the “Termination Date”). The minimum purchase requirement per investor is 500 Offered Shares ($25,000); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 7 of this Offering Circular.

No Escrow. There is no minimum amount of proceeds that must be received before the Company will accept subscriptions. Therefore, the proceeds of this offering will not be placed in an escrow account. Subscriptions are irrevocable and the purchase price is non-refundable. Upon the acceptance by the Company of any subscription to this Offering, the Company shall immediately deposit the subscription amount into the Company's account and may dispose of the proceeds in accordance with the Use of Proceeds.

Sale of these shares will commence within two calendar days of the qualification date and there will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F). The Series B Shares will be sold for cash. In addition, the Company (a) will allow investors who have acquired convertible debentures issued by the Company to apply the principal and accrued interest of the debentures to purchase shares in this Offering, and (b) will allow certain entities with whom the Company has contracts for services to apply amounts due under such contracts to purchase shares in this Offering.

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

The Company is using the Offering Circular format for its disclosure in this Offering Circular.

Our Common Stock is traded in the OTC Markets Pink Open Market under the stock symbol “HLTT.” Our Series B Shares are not quoted on an exchange. However, the Offered Shares are convertible into shares of our Common Stock as described herein. 

Our Board of Directors used its business judgment in setting a price of $50.00 per Series B Share as the consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and to non-natural persons. Before you make any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

Table of Contents

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

In this Offering Circular, unless the context indicates otherwise, references to “Healthtech Solutions, Inc.”, “HEALTHTECH SOLUTIONS”, “we”, the “Company”, “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Healthtech Solutions, Inc.

Please carefully read the information in this offering circular and any accompanying offering circular supplements, which we refer to collectively as the offering circular. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with different information. This offering circular may only be used where it is legal to sell the Offered Shares. You should not assume that the information contained in this offering circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

 This offering circular is part of an offering statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an offering circular supplement that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any offering circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Where You Can Find More Information” below for more details.

We will be permitted to make a determination that the purchasers of Series B Shares in this offering are “qualified purchasers” in reliance on the information and representations provided by the purchaser regarding the purchaser’s financial situation. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A (“Regulation A”) under the Securities Act. For general information on investing, we encourage you to refer to www.investor.gov.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

 Our Preferred Stock is being offered and sold only to “qualified purchasers” (as defined in Regulation A). As a Tier 2 offering pursuant to Regulation A, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Preferred Stock offered hereby is offered and sold only to “qualified purchasers” or at a time when our Preferred Stock is listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D under the Securities Act (“Regulation D”) and (ii) all other investors so long as their investment in our Preferred Stock does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

 To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “should”, “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future results. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

SUMMARY 

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Series B Shares. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Company Information

Healthtech Solutions, Inc. has been organized to pursue innovation in the field of medical technology. Our subsidiary, Medi-Scan, Inc., has developed a cloud-based software system capable of converting a two-dimensional analog grayscale ultrasound image into a digital three-dimensional high definition color format that vastly expands the visual data available to the physician, and delivers the data to the physician while the patient is present. We have also made substantial advances in developing technology relating to the detection and treatment of cardiomyopathy.

Our plan for growth is three-pronged:

 Dividends

Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Trading Market

Our Common Stock is quoted on OTC Market Pink Open Market Sheets under the symbol HLTT. Our Series B Shares are not quoted on an exchange. The Series B Preferred Stock offered hereby is convertible into shares of our Company’s Common Stock.

Website

We maintain a website at www.mymediscan.com. We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website as a part of this Offering Circular.

THE OFFERING

RISK FACTORS

Investing in our common stock involves risk. You should carefully consider the risks described below together with all of the other information contained in this Offering Circular, including the financial statements and the related notes, before deciding whether to purchase any of the Offered Shares. If any of the following risks is realized, our business, financial condition or operating results could materially suffer. In that event, the trading price of our common stock could decline and you may lose all or part of your investment.

I. RISKS ATTENDANT TO OUR BUSINESS PLAN

Our business plan will fail unless we are able to secure substantial additional capital contributions.

Note 3 to our consolidated financial statements for the year ended December 31, 2020 discloses that Healthtech Solutions' financial condition raises substantial doubt as to its ability to continue as a going concern. The risk of investing in a company whose financial statements carry a going concern opinion is that you are likely to lose all of your investment if the company fails to continue as a going concern. In the case of Healthtech Solutions, completion of the development of our imaging system and securing government approval of its use in the U.S and the European Union will require an investment of several million dollars. Development of follow-on technologies into marketable products will then require substantial additional capital investment. We currently have only modest cash resources, and will require significant capital contributions in order to fully implement our business plan. If we fail to adequately capitalize our business and are not able to convert our business into a going concern, investors in Healthtech Solutions will lose their investment.

Medical technology development involves a lengthy and expensive process, and we may be unable to commercialize on a timely basis, or at all, any products we may develop.

Before commercial sales of any of our products, we must demonstrate through lengthy, complex and expensive studies, preclinical studies and clinical trials that the applicable product candidate is effective for use in each target indication. Each product candidate must demonstrate an adequate risk versus benefit profile in its intended patient population and for its intended use. Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Our clinical research may fail to demonstrate substantial evidence of the effectiveness of our technologies for their intended uses, which would prevent, delay or limit the scope of commercialization.

There can be no assurance that the products now in development or that we may seek to develop in the future will achieve technological feasibility, obtain regulatory approval or gain market acceptance. Few research and development projects result in commercial products, and success in early clinical trials often is not replicated in later studies. At any point, we may abandon development of a product candidate or we may be required to expend considerable resources repeating clinical trials, which would adversely impact the timing for generating revenues from those products. If a clinical validation study fails to demonstrate the prospectively defined endpoints of the study, we might choose to abandon the development of the product or product feature that was the subject of the clinical trial, which could harm our business.

Our business plan will not be effective unless we develop an effective marketing network.

We have not yet commenced the development of the marketing network that will deliver our imaging system or any of our follow-on products to the medical community. To generate demand for our products, we will need to make medical specialists aware of the benefits of each product through published papers, presentations at scientific conferences and one-on-one education by any salesforce we may hire or employ in the future. Our business will be unsuccessful if we are unable to hire skilled sales, scientific, technical and other personnel to support this marketing process.

An important part of our sales process will include the education of physicians on the safe and effective use of our products. There is a learning process for physicians to become proficient in the use of our products and it typically takes several procedures for a physician to become comfortable using the product. If a physician experiences difficulties during an initial procedure or otherwise, that physician may be less likely to continue to use our product, or to recommend it to other physicians. It is critical to the success of our commercialization efforts that our marketing agents educate physicians on the proper use of the system, and provide them with adequate product support during clinical procedures. If, therefore, we fail to organize a skilled marketing network, our product launch will fail.

We intend to acquire or invest in other businesses or technologies within the healthcare field. These investments may dilute our stockholders’ ownership, increase our debt and cause us to incur significant expenses. If they prove to be unsuccessful, the investments could damage our operating results.

As part of our business strategy, we intend to pursue acquisitions of complementary businesses and assets. We also may pursue strategic alliances that leverage our technology and industry experience to expand our product offerings or distribution. If we make acquisitions, we may not be able to integrate these acquisitions successfully into our existing business, and we could assume unknown or contingent liabilities. Integration of an acquired company also may require management resources that otherwise would be available for ongoing development of our existing business. Any future acquisitions by us also could result in significant write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. To finance any acquisitions or investments, we may choose to issue shares of our common stock as consideration, which could dilute the ownership of our stockholders.

Political, economic and regulatory influences are subjecting the healthcare industry to fundamental changes that could substantially affect our results of operations.

Government and private sector initiatives to limit the growth of healthcare costs, including price regulation, competitive pricing, coverage and payment policies, comparative effectiveness of therapies, technology assessments and alternative payment models, are continuing. These changes are causing the marketplace to put increased emphasis on the delivery of more cost-effective treatments. Certain provisions of the legislation will not be effective for a number of years and it is unclear what the full impact of the legislation will be. Provisions of this legislation, including Medicare provisions aimed at improving quality and decreasing costs, comparative effectiveness research, an independent payment advisory board, and pilot programs to evaluate alternative payment methodologies, could meaningfully change the way healthcare is developed and delivered, and may adversely affect our business and results of operations. Further, we cannot predict what healthcare programs and regulations will be ultimately implemented at the federal or state level, or the effect of any future legislation or regulation in the U.S. or internationally. However, any changes that lower reimbursements for our services, reduce medical procedure volumes or increase cost containment pressures on us could adversely affect our business and results of operations.

Federal and State Laws Pertaining to Healthcare Fraud and Abuse Could Adversely Affect Our Business.

We will be subject to various federal and state laws targeting fraud and abuse in the healthcare industry, including anti-kickback laws, false claims laws, laws constraining the sales, marketing and other promotional activities of manufacturers of medical devices by limiting the kinds of financial arrangements we may enter into with physicians, hospitals, laboratories and other potential purchasers of medical devices, as well as laws requiring the reporting of certain transactions between us and healthcare professionals. We will also be subject to the rules established by HIPAA, as amended by HITECH, which governs the conduct of certain electronic healthcare transactions and protects security and privacy of protected health information. Violations of these laws are punishable by criminal or civil sanctions, including substantial fines, imprisonment and exclusion from participation in government healthcare programs such as Medicare and Medicaid. Many of the existing requirements are new and have not been definitively interpreted by state authorities or courts, and available guidance is limited. Unless we are in full compliance with these laws, we could face enforcement action and fines and other penalties, and could receive adverse publicity, all of which could materially harm our business. In addition, changes in or evolving interpretations of these laws, regulations, or administrative or judicial interpretations, may require us to change our business practices or subject our business practices to legal challenges, which could have a material adverse effect on our business, financial condition and results of operations.

We will rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs.

To protect our rights in our services and technology, we will rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions. We will also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. If we do not effectively protect our intellectual property, our competitive position could be weakened.

Our competitive position will be significantly weakened if we are not able to enforce our patents.

Our ability to compete and to achieve sustained profitability will depend in significant part on our ability to obtain and enforce patents. Currently we have three pending provisional patent applications for our core medical technologies. We may submit additional patent applications in the medical space that may add strategic value to the Company. Our pending patent applications, however, and any future applications may not result in issued patents. In addition, any patents that may be issued to us might be challenged by third parties as being invalid or unenforceable, or third parties may independently develop similar or competing technology that avoids any patents we are granted. A weakening of the effectiveness of our patent portfolio could severely restrict our profitability.

We could face intellectual property infringement claims that could be time-consuming and costly to defend and could result in our loss of significant rights and the assessment of treble damages.

Medical imaging is a crowded industry with large institutional players, all of whom have extensive R&D budgets and are continuously developing and patenting new imaging products. We may in the future, receive notices of claims of infringement and misappropriation or misuse of other parties’ proprietary rights. Some of these claims may lead to litigation. We cannot assure you that we will prevail in such actions, or that other actions alleging misappropriation or misuse by us of third-party trade secrets, alleging infringement by us of third-party patents and trademarks or actions challenging the validity of any patent rights we may obtain will not be asserted or prosecuted against us. If there is a successful claim of infringement against us, we may be required to pay substantial damages (including treble damages if that infringement were found to be willful) to the party claiming infringement, develop non-infringing technology, stop selling our technologies (once commercialized) or using technology that contains the allegedly infringing intellectual property.

We may also be forced to initiate claims to defend our intellectual property or to seek relief on allegations that we use or offer to sell technology that incorporates third-party intellectual property. Intellectual property litigation, regardless of outcome, is expensive and time-consuming, could divert management’s attention from our business, and could have a material negative effect on our business, operating results or financial condition.

II. RISKS ATTENDANT TO OUR SPECIFIC PROJECTS

The success of our imaging system in securing a substantial market will depend in part on our ability to maintain its compatibility with software systems used in the more popular portable ultrasound devices.

Our imaging system will be designed to work in congress with generally available portable ultrasound devices. It will be crucial, therefore, that the software in our system be compatible with the software in most of those devices to enable it to efficiently interface with the ultrasound devices in use throughout the medical industry. If we fail to keep abreast of impending changes in prevailing software systems, we could find it difficult to market our software solution.

Government regulation of our use of individually identifiable data may increase our costs and interfere with the efficient use of our imaging system.

Both state and federal regulations apply to our use of customer information in general, and particularly to our access to patient medical information. Our efforts to comply with such regulations will entail development or purchase of costly software systems, which will reduce funds available for product development. Additionally, the success of our operations depends upon the secure transmission of confidential information over public networks. The intentional or negligent actions of employees, business associates or third parties may undermine our security measures. As a result, unauthorized parties may obtain access to our data systems and misappropriate confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent the compromise of our patient information. If any such compromise of our security or the security of information residing in our systems were to occur, it could have a material adverse effect on our reputation, operating results and financial condition.

The design, manufacture and marketing of our imaging system will entail an inherent risk of product liability claims.

Manufacturing and marketing of our imaging system may expose us to product liability and other tort claims. Although we intend to secure liability insurance, the coverage limits of our insurance policies may not be adequate and one or more successful claims brought against us may have a material adverse effect on our business and results of operations. A failure by our imaging system to properly disclose information in the manner we warrant could result from component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information. Any resulting product liability claims may be brought by individuals or by groups seeking to represent a class. The outcome of litigation, particularly class action lawsuits, is difficult to assess or quantify. Additionally, product liability claims could negatively affect our reputation, continued product sales, and our ability to obtain and maintain regulatory approval for our products.

Our research and development efforts with regard to cardiac muscle shredding and lung lesions may be hindered if we are not able to contract with third parties for access to exomes or nanoparticles and other biologic materials.

As part of our development of a pharmaceutical and electromagnetic solution to restoring a healthy heart muscle to COVID patients affected by heart muscle shredding, we will need to secure access to exosomes or nanoparticles and other biologic materials. The process of negotiating access to such samples is lengthy because it typically involves numerous parties and approval levels to resolve complex issues such as usage rights, institutional review board (IRB) approval, privacy rights, publication rights, intellectual property ownership and research parameters. If we are unable to negotiate access to exosomes or nanoparticles for clinical trials on a timely basis or on commercially reasonable terms, or at all, or if other laboratories or our competitors secure access to these samples before us, our ability to research, develop and commercialize future products will be limited or delayed.

III. RISKS ATTENDANT TO OUR MANAGEMENT AND CORPORATE GOVERNANCE

We have only two full time employees and a limited staff. This situation makes it difficult to implement proper internal controls over financial reporting and to develop and implement long term strategies.

There are currently two individuals who perform full-time services in connection with our operations. Each of them is engaged as a consultant to the Company. They are assisted by fourteen hourly part-time consultants as well as the services of bookkeepers and accountants whose primary function is to provide such services to a company owned by our CEO. This situation enables us to adjust to increases and decreases in our cash resources. It is, however, not a satisfactory situation for sound administration. The lack of a full-time management staff impedes the development of long-term goals and the consistent implementation of such goals as we have. The lack of a dedicated research staff likewise impedes the development of a long-term research strategy and its implementation. We intend to expand our staff and engage more full-time personnel when we have the cash resources needed. In the meantime, there is a risk that our lack of a complete management team will delay or imperil the implementation of our business plan.

Having only limited full time staff also makes it difficult for us to establish corporate governance practices, including disclosure controls and procedures, and to manage internal control over financial reporting. With limited staff, we need to outsource these and other matters, leading to reliance on third parties. Faulty judgments, errors or mistakes, or the failure to adhere to established controls and procedures by such third parties may make it difficult for us to ensure that the objectives of the control system are met. A failure of our controls and procedures to detect other than inconsequential errors or fraud could seriously harm our business.

We are dependent on the continuing services of our two full-time executives.

At the present time, only two of our officers devote the majority of their business time to our business: Manuel Iglesias, our President and Chief Operating Officer, and Richard F. Parker, who is engaged by Medi-Scan, Inc. as its Chief Research Officer. If either became unable or unwilling to continue in the Company's employ, the continuity of our business development would be significantly disrupted. A loss of Mr. Iglesias's services would deny us the benefit of the relationships he has developed on behalf of Medi-Scan. And a loss of the services of Mr. Parker, who as Medi-Scan's Chief Research Officer manages and overseas the development of our key technologies and systems, would have an adverse effect on our ability to commercialize our products and grow our business.

The elimination of monetary liability against our directors, officers and employees under our Bylaws and the existence of indemnification rights to our directors, officers and employees under our Articles of Incorporation may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

The Bylaws of Healthtech Solutions contain provisions that limit the liability of our directors and officers for monetary damages to our company and shareholders. Our Articles of Incorporation also require us to indemnify our officers and directors against claims arising from their service as such. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors or officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

IV. RISKS ATTENDANT TO OUR SECURITIES AND THIS OFFERING

There is no minimum offering that must be completed before subscriptions are accepted. Therefore Healthtech Solutions, Inc. may be inadequately capitalized when this offering is completed.

Healthtech Solutions, Inc. will accept subscriptions to this Offering as they are submitted. There is no minimum amount that must be subscribed in total before subscriptions will be accepted. This situation presents a risk that the Offering may be completed, and your subscription may be accepted, without the Company achieving sufficient capitalization for it to be viable. In that event, the Company would have to look for financing from alternative sources. If that effort were unsuccessful, there would be a significant likelihood that the Company's business would fail and you would suffer a loss of part or all of your investment.

Your ability to liquidate your investment in the Series B Shares will likely depend in part on the market for our common stock, which is currently illiquid.

We do not plan to develop a market for the Series B Shares sold in this Offering. If there is no market for the Series B Shares, then you will need to convert your Series B Shares into Common Stock in order to sell your interest in the Company. The process of converting your Series B Shares will require several days to complete. If the market price of the Common Stock falls during the period when you are converting, the value of your investment in the Company will likewise fall. In addition, your ability to liquidate your investment in the Company on satisfactory terms will depend on the liquidity of the market for our Common Stock. The market for our common stock at the present time is substantially illiquid: a purchase or sale of several hundred shares can result in a significant change in the market price. We cannot assure you that the market will become more liquid in the future - that will depend on the success of management's efforts to publicize the Company and attract investors. If the market for our Common Stock does not become more liquid, you may be unable to convert and sell your Series B Shares on terms you consider satisfactory.

The return you achieve on your investment in the Series B Shares will depend on the increase or decrease in the market price of our Common Stock after you convert your Series B Shares into Common Stock.

A $50 investment in a share of our Series B Preferred Stock in this Offering will entitle you to purchase shares of Common Stock with a market value of $62.50. That 4-to-5 proportion will remain unchanged regardless of the market price of the Common Stock or the passage of time. Therefore, if an investor desires the opportunity to achieve more than a 25% gain on his/her investment, the investor will have to convert the Series B Shares into Common Stock. That conversion, however, will also expose the investor to the risk that the market price of the Common Stock may fall, in which case the investor's gain on conversion may be reduced or eliminated and the investor may experience a loss.

Conversion of outstanding market-discount derivative securities may cause the market price of our Common Stock to fall.

A derivative security, for present purposes, is a security that gives the owner the right to convert the security into Common Stock. A market-discount derivative security gives the owner the right to convert at a per-share price that is less than the market price of the Common Stock at the time of conversion. A market-discount derivative security, therefore, gives its owner an inherent incentive to sell the Common Stock into which the derivative security is convertible as rapidly as possible after the conversion, so as to reduce the holder's exposure to the risk of a drop in the market price of the Common Stock.

Upon completion of this Offering, Healthtech Solutions, Inc. will have two classes of market-discount derivative securities outstanding: the Series B Shares and a class of 7% Convertible Debentures. The Series B Shares may be converted into Common Stock at a 20% discount to the market price of the Common Stock, as that discount is calculated pursuant to the terms of the Series B Shares. The 7% Convertible Debentures, whose principal and accrued interest currently total $792,528, may be converted into Common Stock at a conversion price equal to 70% of the lowest VWAP during the five trading days preceding conversion, subject to the limit that no debenture-holder may convert into shares that will, when combined with any other shares owned by the debenture-holder, exceed one percent of the Company's outstanding common shares.

In the event that holders of the Series B Shares or the 7% Convertible Debentures determine to convert and immediately sell the resulting common stock, those sales could cause the market price of our Common Stock to fall.

Our common stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

 The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock if and when such shares are eligible for sale and may cause a decline in the market value of our stock. The preferred shares offered hereby are convertible into common shares of the Company.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreements, which could result in less favorable outcomes to investors in any action under that agreement.

 Investors in this offering will be bound by the subscription agreement that includes a provision under which investors waive the right to a jury trial of any claim they may have against Healthtech Solutions, Inc. arising out of or relating to the subscription agreement, including any claim under the federal securities laws.  If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently, and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. If you bring a claim against the Company in connection with matters arising under the subscription agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company under the subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which may result in different outcomes than a trial by jury would have had, including results that could be less favorable to investors in such an action.  Nothing in the subscription agreement serves as a waiver by any holder of Series B Shares or by us of compliance with any provision of the federal securities laws and the rules and regulations promulgated under those laws.

USE OF PROCEEDS

We estimate that, at a per share price of $50.00 per share, the net proceeds from the sale of all of the Offered Shares will be approximately $75,850,000, after deducting the estimated offering expenses of approximately $150,000.

The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company at $50.00 per share per share. No assurance can be given that we will raise the full $75,000,000.00 as reflected in the following table:

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the amount of cash available from other sources and any unforeseen cash needs. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

PLAN OF DISTRIBUTION

This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, quarterly reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Where You Can Find More Information” below for more details.

We intend to sell the Offered Shares through the efforts of our officers and employees, who will not receive any compensation for offering or selling the Offered Shares. We believe that our officers and employees are exempt from registration as broker-dealers under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). Such persons:

Pricing and Payment

The Offering Price of the Series B Shares, i.e. $50 per Series B Share, is completely arbitrary. The value inherent in the Series B Shares is the ability of the holder to convert each Series B Share for Common Stock with a market value of $62.50 at the time of the conversion, as determined under the terms of the Series B Shares set forth in the Articles of Incorporation of Healthtech Solutions, Inc.

The Offered Shares will be sold for cash. In addition, investors who own any of the 7% Convertible Debentures issued by the Company may apply the principal of, and interest accrued on, the Debentures toward the purchase price of Offered Shares. Finally, the Company will allow certain entities with whom the Company contracts for services to apply amounts due for such services to purchase Offered Shares. For purposes of determining the number of Offered Shares purchased by such contractors, services rendered will be valued by the Company at the fair market value of such services, as determined by the Company's Board of Directors in good faith.  

Offering Period and Termination Date

This Offering will commence within two calendar days of the qualification date and will terminate on the earlier of the second anniversary of the day the Offering is qualified (subject to extension for up to thirty (30) days), the date on which the maximum offering amount is sold, or the date on which the Company terminates the Offering (such earlier date, the “Termination Date”).

Procedures for Subscribing

When you decide to subscribe for Offered Shares in this Offering, you should:

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver a subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been deposited to the Company’s account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or obtain a refund of your subscription funds. All accepted subscription agreements are irrevocable.

No Escrow

The proceeds of this offering will not be placed into an escrow account. As there is no minimum offering, upon the approval of any subscription to this Offering, the Company shall immediately deposit the related subscription funds into the Company's bank account and may dispose of the proceeds in accordance with the Use of Proceeds at Management’s discretion.

Investment Limitations

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth (please see below on how to calculate your net worth). Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Because this is a Tier 2, Regulation A Offering, all non-accredited investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following criteria, you qualify as an Accredited Investor:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Results of Operations

On November 16, 2020 Healthtech Solutions, Inc. acquired all of the capital stock of Medi-Scan, Inc. in exchange for Series A Preferred Stock representing 97% of the equity in Healthtech Solutions. Because the transaction is classified as a reverse merger under GAAP, the financial results presented in this Report are the financial results of Medi-Scan for the past two years. Medi-Scan is in its pre-revenue period, and will remain so until it obtains approval to market its medical device from the U.S. FDA or the comparable agency of the European Union.

Since our only activities are research and development, our expenses are primarily salaries and consulting and service fees. During 2020 we paid $348,773 for research and development, most of which was payment to consultants working under the direction of our Chief Research Officer ("CRO") as well as payments to outside labs and clinics for services. In addition, we paid $77,060 during 2020 to the Chief Research Officer of Medi-Scan for his services and in reimbursement of expenses. During 2019, our payments for research and development and to our CRO were $206,441 and $113,100 respectively. We expect that our research and development expenses will rise significantly if we obtain the capital resources necessary to fully implement our business plan.

The remainder of our operating expenses were primarily attributable to administrative costs. We incurred $115,403 in general administrative expenses during 2020 and $71,101 during 2019. These included office expenses plus legal and accounting fees. In addition, we paid $129,733 in 2020 and $119,137 in 2019 to related parties for administrative expenses. These included:

We also incur $3,241 per month in amortization costs, as we are amortizing over a three year period the intangible assets that our Chief Research Officer contributed to Medi-Scan.

As a result of the aforesaid expenses, in 2020 we incurred a net loss from operations of $709,858. In 2019, our net loss from operations was $548,668. In 2020, however, we also incurred two items of Other Expense:

We accounted for our convertible debt in accordance with ASC 815, Derivatives and Hedging as the conversion feature embedded in the convertible debentures could result in the debenture principal and related accrued interest being converted to a variable number of our common shares. The conversion feature on these debentures is variable and based on trailing market prices. It therefore contains an embedded derivative. The fair value of the conversion feature was calculated when the debentures were issued, and we recorded a debenture discount and derivative liability for the calculated value. We recognize interest expense for accretion of the debenture discount over the term of the note. The conversion liability will be valued at the end of each reporting period and will result in a gain or loss for the change in fair value. Due to the volatile nature of our stock, the change in the derivative liability and the resulting gain or loss may often be material to our results. The discounted principal amount on our convertible debentures was $305,684 as of December 31, 2020, and the unamortized discount was $337,874. For the year ended December 31, 2020, a loss of $2,773 for the change in fair value of the derivative was recognized for these debentures.

After taking into account our Other Expenses in 2020, our net loss for 2020 was $732,208 ($0.61 per share). During 2019 we incurred a net loss of $548,668.

We will continue to incur losses until we begin to generate revenues at a level adequate to sustain our operations without cash infusion.

Liquidity and Capital Resources

At that start of 2020 Medi-Scan had $105,754 in cash, and had accounts payable totaling $36,400, for working capital of $69,354. During 2020, however, our operations used $531,446 in cash, primarily for research and development. That expenditure was financed by a capital contribution of $270,442, primarily by our CEO, and the sale of Debentures. In August and September Medi-Scan sold four 7% Exchangeable Notes for total proceeds of $375,000 and in December Healthtech Solutions sold four 7% Convertible Notes for total proceeds of $250,000, and so the Company was able to fund its operations. Nevertheless, it is obvious that Healthtech Solutions will have to obtain substantial capital infusions in order to fund the continuing development of Medi-Scan's technology and the costs of securing the necessary governmental approvals.

Until the sale of its 7% Exchangeable Notes (which were later exchanged for 7% Convertible Debentures issued by Healthtech Solutions), Medi-Scan had financed its operations from capital contributions of the shareholders. For the sake of efficiency, the capital contributions were held in a bank account maintained by one of the members of management. The funds in that account are identified on Medi-Scan's financial statements as "due from related party." For purpose of analysis, those funds can be considered to be cash.

At December 31, 2020 Healthtech Solutions had working capital totaling $55,036, primarily consisting of cash. This represented a reduction of $14,318 from the Company's working capital at the end of 2019. Our working capital balance remained relatively stable because our net cash used in operating activities plus the cash used in 2020 that had been classified at December 31, 2019 as "Due From Related Party" plus the cash used in connection with the reverse merger was only $23,242 less than the net cash provided by financing activities during 2020.

In both 2020 and 2019, our net loss was substantially equal to our use of cash, treating the capital contributions held in the Due from Related Party account as cash. The only significant non-cash expenses incurred by Medi-Scan are its amortization expense of $38,889 per year, as we are amortizing our intangible assets over a three year life. The only other way in which the Company avoided taking the full brunt of its net losses in its cash account was to increase its accounts payable during 2020 by $43,769 and 2019 by $20,404 and accruing $3,792 in interest on the 7% Convertible Debentures during the last seven weeks of 2020.

At the present time, Healthtech Solutions has only two individuals working on a full-time basis: our Chief Operating Officer and Medi-Scan's Chief Research Officer. The seven other individuals who provide services to Medi-Scan at this time do so on an hourly, as needed basis. We have some ability, therefore, to adjust our cash burn rate to our resources. Nevertheless, the task of bringing a complex medical device to market is an expensive task. We will require millions of dollars to accomplish it.

Note 3 to our consolidated financial statements discloses that the financial condition of Healthtech Solutions - i.e. our modest cash resources and the absence of revenue - raises substantial doubt as to the Company's ability to continue as a going concern. Management intends to pursue one or more offerings of securities in order to obtain the funds that will be necessary for successful implementation of our business plan. At present, however, no commitments for future funding have been received.

Application of Critical Accounting Policies

In preparing our financial statements we are required to formulate working policies regarding valuation of our assets and liabilities and to develop estimates of those values.  In our preparation of the financial statements for the years ended December 31, 2020 and 2019, there were two estimates made which were (a) subject to a high degree of uncertainty and (b) material to our results. These were:

Off-Balance Sheet Arrangements

 We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

 Impact of Accounting Pronouncements

 There were no recent accounting pronouncements that have or will have a material effect on the Corporation’s financial position or results of operations.

BUSINESS

Business Overview

Healthtech Solutions, Inc. (the “Company”) was incorporated in Utah on October 18, 1985. The Company had no business operations from April 25, 2015, when it spun off its only operational subsidiary, until November 16, 2020 when the Company acquired all of the capital stock of Medi-Scan Inc. in exchange for Series A Preferred Stock representing 97% of the equity in Healthtech Solutions (the "Share Exchange"). The Company now carries on operations through two subsidiaries: Medi-Scan, Inc. and RevHeart, Inc.

As a result of the Share Exchange, the Medi-Scan shareholders become the majority shareholders and have control of Healthtech Solutions. The acquisition of Medi-Scan was accounted for as a reverse merger effected by a share exchange. Healthtech Solutions is considered the legal acquirer and Medi-Scan is considered the accounting acquirer. Accordingly, the historical financial statements presented in this report are those of Medi-Scan.

The reverse merger of Medi-Scan into Healthtech Solutions in November 2020 enhanced our potential access to capital by affording us a listing on a public market. If we are able to leverage that platform to secure adequate capital, we intend to implement a three-prong business plan aimed at:

MEDI-SCAN: IMAGING SOLUTIONS

Medi-Scan Inc. (formerly Medi-Scan LLC) was organized in December 2018 to pursue innovation in medical technology, specifically, in the first instance, software for medical purposes. The founders of Medi-Scan recognized that the expanding use of portable and handheld ultrasound devices accelerated a market demand for analytic software that would produce enhanced ultrasound images. Since December 2018, therefore, Medi-Scan researchers have been engaged in developing the software and protocols necessary to create advanced three-dimensional ultrasound images using quantifiable data.

Today we have a cloud-based software system capable of converting a two-dimensional analog grayscale ultrasound image into a digital three-dimensional high-definition color format that vastly expands the visual image available to the physician by delivering metric-based data to the physician while the patient is present. We have also made substantial advances in developing technology relating to the detection and treatment of cardiomyopathy. As a result of this developmental activity, Medi-Scan has filed two provisional patent applications with the U.S. Patent and Trademark Office:

Through its ongoing research efforts, Medi-Scan expects to develop additional technology and application methods of strategic value to the Company, for which it may seek patent protection.

Healthcare Industry Imaging Sector

In the healthcare industry, ultrasound technology is an irreplaceable tool for patient pathology assessment, diagnosis, treatment, and monitoring. It has definite advantages over alternative imaging modalities (CT, PET or MRI scans and X-rays): ease of use, convenience, simplicity, safety, patient comfort, cost, and diagnostic or follow-up monitoring. However, until now, the quality of images produced by ultrasound substantially lagged those produced by the alternatives. Medi-Scan's software bridges that gap.

Ultrasound technology is safe for all patients, including those with pacemakers and metal implants (with the exception of certain fetal examinations). In contrast to CT, PET, and X-rays, ultrasound does not produce high frequency/high energy emissions, allowing for ongoing monitoring of a patient. Procedurally, CT, PET, and MRI require a patient to obtain prior payment approval, make appointments with a separate facility, and have images read by a radiologist who renders a report back to the originating physician. Medi-Scan's software, by contrast, is safely and securely available from “the cloud” anywhere there is an internet connection, and provides advanced three-dimensional interior and exterior digital images with the analytic utility of CT, PET or MRI scans.

Imaging: Market Potential

There are just under 600 million medical imaging procedures performed annually in the U.S. Advancements in imaging technology are likely to drive the number of procedures that are performed, in response to increasing demand for early stage diagnosis of chronic disease. In addition, as the population ages, more imaging procedures will be required as elderly patients are diagnosed with conditions that require imaging.

Within the past few years, the desire for point-of-care imaging has determined the direction of the imaging market. Chip-based handheld ultrasound devices are becoming well-accepted for point-of-care and primary care uses. Medical professionals have quickly realized the wide-spread versatility of a handheld ultrasound device with an affordable cost. POCUS and handheld systems now represent a rapidly growing portion of sales of ultrasound technology in the United States and worldwide.

The explosion of the Covid-19 pandemic during 2020 has further demonstrated the need for advanced diagnostic and monitoring imaging at the point of care. Imaging plays a major role in COVID-19 treatment because of the complications caused by COVID-19 to a patient's cardiovascular, pulmonary and other systems. However, CT or X-ray systems are not readily accessible for COVID-19 patients, as contagious or potentially contagious patients require isolation. Moreover, equipment and technicians that come into proximity with a COVID-19 patient must be sanitized after each exposure event, which for large stationary equipment is time consuming and costly.

Portable and handheld ultrasound devices that require only one technician and simple device sanitation are ideal for use in a COVID-19 situation as well as isolation hospital wards, clinics, physician offices, or remote settings such as some nursing homes. Ultrasound devices with the Medi-Scan software will enable healthcare professionals to obtain 3D HD image data needed for COVID-19 patient evaluation, diagnosis, and monitoring anyplace there is an internet connection.

Our cloud-based software solution is peculiarly useful within the COVID-19 context, as it transforms a cloudy ultrasound image into a 3D high-definition ultrasound images that enable the physician to discern the presence of COVID-19 lung lesions. Using a portable ultrasound device linked to our software solution will reduce the pressure on hospitals to transport patients to land-locked CT/MRI devices for scans, with the resulting risk of transient infection. By bridging the gap in imaging, the Medi-Scan software system can help triage COVID-19 patients at the ER.

Our template-guided system also facilitates ongoing monitoring of the COVID-19 patient by capturing the current region of interest, computing the relative brightness and fiber count (density) of the lesion, and comparing the results against prior scans, thus alerting medical personnel to changes within a chart.

Imaging: Software as a Service ("SaaS")

We intend to market our imaging technology through the Software as a Service ("SaaS") model. SaaS is a business model where the software system is held in the cloud and accessed by a local computer, tablet or smartphone via the internet. The immediate benefit of the SaaS model is that SaaS reduces the need to own and host both hardware and software, hire the technical personal needed for maintenance, and maintain up-to-the-minute cybersecurity. The healthcare industry is rapidly adopting the SaaS model for clinical information systems — for example, PACS, HER, and telehealth — and nonclinical information systems such as billing, RCM, and supply chain management.

The healthcare industry has seen in the SaaS model an effective means of quickly deploying new software for medical specialties while avoiding the purchasing and installation complexities inherent in in-house IT. Most individual physicians, clinics, and hospitals now use SaaS applications for their patient portals, telemedicine, scheduling, record keeping, prescribing, data migration, and mobile communications. Benefits include increased physician and patient satisfaction, workflow improvements and lower operational costs, along with decreased downtime.

Imaging: Competition

The direct competition for our system is likely to be, in the first instance, the software now sold by the manufacturers of ultrasound devices. Most of these manufacturers sell their equipment coupled with a subscription to the manufacturer's pre-installed software. To compete for software sales with these manufacturers, we will have to demonstrate to their customers the superiority of the images produced using the Medi-Scan software or other benefits.

As other imaging software enters the market, we expect our SaaS system to compete effectively within the medical community by offering high-quality data-driven images, analytical accuracy, speed, compatibility and reduced cost. Our ability to achieve low friction onboarding of an expanding customer base with its recurring revenues should enable Medi-Scan to market its SaaS services at attractive price points. But our most important competitive advantage will be the quality and quantity of the information made available to the medical professional by the images produced by the Medi-Scan software.

Our Imaging Technology

Medi-Scan has developed novel medical imaging software that provides observational metrics (something that can be quantified) for assessment of targeted tissues rather than conventional inference or interpretative assessment of an image scan (i.e. an educated guess). The Medi-Scan system utilizes an initial ultrasound two-dimensional analog scan and transforms that scan into a three-dimensional (3D) high definition format which provides a detailed data-driven digital image. Our system transforms classic B-mode ultrasound images into 3D digital images, while identifying tissue boundaries, thereby permitting an objective evaluation of tissue integrity. Hypoechoic structures, which are typically found in tissue linings are readily identified by our imaging technology, and yield the 3D images for visualization of the underlying tissue structure. Once we obtain visualization of the underlying tissue structure, we can apply observational metrics to give numerical evaluations of the target tissue instead of relying on subjective interpretations.

Using our software, a medical professional can takes an ultrasound scan, transmit it via the internet to the cloud-based Medi-Scan server, where it is processed and transmitted back, enabling the medical professional to view the enhanced digital image on a cellphone, tablet or computer. Medi-Scan's report provides the doctor a clear image of what was a blur on the conventional ultrasound report and visualizes boundary layers in the target tissue. That visualization enables structural evaluation of the target tissue and, in particular, identifies injuries expressed as broken tissue component.

The Medi-Scan system permits the user to publish reports with quantifiable metrics that express tissue health, tissue dimensions, and comparative analysis. Our ongoing research and development efforts are aimed at enhancing the system with additional functionality:

When engaged with a smartphone (Apple or Android) and a portable or handheld ultrasound device, the Medi-Scan technology has the potential to offer high definition medical imaging in situ, potentially altering the efficiency and effectiveness of sports medicine and ER services everywhere. The Medi-Scan software solution increases the medical professional's ability to use Point of Care Ultrasound (POCUS) for meaningful data-driven clinical evaluations and supports the choice and monitoring of treatment. The Medi-Scan software solution will integrate with existing medical record systems, facilitate monitoring of a patient's progress, and document compliance with required protocols and procedures for billing and other purposes.

REVHEART: TREATMENT OF CARDIOMYOPATHY

The SARS-CoV-2 virus can damage the heart in several ways. The virus may directly invade or inflame the heart muscle, and consequently the heart, by disrupting the balance between oxygen supply and demand. COVID (the illness) can affect the heart indirectly by producing inflammatory cells that circulate in the patient's blood and damage heart muscle. Research has found that these effects are not age-specific. COVID-19 may directly or indirectly affect heart muscle cells and other heart tissue even among patients who did not have signs or symptoms of COVID-19. 

Healthy heart muscle contains long fibers called sarcomeres which are the active structures responsible for muscular contraction. The SARS-CoV-2 virus infection has been observed in some COVID-19 patients to cause these fibers to break apart into small pieces, a phenomenon called "sarcomeric shredding". Sarcomeric shredding can restrict the heart muscle's ability to beat, and may explain the lasting cardiac defects in many COVID-19 patients. As cardiomyopathy (heart damage) and related effects can occur several years after exposure to COVID-19, the consequences may include accelerated coronary artery disease, stiffening of the heart muscle, inflammation and thickening of the pericardial sac, problems with electrical conduction, or damage to heart valves.

A recent study in a cell culture by the Gladstone Institute showed that infecting heart cells with SARS-CoV-2 caused the building blocks of muscles to orient in multiple directions, rather than be arranged in an organized line as they are in healthy muscle. These findings could explain some of the medical issues being observed in certain COVID patients’ hearts long after they otherwise recover from COVID-19.

Researchers performing an assessment of sarcomere shredding are currently unable to use ultrasound for scanning purposes. Conventional ultrasound devices are not configured to visualize sarcomeres or sarcomeric shredding. Furthermore, myocardial movement (heartbeat) complicates direct analysis of the myocardium. For this reason, researchers studying sarcomere shredding currently use CT and MRI scans coupled with biopsy confirmations. Each of these present significant risks. Radiation therapy can induce heart disease if any part of the heart is exposed to the radiation. A single CT scan may produce radiation exposure equivalent to 200-1,500 X-rays. In addition, biopsies are invasive procedures that carry inherent risks. A method of utilizing ultrasound in connection with assessment of sarcomeric shredding could be life-saving.

Medi-Scan has identified potential methods of visualizing sarcomeric shredding and assessing cardiomyopathies with ultrasound techniques. Instead of a direct measurement, Medi-Scan uses parametric measurements to detect cardiac tissue damage. This simple and fast technique may serve as the means to detect or monitor patients with known or suspected cardiomyopathy (heart damage) on a regular basis over time. With an early means of detection of cardiomyopathies, preventative measures could be employed to mitigate the adverse effects of cardiomyopathies.

Cardiomyopathy Treatment

With the capabilities provided by the Medi-Scan software for pulmonary tissue imaging, we believe that we can expand its capabilities to detect and quantify cardiac injuries. Once the injury is identified, treatment of a COVID-19 injured heart can be measured and monitored. Our research team is exploring a method of potentially leveraging this capability through development of the ability to identify and track myocardial deformities to enable implementation of a therapy to ameliorate and potentially repair myocardial damage. Based on their results to date, we have filed a provisional patent application with the U.S. Patent and Trademark Office titled:

Our subsidiary RevHeart will carry on this research and development program with a goal of developing a combination therapy as a method of treatment for the detected myocardial injury. This includes a combination of stem cell therapy and electromagnetic field therapy, known as "Entrainment", which is currently used to address tachycardia (rapid heartbeat). Entrainment works by linking the patient’s abnormal heart rhythm together with a normal heart rhythm. and gently encouraging the damaged heart rhythm to revert to a more normal rhythm. The RevHeart researchers believe that this therapy may be able to promote the reconstruction of isotropic (irregular orientation) cardiac fibers into anisotropic (regular orientation) fibers. In effect, the treatment may be able to repair the damaged heart muscle by encouraging the restoration of a cardiac waveform consistent with a healthy heart.

As part of these efforts, RevHeart is also developing software technology for cardio imaging that compares a healthy heart rhythm electronic signal with a damaged heart’s signal, and derives an electronic signal representing the potentially curative waveform. Then, through a monitored feed-back mechanism, the curative electronic signal would be introduced into the patient by the feedback loop to achieve a reversion to the healthy heart rhythm.

The reversion of the patient cardiac waveform from injured to healthy may also be aided by the use of the stem cell technology discussed above, which, if successful, will assist in repairing the sarcomere damage. As this process will be implemented gently over time, it is vital to have the ability to track cardiac waveforms and internal cardiac measurements such as internal strain components. This strain tracking is performed automatically using a technology assist called Automated Functional Imaging. As they test the theoretical aspects of the system, RevHeart researchers are attempting to incorporate off-the-shelf components, including a wearable ECG, for patient convenience and lower cost.

As noted above, clinical and potentially pre-clinical research data will be required to support submissions to the FDA for marketing clearance to permit marketing of the cardiac interventional technology in the U.S. Without additional clinical data, the likelihood of FDA approval of this technology is difficult to determine. It may be necessary or advisable for RevHeart to collaborate with another company, such as an entity with expertise in stem cell therapy, to conduct the clinical trials and to meet FDA requirements for marketing approval. It is possible that the FDA will require that the entity providing the therapeutic component be the lead entity in the marketing submission for this element of our portfolio.

REGULATORY REQUIREMENTS

FDA Medical Device Regulation

The U.S. Food and Drug Administration ("FDA") has broad authority over the regulation of medical devices marketed for sale in the United States, as well as medical devices manufactured in the United States and exported to international markets. Medical devices must be shown to be safe and effective for their intended use, and data demonstrating safety and effectiveness that is provided to the FDA must be adequate to enable the agency to make regulatory decisions related to marketing approval.

Under the U.S. Food, Drug, and Cosmetic Act ("FDCA"), the FDA classifies each medical device into one of three classes: Class I, Class II or Class III. Class I medical devices are deemed to pose the lowest risk to the patient. We anticipate that our imaging software will be reviewed as a Class I device since it consists of software and there are no patient-facing components (i.e. nothing touches the patient and there is no energy transfer to the patient). In addition, our imaging software is not completely novel, and there are legally marketed devices that can be used as predicate devices. The safety and efficacy of our imaging software can be assured through the use of general and special controls, and the technology used is sufficiently similar that risks and benefits of the technology can be evaluated using prior knowledge.

We anticipate that the FDA will require primarily software-based testing, which will compare the accuracy and consistency of clinical interpretations using the product versus interpretations using an alternative imaging modality, with limited requirements for clinical testing. It will be necessary to provide data related to software validation and verification. From the perspective of FDA, software validation and verification are required under the Quality System Regulations. Validation determines if the product works as intended for the end user; verification confirms that the software, as coded, functions properly. Software validation establishes, using objective evidence, that the device specifications conform with user needs and intended uses, and is demonstrated by identifying user needs and testing against those needs to ensure that the product requirements and software specifications result in a software product that meets those needs. Validation testing is typically conducted through use cases or clinical testing.

Verification testing confirms that the output of the software matches inputs, and confirms using objective evidence that the specified requirements have been fulfilled. Accurate and detailed product requirements and design specifications are necessary to permit efficient verification testing. Testing should confirm that the product both performs as intended, and in the way anticipated. Verification testing will also include verification of adequate design for purposes of assuring the cybersecurity of the device.

Class I medical devices are subject to the lowest degree of regulatory scrutiny and need only comply with the FDA’s General Controls. The General Controls include compliance with the registration, listing, adverse event reporting requirements, and applicable portions of the Quality Systems Regulations, or QSR, as well as the general misbranding and adulteration prohibitions. Unless specifically exempted in the regulations, General Controls require most companies that intend to market a Class I medical device, such as our imaging software, to gain clearance for marketing through the 510(k) process.

To obtain 510(k) clearance for our imaging software, we will be required to submit a premarket notification demonstrating that the proposed medical device is substantially equivalent in terms of safety and effectiveness to a previously cleared medical device used for the same indications. Typically, data must be submitted to the FDA demonstrating similar technology and clinical and non- clinical performance, electromagnetic compatibility, software validation, and when appropriate, biocompatibility characteristics. FDA’s 510(k) clearance pathway usually takes from three to twelve months. On average the review time is approximately six months, but it can take significantly longer than twelve months in some instances, as the FDA may require additional information, including clinical data, to make a determination regarding substantial equivalence.

We anticipate that a separate 510(k) clearance will be required for each usage class for which we market our imaging software - i.e. an application for lung scans, an application for heart scans, an application for tendon scans, etc. However, each application will build on what was demonstrated in prior applications, and so the time and expense required will reduce as we gain a body of approvals.

After a medical device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a new or major change in its intended use, will require a new 510(k) clearance or, depending on the modification, require a PMA. The FDA requires each manufacturer to determine whether the proposed change requires submission of a new 510(k) notice, or a premarket approval, but the FDA can review any such decision and can disagree with a manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination, the FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or premarket approval is obtained. Also, in these circumstances, the FDA may levy significant regulatory fines or penalties on the manufacturer.

Any of the devices that we are developing for use in treatment of cardiomyopathy will be classified as Class III devices, which are those devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously cleared medical device. Class III medical devices require a Pre-Market Approval ("PMA") before commercialization. This is the most stringent regulatory review, and requires substantial development of clinical data to demonstrate safety and effectiveness before the FDA permits the device to be marketed. The Filing Fee payable to the FDA for a PMA is $365,657; the Small Business Fee is $91,414 (as compared to $12,432 and $3,108 for submission of a 510(k) application). In addition, to the extent that we are seeking approval for a medical diagnostic or therapeutic product that would be classified as biologic or pharmaceutical product, FDA guidelines will require that we partner with an FDA-approved biological or pharmaceutical company to perform the requisite studies. Such a partnering arrangement may require that we license our technology to the partner for regulatory and marketing purposes.

It is important to note that, because the FDA’s determination is based on its evaluation of the data and regulatory decision-making regarding safety, effectiveness and compliance with other legal and regulatory requirements, approval of a marketing application is not assured.

Healthcare Regulation in General

Our future business operations and activities in the U.S. may be directly or indirectly subject to subject to certain federal and state laws relating to the privacy and security of health information, and state and federal laws designed to guard against healthcare fraud and abuse, including, but not limited to, those described below.

These and other regulations of the U.S. FDA and other regulatory agencies in and outside the U.S. impose extensive compliance and monitoring obligations on our business. We will also be subject to periodic inspections for compliance with applicable quality system regulations, which govern the methods used in, and the facilities and controls used for, the design, manufacture, packaging, and servicing of finished medical devices intended for human use. In addition, the FDA and other regulatory bodies, both in and outside the U.S. (including the Federal Trade Commission, the Office of the Inspector General of the Department of Health and Human Services, the U.S. Department of Justice, and various state Attorneys General), will monitor the promotion and advertising of our products. Any adverse regulatory action, depending on its magnitude, may limit our ability to effectively market and sell our products, limit our ability to obtain future premarket approvals or result in a substantial modification to our business practices and operations.

We plan to gain access for our products to the E.U. market. In the E.U., a single regulatory approval process exists, and conformity with the legal requirements is represented by the CE Mark. To obtain a CE Mark, defined products must meet minimum standards of performance, safety, and quality (i.e., the essential requirements), and then, according to their classification, comply with one or more of a selection of conformity assessment routes. The competent authorities of the E.U. countries separately regulate the clinical research for medical devices and the market surveillance of products once they are placed on the market. A new Medical Device Regulation was published by the E.U. in 2017 which imposes significant additional premarket and postmarket requirements (EU MDR). Implementation of the new requirements is scheduled to commence in May 2021.

The global regulatory environment is increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations. While harmonization of global regulations has been pursued, requirements continue to differ significantly among countries. We expect this global regulatory environment will continue to evolve, which could impact the cost, the time needed to approve, and ultimately, our ability to obtain approvals for our products.

Marketing Plan

The Company's current focus is on developing innovative medical software and related applications or therapies. Our products will require FDA approval before commercialization. The Company is currently assessing the market environment in which it will compete in selling its software products, services, or therapies. The medical industry is undergoing significant and fast-paced changes, to which we will have to adapt. Traditional marketing and sales methods are being changed and, in some cases, being dramatically transformed by both technological advances and governmental factors such as new regulations and new procedures for cost reimbursements.

To effectively present the Company to the medical market and provide a consistent brand message, we have engaged Investor Brand Network (IBN) as our marketing agent. IBN will issue press releases on the Company's progress and distribute content information for syndication in appropriate media to educate the medical industry. IBN, through its network, provides:

The Company's success in marketing its developments in software or therapeutic devices and methodologies will be dependent on the Company's application of the most effective commercialization opportunities for efficiently generating sales. Possible alternatives include licensing a specific device or therapy to a national or specialty healthcare and marketing organization, a joint venture with strategic partners, establishing an independent marketing and sales team focused on direct sales through strategic healthcare delivery outlets, and using healthcare-focused social media. Management intends to carefully review the alternatives in order to make an informed choice among the array of potential approaches to marketing.

Employees

Healthtech Solutions currently has two full-time employees: the President of Healthtech Solutions and the Chief Research Officer for its subsidiary, Medi-Scan. They are assisted by fourteen hourly consultants, all of whom work for Medi-Scan on a part time basis.

Property

Healthtech Solutions' executive offices are located at 90 Broad Street, 16th Floor, New York, New York. The offices are provided by our CEO free-of-charge. Medi-Scan's executive offices are located at 801 NE 167 St., Suite 306, North Miami Beach, Florida. The offices are provided by a member of our Board of Directors, free of charge.

MANAGEMENT

(1) Represents approximately the average number of hours per month that the officer or significant employee works on the Company's business. "F.T." indicates full-time employment by the Company.

Business Experience. Information concerning the directors, officers and key employees of the Corporation follows.

David Rubin. In May 2020, Mr. Rubin was appointed to serve as Chairman and CEO of Medi-Scan, Inc., which became the operating subsidiary of Healthtech Solutions in September 2020. Mr. Rubin was chosen by the investors in Medi-Scan to lead its development because of his successful career in building a multi-faceted financial services business and nurturing numerous other businesses, both medical industry and other. In his early 20's, Mr. Rubin began his professional career in the securities brokerage industry. The companies he worked with became the subject of SEC investigations, and in 2002 and 2004 Mr. Rubin consented to the entry of injunctions barring him from future violation of federal securities laws. Mr. Rubin also consented to SEC administrative orders barring him from association with a broker-dealer. Mr Rubin thereupon educated himself regarding the financial services industry, and in 2010 organized a company now known as eProdigy Financial, LLC. During the ten years in which Mr. Rubin has owned and managed eProdigy, it has engaged successfully in providing a variety of financial services, including development of a leading platform for processing commercial loans, which serves both the eProdigy loan portfolio as well as numerous other lenders. Another division of eProdigy provides ACH remittance services for a large number of financial institutions. Mr. Rubin has assisted in the management of a variety of business enterprises. At the present time, he serves as a managing member of LTC Docs, LLC and as a managing member of the Queens Endovascular Center, both of which provide medical care to the public. He also serves as an affiliate of Airo Capital Management in connection with its sponsorship of a mixed use residential and commercial property development in Baltimore, and is the Executive Producer of The Performance, a movie in production based on a short story by Arthur Miller. The Board of Directors of Healthtech Solutions believes that Mr. Rubin's success in his business ventures during the past decade gives him experience that can be applied directly to the challenge of developing a portfolio of high-tech medical devices within Healthtech Solutions.

Manuel Iglesias. Mr. Iglesias participated in the organization of Medi-Scan in 2018, and has served as its Chief Operating Officer since that time. Mr. Iglesias has practiced law since 1980, most recently (since 2009) as sole member of Manuel E. Iglesias P.A. Mr. Iglesias' practice focuses on business law, mergers and acquisitions, securities and health care. From 2007 until May 2018 Mr. Iglesias served as President, CEO and a member of the Board of Directors of Hygea Holdings Corp., which provided primary care medical services. From 2012 until 2016, Hygea Holdings Corp. filed reports with the Securities and Exchange Commission pursuant to Section 15(d) of the Securities Exchange Act. In March of 2020, twenty-two months after Mr. Iglesias resigned from its management, Hygea Holdings Corp. petitioned for relief under Chapter 11 of the U.S. Bankruptcy Code. From 2017 to 2019 Mr. Iglesias also served on the Board of Directors of Organicell Regenerative Medicine Inc., which files reports pursuant to Section 12(g) of the Securities Exchange Act. Mr. Iglesias served as the National Chairman of the Republican National Lawyers Association from December 2018 to December 2020. Mr. Iglesias was awarded an MBA degree by the University of Chicago in 1981 and a J.D. degree by the University of Chicago in 1979. Mr. Iglesias also received a Bachelor Degree in Foreign Service from the Georgetown University School of Foreign Service in 1976.

Denis Kleinfeld. Mr. Kleinfeld participated in the organization of Medi-Scan in 2018, and has served as its general counsel since that time. Mr. Kleinfeld has practiced law since 1970, most recently (since 2016) as the sole member of Kleinfeld Legal Advisors. Mr. Kleinfeld's practice focuses on matters of international tax and estate planning law. Since 1990 Mr. Kleinfeld has co-authored several treatises, published over 120 articles on matters of estate and tax planning, and been a frequent speaker at professional seminars. Mr. Kleinfeld was awarded a J.D. degree by the Loyola University of Chicago School of Law in 1970.

Robert Brantl. Mr. Brantl served as the sole officer and director of Healthtech Solutions from July 2017 until September 4, 2020. Since 1980, Mr. Brantl has been employed as an attorney, licensed to practice law in the State of New York. He has been a sole practitioner, specializing in matters of securities regulation and corporate finance, since 1998. Mr. Brantl was awarded a J.D. degree by the Harvard Law School in 1979.

Richard F. Parker. Mr. Parker has served as Chief Research Officer for Medi-Scan since 2018. Prior to joining Medi-Scan, Mr. Parker had been employed as an engineer and business executive for 37 years, most recently as President and then Chief Technology Officer of CytoWave LLC. During the past twenty years Mr. Parker has participated in the research and development of equipment based on electro-magnetic wave forms providing therapies for treating bone and tissue injuries. He has published numerous papers on that topic. Mr. Parker was awarded a M.S.E.E. degree by the Georgia Institute of Technology in 1971.

Term of Office

Directors hold office until the annual meeting of the Corporation’s stockholders and the election and qualification of their successors. Officers hold office, subject to removal at any time by the Board, until the meeting of directors immediately following the annual meeting of stockholders and until their successors are appointed.

Family Relationships

There are no family relationships between or among the directors or executive officers or persons nominated or chosen by us to become directors or executive officers.

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or any committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. Until these committees are established, the functions of these committees will be performed by our Board of Directors.

Director Independence

We currently do not have any independent directors, as the term "independent" is defined by the rules of the NYSE American.

Code of Ethics

The Corporation has not adopted a formal code of ethics applicable to its executive officers. The Board of Directors has determined that the Corporation’s financial operations are not sufficiently complex to warrant adoption of a formal code of ethics.

EXECUTIVE COMPENSATION

Healthtech Solutions, Inc. (including Medi-Scan, Inc. on a pro forma basis for periods prior to the acquisition of Medi-Scan by Healthtech Solutions, Inc.) paid compensation for services as an officer or director to only two persons during 2020. The table below sets forth the annual compensation paid or accrued by the Company for payment to those two persons during the Company's last completed fiscal year.

(1) Represents payments of $10,000 per month commencing in May 2020 made to the law firm of Manuel E. Iglesias, P.A. as compensation for Mr. Iglesias' services as COO.

Employment Agreements

Richard Parker. Medi-Scan executed a Chief Research Officer Agreement dated December 18, 2018 with 6 Sigma, LLC, whose manager is Richard Parker. The Agreement provides that Mr. Parker will be designated Chief Research Officer of Medi-Scan, responsible for supervising the fulfillment of Medi-Scan's research and development programs. In particular, subject to approval of Medi-Scan's Chief Operating Officer, Mr. Parker is authorized to supervise Medi-Scan's research and development personnel, and to pursue such research projects as are determined by the COO. The Agreement provides for base compensation of $72,000 per year, and provided Mr. Parker a dilutable 25% interest in Medi-Scan (converted by the Share Exchange to an 18% interest in Healthtech Solutions). The Agreement may be terminated by Medi-Scan for cause and by Mr. Parker at will.

All of our other officers serve on an at-will basis.

Compensation of Directors

None of the three members of our Board of Directors received any compensation for service on the Board.

 Plans or Arrangements

Except for the arrangement with Manuel Iglesias and the employment agreement with Richard Parker described above, neither Healthtech Solutions, Inc. nor Medi-Scan, Inc. has any plan or arrangement to pay compensation to any of its officers or directors in the future for services as such.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

In November 2020 the Board of Directors of Healthtech Solutions approved a share exchange transaction with the shareholders of Medi-Scan, Inc., in which Series A Preferred Stock representing 97% of the equity in Healthtech Solutions was exchanged for 100% of the equity in Medi-Scan, Inc. At the time of the transaction, entities controlled by the three members of the Board of Directors of Healthtech Solutions or by members of their immediate families owned a majority of the outstanding capital stock of Medi-Scan, Inc.

During 2019 and the first five months of 2020, Medi-Scan paid $10,000 per month to a law firm owned by Denis Kleinfeld, who became a member of the Board of Directors of Healthtech Solutions in September 2020. The payment was compensation for use of the law firm's offices as the executive offices of Medi-Scan, for the administrative and other services of employees of the law firm, and for legal services by Mr. Kleinfeld.

For legal services rendered as counsel to Healthtech Solutions during 2019 and 2020, Healthtech Solutions paid Robert Brantl $51,228. Mr. Brantl was the sole officer and director of Healthtech Solutions until September 4, 2020, and has served as Secretary of Healthtech Solutions since September 4, 2020.

In May 2020 David Rubin, through his personal holding company, agreed to contribute $250,000 to Medi-Scan in exchange for a 25% equity interest in Medi-Scan. During the remainder of 2020, Mr. Rubin satisfied $245,442 of the obligation: he contributed $142,761 by paying obligations incurred by Medi-Scan in that amount, and Mr. Rubin satisfied a total of $102,681 of the obligation by contributing to Medi-Scan the services of administrative employees employed by eProdigy Financial LLC, a company owned by Mr. Rubin. The hourly market value of services performed by eProdigy employees for the benefit of Medi-Scan was credited to Mr. Rubin's capital account.

Except as described above, there have been no transactions since January 1, 2019, or any currently proposed transaction, in which Healthtech Solutions or Medi-Scan, Inc. was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the total assets of Healthtech Solutions at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.  

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of March 5, 2021, information with respect to the security holdings of (a) all of the executive officers and directors of Healthtech Solutions Corp, as a group, (b) each director or executive officer who beneficially owns more than 10% of any class of the Company's voting securities, and (c) any other securityholder who beneficially owns more than 10% of any class of the Company's voting securities, with beneficial ownership calculated pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934.

(1) Shares are owned of record and beneficially, except as otherwise noted in footnotes.

(2) Shares of Common Stock identified in this column as acquirable are the shares issuable upon conversion of Series A Preferred Stock attributed to the Beneficial Owner.

(3) Percentage of Common Stock assumes full conversion of Series A Preferred Stock into Common Stock.

(4) Mr. Rubin's address is 90 Broad St., 16th Floor, New York, NY 10004

(5) Shares attributed to Mr. Rubin are owned by either his personal holding company or eProdigy Financial LLC, of which Mr. Rubin is CEO and sole owner, David and Anna Rubin Family Trust, of which Mr. Rubin's spouse is a beneficiary, or Exeter Life LLC, of which Mr. Rubin's spouse and minor children are the beneficiaries.

(6) The address of the Richard F. Parker & Charlotte B. Parker Revocable Living Trust is 2600 Dusenberg Rd., Delray Beach, FL 33484. Richard F. Parker has voting control over the shares owned by the Trust.

(7) The address of Exeter Life LLC is 990 Stewart Ave., Suite 201, Garden City, NY 11530. Steven Horowitz has voting control over the shares owned by Exeter Life LLC.

SECURITIES BEING OFFERED

The Offered Shares

We are offering for sale 1,500,000 shares of Series B Preferred Stock (the "Series B Shares"). The rights and privileges of a holder of Series B Shares are set forth in the Company's Articles of Incorporation as follows:

·        Conversion. Series B Shares may be converted by the holder at any time into shares of our Common Stock. The number of shares of Common Stock that will be issued on the conversion of a single Series B Share will equal Fifty Dollars ($50) divided by the Conversion Price. The "Conversion Price" will be 80% of the average closing price of a share of our Common Stock as reported on our principal exchange or market for the 20 trading days immediately preceding the effective date of the conversion. However, in the event that the Common Stock is listed in the future on an exchange that regulates the terms of convertible securities, the Conversion Price will be adjusted to comply with such regulations.

·        Liquidation Preference. Upon the liquidation and dissolution of Healthtech Solutions, Inc., before the net assets available on liquidation are distributed to any holder of the Company's equity securities, each holder of record of Series B Shares will be entitled to receive a preferential payment of $50 per Series B Share (or such lesser amount as is the product of the net assets available on liquidation allocated per share among the holders of the Series B Shares).

·        Voting. The holders of Series B Shares will have no voting rights, except with respect to a proposed amendment to the Company's Articles of Incorporation that would adversely affect the rights, preferences or limitations of the Series B Shares. In the event of such a proposal, the affirmative vote of a majority of the then-outstanding shares of Series B Preferred Stock will be required, and be sufficient, for approval of the proposal.

·        Dividends. The holders of Series B Preferred Stock are not entitled to any payment of dividends. However, in the event that the Company's Board of Directors declares a dividend payable to the holders of the Company's Common Stock, the holders of Series B Shares will be entitled to receive dividends on an as-converted basis.

·        Other. The holders of Series B Shares will not have redemption rights or preemptive rights, A holder of Series B Shares will not be subject to further calls or to assessments by the Company.

The Authorized Capital Stock

The following table sets forth information, as of March 5, 2021, regarding the classes of capital stock that are authorized by the Articles of Incorporation of Healthtech Solutions, Inc.

Common Stock. Each share of Common Stock entitles a stockholder to one vote on all matters upon which stockholders are permitted to vote. Common Stock does not confer on the holder any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us, and is not convertible into other securities. No shares of Common Stock are subject to redemption or any sinking fund provisions. The holders of shares of our Common Stock are entitled to dividends out of funds legally available when and as declared by our board of directors. In the event of our liquidation, dissolution or winding up, holders of our Common Stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors and distributions to holders of senior securities.

Our Common Stock is currently listed for trading on the Pink Market maintained by OTC Markets under the symbol “HLTT”. The bid quotations reported on the OTC Pink Open Market reflect inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

The Company's Common Stock is very thinly traded. The quoted bid and asked prices for the Common Stock vary significantly from week to week. An investor holding shares of the Company's Common Stock may find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid price.

Our shareholders list contains the names of 89 stockholders of record of the Corporation’s Common Stock.

Series A Preferred Stock. Each share of Series A Preferred Stock is convertible by the holder into two thousand (2,000) shares of Common Stock. Each share of Series A Preferred Stock entitles a stockholder to voting rights equivalent to those of 2,000 shares of Common Stock on all matters upon which stockholders are permitted to vote. Series A Preferred Stock does not confer on the holder any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us. No shares of Series A Preferred Stock are subject to redemption or any sinking fund provisions. The holders of shares of our Series A Preferred Stock are entitled to dividends out of funds legally available when and as declared by our board of directors. In the event of our liquidation, dissolution or winding up, holders of our Series A Preferred Stock are entitled to receive, ratably, a preferential payment of $.01 per share, then to share pro rate in the net assets available to stockholders after payment of all creditors on an as-converted basis.

Our shareholders list contains the names of 22 stockholders of record of the Series A Preferred Stock.

Undesignated Preferred Stock. The Board of Directors has authority, without shareholder approval and by resolution of the Board of Directors, to amend the Corporation's Articles of Incorporation to divide the class of undesignated Preferred Stock into series, to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the following relative rights and preferences of the shares of each series so established, including (i) the rate of dividend, (ii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iii) the amount payable upon the shares in the event of involuntary liquidation, (iv) the amount payable upon the shares in the event of voluntary liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Transfer Agent and Registrar

VStock Transfer

18 Lafayette Place

Woodmere, NY 11598

212-828-8436

www.vstocktransfer.com

Derivative Securities

Healthtech Solutions, Inc. has issued a class of 7% Convertible Debentures at various times since November 2020. As of March 5, 2020, there are ten such debentures outstanding, with an aggregate amount of principal and accrued interest totaling $792,528.

The Debentures have a maturity date of January 31, 2024, and prepayment is not allowed. Commencing twelve months after issuance, the holders may convert the Debentures into Healthtech Solutions, Inc. Common Stock. The conversion price will be 70% of the lowest VWAP during the five trading days preceding conversion. No holder may convert, however, into a number of shares that, combined with all shares owned by the holder and any affiliates, exceeds one percent of the outstanding shares of Healthtech Solutions Common Stock.

LEGAL MATTERS

Certain legal matters, including the validity of common stock offered hereby, have been passed upon for us by Robert Brantl, Esq. of Tuckahoe, New York.

EXPERTS

The financial statements of Healthtech Solutions, Inc. as of December 31, 2020 and 2019 and for the years then ended have been included herein in reliance upon the report of Prager Metis CPAs LLC, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act of 1993, as amended, with respect to the shares of Series B Preferred Stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the securities offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. In addition, we file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC's Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

INDEX TO

CONSOLIDATED FINANCIAL STATEMENTS

Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Healthtech Solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Healthtech Solutions, Inc.(the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

As discussed in Note 3 to the accompanying consolidated financial statements, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has not completed its efforts to establish a source of revenues sufficient to cover its operating costs over an extended period of time and has an accumulated deficit of $1,438,705 at December 31, 2020. The Company has had no revenues since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success. Management’s plans in regard to these matters are also described in Note 3 to the accompanying financial statements.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Derivative Liability

Critical Audit Matter Description

As discussed in Note 7 to the financial statements, during the year ended December 31, 2020, the Company issued convertible debentures. The Company analyzed the conversion feature of the debentures and determined that they meet the definition of a derivative to be bifurcated from the host contract and recorded as a liability upon inception of each debenture and at each reporting date at fair value.

The Company’s calculation of the fair value of the conversion feature was performed using the Monte Carlo simulation method, which required significant estimates and assumptions related primarily to expected volatility and weighted average risk-free interest rate.

We identified the valuation of the conversion feature as a critical audit matter because of the significant judgements made by management to estimate the fair value. This required a high degree of auditor judgement and an increased extent of effort, including the need to involve fair value specialists when performing the audit procedures to evaluate the reasonableness of managements estimates and assumptions related to the inputs used in the calculation.

How the Critical Audit Matter was addressed in Our Audit

To test the Company’s valuation of the conversion feature, our audit procedures included, among other things, with the assistance of our fair value specialist, testing the completeness and accuracy of the inputs and source data used in the calculation, by agreeing amounts to publicly available information, evaluating the overall fair value methodology used by the Company and to develop, on a test basis, an independent estimate of fair value based on the Monte Carlo model and compare such amount to the fair value recorded by the Company. Additionally, we analyzed the debentures to ensure managements assessment was correct that the conversion feature should be bifurcated. Further, we also tested the overall calculation of shares issuable upon conversion based on the terms of the debentures at each recording date. On a test basis performed a recalculation of the Monte Carlo model used to calculate the fair value.

/s/ Prager Metis CPA’s LLC

We have served as the Company’s auditor since 2020

Hackensack, New Jersey

March 2, 2021

HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Years Ended December 31, 2020 and 2019

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Healthtech Solutions, Inc. (the “Company”) was incorporated in Utah on October 18, 1985. The Company had no business operations from April 25, 2015, when it spun off its only direct subsidiary, which at that time owned all of the assets through which the Company was carrying on operations, until November 16, 2020 when the Company acquired all of the outstanding capital stock of Medi-Scan Inc.

Medi-Scan Inc. was organized as a limited liability company named "Medi-Scan LLC" formed in the State of Florida on September 25, 2018. On August 25, 2020, Medi-Scan LLC filed articles of conversion with the State of Florida that converted it from an LLC to a corporation. In connection with the conversion Medi-Scan Inc. issued 10,000 shares of common stock in exchange for the outstanding membership interest of Medi-Scan LLC.

In December 2018, Medi-Scan acquired a portfolio of intellectual property relating to medical imaging. Richard F. Parker assigned his intellectual property to Medi-Scan and joined Medi-Scan as its Chief Research Officer. Since December 2018, Medi-Scan has been engaged in developing practical applications for the medical imaging technology as well as related medical technology. Recently Medi-Scan applied for three patents based on the technology developed in the past two years.

Acquisition of Medi-Scan Inc.

On November 12, 2020, Healthtech Solutions, Inc. entered into an exchange agreement with Medi-Scan, Inc. ("Medi-Scan") and all of the shareholders of Medi-Scan, pursuant to which the shareholders of Medi-Scan agreed to transfer all of the issued and outstanding stock of Medi-Scan to Healthtech Solutions, Inc., and Healthtech Solutions, Inc. agreed to issue to the shareholders of Medi-Scan, Inc. 156,837 shares of its Series A Preferred Stock, representing 97% of the equity in Healthtech Solutions. The exchange of equity (the "Share Exchange") was completed on November 16, 2020.

As a result of the Share Exchange, the Medi-Scan shareholders become the majority shareholders and have control of Healthtech Solutions. The acquisition of Medi-Scan was accounted for as a reverse merger effected by a Share Exchange. Healthtech Solutions is considered the legal acquirer and Medi-Scan is considered the accounting acquirer. Accordingly, the historical financial statements presented in this report are those of Medi-Scan.

On November 12, 2020, when the Share Exchange Agreement was executed, the three members of the Healthtech Solutions Board of Directors were also the three managing members of Medi-Scan, entities under their control owned a majority of the outstanding capital stock of Medi-Scan, and an entity under the control of one of them owned a majority of the outstanding capital stock of Healthtech Solutions. Therefore, the Share Exchange was accounted for as a business combination of entities under common control in accordance with ASC 805-50-30-5. Accordingly, the assets and liabilities of Medi-Scan are presented at their carrying values at the date of the Share Exchange, and the Company’s historical stockholders’ equity has been retroactively restated to the first period presented.

HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Years Ended December 31, 2020 and 2019

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Medi-Scan Inc. All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements. Management makes these estimates using the best information available at the time the estimates are made; however, actual results could differ from those estimates. One significant item subject to such estimates and assumptions is the valuation of the derivative liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Software Development Costs

In accordance with ASC 985-20, the Company expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products. Software development costs also include costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, and the software will be used to perform the function intended. Capitalization ends, and amortization begins when the product is available for general release to customers.

HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Years Ended December 31, 2020 and 2019

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are expensed when incurred. Research and development costs include costs of research, engineering, and technical activities to develop a new product or service or make significant improvement to an existing product or manufacturing process. Research and development costs also include pre-approval regulatory and clinical trial expenses.

Impairment of Intangible Assets

The Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. The Company measures recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets or the asset group are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount by which the carrying value of the asset exceeds its fair value. Management has determined that no impairment exists as of December 31, 2020.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of this note transaction and the effective conversion price embedded in this note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

HEALTHTECH SOLUTIONS, INC.
Notes To Consolidated Financial Statements
Years Ended December 31, 2020 and 2019

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)