-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MYhMCnBpmANxEY5E0s+dB4DS71mJIftsXkSxSJORf5BEoqWnhQtBVL9OZUVtFlyz krWp3Ebop911z2fmtr/1Kg== 0001144204-04-021819.txt : 20041215 0001144204-04-021819.hdr.sgml : 20041215 20041215163415 ACCESSION NUMBER: 0001144204-04-021819 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041215 ITEM INFORMATION: Other Events FILED AS OF DATE: 20041215 DATE AS OF CHANGE: 20041215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GELSTAT CORP CENTRAL INDEX KEY: 0000890725 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411713474 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21394 FILM NUMBER: 041205221 BUSINESS ADDRESS: STREET 1: SOUTHPOINT OFFICE CENTER STREET 2: 1650 WEST 82ND STREET, SUITE 1040 CITY: BLOOMINGTON STATE: MN ZIP: 55431 BUSINESS PHONE: 952-881-4105 MAIL ADDRESS: STREET 1: SOUTHPOINT OFFICE CENTER STREET 2: 1650 WEST 82ND STREET, SUITE 1040 CITY: BLOOMINGTON STATE: MN ZIP: 55431 FORMER COMPANY: FORMER CONFORMED NAME: DEVELOPED TECHNOLOGY RESOURCE INC DATE OF NAME CHANGE: 19930309 8-K 1 v09948.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Earliest Event Reported: December 15, 2004 GELSTAT CORPORATION (Exact name of registrant as specified in its charter) Minnesota 0-21394 41-1713474 (State of other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification Number) 1650 West 82nd Street, Suite 1040, Bloomington, MN 55431 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (952) 881-4105 (Former name, former address and former fiscal year, if changed since last report): Item 8.01 Other Events Effective December 15, 2004, GelStat Corporation and DTLL, Inc. announced the signing of a non-binding Letter of Agreement (LOA) whereby GelStat's wholly owned subsidiary, GS Pharma, Inc., will receive 12,500,000 common stock shares of DTLL, Inc. in return for the exclusive, worldwide license of all rights to the development and commercialization of pharmaceutical (prescription drug) preparations related to GelStat's intellectual property and ongoing research and development work. Item 99.1 Exhibits Press Release dated December 15, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 15, 2004 GELSTAT CORPORATION By ---------------------------------------- Stephen C. Roberts, Chief Executive Officer (Principal Executive Officer) and Authorized Signatory 3 EX-99.1 2 v09948_ex99-1.txt Press Release: GelStat Corporation and DTLL, Inc. Execute Letter of Agreement Wednesday December 15, 9:29 am ET Proposed Transaction Would Effectively Merge GelStat's Wholly Owned Pharmaceutical Subsidiary with DTLL, Inc. MINNEAPOLIS, Dec. 15 /PRNewswire-FirstCall/ -- GelStat Corporation (OTC Bulletin Board: GSAC - News) and DTLL, Inc. (OTC Bulletin Board: DTLI - News) today announced the signing of a non-binding Letter of Agreement (LOA) whereby GelStat's wholly owned subsidiary, GS Pharma, Inc., will receive 12,500,000 common stock shares of DTLL, Inc. in return for the exclusive, worldwide license of all rights to the development and commercialization of pharmaceutical (prescription drug) preparations related to GelStat's intellectual property and ongoing research and development work. The proposed transaction, if completed, will effectively result in GelStat Corporation owning approximately 94 percent of then issued and outstanding shares of DTLL. The final closing of the transaction is expected by December 31, 2004. As originally announced October 26, 2004, the GS Pharma subsidiary was formed to provide a scientific and commercial focus for the development of pharmaceutical opportunities. "As previously stated, our goal with respect to these prescription pharmaceutical opportunities has been to maximize shareholder value by promoting their commercialization while retaining significant ownership interest, but without the risk of further direct investment on the part of GelStat," said Stephen Roberts, M.D. chairman and chief executive officer of GelStat. "I believe the proposed transaction with DTLL represents the best interests of both companies' shareholders and is a major step forward as we continue to execute our long term goals." About GelStat Corporation GelStat Corporation is a consumer healthcare company dedicated to the cost-effective development and marketing of advanced OTC health care products. Development efforts are focused on very large markets where GelStat products can offer improved efficacy, safety, and/or convenience over existing OTCs. For more information, visit http://www.GelStat.com . Forward-Looking Statements This press release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement other than a statement of historical fact should be considered a forward- looking statement. Such forward-looking statements are based on the Company's current expectations and involve known and unknown risks, uncertainties, or other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Risks, uncertainties and assumptions include the possibility that the market for the sale of certain products, or all products, may not develop as expected, or at all. Readers are cautioned not to place undue reliance on those forward- looking statements, which speak only as of the date hereof. The company undertakes no obligation and does not intend to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect unanticipated events or developments. -----END PRIVACY-ENHANCED MESSAGE-----