An offering statement relating to these securities has been filed with the Securities and Exchange Commission. This offering statement has not been qualified, yet. This offering circular shall not constitute an offer to sell or a solicitation to buy securities in any state in which such offer, solicitation or sale would be lawful prior to registration or qualification under the securities laws of any such state.

PRELIMINARY OFFERING CIRCULAR

HARTECH CORPORATION

1,000,000 Shares
of
Common Stock (par value $.0001)

One East Chase Street
Baltimore, Maryland 21202
PH: (410) 244-6570 & 244-6580
FX: (410) 244-6620
E-mail Address:- [email protected]

 The HARTECH CORPORATION ("the Company") has no earnings record and no revenues. The proceeds from this offering, to the extent sold will be used for; (1) funding of an operational budget for the clinical investigators using the Bactobridge ("Bactos") in clinical trials at the University of Maryland School of Medicine, (2) establishing a commercial lease/financing program for the Bactos and other pathogen reduction technologies, (3) retention of outside legal counsel and (4) for corporate operations. Prior to this offering, there has been no established market for the Company's Common Stock. The price at which the shares are being offered to the public has been arbitrarily determined by the Company based on anticipated capital needs. There can be no assurance that the shares can be re-sold at or near the public offering price or at any price. No refunds will be returned.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SUBSTANTIAL RISK FACTORS INCLUDING: (1) THE COMPANY IS A NEW INCEPTION STAGE BUSINESS WITH NO HISTORY OF OPERATIONS (2) THERE ARE NO DIVIDENDS AND (3) IMMEDIATE AND SUBSTANTIAL DILUTION OF NET TANGIBLE BOOK VALUE PER SHARE FROM THE PUBLIC OFFERING PRICE (SEE "DILUTION"). THE PURCHASE OF THESE SECURITIES SHOULD BE CONSIDERED BY PERSONS WHO CAN AFFORD TO SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT (SEE "RISK FACTORS" AND "DILUTION").

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF MARYLAND PURSUANT TO REGISTRATION WITH THE DIVISION OF SECURITIES OF THE OFFICE OF THE ATTORNEY GENERAL OF MARYLAND, BUT REGISTRATION IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE A FINDING THAT THE PROSPECTUS IS TRUE, COMPLETE, AND IS NOT MISLEADING, NOR HAS THE DIVISION OF SECURITIES PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, OR GIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

Price to Public

Underwriting Discounts and Commissions (1)

Proceeds to Company (2)

Per Share Total

$ 5

$ .00

$ 5

Total Minimum

$1,500,000

$ .00

$1,500,000

Total Maximum

$5,000,000

$ .00

$5,000,000

IN CONNECTION WITH THIS OFFERING, THE COMPANY MAY OVER ALLOT OR EFFECT TRANSACTIONS OR MAINTAIN THE MARKET PRICE OF THE SHARES BEING SOLD AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. MANAGEMENT RESERVES THE RIGHT TO TERMINATE THIS OFFERING ON ANY DATE AFTER THE MINIMUM OF $1,500,000 IS RAISED.

THE SHARES OF THE COMMON STOCK ARE BEING OFFERED BY THE COMPANY ON A BEST EFFORTS BASIS THROUGH ITS EXECUTIVE OFFICERS WHO WILL NOT RECEIVE ANY COMMISSIONS.

Until December 31, 1998 all persons effecting transactions in these securities, whether or not participating in this distribution may be required to deliver an Offering Circular.

No dealer, salesman or other person is authorized to give any information or to make any representations not contained in this Offering Circular in connection with the offer made hereby, and, if relied upon as having been authorized by the Company or any underwriter. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to but, the securities offered hereby to any person in any state or other jurisdiction in which such offer or solicitation would be unlawful. The delivery of this Offering Circular at any time does not imply that information contained herein is correct as of any time subsequent to its date.

1) No underwriting discounts or commissions will be paid or deducted from the proceeds on sales through the Company's executive officers.

2) Before deducting expenses payable by the Company in connection with the sale of the shares i.e., Offering Circular fees and expenses, securities printing, transfer and issuance, legal, etc

THE SHARES OF COMMON STOCK ARE BEING OFFERED TO THE PUBLIC BY THE COMPANY WHEN, AS AND IF RECEIVED BY IT, SUBJECT TO THE PRIOR SALE, TO WITHDRAWAL OF THE OFFER WITHOUT NOTICE, TO THE APPROVAL OF COUNSEL AND TO CERTAIN OTHER CONDITIONS.

The date of this Preliminary Offering Circular is September 1, 1998

PRELIMINARY OFFERING CIRCULAR SUMMARY

The following summary is qualified by the more detailed information elsewhere in this offering circular. Prospective investors in the Company should carefully consider the factors set forth herein under the caption "Risk Factors" and must be read in conjunction with, the detailed information and financial statements appearing elsewhere in this Offering Circular. No underwriting discounts or commissions will be paid or deducted from the proceeds on sales through the Company's executive officers.

THE COMPANY

The Company was formed as a physician controlled organization, whose products and services will be used in the efforts to provide comprehensive laboratory services throughout the Maryland community, at large, primarily against foodborne and hematopoetic malignant (cancer) diseases. The Directors feel now is the time to either pursue commercial development of products i.e., the Bactos (resulting from its patent and manufacturing licenses) independently, or seek to attract major corporations for that purpose through agreements which would allow mutual participation in the success of its work on a long term basis (See "Use of Proceeds" & "Business of the Company").


Business of the Company

The Hartech Corporation is a new company without any operating history and has generated no revenues to date (see "Risk Factors; Start-up - Developmental Stage Company"). At the present time, the Company is dependent upon the efforts of medical and health care professionals, business executives and support staff (see "Management of the Company"). The Company intends to enter into goal oriented cancer drug screening and food product testing contracts with scientists and professors at the University of Maryland School of Medicine. The Company has also signed Proprietary Information Agreements with subsidiary corporations like the InterContinental Telecommunications Corporation (see "Business of the Company" - "Use of Proceeds").

Substantially all of the Company's revenues will come from equipment user fees, sales and service, leasing fees, licenses and royalties. On November 15, 1997, the Company received a certified appraisal from the Senior Intangible Assert appraiser for the Dow Chemical Company (currently managing over 19,000 active patents and patent applications) of the value of the Bactos. The appraisal values the Company's assets are in excess of $200 million dollars. The Company was incorporated in the State of Maryland in May, 1996 (see "Financial Statement"). The principal executive office is located at 1 East Chase Street Baltimore, Maryland 21202.


The Company's Management

Upon consummation of the Offering, the Company will have a seven member Board of Directors (the "Board") several of whom have management authority for the Company (see "Management")

THE OFFERING

Purchase Price

The Purchase price for the Company's common stock is $5.00 per share.

Voting Rights

After completion of this offering, even if all of the shares of Common Stock are sold, the Directors and Officers will continue to own approximately 98.5% of the Company's outstanding Common Stock. If only the minimum, number of 300,000 shares of Common Stock are sold, the Directors will continue to own approximately 99% of the Company's outstanding stock. Accordingly, the Directors will in any event be able to elect all of the members of the board and will have the legal ability to cause the company to declare or refrain from declaring dividends, to increase the authorized capital, to issue more capital stock and generally direct the affairs of the Company.

Transfer Restrictions

Under Rule 144 the Commission has shortened the holding period for restricted securities, i.e., securities issued in non-public offerings, from two years to one, and from three years to two in the case of sales control securities by non affiliates of the issuer. The SEC also proposes to make it easier to determine who is not an affiliate of an issuer by providing a bright-line exclusion. The proposed exclusion is that all persons not subject to the provisions of Sect. 16 of the Securities and Exchange Act of 1934 would not be affiliates for Rule 144 purposes. The SEC also proposes to eliminate the manner of sale requirements, which would let restricted securities by listed for resale on electronic bulletin boards, for instance. The Commission is also considering raising the threshold for having to file form 144 from 500 shares or a market value of $10,000, to 1,000 shares or $40,000 (see "Terms of the Offering").

Use of Proceeds

Substantially all of the proceeds from the Offering will be used to fund organizational, and marketing expenses (see "Use of Proceeds").

Risk Factors

The acquisition of shares from the Company involves a number risk see "Risk Factors").

Terms of the Offering

The Company is offering the Common Stock on a "best efforts" basis by the Company. The Executive officers and Directors of the Company as issuers agents in connection with the sale of the securities. No underwriting discounts, sale fees or commissions will be paid to any entity in connection with the Offering (except under certain circumstances see "Underwriting Agreement").

RISK FACTORS

AN INVESTMENT IN THE SHARES OFFERED FOR PURCHASE HEREBY IS AN EXTREMELY SPECULATIVE INVESTMENT AND INVOLVES A HIGH DEGREE OF RISK. ACCORDINGLY, THE SHARES SHOULD BE ACQUIRED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. PRIOR TO PURCHASING ANY SHARES, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER ALONG WITH OTHER MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS:

1. Development Stage Company. The Company is in the development stage and its operations are subject to all the risk inherent in the establishment of a "new" business enterprise, including the absence of a substantial operating history, the likelihood of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of a new business; the development of technology and the competitive and regulatory environment in which the Company will operate. To date, the original incorporators have funded various start-up expenses for the Company such as the cost of; creating and writing patents, securing federal licenses required to market and develop the Bactos, successful filing of a food additive petition (F.A.P. #1M4246) that request the food additive laws be amended to allow for the safe use a radiation to reduce levels of food borne pathogens, establishment of strategic alliances for future business and development of a business plan, etc. The original incorporators will not make additional cash contributions to the Company as part of the Offering.

2. Broad Discretion of Company's Management. The Company's seven member Board has management authority for the Company with respect to the manner in which the business and affairs of the Company are managed, controlled and operated, including the allocation of the proceeds from the Offering. It is anticipated that 95% - 98% of such proceeds will be used to fund the development of the Company's products and services (see "Description of the Company's Operating Agreement").

3. Voting Control. After completion of this offering, even if all of the shares of Common Stock are sold, the Directors and Officers will continue to own approximately 93% of the Company's outstanding Common Stock. Accordingly, the Directors will in any event be able to elect all of the members of the board and will have the legal ability to cause the company to declare or refrain from declaring dividends, to increase the authorized capital stock, to issue more capital stock and generally direct the affairs of the Company.

4. Conflicts of Interest. None. However to avoid conflicts of interest all employment and consultant agreements carry legal disclaims of non-competition, which if necessary, would be enforced by the Company. No policies, procedures or practices have been adopted by the Company to reduce or avoid potential conflicts other than that described above.

5. Election of Company's Directors; Possible Lack of Member Participation In Initial Decision Making. The initial Board of Directors was selected by the original incorporators of the Company. These Directors will remain in office until the first annual shareholder meeting. To the extent that there are any vacancies on the Board, such vacancies may be filled by the Board to serve until the next annual shareholders meeting. Thus, investors will not have the opportunity to elect the Board until after the successful Offering by that time: (i) substantial funds of the Company may have been expended (ii) certain major issues relevant to the Company's business may have been decided; and (iii) a substantial portion of the Company's business will have been developed.

6. Dilution. The present stockholders of the Company, including the Officers and Directors, have acquired their interest in the Company at average per share prices substantially less than the per share cost which the public investors will pay for the Common Stock. The present shareholders, assuming all 1,000,000 shares of Common Stock are sold, would own approximately 99% of the outstanding Common Stock of the Company for assignment of research and marketing rights to the Company's patent, patents pending and device manufacturing licenses at a value recently appraised at over $200 million dollars, therefore, the public investors will bear the substantially smaller portion of the risk of loss in this venture. In addition, although the Company has no plans at the present time to effect a second Offering, in the event the Company determines in the future to issue additional shares in another Offering by the Company, any dilution that may occur as a result of such offering will be borne entirely by existing investors (see "Dilution").

7. Determination of Purchase Price; absence of Relation to Company's Value. The price of the shares has been arbitrarily determined by the Company and is based upon the amount of money which the Company desires to raise, and bears no relationship to the assets or another criteria of value applicable to the Company.

8. No Assurance of Profitability. The Company was only recently incorporated, has had no significant operations and no material earnings. Even though the Company is developing functions normally associated with an on-going business, it feels its activities may not be profitable for a few years (see "Use of Proceeds").

9. No Dividends Paid. No dividends have been paid by the Company in the past, however, dividends are contemplated in the future. Dividends will be dependent upon the earnings of the Company, financial needs and other similar unpredictable factors. Investors who anticipate the need for immediate or future income by way of dividends from their investments should refrain from the purchase of the shares offered hereby.

10. Absence of Public Market. There has never been nor is there now a market for the shares, and there can be no assurance that a market will develop for the Common Stock of the Company.

11. Estimate of Sales Price of the Bactos. Although large scale manufacture of the Bactos has not occurred yet, preliminary estimates have been made of the prices at which the units, when delivered, will be sold or leased. As a result, the Company feels the eventual sales price will not be to expensive to permit market acceptance.

12. Patent Rights. In the United States, although a patent has a statutory presumption of validity, the issuance of a patent is not conclusive as to such validity or as to the enforceable scope of the claims therein. Nevertheless, the Company has several patents currently pending on all products and processes, including with the Patent Cooperative Treaty ("PCT").

13. Competition. The Company along with others believe competition in the industry will be based on technological superiority, the availability of patent protection, ability to commercialize technological developments. The Company intends to facilitate this by entering into strategic alliances. On January 28, 1997, the Company received clearance from the FDA to use the Bactos as an automated antibiotic, chemosensitivity and tumor sensitivity testing instrument. Making it the first device cleared by the FDA for these intended purposes (510 (k) 936123).

14. Regulation by Government Agencies. The Company has received clearance from the FDA to market the Bactos for both clinical and veterinary applications. On December 3, 1997, the FDA delivered its "Final Rule" regarding the use of a safe source of radiation for the control of food borne pathogens in red and white meats and poultry. On Dec. 31, 1997 the Company filed an Environmental Assessment Report (EA) to its national seafood irradiation petition, currently pending before the FDA.

15. Dependence upon Key Personnel. At present, the Company is totally dependent upon Dr. R. Benjamin Dawson, a Director, President and Chairman of the Board of Scientific Advisors and William L. Robinson, Jr., Chairman of the Board of Directors and C.E.O. The Company intends to enter into employment agreements with W.L. Robinson, Jr., M.E. Robinson, R. Benjamin Dawson, M.D., J.R. Hurtt and R.K. Robinson. The Company intends to sign consulting agreements with Dr(s). Tepper and Talbot and other members of the Scientific Board of Advisors (see "Management"). The Company also intends to obtain insurance in the amount of at least $1,000,000 for all key personnel. In the event of death, the proceeds of such insurance might not compensate the Company fully for the loss of services, especially during the early stages of development. Should the Company lose the services of its C.E.O. and key medical personnel, it is likely that such a loss would be substantially detrimental to the growth of the Company.

16. Use of proceeds for salaries and consulting fees to the Directors and Officers of the Company and other business related expenses. A significant portion of the proceeds from this offering has been allocated for salaries to W.L. Robinson, Jr., M.E. Robinson, R. Benjamin Dawson, M.D., J.R. Hurtt and R.K. Robinson, all of whom are substantial shareholders of the Company along with legal fees to Edward L. Blanton, Jr., General Counsel and other outside Counsel and for general administrative expenses.

17. Potential Sales Pursuant to Rule 144. All of the Company's shares of Common Stock currently held by Officers and Directors are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 and under certain circumstances, may be sold without registration pursuant to that rule. Generally, under Rule 144, a person holding restricted securities for a period of one (1) year may, every three months, sell an amount equal to the average reported weekly trading volume during the four calendar weeks prior to filing of the notice of sale, whichever is greater. Holders of restricted securities who are not controlling persons of the Company, or who are not controlled by or under control with the Company, may generally sell an unlimited number of shares after a one year holding period. William L. Robinson, Jr., R. Benjamin Dawson, M.D., Martha E. Robinson, John R. Hurtt and Spencer L. McCain may be considered a controlling person for this purpose. The possibility of sales under Rule 144 may, in the future, have a depressive effect on the market price of the Company's Common Stock and such sales, if substantial, might also adversely affect the Company's ability to raise addition equity capital.

18. Limitation on Liability of Directors and Officers. The Company's Operating Agreement provides that Directors and Officers will not be personally liable to the Company for monetary damages resulting from breach of any duties owed to the Company except under certain circumstances. As a result, the rights of the Company to obtain monetary damages for acts or omissions of the Directors and Officers will be limited as indicated above. (see "-Indemnification of the Directors and Executive Officers").

19. Anti-Trust Considerations. The activities of the Company and its business activities may be subject to challenge pursuant to the federal anti-trust laws based upon allegations that the Company or its activities constitute a violation of federal laws prohibiting price fixing, restraints on trade or monopolization.

FOR ALL OF THESE AND OTHER REASONS MORE PARTICULARLY SET FORTH ELSEWHERE IN THIS PROSPECTUS, INVESTMENTS IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK, WHICH SHOULD BE CONSIDERED BY A PROSPECTIVE INVESTOR IN ANY DECISION TO ACQUIRE THE SHARES OFFERED HEREBY.

TERMS OF THE OFFERING

Purchase Price

The Company is offering shares for a purchase price of $5.00. The Company is offering the shares on a "best efforts" basis. The Directors are representing the Company as issuers in connection with the offering.

The purchase price per share has been arbitrarily determined by the Company (see "Risk Factors" - Determination of Purchase Price; Absence of Relation to Company's Value." The purchase price is payable to the Company by bank check or money order or credit cards.

Investors of the Company will not receive interest on their investment. It is anticipated that the Company will not accumulate any material surplus, except for operating reserves retained to meet anticipated expenses in the ordinary course of business. Substantially all of the Company's future profits will be distributed to its investors. Investors are expected to join the Company primarily for the purpose of realizing a return on their own individual investments.


Offering Period

The Offering will remain open until the Directors deem it no longer necessary

USE OF PROCEEDS

The Company has an allocation plan to accomplish its objective of bringing the products to market and growing the business. Therefore, the proceeds of this offering will be used for working capital and general corporate purposes and the current allocation plan is as follow:


Maximum Number of Shares Sold.

The net proceeds, after expenses, to be received by the Company from this offering are estimated to be $5,000,000 if the maximum of 1,000,000 shares are sold;

Offering Amount
% of Total
Maximum Net Proceeds

Appropriate funding to manufacture, market and lease the Bactos

$2,100,000

(42%)

Appropriate funding for an operational budget for the clinical laboratory investigators from the University of Maryland School of Medicine

1,320,000

(26%)

Appropriate funding to market the food processing technologies developed by the Hartech Corporation

100,000

(2%)

Sign a contract with the AOAC Research Institute for claims certification of the bactos for possible use by the USDA for commercial food testing

30,000

(.6%)

Sign a contract with InterContinental Telecommunications Corporation (InterContel) to operate and maintain the telecommunications network that will link the PC based laboratory testing equipment to a national data base (for on line specimen analysis reported over the internet)

300,000

(6%)

When feasible register with the Moody's Investors Services for listing for "Blue Sky" registration throughout the United States

3,000

(.06%)

When feasible obtain a listing with a regional or national stock exchange such as the Pacific Stock Exchange for secondary trading of the Company's Capital Stock

15,000

(.3%)

Attorney fees for Edward L. Blanton, Jr. and outside Counsel - Prospectus preparation and review and retention of outside counsel

30,000

(.6%)

Sam Khoury, Intangible Asset Appraiser's fee - American Society of Appraisers

25,000

(.5%)

SEC auditor's (accountant) - Frank Perrin & Company

20,000

(.4%)

Printing - Stock Certificates - United Bank, Note

3,000

(.06%)

Insurance - General Liability & Workers Compensation

15,000

(.3%)

Filing Fees for (4) U.S. patents

20,000

(.4%)

Filing Fees for 84 PCT contracting countries

25,000

(.5%)

Executive Salaries

471,400

(9.43%)

Office Space (rental)

15,000

(,3%)

Office Furniture

5,000

(.1%)

Computers and associated equipment

15,000

(.3%)

Telephone system & services

20,000

(.4%)

Advertising, Printing & Web Pages

13,000

(.3%)

Transportation

10,000

(.2%)

Gas & Electric

9,600

(.1%)

Accommodations & Travel

10,000

(.2%)

Minimum Number of Shares Sold.

The net proceeds after expenses to be received by the Company from this offering are estimated to be $1,500,000 if only 300,000 shares of Common Stock are sold.

Under this scenario, the marketing strategy will focus on clinical laboratory instrument utilization and marketing activities. Additional funding will be sought within 6 months through syndication for a full registration for the leasing of the Bactos.

Because many variables that will determine the Company's success are uncertain and subject to change based on circumstances that are not foreseen, such as changes in production schedules, actual demand for the Bactos, and the success of a particular marketplace, the Company reserves the right to change the allocation plan indicated above in accordance with the facts and circumstances the Company actually faces in attempting to bring the products and services to market and grow the business.

Offering Amount
% of Total
Minimum Net Proceeds

Appropriate funding to manufacture, market and lease the Bactos

$ 400,000

(26.7%)

Appropriate funding for an operational budget for the clinical laboratory investigators from the University of Maryland School of Medicine

200,000

(13%)

Appropriate funding to market the food processing technologies developed by the Hartech Corporation

100,000

(6.7%)

Sign a contract with the AOAC Research Institute for claims certification of the bactos for possible use by the USDA for commercial food testing

30,000

(2%)

Sign a contract with InterContinental Telecommunications Corporation (InterContel) to operate and maintain the telecommunications network that will link the PC based laboratory testing equipment to a national data base (for on line specimen analysis reported over the internet)

100,000

(6.7%)

When feasible Sign a contract with the Moody's Investors Services for listing for "Blue Sky" registration throughout the United States

3,000

(.2%)

Obtain a listing with a regional or national stock exchange such as the Pacific Stock Exchange for secondary trading of the Company's Capital Stock

15,000

(1%)

Attorney's fee Edward L. Blanton, Jr. and outside Counsel Prospectus preparation and review and retention of additional counsel

10,000

(.7%)

Sam Khoury, Intangible Asset Appraiser's fee - American Society of Appraisers

10,000

(.67%)

SEC auditor's (accountant) - Frank Perrin & Company

5,000

(.33%)

Printing - Stock Certificates - United Bank, Note

1,000

(.067%)

Insurance - General Liability & Workers Compensation

5,000

(.33%)

Filing Fees for (4) patents

20,000

(1.3%)

Filing Fees for 84 PCT contracting countries

20,000

(1.3%)

Executive Salaries

228,293

(15.2%)

Office Space (rental

15,000

(1%)

Office Furniture

5,000

(.33%)

Computers and associated equipment

15,000

(1%)

Telephone system & services

20,000

(1.3%)

Advertising, Printing & Web Pages

19,400

(1.2%)

Transportation

10,000

(.67%)

Gas & Electric

9,600

(1.6%)

Accommodations & Travel

10,000

(.64%)

If Minimum amount sold
% of Total

If Maximum amount sold
% of Total

Total Proceeds Total Proceeds

$1,500,000

$5,000,000

Net Proceeds Net Proceeds

1,500,000

5,000,000

Use of Proceeds Use of Proceeds

1,460,000

4,575,000

Contingencies

40,000

425,000

Total Use of Net Proceeds

$1,500,000

$5,000,000

100%

100%

*Thirty (30%) of all Executive salaries shall be withheld if only the minimum is raised.

Other Information

The estimate of expenses set forth are based primarily on negotiations in which the Company is engaged for the required services and equipment with the SNS Bioengineering Company.

The company's actual expenses could be substantially in excess of those estimated here if, among other factors, it determines the marketing program already in place does not accurately reflect the true realities of the market place (see "Business of the Company"). The Company does not have a cash budget with more detail than is presented above. Preparation of a more detailed budget will occur when the proceeds of this offering are received and contracts for services and facilities have been entered into (see "Business of the Company" - "Plan of Operation").

Pending use of the proceeds of this offering, as set forth above, such proceeds may be temporarily invested in bank time deposits, commercial paper, certificates of deposit, short-term government or agency securities, or similar investments.

DILUTION

W.L. Robinson, Jr., has entered into an Agreement with the Company restricting him from participating in dividend distributions until the Company's total pre-tax earnings, from all sources including investment income, as computed for federal income tax purposes, amount to $7,000,000 on a cumulative basis from the inception of the Company. In addition, the Agreement provides that if the Company liquidates, merges, is acquired or otherwise enters into any transaction resulting in the distribution of its assets within three (3) years after the date of this offering, or thereafter or prior to the time the average market price of the Company's Common Stock has been $20.00 per share or more for a period of sixty (60) days ending on or after December 1, 1998, the Directors and Officers of the Company will not participate in any distributions resulting therefrom until all shareholders holding Common Stock originally issued as part of this Offering, have received distributions at least equal to one and a half times the initial offering price of the stock per share. The restrictions on participation in dividends will not be binding upon persons acquiring shares by sale, gift, or otherwise from the Directors and Officers of the Company.

The discussion of dilution below and the accompanying tables do not reflect the impact of this agreement on public investors, which the Company believes is favorable since, in the event of liquidation, the rights of the creditors would be superior to those of the shareholders, there is no assurance that any assets would be available to the shareholders in such an event.

Dilution and Other Comparative Data

As of the date of this Offering Circular, the Company had a total of 173,000,000 shares of Common Stock issued and outstanding. The Net tangible book value as reflected on the Company's December 31, 1997 unaudited financial statement was $.54 per share. Assuming the sale of shares offered hereby, a total of 173,000,000 shares would have been outstanding at such date, and the net tangible book value on such date would have been approximately -$4.46. This represents an immediate increase in the net tangible book value of -$4.46 per share. "Dilution per share" represents the difference between the price per share paid by new public investors and the net tangible book value per share at December 31, 1997, adjusted to give the effect of this offering.

The following table illustrates the per share dilution in net tangible book value as described above.

Assuming

Assuming

Sale of 300,000 Shares

Sale of 1,000,000 Shares

Price to Public

$ 5.00

$ 5.00

Net tangible book value (before offering)

.54

.54

Increase attributes to purchase of the shares by new investors

$ 5.00

$ 5.00

Pro-forma net book value (after offering)

.

.

Dilution to new investors

$ 4.46

$ 4.46

Ownership by Present Shareholders and Public Investors

Upon completion of this offering, public investors will own 1,000,000 shares of Common Stock for which they paid an aggregate consideration of $5,000,000 at $5.00 per share. These shares represent approximately 1.5% of the number of shares outstanding. The present shareholders own 100% of the number of shares outstanding. The present shareholders own 170,000,000 shares for which they paid an average of $.0001 per share. These shares will represent approximately 98.5% of the total number of shares of Common Stock outstanding following the completion of this offering.

Public Offering Price

$ 5.00

Average Amount Paid by Existing Shareholders

$ 54

Difference

$ 4.46

Purchasers of stock in this offering will invest $5,000,000 if all the shares offered for sale are purchased. Upon completion of the offering, if all shares are sold, the Officers and Directors will own approximately 98.5% of the Company's outstanding Common Stock. The public will own approximately 1.5% of the Company's outstanding Common Stock. Therefore, the investment of the public investors and risk borne by them will be substantially greater in proportion to the percentage of the Company owned by them than will be the investment of the Directors and the Executive Officers.

PLAN OF DISTRIBUTION

The Company is offering to sell up to 1,000,000 shares at a price of $5.00 per share. The shares will be offered and sold directly by the Company through the sole efforts of the Company's management. William L. Robinson, Jr., Chairman & CEO, R. Benjamin Dawson, M.D., President and Martha E. Robinson, Secretary & Director of Internet Services, will conduct the powering on behalf of the Company without separate compensation. No underwriter, broker or dealer has been retained or is under any obligation to purchase any shares.

The Company intends to contact prospective investors through direct contact. The promotional efforts will invite persons interested in the offering to obtain a copy of the Preliminary Offering Circular by downloading it from a World Wide Web site on the Internet or by contacting the Company for a printed copy. The Company may also contact additional potential investors by direct mail solicitation.

To subscribe for shares, each prospective must complete, date, execute and deliver to the Company a Subscription Agreement, and must pay the purchase price for the shares subscribed for by check, money order or credit card payable to the Company Subscription Escrow Account. A copy of the subscription Agreement is included at the end of this offering circular.

The Company reserves the right to reject any subscription in its entirety or to allocate shares among prospective investors. If any subscription is rejected, funds received by the Company for such subscription will be returned to the subscriber without interest and without any deductions for expenses.

Within five (5) days of the receipt of a subscription Agreement accompanied by a check, money order, or credit card for the purchase price, the Company will send by first class mail, a written confirmation to notify the subscriber of the extent, if any, to which such subscription has been accepted by the Company. Subscribers' stock certificates will be mailed by first class mail not later than thirty (30) days after the Company had mailed the written confirmation to the subscriber.

There is no established public market of the shares. The Company intends to become a reporting company and file periodic reports with the Securities and Exchange Commission pursuant to the Securities Act of 1934. The Company also plans to establish a secondary public market for its shares for the benefit of its shareholders by obtaining a listing on a regional exchange such as the Pacific Stock Exchange. The Hartech Corporation will apply for a listing on the Pacific Stock Exchange upon completion of this offering (and an increase in the numbe r of shareholders to 300), which should make the shares of this offering available for public trading about 90 days after qualification by the States Attorneys General's Offices.

If the Hartech Corporation fails to meet listing requirements for listing on the Pacific Stock Exchange, the Company will continue to maintain a presence on the Internet with a bulletin board on its World Wide Web site. This is a last resort measure and will only be pursued if all other efforts to provide liquidity fail. The Company has no intention of being an exchange and will not offer stock other than its own for trading and will not be both a buyer and a seller of its stock on its bulletin board at any given time. It is possible that the Company will not be successful in these efforts to provide liquidity to investors and that an active secondary market in the shares will not develop.

The Company intends to register with the appropriate State Attorney's Generals and the Moody's Corporate Visibility Program for "Blue Sky" coverage throughout the United States.

DISTRIBUTION

The shares of Common Stock are being offered by the Directors and Officers who will not receive any commissions from the sale thereof. The shares of Common Stock are being offered to the public by the Company when, as and if received by it, subject to the prior sale, to withdrawal of the offer without notice, to the approval of counsel and to certain other conditions.

UNDERWRITER'S AGREEMENT

Under certain Circumstances the Company may agree to enter into an Agreement with an Underwriter retaining them as a financial consultant for the duration of this offering from the date hereof, pursuant to which they will receive fees aggregating to 10% which will be payable in full at closing.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The Company was recently formed (see "The Company", "Risk Factors", "Dilution", and "Capitalization"). Without a successful offering, the Company will not have the financial resources required to accomplish its purposes (see "Use of Proceeds"). The Company has no alternative source of liquidity other than this offering and its current cash assets.

The Company has made no material commitments for capital expenditures. The Company is solely dependent upon the successful offering of these shares as its source of funds required to cause the manufacture and marketing of the Bactos, as well as the marketing of its other patented technologies (see "Use of Proceeds"). The Company may consider the possibility of offering additional shares for sale to the public at some time in the future. Any such additional offering would be dependent upon the Company's assessments of a number of factors including the need for additional funding, current economic and market conditions and the market demand for the shares.

The Company intends to enter into goal oriented performance contracts for much of its research and product development activities, upon successful completion of this offering. The Company believes that during this period there will be no significant adverse impact from inflation and changing prices on the Company's operation (see "Business of the Company").

BUSINESS OF THE COMPANY

General

The principal activities of the Company following this offering will be to;

(1) relocate corporate headquarters and provide working capital and salaries,

(2) appropriate funding to market, lease and finance the Bactobridge,

(3) appropriate funding to market the food processing technologies developed by the Hartech Corporation, and lease the food irradiation equipment to food processors,

(4) establish a budget for a regional cancer drug screening project at the University of Maryland School of Medicine for single patient protocols with data delivered over proprietary laboratory information systems,

(5) sign a contract with the InterContinental Telecommunications Corporation (InterContel) to operate and maintain the telecommunications network that will link Net PC based laboratory testing equipment (Bactobridges) to a national data base,

(6) sign a contract with the AOAC Research Institute for claims certification of the Bactos for possible use by the USDA for commercial food testing,

(7) when feasible sign a contract with the Moody's Investors Services for listing for "Blue Sky" registration throughout the United States,

(8) when feasible obtain a listing with a regional or national stock exchange such as the Pacific Stock Exchange for secondary trading of the Company's Capital Stock, and

(9) enforcement of the Company's intellectual property rights.

The Company's anticipated use of the Bactos in connection with the FDA's single patient protocol (see "FDA Accelerated Use and Expanded Access", March 29, 1996 announcement) is premised upon research conducted by scientists at the Children's National Medical Center in Washington, D.C., the Section of Applied Research in Neurosurgery, the National Institutes of Health, Bethesda, Md. The actual Bactos instrument is an ongoing development project collaborated between the Division of Aeronautical Engineering at the Imperial College of Science, Medicine and Technology and the SNS Bioengineering Ltd., company in London, England and the Hartech Corporation. The equipment has been designed to determine the susceptibility of bacteria to anti-bacterial drugs and biopsied tumors to various anti-cancer drugs, which in their opinions, suggest an appropriate direction for rapid and effective cancer therapies.

The Company's anticipated use of the Bactos as a microbial growth monitor in the marine, meat and poultry industries will be in conjunction with the U.S.D.A's Hazard Analysis of Critical Control Points Program (HACCP), which took effect in the US on January 1, 1997 and December 3, 1997, respectively. The Program mandates record keeping and microbial testing of all food products. The Company will not sign any contracts with equipment manufacturers or make arrangements to sign any facilities leases until it has received proceeds from this offering.

The Company knows of no currently available products or technologies similar to the Bactos, and knows of no other Company engaged in research or development of a product or technology similar to the Bactos. The Bactos has other industrial uses particularly, in the beverage, pharmaceutical and cosmetology industries.

OPERATIONS AND ASSUMPTIONS

First and Second Years of Operations

Our first year of operation has been completed. Our first two years of operations has consisted primarily of organizing the Board of Directors, selecting executive officers, creating subsidiary corporations i.e., InterContinental Telecommunications (InterContel) Corporation, U.S. Harvest Foods and U.S. Harvest Medical Technologies Corporations and signing strategic alliances with corporations, i.e., SNS Bioengineering, Ltd. and the Environmental Technologies Group (ETG).

On July 2, 1997, the Company received authorization from the Maryland Medical Care Policy Administration for reimbursement for the use of the Bactobridge. Also in July, the Company contracted Dr. Samuel Khoury, the Sr. Intangible Asset Manager for both the Dow Chemical Company and the American Society of Appraisers (currently managing over 19,000 active patents and patent applications) to appraise the Bactos and its relative industrial impact. On November 15, 1997, the Company received a certified appraisal of the value of the Bactos and its related intellectual property, which reported the Company's assets in excess of $200 million dollars. The Company has retained the accounting firm of Frank Perrin and Company to audit its financial statement in addition, the Company has filed for international patent protection with the PCT.

On December 31, 1997, the Company filed its Environmental Assessment Report in support of its Food Additive Petition (F.A.P. #1M4246).


Third Year of Operations

The third year and beyond begins with the development, production and marketing of the Net PC based Bactos, creation of a national cancer patient data base and the licensing of pathogen reduction technologies.

Plans are currently underway to establish regional cancer drug screening and food testing programs in Baltimore, Maryland with scientists from the University of Maryland School of Medicine. To that extent, a contract has been signed between the Company and the Department of Research Technology at the University of Maryland School of Medicine.

Incidence of Cancer in the Mid-Atlantic Region

The Surveillance, Epidemiology and End Result (SEER) Program of the National Cancer Institute collects and publishes cancer incidence and survival data from population cancer registries covering approximately 14 percent of the U.S. population. The "High Five States" including the District of Columbia, Delaware, Maryland and New Jersey had the highest average annual age adjusted cancer mortality rates in the U.S. between 1989-1993.

Medical Background Information

Originally, the Bactos was designed to rapidly detect bacterial growth in clinical specimens and measure transforming levels of lymphocytic metabolites using electrical impedance methods. Laboratory experiments were conducted on urine specimens from children to determine instrument reliability and were conducted in two (2) stages. In the initial experiments PPLO medium without additives was used throughout these studies. Detection time of bacterial growth was dependent upon inoculum size, i.e., E. Coli could be detected within one (1) hour from the time the specimen is placed in the Bactos. Of the 200 clean urines, 6% were positive by impedance methods and 5% positive by conventional methods.

The next series of experiments were to measure electrical impedance variations (changes) of lymphocytes in culture. Lymphocytes were stimulated by phytohemagglutin (PHA), streptodornase and streptokinase. Impedance changes of lymphocytes in culture were shown to be altered by addition of antigens and mitogens. It was therefore, concluded that this instrument provides a rapid method (of several hours) for measurements of lymphocyte transformation. Equally as important were the implications that (1) the Bactos could have the potential commercial impact on current methods to monitor transformation levels of E. Coli and (2) with the interface of the microprocessor based data processing system, specific correlations between levels of lymphocyte transformations and levels of interferon induction can be determined.

In the final experiments, single cell suspensions of six human gliomas, one epidermal cancer of the mouth, and two drug resistant cell lines were treated with various anti-cancer agents and resultant changes in electrical impedance were measured as indices of cancer cell sensitivity to the drug. Results suggest, that the impedance changes measure a true sensitivity of cancer cells to chemotherapy and may reflect alterations in cellular metabolism associated with a cessation of cell division.

Tumor Physiology

Of great significance in the study of human malignancy is the fact that all tumors induced by virus contain the same new tumor specific antigens. Tumors induced by different viruses have different antigens although they too have some antigens in common with other tumors induced by closely related viruses. This is particularly true of some of the RNA viruses which are considerably larger that DNA viruses.

Briefly, it is not surprising that cell surface transplant antigens are altered in malignancy; these changes are reflected not only in the normal antigens but also in the formation of new tumor specific antigens. Although such tumor specific antigens are probably not confined to the surface, it is on the intact cell that they are most readily observed. The effect of malignancy on normal transplantation antigens appears to be primarily one of simplification - particularly where the tumor cell has lost most of its biological specificity and has reverted to an undifferentiated form. Of the variety of normal transplantation antigens present on the surface of a single cell (H-2 antigens in the mouse, H-LA in man, etc. - antigens determined by the major histocompatibility locus) none appears to be completely absent, all may be reduced in degree of representation on the cell surface.

In addition, the tumor cell may show new antigenic specificities that were not present on the normal cell. Experimental tumors found to have tumor specific transplantation antigens include all of the virus induced tumors, all of the chemical carcinogen induced tumors, many of the physical agent induced tumors, and some "spontaneous" tumors.

The truth of the matter is, many tumors resist full penetration by anti-cancer agents. Such resistance may help to explain, why drugs that eradicate tumors cells in the laboratory often fail to eliminate malignancies in the body. To eradicate tumors, anti-cancer agents must be dispersed throughout the growths in concentrations high enough to eliminate deadly cells.

One of the first problems a blood transported drug encounters on route to cancer cells is an uneven distribution of blood vessels. Furthermore, the aberrant branching and twisting of the vasculature often contribute to an observable slowing of the blood flow - a phenomenon that is exacerbated by the unusual viscosity of blood in tumors. The relative lack of oxygen in tumors may lead cancer cells to secrete high levels of lactic acid.

Although, a number of drugs break down or fail to work in an acidic environment, some drugs actually work better in acidic or hypoxic environments. The Bactos can be used to determine which works best in either environment. Research conducted at Harvard University suggests that, combining anti-vascular therapies with therapies that are designed to attack cancer cells could well improve the effectiveness of both types of treatment.

Consequently, to be more precise, investigators will have to increase perfusion in poorly vascularized areas, increase permeability of tumor vessels, reduce interstitial pressure and increase the rate of interstitial transport.

Reducing Contamination in Shellfish

The significance of the problems imposed by contamination of shellfish to the industry of harvesting, processing and distributing the same cannot be easily overstated. The illnesses caused by ingestion of contamination shellfish in the United States are presently appreciated as a serious threat to the industry itself. Proposed bans on shellfish harvesting in the Gulf of Mexico during periods of high contamination levels threaten tremendous consequences. An effective counter to this and to other potentially devastating measures designed to protect the public health is outlined herein, which in the simplest terms, consist of two (2) parts. The first component is approval of the Company's Food Additive Petition (FAP) 1M4246 by the Food and Drug Administration (FDA) to allow the use of irradiation for the purpose of destroying the pathogenic bacteria associated with shellfish which is now pending. The second component is the licensing of an auxiliary technology utilizing irradiation and depuration in tandem to provide the highest possible quality in shellfish. The first is considered a necessity to the survival of the industry, the second is regarded as proving a very significant competitive advantage to the industry

BOARD OF SCIENTIFIC ADVISORS

A special element in the Company's development has been its utilization of a Board of Scientific Advisors composed of prominent scientists and medical doctors. It consist of 5 members, 4 of whom have Ph.D. or M.D. or PE. degrees and who serve as professors at or directors of major educational and research institutions.

The Company plans to offer attractive compensation, incentives and fringe benefits programs, including equity participation opportunities for key scientific and management personnel, which is important for both recruiting and retaining such personnel.

The consulting scientific and technical advisors to the Company along with their principally related skils and most recent accomplishments are listed below.

R. Benjamin Dawson, M.D. - Professor of Pathology, University of Maryland School of Medicine, Director of the Blood Research laboratories - Chairman of the Board of Scientific Advisors.

Amirum Ur, M.D. - Co-Inventor of the impedance based technologies.

Clive Mott, PE - Instructor of Aeronautical Engineering, Imperial College of Medicine, Science and Technology in London. The senior design engineer of the Bactobridge and advisor to the Board of Scientific Advisors of the Hartech Corporation

Christopher Frampton, Ing - Managing Director of SNS Bioengineering, Ltd., Member of the Board of Directors of the Hartech Corporation.

Barry J. Belcher - Instructor (retired) of Aeronautical Engineering and Aerodynamics, Imperial College of Medicine, Science and Technology in London.

Byron S. Tepper, Ph.D - Former Associated Professor at the Johns Hopkins University School of Medicine and its affiliated Medical Institutions and Chief Biosafety consultant to Hartech.

MANAGEMENT

The Directors and Executive Officers of the Company are the following:

Name

Age

Position

William L. Robinson, Jr.

49

Chairman of the Board of Directors & CEO

R. Benjamin Dawson, M.D.

63

President and a Director

Martha E. Robinson

51

Corporate Secretary/a Director

John R. Hurtt

50

Chief Information Officer/a Director

Frances M. Dawson

57

Director

Christopher F. Frampton, Ing

51

Director

Raymond K. Robinson

35

Director

Edward L. Blanton, Jr. Esq.

65

General Counsel

William L. Robinson, Jr., Chairman of the Board of Directors and Chief Executive Officer, is a founder and has been with the Company since its inception. Mr Robinson has over two decades of experience related to biomedical research ( i.e., stimulation of the natural immune system through the synthesis of interferons and the reconstitution of nutritional deficiencies in shellfish). Mr. Robinson has successfully co-authored a food additive petition that proposes the food additive regulations be amended to allow for a safe use of low doses of radiation be used to reduce substantial levels of food borne contaminants (Food Additive Petition #1M4246). He is co-author of the Company's intellectual property. He received his training in the biomedical sciences at major American universities. He is a former member of the Atomic Industrial Forum, the American Society for the Testing of Material (ASTM) and Who's Who in Science and Technology. Mr. Robinson devotes his full time to the affairs of the Company.

R. Benjamin Dawson, M.D., President of the Company and Chairman of the Board of Scientific Advisors, has been with the Company since its inception. Dr Dawson is the Director of the Baltimore Blood Research Laboratories, part of the University of Maryland Medical System. Dr Dawson is an immunopathologist, a full professor of pathology, a certified hematologist and a consultant to the biotechnology industry. Dr Dawson devotes his full time to the affairs of the Company.

John R. Hurtt, Chief Information Officer and a Director, has been with the Company since its inception. Mr. Hurtt is an engineer with over 28 years of applied knowledge in the health sciences with a specialty in medical diagnostic digital imaging systems and has performed engineering duties in various modalities, including radiology, radiation therapy, cardio-vascular, neuro/angio and ultrasound. He is a co-author of the Company's intellectual property and its FAP petition. He is licensed under the Code of Maryland Regulation (COMAR) 26.12.01.01 B.5 (Application for registration of services and servicing - Registration Number 019-02 - Radiation Machine Program, State of Maryland, Department of the Environment). Mr. Hurtt devotes his full time to the affairs of the Company.

Martha Elaine Robinson, Corp. Secretary/Treasurer and a Director has been with the Company since its inception. Mrs. Robinson was a former Employer for the Md. Court System for over a decade. Mrs. Robinson devotes her full time to the affairs of the Company.

Raymond K. Robinson, A member of the Board of Directors has been with the Company since its inception.

Edward L. Blanton, Jr. Esq, General Counsel. Mr. Blanton has practiced law in the State of Maryland for over 30 years specializing in securities and corporate law. Mr Blanton has served as counsel to the Company. 

FAMILY RELATIONSHIPS

William L. Robinson, Jr. is married to Martha E. Robinson. They are the Brother and Sister in Law of Raymond K. Robinson and John R. Hurtt.

REMUNERATIONS

The Directors and Executive Officers are the only individuals who will receive any remunerations for services rendered. Immediately after this offering, the Company will enter into a consulting contract effective September 1, 1998 to procure Edward Blanton's and Byron S. Tepper's services for three years at an undetermined annual cost (see "Risk Factors" - "Dependence Upon Key Personnel")

The Company has also entered into employment contracts with;

W.L. Robinson, Jr.,

Chairman of the Board of Directors and C.E.O

110,000

R. Benjamin Dawson, M.D.

President and Chairman of the Board of Scientific Advisors

150,000

M.E. Robinson

Corp. Secretary/Treasurer

75,000

John R. Hurtt

Chief Information Officer

90,000

All salaries were effective June 1, 1996. After the Company has had gross revenues from all sources of $10,000,000 or two years after the effective date of this offering, whichever first occurs, the Company's Board of Directors may increase all salaries and consulting fees. The Executive Officers of the Company will devote their full time efforts to the affairs of the Company.

The Company has the right, under the existing contracts to discontinue payments to the Directors and Executive Officers, if they abandon the development of the aforementioned projects. The Directors and the Executive Officers have agreed that, if less than the maximum number of shares offered hereby are sold, they will defer payment of so much of the amount due them under their respective contracts as may be necessary in order to enable the Company to fund the expenses of the Company's manufacturing and marketing goals.

Upon completion of this offering, the Company expects to pay remunerations during 1998-1999 of approximately $457,000 to its Officers and Directors as a group, including Dr. Dawson, W.L. Robinson, Jr., J.R. Hurtt and M.E. Robinson. Outside directors, if any are elected, would be paid Directors fees. In addition to the fees and salaries stated above, employees will be eligible to receive such additional bonuses, fringe benefits and other forms of remuneration which may be determined from time to time by the Company's Board of Directors.

PROMOTERS OF THE COMPANY

W.L. Robinson, Jr., prior to this offering owned 109,500,000, shares, or approximately 46% of the Company's outstanding Common Stock, R. Benjamin Dawson, M.D., owns 26,250,000, or approximately 10%, John R. Hurtt owns 22,500,000, or approximately 8.9%, M.E. Robinson owns 18,000,000, or approximately 7% and Spencer L. McCain owns 15,000,000, or approximately 5%, all may be deemed promoters of the Company.


Escrow Account

An escrow account has been established at the Mercantile Safe Deposit Company for proceeds from the offering prior to reaching the minimum.. All funds are distributed at the discretion of the Company

PRINCIPAL SHAREHOLDERS

The following table lists the number of shares of the Company's Common Stock beneficially owned by all persons known to the Company to be beneficially owners of (approximately) five (5%) percent or more of the Company's Common Stock, and by all directors and officers of the Company individually and as a group, prior to this offering, and the percentages of all outstanding shares held by such persons (A) prior to this offering; (B) assuming the minimum 300,000 number of shares are sold and (C) assuming all 1,000,000 shares are sold.

Company Stockholdings

Name of Beneficial Owner

Number of Shares

Prior to Offering

Assuming Minimum Sold

Assuming Maximum Sold

W.L. Robinson, Jr.,
2517 Quantico Avenue
Baltimore, Maryland 21215

109,500,000

46%

43%

41%

R. Benjamin Dawson
5404 Iron Pen Place
Columbia, Maryland 21114

26,250,000

10%

10%

9%

J.R. Hurtt
5962 Green Meadow Parkway
Baltimore, Maryland 21213

22,000,000

9%

8%

8%

M.E. Robinson
2517 Quantico Avenue
Baltimore, Maryland 21244-2505

18,000,000

7%

7%

6%

Spencer L. McCain
3319 Rogers Avenue
Baltimore, Maryland 21215

15,000,000

6%

5%

5%

Other Directors and Officers as a group

7,875,000

3%

3%

3%

CAPITALIZATION

Set forth below is the Capitalization of the Company at May 1, 1998 and as adjusted on that date for the issuance and sale of the minimum of 300,000 shares of Common Stock and the issuance and sale of 1,000,000 shares of Common Stock, the maximum.

Title of Class

As of May 1, 1998

300,000 Shares Sold

1,000,000 Shares Sold

Term Debt

$ 0

$ 0

$ 0

Current Liabilities

$ 0

$ 0

$ 0

TOTAL INDEBTEDNESS

$ 0

$ 0

$ 0

Capital Stock:

Common Stock, $.0001 par value, 375,000,000 shares Authorized, 207,750,000 outstanding shares after the offering (1)

$ 154,612

$ 16,725

$1,654,612

$ 25,125

$5,154,612

$ 25,925

Capital Stock (2)

8,200
$ 24,925

Capital Stock in excess of par value

$ 133,600

$ 158,525

$1,133,400

$1,158,525

$5,132,600

$5,158,525

Deficit

(3,638)

(3,638)

(3,638)

Less Treasury Stock

(275)

(275)

(275)

TOTAL STOCKHOLDER'S EQUITY

On December 31, 1997 the net tangible book value (tangible assets minus all liabilities) of the Company was $.0001 per share of Common Stock. If the minimum number of shares Common Stock (300,000) offered hereby had been sold on that day, and the proceeds of the sale had been treated as stockholder's equity the net tangible book value of the Company's Common Stock would have been $. per share. Net tangible book value per share is determined by dividing the number of shares of Common Stock outstanding into the Company's tangible net worth (tangible assets excluding assets deducted from shareholder's equity (See "Liabilities"). 

BUSINESS STRATEGY - PLAN OF OPERATION

DESCRIPTION OF THE COMPANY'S OPERATING AGREEMENT

Government Regulation

On June 18, 1998, the Company signed a contract with the Department of Medical Research Tec hnology at the University of Maryland School of Medicine.

On June 2, 1998, the Company conducted accuracy and performance tests with live human cancerous tissue in the Bactobridge.

On March 26, 1998, the Institutional Review Board for the University of Maryland approved the Company’s protocol for the use of the Bactobridge for tumor response tests.

On February 10, 1998, the Company filed an amendment to its automated equipment patent application.

On December 31, 1997, the Company filed its EA with the FDA in support of its F.A.P. 1M4246.

On December 3, 1997, the FDA allowed the use of a safe source of radiation to radurize red meats and poultry to control food borne pathogens.

In August, 1997, the Company filed for patent protection (PCT) in 84 participating countries.

On July 2, 1997, the Company received authorization from the Maryland Medical Care Policy Administration for reimbursement for the use of the Bactos .

On June 5, 1997, the Company filed the appropriate notification with the Maryland State Attorney General's Office pursuant to Sec. 11-602(9) of the Securities Act and Chapter 04., Regulation .09 of the Blue Sky Regulations.

n June 4, 1997, the Company withdrew its Regulation A application pending before the Maryland State Attorney General's Office.

In December, 1996, the Company received licenses and permission from the United States Patent Office to market the Bactobridge, worldwide.

On November 7, 1996, the Company filed a Regulation A application with the Securities and Exchange Commission and the State's Attorney General's Office in Baltimore, Maryland.

On September 18, 1996, the registration for the manufacture and distribution of the bactos became effective - O/O #9010416.

In April, 1996, the Company received clearance from the FDA to manufacture and market the Bactobridge to clinical and veterinary laboratories, nationwide (510 (k) #936123).

On March 29, 1996 the President of the United States announced the Federal Cancer Initiative, which allows expanded access for individual cancer patents to single patient protocols.

On January 9, 1996, the Company received a U.S. Patent on methods to reduce contamination of shellfish.

On January 1, 1996, the FDA's proposed mandatory cleanliness standards for the shellfish industry went into effect. This program is known as hazard analysis of critical control points (HACCP) monitors sanitation standards while food is being processed. Enforcement of standards began January 1, 1997.

On April 16, 1991, the FDA published in the Federal Register an acknowledgment of the Petition authored by the Executives of the Company requesting the food additive laws be amended to allow for a safe use of low doses of radiation to reduce contamination of shellfish. The petition is still pending.

On January 8, 1991, Executives of the Company filed a petition with the FDA requesting the food additive laws be amended to allow for a safe use of low doses of radiation to reduce contamination of shellfish.

DESCRIPTION OF CAPITAL STOCK

Common Stock

The authorized capital of the Company includes: 375,000,000 shares of Common Stock, par value $.0001 per share, of which 173,000,000 shares were outstanding as of March 1, 1998. All outstanding shares are fully paid and non-assessable. The holders of the Company's Common Stock are entitled to one vote per share, to receive such dividends as legally may be declared by the Board of Directors, and upon liquidation, to receive any net assets of the Company after the liquidation, rights of the preferred stock shareholders is any, have been satisfied. There are no pre-emptive, conversion, cumulative voting, or redemption rights applicable to the Common Stock. The Directors and Executive Officers have entered into an agreement with the Company restricting their dividends and liquidation rights (see "Dilution").


Penny Stock Regulations

Although it is uncertain whether the Hartech Corp's stock will be listed on a national or regional stock exchange such as the Pacific Stock Exchange or whether broker dealers will make market in the Company's stock, if the Company is not listed with a national or regional stock exchange or quotation system and broker dealers do buy and sell the Company's stock, then certain penny stock regulations could affect the sale of the stock if the stock price falls below $5. These regulations require broker dealers to disclose the risk associated with buying penny stock and to disclose their compensation for selling the stock. Such regulations may have the effect of reducing the levels of trading activity and the secondary market for the Company's stock and make it more difficult for investors to sell the stock.


Transfer Agent and Registrar

Chase-Mellon Shareholder Services is the Transfer Agent and Registrar of the Company's Common Stock, 450 W. 33rd Street, 15th Floor New York, N.Y. 10001-2697.


Shareholder Report

The Company will distribute to shareholders annual reports when they become due along with audited financial statements.


Dividends

The Company has never declared any dividends (see "Risk Factors" - "No Dividends Paid").

LEGAL EXPERTS

Legal matters in connection with a review of the organization of the Company have been passed upon by Dickee Howard, Esq., Howard, Butler and Melfa, P.A. of Towson, Md.


Accounting Experts

Accounting matters in connection with the financial organization of the Company have been passed upon by the accounting firm of Perrin and Company, 121 Water Street, Baltimore, Maryland 21201.


Properties

Company's office is located at 1 East Chase Street , Baltimore, Maryland 21209. Upon successful completion of this offering, the Company intends to lease/purchase additional modest office and executive housing facilities in the Baltimore metropolitan area.

EMPLOYEE INCENTIVE COMPENSATION PLAN

The Board of Directors contemplates an Employee Incentive Compensation Plan (the "Incentive Plan") which includes the award of bonuses to Officers of the Company. All employees of the Company are eligible to receive bonuses under the Incentive Plan upon the authorization of the Board of Directors. Bonuses are based on the achievement of the Company's goals and objectives as determined by management and the Board of Directors.


Employee Stock Plan

A Total of 3,750,000 shares of Common Stock is presently reserved for issuance under the Company's Employee Stock Plan, which was adopted by the Board of Directors and approved by the shareholders in July, 1996. The Employee Stock Plan, which is intended to qualify under Section 423 of the Internal Revenue Code of 1954, as amended, is administered by the Board of Directors. Employees of the Company (including officers) are eligible to participate if they are customarily employed by the Company 20 hours or more per week and more than five months per year, under the Plan, participating employees may receive rights to purchase Common Stock in such amounts and for such prices (not less than 85% of the fair market value of the shares on the date of grant of the right to purchase shares under the Plan or the date of purchase) as may be established by the Board of Directors, and may pay for shares purchased under the Plan by means of regular payroll deductions, lump sum cash payments or a combination of both as determined by the Board of Directors. No single purchase right granted to an individual employee under the Employee Stock Plan may cover more than 25,000 shares and no more than 100,000 shares may be purchased by all participating employees under the Plan during any single calendar quarter. Employees may end their participation in the Plan at any time and participation ends automatically on termination of employment.

To date, no shares have been offered or sold under the Employee Stock Plan, but the board of directors has authorized two types of grants. Initially, employees will be eligible to receive a right to purchase 250,000 shares of Common Stock each at a price of 85% of the price of the shares offered hereby. These rights will be exercisable by each participating employee on the date of the offering covered hereby, with payment due on or before July 1, 1998. On an ongoing basis, employees will receive the grant of a right to purchase Common Stock with up to 10% of the participating employee's basic compensation (up to Plan maximums) at a price of 85% of lesser of (a) the fair market value of Common Stock on the date of grant and (b) the fair market value of the Common Stock on the date of exercise. The rights will have a term of 24 months and will generally be automatically exercisable on each January 1st, July 1st and October 1st unless the participant has terminated his employment or withdrawn from Plan prior to such date. For new employees, grants of rights under the Plan will be on the first grant date following employment by the Company. Grant dates will occur on the date of the offering of the shares covered hereby and on the first day of each ensuing January, April, July and October. Only newly eligible employees will receive grants so long as participants hold a previously granted right, but a participant who has voluntarily withdrawn from the Plan will be eligible to receive a new grant on the next grant date.


Indemnification of Officers and Directors

The Maryland General Corporation Law contains various provisions entitling directors, officers, employees or agents of the Company to indemnification from judgements, fines, amounts paid in settlement and reasonable expenses, including attorney's fees, as the result of an action or proceeding (whether civil, criminal, administrative or investigative) in which they may be involved by reason of being or having been a director, officer, employee or agent of the Company provided said persons acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Company (and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the conduct complained of was unlawful). The By-laws of the Company provide that the indemnification provisions of any applicable law are to be utilized to the fullest extent permitted.


Limitation on liability of Directors

The Maryland General Corporation Law permits a corporation, through its certificate of Incorporation, to exonerate its directors from personal liability to the corporation, or to its stockholders, for monetary damages for breach of fiduciary duty of care as a director, with certain exceptions. The exceptions include a breach of the director's duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, improper declarations of dividends, and transactions from which the directors derived an improper personal benefit. The Company's Certificate of Incorporation exonerates its directors from monetary liability to the extent permitted by this statutory provision. The Company has been advised that it is the position of the Securities and Exchange Commission that insofar as the foregoing provision is against public policy as expressed in the Act and is therefore unenforceable.

INTEREST IN CERTAIN TRANSACTIONS

Within the last year there have not been any transactions of the Company in which a director, nominee to become a director, principal security provider, or relative or spouse of any person in which such person had or is to have a direct or indirect material interest.

LITIGATION.

There is no litigation pending to which the Company is a party

FURTHER INFORMATION

The Company has filed with the Securities and Exchange Commission, Washington, D.C., a registration statement (together with all amendments called the "Registration Statement") with respect to the securities offered by this Offering Circular. This Offering Circular does not contain all the information set forth in the Regulation A Registration Statement, certain parts of which were omitted in accordance with the rules and regulations of the Commission. For further information about the Company and the securities offered by this Offering Circular reference is made to the Registration Statement, including the exhibits and financial statement. Each statement in this Offering Circular referring to a document has been filed as an exhibit for a complete statement of its terms and conditions. Copies of the exhibits are on public file at offices of the Securities and Exchange Commission in Washington, D.C., and may be obtained from the Commission upon payment of prescribed fees.

ALL PERSONS EFFECTING TRANSACTIONS IN THE SHARES OFFERED HEREBY, WHETHER OR NOT PARTICIPATING IN THE DISTRIBUTION, MAY BE REQUIRED TO DELIVER A CURRENT OFFERING CIRCULAR WITH RESPECT TO THE SHARES TO ANY PURCHASERS THEREOF, PRIOR TO OR CONCURRENT WITH RECEIPT OF THE CONFIRMATION OF THE SALE OF THESE SECURITIES. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND INFORMATION OR REPRESENTATIONS NOT HEREIN CONTAINED IF GIVEN OR MADE, MUST BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFERING OR SOLICITATION IN RESPECT TO THE SECURITIES OFFERED BY THE COMPANY IN ANY STATE IN WHICH THE OFFERING OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS THEREOF OR WHICH THE PERSON MAKING THE OFFERING OR SOLICITATION ARE NOT QUALIFIED TO ACT AS THE DEALER OR BROKER OR OTHERWISE TO MAKE SUCH OFFERING OR SOLICITATION. THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE, TO ALLOTMENT AND WITHDRAWAL, TO CANCELLATION OR MODIFICATION OF THE OFFER, WITHOUT NOTICE. THE RIGHT IS RESERVED TO REJECT ANY ORDERS, IN WHOLE OR IN PART, FOR THE PURCHASE OF ANY OF THE OFFERED SHARES.