SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVANCED HEALTHCARE TECHNOLOGIES, INC.
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(Exact Name of Small Business Issuer as specified in its charter)
Nevada
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(State of incorporation) (IRS Employer File Number)
1140 Highway 287 Suite 400-274
Broomfield, Colorado 80020
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(Address of principal executive offices)
STOCK COMPENSATION PLAN I
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(Full title of the plan)
Thomas Pierson
Advanced Healthcare Technologies, Inc.
1140 Highway 287, Suite 400-287
Broomfield, Colorado 80020
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(Name and address of agent for service)
(303) 404-9904
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price(1) Fee (1)
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Common shares 3,300,000 $.04 $132,000 $34.19
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Note: The document(s) containing the information concerning the 2002
Stock Compensation Plan I of Advanced Healthcare Technologies, Inc., a
Nevada corporation, dated March 15, 2003 required by Item 1 of Form S-8
under the Securities Exchange Act of 1934, as amended, and the statement
of availability of registrant information, consulting agreement and
other information required by Item 2 of Form S-8 will be sent or given
to participants as specified in Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being
filed with the Securities and Exchange Commission either as part of this
registration statement on Form S-8 or as prospectuses or prospectus
supplements pursuant to Rule 424. Advanced Healthcare will maintain a
file of such documents in accordance with the provisions of Rule 428.
Upon request, Advanced Healthcare shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents, which have been filed by us with the Securities
and Exchange Commission, are hereby incorporated by reference into this
Prospectus: Our report on Form 10-KSB for the fiscal year ended March
31, 2002, filed on July 11, 2002; our report on Form 10QSB filed August
26, 2002, for the quarter ended June 30, 2002; our report on Form 8-K
regarding a change in control, filed October 2, 2002; our report on Form
10QSB, filed November 19, 2002, for the quarter ended September 30,
2002; and, our report on Form 10-QSB, filed February 25, 2003, for the
quarter ended December 31, 2002.
All documents filed by us with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated in
this Registration Statement by reference and to be a part hereof from
the date of filing of such documents. All other reports filed by us
pursuant to Section 13(a) or 15(d) of the Exchange Act since December
31, 2002.
Any statement contained in this Registration Statement, in a supplement
to this Registration Statement or in a document incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
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We are authorized to issue 100,000,000 shares of $0.001 par value common
stock and 10,000,000 shares of preferred stock. As of December 31, 2002
we had a total of 16,000,400 shares of Common Stock issued and
outstanding and no preferred shares.
Common Stock
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The holders of Common Stock have one vote per share on all matters
(including election of directors) without provision for cumulative
voting. Thus, holders of more than 50% of the shares voting for the
election of directors can elect all of the directors, if they choose to
do so. The Common Stock is not redeemable and has no conversion or
preemptive rights.
The Common Stock currently outstanding is validly issued, fully paid and
non-assessable. In the event of our liquidation, the holders of Common
Stock will share equally in any balance of our assets available for
distribution to them after satisfaction of creditors and the holders of
our senior securities, whatever they may be. We may pay dividends, in
cash or in securities or other property when and as declared by the
Board of Directors from funds legally available therefore, but we have
paid not paid cash dividends on our Common Stock.
Transfer Agent, Registrar and Warrant Agent
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We have appointed Corporate Stock Transfer Inc., 3200 Cherry Creek Drive
South, Suite 403, Denver, Colorado 80209, as our transfer agent for the
Common Stock. Their phone number is 303-282-4800.
Item 5. Interests of Named Experts and Counsel.
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The firm of Thomas F. Pierson P.C., Attorney at Law, special securities
counsel for the purpose of this Registration Statement, and whose
opinion as to the legality of the issuance of the shares hereunder is
attached hereto as Exhibit 5, Mr. Pierson owns no shares of our common
stock, however Mr. Pierson is one of the parties to whom compensation is
being paid as a result of the this registration for services rendered in
matters other than this filing.
Item 6. Indemnification of Directors and Officers.
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Our Articles of Incorporation authorize the Board of Directors without
shareholder action, to exercise all of our powers of indemnification to
the maximum extent permitted under the applicable statute as amended
permits us to indemnify our directors, officers, employees fiduciaries
and agents as follows:
The State of Nevada permits a corporation to indemnify such persons for
reasonable expenses in defending against liability incurred in any legal
proceeding if:
A. The person conducted himself or herself in good faith:
1. The person reasonably believed:
(a) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(b) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests.
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful.
The indemnification discussed herein is not exclusive of any other
rights to which those indemnified may be entitled under the Articles of
Incorporation, any Bylaw, agreement, vote of shareholders, or
disinterested directors, or otherwise, and any procedure provided for by
any of the foregoing, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of heirs, executors,
and administrators of such a person.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to our directors, officers, and controlling
persons under the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us
of expense incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit,
or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
Item 7. Exemption From Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Exhibit
Number Description
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4.1 2003 Stock Compensation Plan I, dated March 15, 2003.
5.0 Opinion of Counsel, Thomas F. Pierson, Esq., P.C.
23.1 Consent of James E. Scheifley, Certified Public Accountant.
23.2 Consent of Thomas F. Pierson, Esq. (Included in Exhibit 5).
Item 9. Undertakings.
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1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(a) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona-fide offering thereof.
(b) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be in the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, State of
California, on this 24th day of April, 2003.
Advanced Healthcare Technologies, Inc.
By: /s/Dan Motsinger
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Acting President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Dated: April 24, 2003
By: /s/Dan Motsinger
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CEO & Director
Dated: April 24, 2003
By: /s/Dan Starczewski
_____________________________
CFO, Controller & Director
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