UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 5, 2003
ADVANCED HEALTHCARE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
333-51058 84-1565820
(Commission File Number) (IRS Employer Identification Number)
c/o Johnny Sanchez, President
859 West South Jordan Parkway, Suite 104, South Jordan, Utah 84095
(Address of principal executive offices)
(801) 446-4768
(Registrant's telephone number, including area code)
ITEM 1. Changes in Control of Registrant
On December 4, 2003, pursuant to an Agreement and Plan and Plan of
Reorganization ("Agreement") which closed on the date shares were
authorized by an increase in the capital structure of the Company (See
Item 2 below), Johnny and Virginia Sanchez are to receive 101,000,000
common voting shares of the Company's common stock in exchange for 100%
of the ownership interest in NutraTek, L.L.C., a Utah Limited Liability
Company. Under the terms of the Agreement, Daniel Motsinger and Dan
Starzcewski will resign as Directors of the Company being replaced by
Johnny Sanchez, Virginia Sanchez, Carmen Sanchez and Joe V. Overcash.
Randy Sulhoff will remain a director of the Company. The 101,000,000
shares going to Johnny and Virginia Sanchez represent 45.39% of the
outstanding shares of common stock of the Company following the
acquisiton of NutraTek, L.L.C. Under the terms of the Agreement,
39,000,000 common shares of the Company are being issued to Company
affiliates, all of whom have agreed to assign the voting rights to the
said 39,000,000 shares to Johnny Sanchez. The combination of the
101,000,000 shares owned by Johnny and Virginia Sanchez and the
39,000,000 shares being voted by Johnny Sanchez will give voting rights
for 140,000,000 shares to Johnny and Virginia Sanchez. 140,000,000
shares represents 53% of the outstanding shares of the Company
following the Acquisiton of NutraTek, L.L.C.
ITEM 2. Acquisition or Disposition of Assets
On December 4, 2003, the Company closed on an acquisition agreement
whereby it acquired a 100% interest in NutraTek, L.L.C., a Utah Limited
Liability Corporation in exchange for one hundred one million common
shares of the Company. The terms of the acquisition are set forth in
the Agreement and Plan of Reorganization attached hereto as an exhibit
and by reference incorporated herein. Included in the acquisition
agreement is a provision which allows the spin off and sale of the
intellectual properties relating to the Company's oxygen therapy
products and business to current management for assumption of the
ongoing obligations of that business and shares of the newly created
Advanced Oxygen Therapy, Inc.
Under the terms of the agreement, the former owner and president of
NutraTek, L.L.C. became the President of the Company and was elected to
the Board of Directors of the Company. Also elected to the Board at
the time of the closing were Virginia Sanchez, Carmon Sanchez and Joe
V. Overcash. Dan Starczewski and Dan Motsinger resigned their
positions in the Company at the closing and appointment of the named
new directors. See Item 1 above.
Nutratek, L.L.C. is a Utah Limited Liability Company which is engaged
in the wholesale distribution of dietary supplements to healthcare
professionals.
ITEM 7. Financial Statements and Exhibits
The following exhibit(s) are included as part of this report:
EXHIBIT PAGE
NO. NO. DESCRIPTION
1 4 Agreement and Plan of Reorganization
Pro forma financial information regarding the acquired company will be
filed within the time frame allowed by rule by way of an amendment to
this Form 8-K
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Signature Date
Advanced Healthcare Technologies, Inc.
By: /s/ Johnny Sanchez December 2, 2003
Name: Johnny Sanchez
Title: President