SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2004
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ADVANCED HEALTHCARE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-51058 84-1565820
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2820 LA MIRADA, SUITE H, VISTA, CA 92081
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 446-4768
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10421 SOUTH JORDAN GATEWAY # 550, SOUTH JORDAN, UTAH, 84095
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 30, 2004, Richard Mangiarelli purchased 126,000,000 shares
of our common stock from our former President, Chief Executive Officer,
Director, and majority stockholder, Johnny Sanchez. As a result, Mr. Mangiarelli
now holds approximately 52.5% of our issued and outstanding common stock.
In connection with this change in control, Mr. Sanchez resigned as
our President and Chief Executive Officer, Joel Rockwood resigned as our Vice
President and Chief Scientific Officer, and Michael MacArthur resigned as our
Secretary. The board of directors appointed Mr. Mangiarelli as the new
President, Chief Financial Officer, and Secretary. In addition, Mr. Sanchez, Mr.
Rockwood, Virginia Sanchez, Carmen Sanchez, and Joe V. Overcash resigned as
directors of Advanced Healthcare. The outgoing directors appointed Richard
Mangiarelli to fill the vacancies on the board.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 2003, Advanced Healthcare entered into a Release and
Indemnity Agreement with Johnny Sanchez, its former President, Chief Executive
Officer, Director, and majority stockholder, pursuant to which Advanced
Healthcare sold the all of its membership interest in Nutratek, LLC, a Utah
limited liability company and wholly-owned subsidiary of Advanced Healthcare, to
Mr. Sanchez in exchange for Mr. Sanchez's agreement to do the following: (a)
release Advanced Healthcare from any and all claims that Mr. Sanchez may have
had against Advanced Healthcare; (b) indemnify Advanced Healthcare for any and
all claims against or liabilities of Advanced Healthcare that existed before
June 30, 2004, and (c) to cooperate with and assist Advanced Healthcare in
connection with its reporting obligations or filing requirements under the
Securities Act of 1933, as amended, and Securities Exchange Act of 1934, as
amended, and to deliver such other instruments and take such other actions as
may be reasonably requested by Advanced Healthcare in order to carry out the
intent of the Agreement.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
2.1 Stock Purchase Agreement by and among Johnny Sanchez and
Richard Mangiarelli dated as of June 30, 2004.
10.1 Release and Indemnity Agreement by and among Advanced
Healthcare Technologies, Inc. and Johnny Sanchez dated as of June
30, 2004.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED HEALTHCARE TECHNOLOGIES, INC.
(Registrant)
Date: July 15, 2004
By: /s/ Richard Mangiarelli
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Richard Mangiarelli, President
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