UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 30, 2004
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GLOBAL RESOURCE CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 000-50944 84-1565820
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) 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: (858) 646-7410
ADVANCED HEALTHCARE TECHNOLOGIES, INC.
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(C) under the Exchange
Act (17 CFR 240.13e-4(c))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 15, 2004, Global Resource borrowed $25,000 from Javelin
Holdings, Inc. and, in connection therewith, delivered a convertible debenture
to Javelin Holdings in the principal amount of $25,000. The note is due on
February 1, 2005 and bears interest at a rate of eight percent (8%). The note is
convertible into shares of Global Resource's common stock at a floating
conversion price of fifty percent (50%) of the closing bid price per share on
the day of conversion, or at the lowest price allowable as set by Global
Resource in an effective registration statement or exemption notification as
filed with the Securities and Exchange Commission. Global Resource is obligated
to register the resale of the shares of common stock issuable upon conversion of
the debenture under the Securities Act of 1933, as amended, or to otherwise
provide an acceptable exemption to registration under Regulation E of the
Securities Act of 1933, as amended. The issuance was exempt under Section 4(2)
of the Securities Act.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Not applicable.
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Not applicable.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
See Item 1.01
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
Not applicable.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
Not applicable.
ITEM 2.06 MATERIAL IMPAIRMENTS.
Not applicable.
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SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD: TRANSFER OF LISTING.
Not applicable.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
1. On September 15, 2004, Global Resource borrowed $25,000 from Javelin
Holdings, Inc. and, in connection therewith, delivered a convertible debenture
to Javelin Holdings in the principal amount of $25,000. The note is due on
February 1, 2005 and bears interest at a rate of eight percent (8%). The note is
convertible into shares of Global Resource's common stock at a floating
conversion price of fifty percent (50%) of the closing bid price per share on
the day of conversion, or at the lowest price allowable as set by Global
Resource in an effective registration statement or exemption notification as
filed with the Securities and Exchange Commission. Global Resource is obligated
to register the resale of the shares of common stock issuable upon conversion of
the debenture under the Securities Act of 1933, as amended, or to otherwise
provide an acceptable exemption to registration under Regulation E of the
Securities Act of 1933, as amended. The issuance was exempt under Section 4(2)
of the Securities Act.
2. On September 27, 2004, Global Resource commenced an offering of up to
1,000,000,000 shares its common stock at an offering price per share between
$0.005 and $0.05. To date, Global Resource has sold approximately 1,960,000
shares pursuant to the offering, including approximately 175,000 upon conversion
of a portion of the debenture described above. The issuance was exempt pursuant
to Section 3(b) of the Securities Act and Regulation E thereunder.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Not applicable.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
Not applicable.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On September 15, 2004, pursuant to the amended and restated bylaws of
Global Resource, the sole director of Global Resource increased the number of
directors of Global Resource to six and appointed Richard F. Schmidt, John E.
Jordan, Bruce G. Caldwell, Paul Ferandell and Joost H. Van Adelsberg, Jr. to
fill these positions.
The following is a brief summary of the business experience of each of the
appointed directors:
Richard F. Schmidt, 41, has an extensive background in corporate finance,
with over 15 years of direct financial and tax management experience. Mr.
Schmidt is currently the chief financial officer and a director of Cybertel
Capital Corp., a publicly traded company on the OTC Bulletin Board. Mr. Schmidt
formerly worked as the Senior Vice President of Iseki, Inc., an international
sales and leasing company, assisting with the management and review of its
administrative, legal and human resources. Previously at Iseki, Inc., Mr.
Schmidt had served as chief financial officer. He also served as a manager and
multinational tax and business consultant for Coopers & Lybrand. Mr. Schmidt is
a Certified Public Accountant licensed in California.
John E. Jordan, 65, in 1959 founded the Jordan Companies, a group of
privately held, diversified companies engaged in energy related engineering,
manufacturing and marketing activities, defense and aerospace consulting and
international negotiations and representation. He has served as chief executive
officer and president of these companies for over 20 years. Mr. Jordan is a
graduate of Stanford University, the Marine Corps Command and Staff College, the
National Defense University-Industrial College of the Armed Force program, the
Naval War College, and served as an Officer in both the U.S. Air Force and the
Marine Corps. Mr. Jordan is a director of Cybertel Capital Corp., a publicly
traded company on the OTC Bulletin Board.
Bruce G. Caldwell, 62, is the owner of CeramixGolf.com, a golf club
manufacturing firm in Carlsbad, California. After retiring from a 25-year career
in education, Dr. Caldwell became the Vice President of national sales for
Public Storage Incorporated as was a Registered Principal with P.S. Securities.
He retired from that career after 10 years of service. He was also a partner in
the ownership of Conroy's Flowers, a national flower franchise company. Mr.
Caldwell sold his interest in Conroy's Flowers and became a Vice President of
Development for Pixel Inc., a digital multi-media production firm. Mr. Caldwell
is a director of Cybertel Capital Corp., a publicly traded company on the OTC
Bulletin Board.
Paul Ferandell, 60, founded Ferandell Tennis Courts, Inc. in 1975 and has
five offices located through out California, building, resurfacing and
maintaining commercial and residential tennis courts. Mr. Ferandell is a
director of Cybertel Capital Corp., a publicly traded company on the OTC
Bulletin Board.
Joost H. van Adelsberg, Jr., 45, is a Certified Public Accountant with
over 20 years' experience in helping to design and implement domestic and
international tax, accounting and business solutions for multi-national
companies and individuals. His professional experience includes over 15 years of
Big Five accounting with PricewaterhouseCoopers, LLP (formerly Coopers &
Lybrand, LLP), Kenneth Leventhal & Company and, currently, his own practice. Mr.
van Adelsberg's background includes an emphasis in real estate and tax. He also
has extensive experience working with various bankruptcy trustees and receivers.
Mr. van Adelsberg is a member of the AICPA and the California Society of CPA's.
Mr. Adelsberg is a director of Cybertel Capital Corp., a publicly traded company
on the OTC Bulletin Board.
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS: CHANGE IN FISCAL
YEAR.
On August 30, 2004, stockholders holding 126,000,000 shares of pre-split
common stock, which was, at the time, a majority of the voting power of Global
Resource, took action by written consent for the purpose taking the following
action:
1. Approving an amendment to Global Resource's articles of incorporation
to do the following:
(a) increase the number of shares of common stock
that Global Resource is authorized to issue from 500,000,000
to 2,000,000,000;
(b) increase the number of shares of undesignated
preferred stock that Global Resource is authorized to issue
from 5,000,000 to 50,000,000;
(c) authorize the board of directors, without the
consent of the stockholders of Global Resource, to adopt any
recapitalization affecting the outstanding shares of capital
stock of Global Resource by effecting a forward or reverse
split of all of the outstanding shares of any class of capital
stock of Global Resource, with appropriate adjustments to
Global Resource's capital accounts, provided that the
recapitalization does not require any amendment to the
Articles of Incorporation of Global Resource; and
(d) change the name of the corporation to "Global
Resource Corporation."
This amendment became effective on September 10, 2004.
On August 30, 2004, Global Resource amended and restated its bylaws. The
amended and restated bylaws were revised primarily to comply with the laws of
the State of Nevada instead of the State of Colorado, the company's original
state of incorporation, to allow for 60 days notice of stockholder meetings
instead of 50 days notice, to increase the maximum number of directors we may
have from five (5) to seven (7), and to change the requirement of a unanimous
vote to a majority vote of the directors on certain matters.
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS.
Not applicable.
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS.
Not applicable.
SECTION 6 - [RESERVED]
Not applicable.
SECTION 7 - REGULATION FD
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ITEM 7.01 REGULATION FD DISCLOSURE.
Not applicable.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
1. Effective September 13, 2004, Global Resource effected a 1-for-100
reverse stock split of its outstanding common stock. The number of shares of
authorized common stock was not changed by this reverse stock split.
2. On September 17, 2004, Global Resource registered its common stock with
the Securities and Exchange Commission pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended.
3. On September 17, 2004, Global Resource elected to be subject to the
provisions of Sections 55 through 65 of the Investment Company Act of 1940, as
amended.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
3(i) Certificate of Amendment to Articles of Incorporation
3(ii) Amended and Restated Bylaws
4.1 8% Convertible Debenture
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GLOBAL RESOURCE CORPORATION
(Registrant)
Date: November 12, 2004 By: /s/ Richard Mangiarelli
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Richard Mangiarelli, President
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