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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
December 11, 2001
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ALTRIMEGA HEALTH CORPORATION
(Exact name of small business issuer as specifies in its charter)
Nevada 000-29057 87-0631750
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(State or other Jurisdiction) (Commission File Number) (IRS Employer
Identification No.)
5600 Bell Street, Suite 111, Amarillo, Texas 79106
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (806) 331-6398
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Item 9. Regulation FD Disclosure.
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Since November 28, 2001, the Registrant has issued a series of press releases
that have attempted to characterize the Registrant's proposed acquisition of
100% of the ownership interest in Advanced Messaging Wireless, Inc., a Texas
corporation ("Advanced"). Advanced is engaged in the business of providing
telecommunication services to customer in the West Texas region and adjoining
states. The press releases issued by the Registrant are summarized below:
1) On November 28, 2001, the Registrant issued a press release announcing
that the Registrant had entered into a Letter of Intent with Advanced to
acquire 100% of the outstanding shares of Advanced in exchange for shares of
the Registrant's common stock. No terms of the proposed transaction were
disclosed.
2) On December 11, 2001, the Registrant issued a press release announcing
that the Registrant had signed an "Exchange Agreement" with Advanced. No terms
of the Exchange Agreement were disclosed.
3) On December 14, 2001, the Registrant issued a press release announcing
that Christopher M. Early had been appointed President and Chief Executive
Officer of the Registrant. Mr. Early was the founder of Advanced and in
connection with Mr. Early's appointment, the Registrant had relocated its
principal offices to Amarillo, Texas. The press release stated that the
Registrant anticipated revenues in excess of $12.0 over the year and that
growth through acquisitions and expansion should exceed 40%, while net income
would be at least 20%. The press release further stated that the Registrant
had numerous acquisitions in various stages of negotiations and expected to
release additional information in the near further along with a proposed
change of name. No terms of the proposed transaction acquisitions were
disclosed.
4) On January 4, 2002, the Registrant issued a press release announcing that
it had signed a Letter of Intent with Excel Wireless, Inc. ("Excel"), of
Albuquerque, New Mexico, to acquire 100% of the outstanding stock of Excel,
subject to completion of due diligence, with a closing to take place prior to
January 31, 2002. No terms of the proposed acquisition of Excel were
disclosed.
5) On January 31, 2002, the Registrant filed with the SEC a preliminary
schedule 14C and relating preliminary information statement (the "Pre 14C"),
wherein the Registrant proposed amending its corporate charter to change the
Registrant's name to Advanced Communications, Inc. and increase its authorized
common stock from 50,000,000 shares to 100,000,000 shares. In addition, the
Registrant sought the ratification of the appointment of certain individuals
to the Registrant's board of directors.
The Pre 14C stated that in December 2001, the Registrant completed a
share exchange with the shareholders of Advanced, wherein the Advanced
shareholders received shares of the Registrant's common stock. The Pre 14C
further stated that former controlling shareholders caused to be cancelled a
similar number of shares of the Registrant's common stock as that number
issued to the Advanced Shareholders and that the officers and directors of the
Registrant had resigned and that Advanced's nominees had been appointed to
take their place. No specific terms of the share exchange were disclosed.
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6) On February 26, 2002, the Registrant issued a press release announcing
that Christopher Early had been replaced as President and Chief Executive
Officer of the Registrant, that the Kelly Magee had been appointed to replace
Mr. Early as Chief Executive Officer, with the position of President to remain
unfilled until the board of directors named a replacement. The press release
further stated that the Registrant had filed an application with the SEC to
change the Registrant's name to Advanced Communications, Inc.
7) On February 28, 2002, the Registrant issued a press release announcing
that it had acquired Communication Syndicate, Inc., of San Antonio, Texas
("CSI"). No terms of the proposed acquisition of CSI were disclosed. Mr.
Magee, the Registrant's new Chief Executive Officer, is quoted as saying that
the acquisition is the first step in the implementation of the Registrant's
business plan, that the acquisition of CSI and its customer base would jump
start the Registrant's expansion into lucrative markets in West Texas, and
that the Registrant is in the final process of closing additional acquisitions
identified in its business plan.
The December 11, 2001 press releases was not specific in identifying that the
Exchange Agreement between the Registrant and Advanced, although executed by
the parties, is subject to the completion of certain conditions precedent, and
thus will not close until such time as the parties comply with the terms of
the conditions.
The December 14, 2001 press release contained confusing forward looking
information regarding Advanced's anticipated revenues, growth and net income,
without additional explanation as to how the projections related to the
Registrant's and Advances's business operations and really offers no useful
information.
The Pre 14C that was filed with the SEC incorrectly stated that because the
Registrant had executed the Exchange Agreement in December 2001, that the
proposes share exchange between the Registrant and Advanced had taken place
and that the Advanced shareholders had been issued shares, while former
controlling shareholders had submitted their shares for cancellation. A
correct depiction of transaction is that the Exchange Agreement was executed
in December 2001, however the Closing of the transaction and the actual share
exchange with the Advanced shareholder was subject to Advanced meeting certain
conditions precedent. None of the Registrant's shares have been issued to the
Advanced shareholders in connection with the proposed share exchange and none
of the Registrant's shares have been submitted for cancellation. See
"Proposed Acquisition of Advanced" below.
The January 4, 2002 and February 28, 2002 press releases have incorrectly
identified the Registrant as the acquirer of Excel and CSI. The Exchange
Agreement provides for Advanced to make the acquisitions prior to closing the
share exchange with the Registrant. The Registrant is filing this Form 8-K and
the additional information included under this Item 9. in an effort to clarify
the terms of the proposed acquisition of Advanced and to enhance information
that has previously been disseminated by the Registrant to the public.
Proposed Acquisition of Advanced
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Set forth below is a summary of the key terms of Exchange Agreement entered
into between the Registrant and Advanced on December 11, 2001. The following
summary is subject to the detailed provisions of the Exchange Agreement has
been attached to this report as an exhibit to this report and is incorporated
herein by this reference.
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1) Exchange of Interests. Subject to the conditions set forth in the
Exchange Agreement, on the Closing Date (as defined below), the Advanced
Stockholders will exchange all of their respective ownership interest in
Advanced (the "Advanced Shares"), which interests shall represent 100% of the
ownership interest in Advanced, for an aggregate of 10,000,000 restricted
shares of Altrimega common stock (the "Altrimega Common Stock"). Such shares
of Altrimega Common Stock shall be issued pro rata based on the percentage of
ownership interest held as of the Closing Date.
2) Operation as Wholly-Owned Subsidiary. After giving effect to the
transaction, Altrimega will 100% of the ownership interest of Advanced and
Advanced will be a wholly-owned subsidiary of Altrimega operating under the
name Advanced Messaging Wireless, Inc., or such other name as Altrimega may
determine.
3) Closing. The Closing contemplated under the Exchange Agreement shall be
held at a mutually agreed upon time and place on the completion and
satisfaction of the conditions set forth in Articles IV and V of the Exchange
Agreement (the "Closing Date").
4) Conditions Precedent to Obligations of Advanced. The obligations of
Advanced under the Exchange Agreement are subject to, among other things,
Altrimega shareholders' approval.
5) Conditions Precedent to Obligations of Altrimega. The obligation of
Altrimega to complete the terms of the Exchange Agreement are contingent on,
among other things, Advanced completing the acquisition of Excel Wireless,
Inc. ("Excel") and Communication Syndicate, Inc. ("CSI"), two retail
communications services providers. Advanced is to make the acquisitions in
exchange for shares of the capital stock of Advanced and/or cash, so that on
the Closing Date, any shares of capital stock issued by Advanced in connection
with the acquisitions of Excel and CSI will be exchanged pro rata by the
Advanced Stockholders in exchange for Altrimega Common Stock. In addition,
Advanced shall provide Altrimega with the financial information for Excel and
CSI required under Item 310(c) of Regulation S-B, promulgated under the
Securities Act. Advanced must also obtain shareholder approval.
(c) Exhibits. The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
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2.01 2 Exchange Agreement, dated December 11, This Filing
2001, between the Registrant and
Advanced Messaging Wireless, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
ALTRIMEGA HEALTH CORPORATION
(Registrant)
Date: March 27, 2002 /S/Kelley Magee, Chief Executive Officer