ADVANCED HEALTHCARE TECHNOLOGIES, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made as of the 30th day of
June, 2004, by and between Richard Mangiarelli, an individual (the "Purchaser")
and Johnny Sanchez (the "Seller").
RECITALS
A. The Seller owns 126,000,000 shares (the "Shares") of common stock, par
value $0.001 per share (the "Common Stock") of Advanced Healthcare Technologies,
Inc., a Nevada corporation (the "Company").
B. The Seller desires to sell the Shares to the Purchaser, and the
Purchaser desires to purchase the Shares from the Seller, on the terms and
subject to the conditions set forth herein.
AGREEMENT
It is agreed as follows:
1. PURCHASE AND SALE OF SHARES. In reliance upon the representations and
warranties of the Seller and the Purchaser contained herein and subject to the
terms and conditions set forth herein, at Closing, the Purchaser shall purchase,
and the Seller shall sell to the Purchaser, the Shares, at a purchase price of
$0.0238 per Share or an aggregate of $300,000.00 (the "Purchase Price").
2. CLOSING(S).
2.1 Date and Time. Subject to all of the terms and conditions set forth
in this Agreement being satisfied, the closing of the sale of Shares
contemplated by this Agreement (the "Closing") shall take place at the offices
of the Purchaser's counsel or at such other place as the Seller and the
Purchaser shall agree in writing concurrently with the execution of this
Agreement (the "Closing Date").
2.2 Deliveries by Purchaser. The Purchaser shall deliver a check or
wire transfer pursuant to the instructions set forth on Schedule 2.2 in the
amount of the Purchase Price for each Share purchased.
2.3 Deliveries by Seller. At the Closing, the Seller will deliver the
following to the Purchaser:
2.3.1 The certificates representing the Shares, duly endorsed or
delivered with blank stock powers appropriately executed, in either case with
medallion signature guarantees, in the name of the Purchaser, against delivery
to the Seller by the Purchaser of the items set forth in paragraph 2.2 above.
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2.3.2 The complete original articles of incorporation, bylaws,
minutes, and other corporate books and records, all as amended to date, of the
Company.
2.3.3 A certified list of stockholders from the transfer agent of
the Company, dated as of the date of Closing.
2.3.4 All accounting books and records for the Company for the
period commencing January 1, 2001 through the present.
2.3.5 A list of all SEC and EDGAR codes for the Company.
2.3.6 Resolutions of the board of directors appointing Richard
Mangiarelli as a director of the Company, to become effective at the Closing.
2.3.7 Resignations of Johnny Sanchez, Virginia Sanchez, Carmen
Sanchez, Joe V. Overcash, and Joel Rockwood as directors of the Company.
2.3.8 Resignations of Johnny Sanchez, Joel Rockwood, and Michael
MacArthur from their positions as officers of the Company.
2.3.9 A letter of instruction to the transfer agent of the Company
signed by Johnny Sanchez on behalf of the Company advising the transfer agent of
the change of officers and directors contemplated by this Agreement.
2.3.10 A letter to the Company's current certifying accountants
signed by Johnny Sanchez on behalf of the Company advising the certifying
accountants of the change of officers and directors contemplated by this
Agreement.
2.3.11 A Release and Indemnity Agreement (the "Release and
Indemnity Agreement") in the form attached hereto as Exhibit 2.3.11, duly
executed by the Seller and the Company.
2.3.12 Evidence satisfactory to the Purchaser or his counsel that
all liabilities of the Company have been satisfied, compromised, or otherwise
extinguished.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER.
As a material inducement to the Purchaser to enter into this Agreement and
to purchase the Shares, the Seller represents and warrants that the following
statements are true and correct in all material respects as of the date hereof
and will be true and correct in all material respects at Closing, except as
expressly qualified or modified herein.
3.1 Organization and Good Standing. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada and has full corporate power and authority to enter into and perform its
obligations under this Agreement, and to own its properties and to carry on its
business as presently conducted and as proposed to be conducted. The Company is
duly qualified to do business as a foreign corporation in every jurisdiction in
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which the failure to so qualify would have a material adverse effect upon the
Company.
3.2 Capitalization. The Company is authorized to issue 500,000,000 shares
of Common Stock of which, as of the date hereof, 240,000,200 shares are issued
and outstanding. All outstanding shares of Common Stock have been duly
authorized and validly issued, and are fully paid, nonassessable, and free of
any preemptive rights. There are no outstanding options, warrants, rights,
subscriptions, calls, contracts or other agreements to issue, purchase or
acquire, or securities convertible into, shares of capital stock or other
securities of any kind representing an ownership interest in the Company, and,
except as set forth on Schedule 3.2, the Seller is not a party to any proxy,
voting trust or other agreement with respect to the voting of the Company's
Common Stock. There are no outstanding contractual obligations of the Company to
repurchase, redeem or otherwise acquire any shares of Common Stock of the
Company.
3.3 Validity of Transactions. This Agreement, and each document executed
and delivered by the Seller in connection with the transactions contemplated by
this Agreement, have been duly authorized, executed and delivered by the Seller
and is each the valid and legally binding obligation of the Seller, enforceable
in accordance with its terms, except as limited by applicable bankruptcy,
insolvency reorganization and moratorium laws and other laws affecting
enforcement of creditor's rights generally and by general principles of equity.
3.4 Valid Issuance of Shares. The Shares that are being sold to the
Purchaser hereunder are duly and validly issued, fully paid and nonassessable
and free of restrictions on transfer, other than restrictions on transfer under
this Agreement and under applicable federal and state securities laws, will be
free of all other liens and adverse claims.
3.5 Title to Shares. The Seller is the sole record and beneficial owner of
the Shares, free and clear of all liens, encumbrances, equities, assessments and
claims, and, upon delivery of the Shares by the Seller and payment of the
Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller
will transfer to the Purchaser valid legal title to the Shares, free and clear
of all liens, encumbrances, equities, assessments and claims.
3.6 No Violation. The execution, delivery and performance of this
Agreement will not violate any law or any order of any court or government
agency applicable to the Company, as the case may be, or the Articles of
Incorporation or Bylaws of the Company, and will not result in any breach of or
default under, or, except as expressly provided herein, result in the creation
of any encumbrance upon any of the assets of the Company pursuant to the terms
of any agreement or instrument by which the Company or any of its assets may be
bound. No approval of or filing with any governmental authority is required for
the Company to enter into, execute or perform this Agreement.
3.7 SEC Reports and Financial Statements.
3.7.1 The Company has delivered or made available to the Purchaser
accurate and complete copies (excluding copies of exhibits) of each report,
registration statement and definitive proxy statement filed by the Company with
the SEC since January 1, 1999 (collectively, with all information incorporated
by reference therein or deemed to be incorporated by reference therein, the "SEC
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Reports"). All statements, reports, schedules, forms and other documents
required to have been filed by the Company with the SEC have been so filed on a
timely basis, except as indicated in such SEC Reports. As of the time it was
filed with the SEC (or, if amended or superseded by a filing prior to the date
of this Agreement, then on the date of such filing): (i) each of the SEC Reports
complied in all material respects with the applicable requirements of the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended; and (ii) none of the SEC Reports contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
3.7.2 Except for the pro forma financial statements, the consolidated
financial statements contained in the SEC Reports: (i) complied as to form in
all material respects with the published rules and regulations of the SEC
applicable thereto; (ii) were prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered (except as may be indicated in
the notes to such financial statements and, in the case of unaudited statements,
as permitted by Form 10-QSB of the SEC, and except that unaudited financial
statements may not contain footnotes and are subject to normal and recurring
year-end audit adjustments which will not, individually or in the aggregate, be
material in amount); and (iii) fairly present, in all material respects, the
consolidated financial position of the Company and its consolidated subsidiaries
as of the respective dates thereof and the consolidated results of operations of
the Company and its consolidated subsidiaries for the periods covered thereby.
All adjustments considered necessary for a fair presentation of the financial
statements have been included.
3.8 Subsidiaries. Except as set forth in the SEC Reports, the Company does
not own, directly or indirectly, any equity or debt securities of any
corporation, partnership, or other entity.
3.9 Litigation. Except as set forth in the SEC Reports, there are no suits
or proceedings (including without limitation, proceedings by or before any
arbitrator, government commission, board, bureau or other administrative agency)
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any of its subsidiaries which, if adversely determined, would have a
material adverse effect on the consolidated financial condition, results of
operations, prospects or business of the Company, and neither the Company nor
any of its subsidiaries are subject to or in default with respect to any order,
writ, injunction or decree of any federal, state, local or other governmental
department.
3.10 Taxes. Federal income tax returns and state and local income tax
returns for the Company and its subsidiaries have been filed as required by law;
all taxes as shown on such returns or on any assessment received subsequent to
the filing of such returns have been paid, and there are no pending assessments
or adjustments or any income tax payable for which reserves, which are
reasonably believed by the Company to be adequate for the payment of any
additional taxes that may come due, have not been established. All other taxes
imposed on the Company and its Subsidiaries have been paid and any reports or
returns due in connection herewith have been filed.
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3.11 Securities Law Compliance. Assuming the accuracy of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, the offer, sale and delivery of the Shares will constitute an
exempted transaction under the Securities Act of 1933, as amended and now in
effect ("Securities Act"), and registration of the Shares under the Securities
Act is not required. The Company shall make such filings as may be necessary to
comply with the Federal securities laws and the blue sky laws of any state,
which filings will be made in a timely manner.
3.11 Liabilities. The Company has no liabilities, contingent or otherwise.
The Company maintains and will continue to maintain a standard system of
accounting established and administered in accordance with generally accepted
accounting principles.
3.12 Qualifications, Legal and Investment. All authorizations, approvals,
or permits, if any, of any governmental authority or regulatory body of the
United States including "blue sky" filings in any state that are required in
connection with the lawful sale of the Shares pursuant to this Agreement have
been or will be, on a timely basis, duly obtained and are effective. No stop
order or other order enjoining the sale of the Shares have been issued and no
proceedings for such purpose are pending or, to the knowledge of the Seller,
threatened by the SEC, or any commissioner of corporations or similar officer of
any state having jurisdiction over this transaction. The sale of the Shares is
legally permitted by all laws and regulations to which the Purchaser, the
Seller, and the Company are subject.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
The Purchaser hereby represents, warrants, and covenants with the Seller
as follows:
4.1 Legal Power. The Purchaser has the requisite power to enter into this
Agreement, to purchase the Shares hereunder, and to carry out and perform his
obligations under the terms of this Agreement.
4.2 Due Execution. This Agreement has been duly executed and delivered by
Purchaser, and, upon due execution and delivery by the Company, this Agreement
will be a valid and binding agreement of the Purchaser.
4.3 Receipt and Review of SEC Reports. The Purchaser represents that he
has received and reviewed the SEC Reports and have been given full and complete
access to the Company for the purpose of obtaining such information as the
Purchaser or his qualified representative have reasonably requested in
connection with the decision to purchase the Shares. The Purchaser represents
that he has been afforded the opportunity to ask questions of the officers of
the Company regarding its business prospects and the Shares, all as the
Purchaser or his qualified representative have found necessary to make an
informed investment decision to purchase the Shares.
4.4 Restricted Securities. The Purchaser has been advised that the Shares
have not been registered under the Securities Act or any other applicable
securities laws and that the Shares are being offered and sold pursuant to the
so-called "Section 4(1 1/2) exemption" of the Securities Act, and that the
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Seller's reliance upon the so-called "Section 4(1 1/2) exemption" is predicated
in part on the Purchaser's representations as contained herein.
4.4.1 The Purchaser is an "accredited investor" as defined under Rule
501 under the Securities Act.
4.4.2 The Purchaser acknowledges that the Shares have not been
registered under the Securities Act or the securities laws of any state and are
being offered, and will be sold, pursuant to applicable exemptions from such
registration for nonpublic offerings and will be sold as "restricted securities"
as defined by Rule 144 promulgated pursuant to the Securities Act. The Shares
may not be resold in the absence of an effective registration thereof under the
Securities Act and applicable state securities laws unless, in the opinion of
the Company's counsel, an applicable exemption from registration is available.
4.4.3 The Purchaser is acquiring the Shares for his own account, for
investment purposes only and not with a view to, or for sale in connection with,
a distribution, as that term is used in Section 2(11) of the Securities Act, in
a manner which would require registration under the Securities Act or any state
securities laws.
4.4.4 The Purchaser understands and acknowledges that the Shares will
bear the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE
SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE
HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH
ACT OR ACTS.
4.4.5 The Purchaser acknowledges that an investment in the Shares is
not liquid and is transferable only under limited conditions. The Purchaser
acknowledges that such securities must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption from such
registration is available. The Purchaser is aware of the provisions of Rule 144
promulgated under the Securities Act, which permits limited resale of securities
purchased in a private placement subject to the satisfaction of certain
conditions and that such Rule is not now available and, in the future, may not
become available for resale of the Shares.
4.5 Purchaser Sophistication and Ability to Bear Risk of Loss. The
Purchaser acknowledges that he is able to protect his interests in connection
with the acquisition of the Shares and can bear the economic risk of investment
in such securities without producing a material adverse change in Purchaser's
financial condition. The Purchaser otherwise has such knowledge and experience
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in financial or business matters that he is capable of evaluating the merits and
risks of the investment in the Shares.
4.6 Purchases by Groups. The Purchaser represents, warrants, and covenants
that he is not acquiring the Shares as part of a group within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
5. FURTHER ASSURANCES; COOPERATION. Each party hereto will, before, at,
and after the Closing, execute and deliver such instruments and take such other
actions as the other party or parties, as the case may be, may reasonably
require in order to carry out the intent of this Agreement. Without limiting the
generality of the foregoing, at any time after the Closing, at the request of
the Company or the Purchaser, and without further consideration, the Seller (a)
will execute and deliver such instruments of sale, transfer, conveyance,
assignment and confirmation and take such action as the Company or the Purchaser
may reasonably deem necessary or desirable in order to more effectively
transfer, convey and assign to the Purchaser, and to confirm the Purchaser's
title to, the Shares, and (b) will execute such documents as and take such
action as the Company or the Purchaser may reasonably deem necessary or
desirable in order to prepare and file any future SEC Reports that the Company
seeks to file with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
6. MISCELLANEOUS.
6.1 Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California.
6.2 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto.
6.3 Entire Agreement. This Agreement and the Exhibits hereto and thereto,
and the other documents delivered pursuant hereto and thereto, constitute the
full and entire understanding and agreement among the parties with regard to the
subjects hereof and no party shall be liable or bound to any other party in any
manner by any representations, warranties, covenants, or agreements except as
specifically set forth herein or therein. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties hereto and
their respective successors and assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
6.4 Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, it shall to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
6.5 Amendment and Waiver. Except as otherwise provided herein, any term of
this Agreement may be amended, and the observance of any term of this Agreement
may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or
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indefinitely), with the written consent of the Seller and the Purchaser. Any
amendment or waiver effected in accordance with this Section shall be binding
upon each future holder of any security purchased under this Agreement
(including securities into which such securities have been converted) and the
Seller.
6.6 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be effective when delivered personally,
or sent by telex or telecopier (with receipt confirmed), provided that a copy is
mailed by registered mail, return receipt requested, or when received by the
addressee, if sent by Express Mail, Federal Express or other express delivery
service (receipt requested) in each case to the appropriate address set forth
below:
If to the Seller: Johnny Sanchez
10421 South Jordan Gateway # 550
South Jordan, Utah 84095
If to the Purchaser: Richard Mangiarelli
2820 La Mirada, Suite H
Vista, CA 92081
6.7 Titles and Subtitles. The titles of the paragraphs and subparagraphs
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
PURCHASER: RICHARD MANGIARELLI
/s/ Richard Mangiarelli
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SELLER: JOHNNY SANCHEZ
/s/ Johnny Sanchez
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(Signature Page to Stock Purchase Agreement)
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