SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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) March 10, 2003
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VITAL HEALTH TECHNOLOGIES, INC.
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(Exact name of Registrant as Specified in Charter)
Minnesota 000-15243 41-16181861
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
9454 Wilshire Boulevard, Suite 600
Beverly Hills, California 90212
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: 310-278-3108
855 Village Center Drive, North Oaks, MN 55127
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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
Acquisition
Vital Health Technologies, Inc. (the "Registrant"), on March 18, 2003, executed
and entered into a Share Exchange Agreement (the "Exchange Agreement"), dated as
of March 10, 2003, by and between the Registrant and Caribbean American Health
Resorts,Inc. (the "Seller"). Pursuant to the Exchange Agreement, on the "Closing
Date", the Registrant will acquire (the "Acquisition") from the shareholders of
Seller all of the issued and outstanding equity interests of Caribbean American
Health Resorts,Inc. (the "Shares"). The Closing of the transactions described
herein shall take place on such date (the "Closing" or "Closing Date") as
mutually determined by the parties when all conditions precedent have been met
and all required documents have been delivered, which Closing is expected to be
on or about the date of approval or effectiveness by the SEC of any registration
statement or proxy filings required by this transaction, unless extended by
mutual consent of all parties hereto. As consideration for the Shares, the
Registrant will issue 8,109,709 shares of its common stock to the shareholders
of Seller. Subsequent to the closing of this transaction, and a concurrent
transaction whereby certain shareholders of the Registrant are selling 1,640,709
common shares, the remaining stockholders of Registrant shall retain 250,000
shares, or 2 1/2% of the issued and outstanding common stock of Registrant on an
anti-dilutive basis (only for 90 days after the closing) in comparison to the
shareholders of CAHR who shall be receiving 97 1/2% of the issued and
outstanding common stock of VHI.
As part of this transaction, certain existing shareholders of Registrant shall
form a separate entity for the sole purpose of purchasing the heart screening
technology of Registrant in exchange for returning to Registrant 1,850,000
shares of Registrant common stock presently held by such shareholders.
The consideration for the acquisition was determined through arms length
negotiations between the management of the Registrant and the Seller.
Election of New Directors and Officers
Effective March 10, 2003, Mr.Halton Martin was appointed as a member of the
Board of Directors of the Registrant.
On the execution date(March 18, 2003) of the Exchange Agreement, Lloyd Woelfle
and Stephen Musscanto resigned their positions as officers of the Registrant and
as members of the Registrant's Board of Directors, effectively immediately. As
of that date, Mr. Halton Martin is the sole remaining member of the Board of
Directors and is the Registrant's Chief Executive Officer and Chief Accounting
Officer.
Hal Martin is the President and Chief Executive Officer of the company. He has
over 20 years experience in the business and financial industry. Mr. Martin
served as President of the Royal Caribbean Hotel Corporation in Barbados. During
that period, Mr. Martin gained extensive experience in the marketing, financial
and business operations of the hospitality industry. Mr. Martin owned and
operated a full fine insurance agency and was a General Agent for California
Western States Life Insurance Company in Sacramento, California. He was Licensed
Registered Representative with the National Association of Securities' Dealers
from 1972 to 1983 and was associated with several brokerage firms nationally.
Mr. Martin has spent several years working with young resident physicians at the
Martin Luther King and Harbor General Hospitals. He developed many financial
programs for the doctors. In 1995, Mr. Martin became the Secretary of the
Board of Trustees for Quantum University. This University is a Chiropractic
Facility with studies in the areas of alternative medicine. He also became the
Vice President of Business Development for said University. Mr. Martin has been
involved in the politics of the Caribbean and took part in the general election.
He has spoken at many business seminars and was a featured speaker at the CACCI
Annual Conference in New York's world Trade Center on "Doing Business in the
Caribbean." Mr. Martin is a member of the Association of Governing Board of
Universities and Colleges. He maintains a consulting practice in the Health Care
Industry in Los Angeles. Mr. Martin holds a Bachelor of Science degree in
Accounting and Finance from DeVry Institute of Technology in Southern
California. Mr. Martin has extensive experience in dealing with all types of
investors, underwriters, physicians and industry personnel and is capable in
providing the leadership necessary to complete the company's offering.
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Item 5. Other Events.
As of March 18, 2003 the Registrant has moved its principal executive offices
from 855 Village Center Drive, North Oaks, Minnesota 55127. to 9454 Wilshire
Boulevard, Suite 600 Beverly Hills, California 90212
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c) Exhibits.
4.1 Share Exchange Agreement dated March 10, 2003 between the Registrant
and Caribbean American Health Resorts, Inc.
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.
VITAL HEALTH TECHNOLOGIES, INC.
Date: March 25, 2003 By: /s/ Halton Martin
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Name: Halton Martin
Title: Chief Executive Office
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