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) December 1, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 1, 2003, Royal Caribbean Hotels Limited ("Seller") entered into an
Asset Sale Agreement ("Agreement") with Caribbean American Health Resorts
(Barbados) Inc. ("Purchaser"), a wholly owned subsidiary of Vital Health
Technologies, Inc. ("Registrant") regarding the sale of certain real estate
properties located in Christ Church parish, Barbados ("Acquired Assets") to
Purchaser in exchange for $1,000,000 (U.S.) cash and 2,500,000 shares of
Registrant's restricted common stock valued at $4,000,000 (U.S.). The
transaction closed on December 1, 2003. The cash portion of the purchase price
was obtained by a $1,000,000 (U.S.) one year loan from Sonsai Corporation of
Tortola Islands, B.V.I, to the Purchaser at a 12% simple annual interest,
payable monthly, principal all due at end of the term, secured by the
properties.
Halton Martin is the Chief Executive Officer and majority shareholder of the
Registrant, which is the parent of Caribbean American Health Resorts (Barbados)
Inc. and he is also a majority shareholder of the Seller. However, this
transaction, of which the purchase price was arrived at through negotiation
between the Seller and the Registrant, is deemed to be an arms length
transaction supported by bona fide appraisals and valuations of the assets
agreed to be sold and purchased using current market values.
The foregoing summary of the terms of the Asset Sale Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Asset sale Agreement, a copy of which is filed as Exhibit 10.1 hereto, and
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. It is impractical to
provide financial statements related to the transactions described herein at the
time. If required, such financial statements will be filed within sixty (60)
days of the latest required date of the filing of this Form 8-K Current Report.
(b) Pro Forma Financial Information. If required, such pro forma
financial statements will be filed within sixty (60) days of the latest required
date of the filing of this Form 8-K Current Report.
(c) Exhibits.
10.1 Asset Sale Agreement dated as of December 1, 2003 between Royal
Caribbean Hotels Limited and Registrant's subsidiary, Caribbean
American Health Resorts (Barbados), Inc.
THE REGISTRANT UNDERTAKES TO FURNISH SUPPLEMENTALLY TO THE COMMISSION UPON
REQUEST A COPY OF ANY EXHIBIT OR SCHEDULE TO THE ASSET SALE AGREEMENT.
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: December 12, 2003 By: /s/ Halton Martin
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Name: Halton Martin
Title: Chief Executive Officer
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