Edgar Filing: ADVANCED HEALTHCARE TECHNOLOGIES INC

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended March 31, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File Number 333-51058

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
(Name of small business issuer as specified in its charter)

NEVADA 84-1565820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

2820 LA MIRADA, SUITE H
VISTA, CA 92081
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (760) 599-0775
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE

-------------------

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for the most recent fiscal year were $0.00.

The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant was approximately $1,140,000 as of June
30, 2004. Shares of common stock held by each officer and director and by each
person or group who owns 10% or more of the outstanding common stock amounting
to 126,000,000 shares have been excluded in that such persons or groups may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

As of June 30, 2004, 240,000,200 shares of our common stock were
issued and outstanding.

Documents Incorporated by Reference: None.

Transitional Small Business Disclosure Format: No.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT OF ADVANCED HEALTHCARE TECHNOLOGIES, INC.

Advanced Healthcare Technologies, Inc. was incorporated on March 28,
2000 under the laws of the State of Colorado. It was originally organized to
focus on the marketing of first and second mortgages, primarily through our
website, www.emailmortgage.com. Advanced Healthcare was not successful with its
mortgage business and, in 2002, it discontinued operations, liquidated its loan
inventory and paid off its then existing liabilities.

Since that time, Advanced Healthcare has pursued the acquisition and
development of products, technologies and/or companies involved in the health
care industry with limited success. In 2002, Advanced Healthcare changed its
state of domicile from Colorado to Nevada and changed its name to Advanced
Healthcare Technologies, Inc.

In 2002, Advanced Healthcare commenced acquisition of Advanced
Hyperbaric Industries, Inc., a New Jersey based company engaged in the
manufacture and marketing of rigid extremity hyperbaric chambers and a sacral
patch device, both of which utilize oxygen therapy for the treatment of open
wounds and sores, including bedsores. The acquisition agreement was modified on
March 27, 2003.

On December 4, 2003, Advanced Healthcare acquired a 100% interest in
NutraTek, L.L.C., a Utah limited liability company which was engaged in the
wholesale distribution of dietary supplements to healthcare professionals in
exchange for one hundred and one million (101,000,000) shares of Advanced
Healthcare common stock. In connection with the acquisition of NutraTek,
Advanced Healthcare made plans to spin off and sell the intellectual properties
relating to Advanced Hyperbaric and its oxygen therapy products and business in
exchange for the assumption of the ongoing obligations of that business. The
sale of those assets and assumption of those liabilities were complete on March
31, 2004.

As a result of the acquisition transaction, NutraTek's business and
operations became the principal business and operations of Advanced Healthcare.
NutraTek researches, develops, and thereafter contracts with third parties to
manufacture its own line of nutritional dietary supplements, functional food
products and natural sweeteners. Since Advanced Healthcare acquired NutraTek, it
had intended to expand its business operations. However, expansion was subject
to Advanced Healthcare's ability to obtain additional debt or equity financing.
Advanced Healthcare was unable to obtain financing for its NutraTek operations,
and this inability to raise money to finance the healthcare related business and
the liabilities of NutraTek resulted in the decision to dispose of the
NutraTek's operations.

On June 30, 2004, Richard Mangiarelli purchased 126,000,000 shares of
Advanced Healthcare common stock from its former President, Chief Executive
Officer, Director, and majority stockholder, Johnny Sanchez. As a result, Mr.
Mangiarelli now holds approximately 52.5% of the issued and outstanding common
stock of Advanced Healthcare.

In connection with this change in control, Mr. Sanchez resigned as
Advanced Healthcare's President and Chief Executive Officer, Joel Rockwood
resigned as its Vice President and Chief Scientific Officer, and Michael
MacArthur resigned as its Secretary. The board of directors appointed Mr.
Mangiarelli as the new President, Chief Financial Officer, and Secretary. In
addition, Mr. Sanchez, Mr. Rockwood, Virginia Sanchez, Carmen Sanchez, and Joe
V. Overcash resigned as directors of Advanced Healthcare. The outgoing directors
appointed Richard Mangiarelli to fill the vacancies on the board.

On June 30, 2004, Advanced Healthcare entered into a Release and
Indemnity Agreement with Johnny Sanchez, its former President, Chief Executive
Officer, Director, and majority stockholder, pursuant to which Advanced
Healthcare sold the all of its membership interest in NutraTek to Mr. Sanchez in
exchange for Mr. Sanchez's agreement to do the following: (a) release Advanced
Healthcare from any and all claims that Mr. Sanchez may have had against
Advanced Healthcare; (b) indemnify Advanced Healthcare for any and all claims
against or liabilities of Advanced Healthcare that existed before June 30, 2004,
and (c) to cooperate with and assist Advanced Healthcare in connection with its
reporting obligations or filing requirements under the Securities Act of 1933,

as amended, and Securities Exchange Act of 1934, as amended, and to deliver such
other instruments and take such other actions as may be reasonably requested by
Advanced Healthcare in order to carry out the intent of the agreement.

BUSINESS OF ADVANCED HEALTHCARE

As a result of the spin-off of Nutratak, Advanced Healthcare
currently has no operations. Advanced Healthcare intends to either commence
operations or acquire another business with operations in which Mr. Mangiarelli
may have an equity interest. It is possible that, as a result of any acquisition
of a business in which Mr. Mangiarelli has an equity interest, Advanced
Healthcare may issue additional shares of capital stock to Mr. Mangiarelli.

Advanced Healthcare moved its principal executive offices to the
following address:

Advanced Healthcare Technologies, Inc.
2820 La Mirada, Suite H
Vista, CA 92081
(760) 599-0775

CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING INFORMATION

This annual report and the documents to which we refer you and
incorporate into this annual report by reference contain forward-looking
statements. In addition, from time to time, we, or our representatives, may make
forward-looking statements orally or in writing. These are statements that
relate to future periods and include statements regarding our future strategic,
operational and financial plans, potential acquisitions, anticipated or
projected revenues, expenses and operational growth, markets and potential
customers for our products and services, plans related to sales strategies and
efforts, the anticipated benefits of our relationships with strategic partners,
growth of our competition, our ability to compete, the adequacy of our current
facilities and our ability to obtain additional space, use of future earnings,
and the feature, benefits and performance of our current and future products and
services.

You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as "may,"
"will," "should," "expects," "anticipates," "contemplates," "estimates,"
"believes," "plans," "projected," "predicts," "potential," "seek" or "continue"
or the negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including those described in
this annual report under the heading "Risk Factors." These and other factors may
cause our actual results to differ materially from any forward-looking
statement. We caution you not to place undue reliance on these forward-looking
statements.

We base these forward-looking statements on our expectations and
projections about future events, which we derive from the information currently
available to us. Such forward-looking statements relate to future events or our
future performance. Forward-looking statements are only predictions. The
forward-looking events discussed in this annual report, the documents to which
we refer you and other statements made from time to time by us or our
representatives, may not occur, and actual events and results may differ
materially and are subject to risks, uncertainties and assumptions about us. For
these statements, we claim the protection of the "bespeaks caution" doctrine.
The forward-looking statements speak only as of the date hereof, and we
expressly disclaim any obligation to publicly release the results of any
revisions to these forward-looking statements to reflect events or circumstances
after the date of this filing.

ITEM 2. PROPERTIES

Advanced Healthcare's new corporate headquarters are located at 2820
La Mirada, Suite H, Vista, CA 92081. Current offices are adequate for its
present needs. Office space is subleased and will be increased as Advanced
Healthcare deems necessary. Advanced Healthcare believes that it will not be
difficult to find additional or alternative office space if necessary in the
foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

Advanced Healthcare is not a party to any material legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On October 28, 2003, stockholders of Advanced Healthcare holding a
majority of the voting power of Advanced Healthcare took the following action by
written consent: (i) the increase in Advanced Healthcare's authorized shares of
common stock to 500,000,000; and (ii) the acquisition of NutraTek for
140,000,000 shares of common stock.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Advanced Healthcare's common stock trades on the OTC Bulletin Board
under the symbol "AVHC." The following table shows the high and low bid prices
for our common stock for each quarter since April 1, 2002 as reported by the OTC
Bulletin Board. All share prices have been adjusted to provide for the five for
one stock split which was effected in May, 2002 (i.e. they have been decreased
five times to compare them to current prices). Advanced Healthcare considers its
stock to be "thinly traded" and any reported sale prices may not be a true
market-based valuation of the stock. Some of the bid quotations from the OTC
Bulletin Board set forth below may reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

2002 (OTC Bulletin Board) High Bid Low Bid
------------------------------------------------------------------------------
Second quarter $ 1.05 $ 0.22
Third quarter 1.01 0.31
Fourth quarter 0.45 0.08

2003 (OTC Bulletin Board) High Bid Low Bid
------------------------------------------------------------------------------
First quarter $ 0.15 $ 0.03
Second quarter 0.07 0.02
Third quarter 0.17 0.04
Fourth quarter 0.10 0.04

2004 (OTC Bulletin Board) High Bid Low Bid
------------------------------------------------------------------------------
First quarter $ 0.06 $ 0.01

As of June 30, 2004, there were approximately 125 record holders of
our common stock.

Advanced Healthcare has not paid any cash dividends since its
inception and does not contemplate paying dividends in the foreseeable future.
It is anticipated that earnings, if any, will be retained to retire debt and for
the operation of the business.

Shares eligible for future sale could depress the price of Advanced
Healthcare's common stock, thus lowering the value of a buyer's investment.
Sales of substantial amounts of common stock, or the perception that such sales
could occur, could adversely affect prevailing market prices for shares of
Advanced Healthcare's common stock.

The revenues and operating results of Advanced Healthcare may
fluctuate significantly from quarter to quarter, which can lead to significant
volatility in the price and volume of its stock. In addition, stock markets have
experienced extreme price and volume volatility in recent years. This volatility
has had a substantial effect on the market prices of securities of many smaller
public companies for reasons unrelated or disproportionate to the operating
performance of the specific companies. These broad market fluctuations may
adversely affect the market price of the common stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
The following provides information concerning compensation plans under which
equity securities of Advanced Healthcare are authorized for issuance as of March
31, 2004:

(a) (b) (c)
------------------------------------------- ----------------------- -------------------------- ----------------------------
PLAN CATEGORY NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE FOR
EXERCISE OF OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
OUTSTANDING OPTIONS, WARRANTS AND RIGHTS EQUITY COMPENSATION PLANS
WARRANTS AND RIGHTS (EXCLUDING SECURITIES
REFLECTED IN COLUMN (A))
------------------------------------------- ----------------------- -------------------------- ----------------------------

Equity compensation plans approved by -- $-- --
security holders
Equity compensation plans not approved by -- -- 312,500
security holders (1)
Total -- $-- 312,500

(1) 2003 STOCK COMPENSATION PLAN. The board of directors of Advanced
Healthcare adopted the 2003 Stock Compensation Plan on February 3, 2003
and amended the same on June 3, 2003. The purpose of the Plan is to
enable Advanced Healthcare to offer to its key employees, officers,
directors and consultants whose past, present and/or potential
contributions to Advanced Healthcare and its subsidiaries have been,
are or will be important to the success of Advanced Healthcare, an
opportunity to acquire a proprietary interest in Advanced Healthcare.
Advanced Healthcare is permitted to issue up to 5,500,000 shares of
common stock under the plan, and to date, it has issued 5,187,500
shares.

ITEM 6. PLAN OF OPERATION

The following discussion and analysis should be read in conjunction
with Advanced Healthcare's audited consolidated financial statements and related
notes included in this report. This report contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. The
statements contained in this report that are not historic in nature,
particularly those that utilize terminology such as "may," "will," "should,"
"expects," "anticipates," "estimates," "believes," or "plans" or comparable
terminology are forward-looking statements based on current expectations and
assumptions.

Various risks and uncertainties could cause actual results to differ
materially from those expressed in forward-looking statements. All
forward-looking statements in this document are based on information currently
available to Advanced Healthcare as of the date of this report, and Advanced
Healthcare assumes no obligation to update any forward-looking statements.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results to differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements.

GENERAL

Advanced Healthcare moved its principal executive offices to the
following address:

Advanced Healthcare Technologies, Inc.
2820 La Mirada, Suite H
Vista, CA 92081
(760) 599-0775

Before the change of control described above, Advanced Healthcare's
principal business and operations were those of NutraTek. NutraTek researched,
developed, and thereafter contracted with third parties to manufacture its own
line of nutritional dietary supplements, functional food products and natural
sweeteners. As a result of the spin-off of Nutratak, Advanced Healthcare's new
management has decided to terminate the nutritional products business and focus
on other opportunities. Management is currently evaluating various business
opportunities, including operating opportunities, joint ventures, acquisitions
or other business combinations. Some of the opportunities being evaluated are
ones in which management has a current interest, and it is possible that, if
Advanced Healthcare pursues one of these opportunities, management may receive
additional capital stock of Advanced Healthcare in connection therewith.

Advanced Healthcare currently has limited working capital with which
to satisfy its cash requirements, and it will require additional capital in
order to conduct operations. Advanced Healthcare anticipates that we will at
least $250,000 in additional working capital in order to sustain operations for
the next 12 months. This requirement may increase substantially, depending on
the nature and capital requirements of the business opportunities it elects to
pursue. In order to obtain the necessary working capital, Advanced Healthcare
intends to seek private equity financing in 2004. Such financing may not be
available to Advanced Healthcare, when and if needed, on acceptable terms or at
all. In the event that Advanced Healthcare is unable to obtain such financing,
management may provide additional financing for Advanced Healthcare.

In the next twelve months, Advanced Healthcare intends to hire from
six to up to fifty employees, depending on the nature of the business
opportunities it elects to pursue. Advanced Healthcare may establish a new
equity compensation plan in order to attract and retain employees and to provide
employees who make significant and extraordinary contributions to Advanced
Healthcare's long-term growth and performance with equity-based compensation
incentives. Advanced Healthcare may lease these employees from an employment
leasing agency rather than hire the employees directly, and the employment
leasing agency may be affiliated with our new management.

Advanced Healthcare intends to retain any future earnings to finance
the expansion of its business and any necessary capital expenditures, and for
general corporate purposes.

OFF BALANCE SHEET ARRANGEMENTS

Advanced Healthcare does not have any off-balance sheet financing
arrangements.

ITEM 7. FINANCIAL STATEMENTS

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

F-1

C O N T E N T S

Independent Auditors' Report.................................................F-3

Consolidated Balance Sheet...................................................F-4

Consolidated Statement of Operations.........................................F-5

Consolidated Statement of Stockholders' Equity...............................F-6

Consolidated Statement of Cash Flows.........................................F-7

Notes to the Consolidated Financial Statements...............................F-8

F-2

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Advanced Healthcare Technologies, Inc.
(A Development Stage Company)
South Jordan, Utah

We have audited the accompanying consolidated balance sheet of Advanced
Healthcare Technologies, Inc and Subsidiary (a development stage company) as of
March 31, 2004, and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the period from inception on
March 3, 2003, through March 31, 2004. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Advanced Healthcare
Technologies, Inc. and Subsidiary (a development stage company) as of March 31,
2004 and the results of their operations and their cash flows for the period
from inception on March 3, 2003 through March 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company's deficit in working capital and losses raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
July 15, 2004

F-3

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheet

ASSETS

March 31,
2004
---------

CURRENT ASSETS

Accounts receivable $ 2,887
Inventory 5,184
---------

Total Current Assets 8,071
---------

FIXED ASSETS, NET 11,037
---------

TOTAL ASSETS -- DISCONTINUED OPERATIONS $ 19,108
=========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Cash overdraft $ 13,736
Accounts payable -- Discontinued Operations 19,331
Notes payable (Note 2) -- Discontinued Operations 53,518
Accrued expenses (Note 3) -- Discontinued Operations 64,089
Accounts payable (Note 8) -- Advanced 247,546
---------

Total Current Liabilities 398,220
---------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Common stock: 500,000,000 shares authorized of $0.001
par value, 240,000,000 shares issued and outstanding 240,000
Additional paid-in capital (deficit) (512,968)
Deficit accumulated during the development stage (106,144)
---------

Total Stockholders' Deficit (379,112)
---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 19,108
=========

The accompanying notes are an integral part of these consolidated financial
statements.

F-4

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations

From inception
on March 3, 2003
through
March 31, 2004
-------------
REVENUES $ --

OPERATING EXPENSES --
-------------

LOSS BEFORE DISCONTINUED OPERATIONS --
-------------

LOSS FROM DISCONTINUED OPERATIONS (NOTE 7) (106,144)
-------------

NET LOSS $ (106,144)
-------------

BASIC LOSS PER SHARE $ (0.00)
=============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 109,299,380
=============

Note: The Company has not presented the 2003 comparable amounts as
NutraTek, LLC was incorporated on March 3, 2003.

The accompanying notes are an integral part of these consolidated financial
statements.

F-5

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Stockholders Equity (Deficit)

Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-in Development
Shares Amount Capital Stage
----------- ----------- ----------- -----------

Balance at inception on March 3, 2003 -- $ -- $ -- $ --

Common stock issued for services
(Note 1) 140,000,000 140,000 (165,422) --

Common stock issued for
recapitalization (Note 1) 100,000,000 100,000 (350,640) --

Net loss for the year ended
March 31, 2004 -- -- -- (106,144)
----------- ----------- ----------- -----------

Balance, March 31, 2004 240,000,000 $ 240,000 $ (516,062) $ (106,144)
=========== =========== =========== ===========

The accompanying notes are an integral part of these consolidated financial
statements.

F-6

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Cash Flows

From
Inception
on March 3,
2003 through
March 31,
2004
------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(106,144)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 821
Changes in assets and liabilities:
(Increase) decrease in inventory (5,184)
Increase (decrease) in accounts payable 19,331
Increase (decrease) in accrued expenses 64,089
(Increase) decrease in accounts receivable (2,887)
---------
Net Cash Used by Operating Activities (29,974)
---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (11,858)
---------

Net Cash Used by Investing Activities (11,858)
---------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash used for partner draw (25,422)
Proceeds from issuance of note payable 53,518
Proceeds from cash overdraft 13,736
---------

Net Cash Provided by Financing Activities 41,832
---------

NET INCREASE (DECREASE) IN CASH --

CASH AT BEGINNING OF PERIOD --
---------

CASH AT END OF PERIOD $ --
=========

CASH PAID FOR
Interest $ 659
Income taxes $ --

Note: The Company has not presented the 2003 comparative amounts as
NutraTek, LLC was incorporated on March 3, 2003.

The accompanying notes are an integral part of these consolidated financial
statements.

F-7

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements
March 31, 2004

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Business

Advanced Healthcare Technologies, Inc. (Advanced) was incorporated in
Colorado on March 28, 2000 and began operations on May 25, 2000. The
Company's activities to date have been limited to organization and
capital formation. The Company plans to engage in the healthcare
equipment business. The Company had engaged in the mortgage lending
business on a limited basis.

NutraTek, LLC was organized in Utah on March 3, 2003, as a limited
liability company. It later changed to a "C" Corporation in connection
with its acquisition of Advanced Healthcare Resources, Inc. and from
its inception has researched and developed and thereafter contracted
with third parties to manufacture its own line of nutritional dietary
supplements, functional food products and proprietary natural
sweeteners.

On December 4, 2003, pursuant to an agreement and plan of
reorganization, Advanced Healthcare Technologies, Inc. completed a
reverse merger with the members of NutraTek, LLC. in which it acquired
100% of NutraTek, LLC, a Utah Limited Liability Company in exchange for
140,000,000 common shares of Advanced Healthcare Technologies, Inc. The
terms of the acquisition are detailed in an 8-K filing dated December
5, 2003. Under the terms of the agreement, the president of NutraTek,
LLC became the president of the Company and was elected to the Board of
Directors, the acquisition was accounted for as a recapitalization of
NutraTek, LLC because the members of NutraTek, LLC controlled Advanced
Healthcare Technologies, Inc. after the acquisition. NutraTek, LLC was
treated as the acquiring entity for accounting purposes and Advanced
Healthcare Technologies, Inc. was the surviving entity for legal
purposes. There was no adjustment to the carrying values of the assets
or liabilities of NutraTek, LLC and no goodwill was recorded. The
Company issued 140,000,000 shares of common stock for the acquisition.
Prior to the acquisition, the Company had 110,000,000 shares of common
stock outstanding. Prior to the reverse merger, NutraTek, LLC had a
stockholders deficit of $25,422. NutraTek, LLC has a calendar year end
of December 31st, while Advanced Healthcare Technologies, Inc. has a
fiscal year end of March 31st. The Company has consolidated the
operations of NutraTek, LLC as of December 31, 2003 with the operations
of Advanced as of March 31, 2004. There were no material inter-company
activities from January 1, 2004 to March 31, 2004.

b. Accounting Method

Advanced has elected a March 31st year-end while NutraTek has elected a
December 31st year end.. The Company's financial statements are
prepared using the accrual method of accounting.

F-8

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements
March 31, 2004

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

c. Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

d. New Accounting Pronouncements

During the year ended March 31, 2004, the Company adopted the following
accounting pronouncements which had no impact on the financial
statements or results of operations:

o SFAS No. 143, Accounting for Asset Retirement Obligations;

o SFAS No.145, Recision of FASB Statements 4, 44, and 64, amendment
of Statement 13, and Technical Corrections;

o SFAS No. 146, Accounting for Exit or Disposal Activities;

o SFAS No. 147, Acquisitions of Certain Financial Institutions; and

o SFAS No. 148, Accounting for Stock Based Compensation.

o SFAS No.149, Amendment of Statement 133 on Derivative Instruments
and Hedging Activities;

o SFAS No.150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity

In addition, during the year ended March 31, 2004, FASB Interpretations
No. 45 and No. 46, along with various Emerging Issues Task Force
Consensuses (EITF) were issued and adopted by the Company and had no
impact on its financial statements.

e. Provision for Taxes

Deferred taxes are provided on a liability method whereby deferred tax
assets are recognized for deductible temporary differences and
operating loss and tax credit carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets
and liabilities and their tax bases. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of
enactment.

F-9

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements
March 31, 2004

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e. Provision for Taxes (Continued)

As a limited liability company, NutraTek's taxable income or loss is
allocated to members in accordance with their respective percentage
ownership. Therefore, no provision or liability for income taxes has
been included in the financial statements.

f. Revenue Recognition and Cost of Goods

Revenues from the sale of the Company's products and services are
recognized upon shipment or when the services are provided, provided
that no significant obligations remain outstanding and collection of
the receivable is probable.

During 2003 the Company received income from five sources; from the
sale of nutritional supplements, from the sale of a doctor training
program, which trained doctors on how to use the Company's product,
from the Company's product formulation development, from freight
income, and for the sale or lease of their IQS System, which is a
device that doctors use to test patients and determine what products
are needed for those patients.

During 2003 the Company had $103,058 in cost of goods, which consisted
of costs of supplements and other associated costs.

g. Contributed Capital

Prior to the Company's inception an officer contributed product
research to the company which has been recorded at its predecessor cost
of $0. Additionally there were a number of individuals who contributed
capital to aide in the start-up of the organization, however, these
individuals were paid back during 2003, therefore no liabilities were
recorded for these contributions as of March 31, 2004.

h. Fixed Assets

Fixed assets are stated at cost and are depreciated using the straight
line method and their useful life. As of December 31, 2003, the Company
had net assets of $11,037. During the year ended December 31, 2003
depreciation expense was $821.

NOTE 2 - NOTES PAYABLE

At December 31, 2003, the Company had various unsecured notes payable
totaling $53,518, bearing the interest rate of 6% per annum. These
notes payable are due on demand.

Interest expense related to these notes payable for the year ended
December 31, 2003 was $659.

F-10

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements
March 31, 2004

NOTE 3 - ACCRUED LIABILITIES

Accrued liabilities as of March 31, 2004 consist of the following:

Wages payable $ 17,664
Officer wages payable 30,000
Credit cards payable 15,381
Sales tax payable 385
Accrued interest 659
----------
$ 64,089
==========

NOTE 4 - COMMITMENTS & CONTINGENCIES

Employment Agreement

On November 1, 2003, the Company entered into a new employment
agreement with Mr. Sanchez. The agreement provides for a two-year term
and provides for an annual base compensation of $180,000.

Lease Agreement

On June 4, 2003, the Company entered into a new lease agreement for
office space at the South Point Business Park in South Jordan, Utah.
The agreement provides for a forty eight month term and provides for a
monthly rent expense of $2,000 per month for the first 12 month period,
$2,050 per month for the second 12 month period, $2,101 per month for
the third 12 month period and $2,154 per month for the fourth 12 month
period.

NOTE 5 - GOING CONCERN

The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has had a change
in control and has changed its business plan and it has not generated
any revenues. The future of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from the
development of its new business opportunities. Management plans to
research possible acquisitions of various entities and an officer of
the Company has agreed to loan the Company funds as needed to sustain
business for a period of twelve months. However, the Company is
dependent upon its ability to secure equity and/or debt financing and
there are no assurances that the Company will be successful, without
sufficient financing it would be unlikely for the Company to continue
as a going concern.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include
any adjustments that might arise from this uncertainty.

F-11

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements
March 31, 2004

NOTE 6 - MATERIAL EVENTS

Spin-off of Technology

Pursuant to a contract dated October 29, 2003, Advanced assigned all of
its rights, title and interest in the oxygen therapy business to
various shareholders. The Bill of Sale and Assignment was signed on
March 8, 2004. There was no gain or loss associated with this
transaction as there was no basis in the business.

NOTE 7 - DISCONTINUED OPERATIONS

In June 2004, the Company's CEO entered into an agreement to sell
126,000,000 of the Company's common stock and his controlling interest
to an unrelated individual. This resulted in the Company's wholly owned
subsidiary, NutraTek, LLC, being spun off and left Advanced Healthcare
Technologies Inc. as the remaining shell company.

All assets are associated with the discontinued operations as well as
all of the liabilities except for $247,546 which was associated with
Advanced. See Note 8 for a discussion on the settlement of this debt
associated with Advanced.

The operations of NutraTek are for the calendar year ended December 31,
2003.

F-12

ADVANCED HEALTHCARE TECHNOLOGIES, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to the Consolidated Financial Statements
March 31, 2004

NOTE 7 - DISCONTINUED OPERATIONS (Continued)

For the Year
Ended, December
31, 2003
-------------
REVENUES $ 249,409
Cost of goods sold 103,058
-------------

Gross profit 146,351
-------------

OPERATING EXPENSES
Payroll 90,627
Rent 13,621
Professional fees 16,109
Depreciation 821
General and administrative 130,658
-------------

Total Operating Expenses 251,836
-------------

LOSS FROM OPERATIONS (105,485)
-------------

OTHER EXPENSE

Interest Expense (659)
-------------

Total Other Expense (659)
--------------

NET LOSS $ (106,144)
-------------

BASIC LOSS PER SHARE $ (0.00)
=============

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 109,299,380
=============

NOTE 8 - SUBSEQUENT EVENTS

Subsequent to March 31, 2004, the Company's president and CEO entered
into an agreement to sell his controlling interest in the Company and
retain the operations and activities of NutraTek, LLC. In connection
with this change in control the Company's president and CEO, vice
president and chief scientific officer, as well as the Company's
secretary resigned. Additionally, five individuals resigned as
directors of the Company. The individual gaining controlling interest
was appointed to fill these vacancies.

Concurrent with the above mentioned events the Company settled $247,546
of accounts payable debt by reallocating a total of 25,000,200 shares
of common stock, which had previously been issued to a number of
different related entities in exchange for their forgiveness of the
debt, as well as payment of $10,000.

F-13

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

See Advanced Healthcare's Current Report on Form 8-K filed on March
9, 2004, as amended on March 11, 2004, with respect to changes in accountants.

ITEM 8A. CONTROLS AND PROCEDURES.

Advanced Healthcare carried out an evaluation, under the supervision
and with the participation of its Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of its disclosure
controls and procedures, as defined in Exchange Act Rule 13a-14(c) as of the end
of the period covered by this Annual Report on Form 10-KSB. Based on that
evaluation, they concluded that Advanced Healthcare's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
its Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to them to
allow timely decisions regarding required disclosure.

There has been no change in Advanced Healthcare's internal control
over financial reporting that occurred during its last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, Advanced
Healthcare's internal control over financial reporting.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

EXECUTIVE OFFICER AND DIRECTORS

Our executive officers and directors, the positions held by them, and
their ages are as follows:

NAME AGE POSITION
-------------------- ----- --------------------------------
Richard Mangiarelli 61 Chairman of the Board, President

RICHARD MANGIARELLI is the Chairman of the Board and President of
Advanced Healthcare. Mr. Mangiarelli is 61 years old. In 1985, he founded USA
Energy Corporation, a licensed general and electrical contractor dedicated to
energy conservation contracting. He was the Chief Operating Officer of Fulham
Company, an electronic ballast manufacturer, from 1993 to 1995. Mr. Mangiarelli
is also the Chief Executive Officer, President and Director of Cybertel
Communications Corp., a publicly traded corporation. Mr. Mangiarelli holds a BA
degree from the University of Connecticut and an MBA degree from Pepperdine
University. He is a licensed general contractor and licensed electrical
contractor and is retired from the United States Marine Corps at the rank of
Colonel.

CODE OF ETHICS

Advanced Healthcare has not adopted a code of ethics that applies to
the principal executive officer and principal financial and accounting officer.
Current management is not aware of any reason why such a code of ethics has not
been previously adopted, and it intends to adopt one in the near future.

ITEM 10. EXECUTIVE COMPENSATION

Advanced Healthcare's sole director and executive officer has
received no compensation for services rendered to Advanced Healthcare. Further,
current management is informed and believes that no director or executive
officer has received cash or other remuneration for services rendered to
Advanced Healthcare in the past three (3) fiscal years.

OPTION GRANTS AND EXERCISES

Advanced Healthcare did not grant any stock options to any of its
directors or executive officers in the fiscal year ended March 31, 2004.

EMPLOYMENT AGREEMENTS

As of the date hereof, Advanced Healthcare has no employment
agreements with any of its director or executive officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of Advanced Healthcare common stock as of the date of this
report by the following persons:

o each person who is known to be the beneficial owner of more than five
percent (5%) of issued and outstanding shares of common stock;

o each of the directors and executive officers; and

o all of the directors and executive officers as a group.

NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY OWNED PERCENTAGE OWNED
---------------- ------------------ ----------------

Richard Mangiarelli..................... 126,000,000 (1) 52.5%

All directors and officers as a group... 126,000,000 52.5%

(1) The address is 2820 La Mirada, Suite H, Vista, CA 92081

Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within
60 days from the date of this report and the number of shares and the percentage
beneficially owned by all officers and directors as a group includes shares
subject to options held by all officers and directors as a group that are
immediately exercisable or exercisable within 60 days from the date of this
report.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CHANGE OF CONTROL AND SPIN-OFF OF NUTRATEK. On June 30, 2004, Richard
Mangiarelli purchased 126,000,000 shares of Advanced Healthcare common stock
from its former President, Chief Executive Officer, Director, and majority
stockholder, Johnny Sanchez. As a result, Mr. Mangiarelli now holds
approximately 52.5% of the issued and outstanding common stock of Advanced
Healthcare.

NUTRATEK ACQUISITION. On December 4, 2003, pursuant to an Agreement
and Plan of Reorganization which closed on the date shares were authorized by an
increase in the capital structure of Advanced Healthcare, Johnny and Virginia
Sanchez are to receive 101,000,000 common voting shares of the Company's common
stock in exchange for 100% of the ownership interest in NutraTek. Under the

terms of the agreement and plan of reorganization, Daniel Motsinger and Dan
Starzcewski resigned as directors of Advanced Healthcare, being replaced by
Johnny Sanchez, Virginia Sanchez, Carmen Sanchez and Joe V. Overcash. Randy
Sulhoff remained a director of Advanced Healthcare. The 101,000,000 shares going
to Johnny and Virginia Sanchez represented 45.39% of the outstanding shares of
common stock of Advanced Healthcare following the acquisition of NutraTek. Under
the terms of the agreement and plan of reorganization, 39,000,000 common shares
of Advanced Healthcare were issued to affiliates of Advanced Healthcare, all of
whom agreed to assign the voting rights to said 39,000,000 shares to Johnny
Sanchez. The combination of the 101,000,000 shares owned by Johnny and Virginia
Sanchez and the 39,000,000 shares being voted by Johnny Sanchez gave voting
rights for 140,000,000 shares to Johnny and Virginia Sanchez, which represented
53% of the outstanding shares of Advanced Healthcare following the acquisiton of
NutraTek. Under the terms of the agreement, the former owner and president of
NutraTek, Johnny Sanchez, became the President of Advanced Healthcare and was
elected to its board of directors.

Included in the agreement and plan of reorganization was a provision
which allowed the spin off and sale of the intellectual properties relating to
Advanced Healthcare's oxygen therapy products and business to then-existing
management for assumption of the ongoing obligations of that business and shares
of the newly created Advanced Oxygen Therapy, Inc.

OTHER MATTERS. As of March 31, 2004, Advanced Healthcare owed money
to Johnny Sanchez for various advances made to Advanced Healthcare to cover
operating expenses. These advances were forgiven in connection with the spin-off
of NutraTek to Mr. Sanchez.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

Exhibit No. Description
----------- -----------

2.1* Agreement and Plan of Reorganization

2.2** Stock Purchase Agreement

3.1*** Certificate of Incorporation of Advanced Healthcare Technologies,
Inc.

3.2*** Bylaws of Advanced Healthcare Technologies, Inc.

4.1*** Specimen Certificate of Advanced Healthcare Technologies, Inc.'s
common stock

10.1** Release and Indemnity Agreement

16.1**** Letter on change in certifying accountant

31.1 Certification of Richard Mangiarelli pursuant to Rule 13a-14(a)

32.1 Certification of Richard Mangiarelli pursuant to 18 U.S.C Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

------------------

* Filed as an exhibit to Current Report on Form 8-K filed January 12, 2004,
incorporated herein by reference.

** Filed as an exhibit to Current Report on Form 8-K filed July 15, 2004,
incorporated herein by reference.

*** Filed as an exhibit to Advanced Healthcare's Registration Statement on Form
SB-2, filed on December 1, 2000 (File No. 333-51058), incorporated herein
by reference.

**** Filed as an exhibit to a Current Report on Form 8-K filed on March 9, 2004,
as amended on March 11, 2004, 2004, incorporated herein by reference.

-------------------

(b) Reports on Form 8-K

Current Report on Form 8-K filed January 12, 2004 regarding acquisition of
NutraTek and change in control in connection with same.

Current Report on Form 8-K filed on March 9, 2004, as amended on March 11,
2004, with respect to changes in accountants.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Appointment of Auditors

The Board of Directors selected HJ & Associates, LLC, independent
accountants, as our auditors for the year ending March 31, 2005. HJ &
Associates, LLC previously audited our consolidated financial statements for the
fiscal year ended March 31, 2004.

Audit Fees

HJ & Associates, LLC billed us $14,500 in fees for our 2004 annual
audit, and James E. Scheifley, P.C. our previous independent auditors, billed us
$7,500 in fees for the review of our quarterly financial statements for 2004.
James E. Scheifley, P.C. billed us $12,500 in fees for our 2003 annual audit and
review of our quarterly financial statements for that year.

Audit-Related Fees

We did not pay any fees to HJ & Associates, LLC or James E.
Scheifley, P.C. for assurance and related services that are not reported under
Audit Fees above in 2004 or 2003.

Tax Fees

We did not pay any fees to HJ & Associates, LLC or James E.
Scheifley, P.C. for tax compliance, tax advice or tax planning in 2004. We paid
James E. Scheifley, P.C. $1,500 for tax services in 2003.

All Other Fees

In 2004, James E. Scheifley, P.C. billed us $1,000 for work in
connection with registration statements on Form S-8, and $0 for all other fees.
We did not pay any fees to HJ & Associates, LLC for any registration statement
work, tax services, or any other fees in 2004. In 2003, James E. Scheifley, P.C.
billed us $1,000 for work in connection with registration statements on Form
S-8, and $ 0 for all other fees.

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to
the provision of audit and non-audit services. Under these procedures, our audit
committee pre-approves all services to be provided by HJ & Associates, LLC and
the estimated fees related to these services.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

ADVANCED HEALTHCARE TECHNOLOGIES, INC.

By: /s/ Richard Mangiarelli
----------------------------------
Richard Mangiarelli, President

Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed below by the following persons on behalf
of the registrant and in the capacities indicated.

Signatures Title Date
---------- ----- ----

/s/ Richard Mangiarelli President and Chairman of the Board July 20, 2004
----------------------- Chief Executive Officer
Richard Mangiarelli