UNITED STATES
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 reported event): March 26, 2003
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NUWAY MEDICAL
(Exact name of registrant as specified in its charter)
DELAWARE 33-43423 65-0159115
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State or other jurisdiction Commission File Number IRS Employer
of incorporation Identification No.
23461 SOUTH POINTE DRIVE, SUITE 200, LAGUNA HILLS, CA 92653
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(Address of principal executive offices) (Zip Code)
(949) 454-9011
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Registrant's telephone number, including area code
NONE
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 26, 2003, New Millennium Capital Partners, LLC, an entity
controlled and owned in part by the registrant's President Dennis C. Calvert
("New Millennium"), entered into an agreement to purchase a $1,120,000 note held
by Summitt Ventures, Inc. due and payable by the registrant on June 15, 2003
(the "Summitt Note").
As part of this same transaction, New Millennium purchased from shareholders
Camden Holdings, Inc. and Summit Healthcare, Inc. 4,182,107 shares of NuWay
Medical, Inc. common stock. This transaction closed on April 9, 2003.
The total purchase price for the transaction in which the stock and Summitt Note
were purchased was $900,000. Consideration was provided via a promissory note
executed by New Millennium (the "New Millennium Note") dated December 31, 2002
and secured by the stock sold in the transaction and any shares held by Dennis
Calvert. The seller required the purchaser of the Summitt Note convert the
Summitt Note to restricted common stock of the registrant at the time of
acquisition.
The registrant has converted the New Millennium Note to restricted stock in the
company at a 37.5% discount to current market price. The common stock issued
pursuant to the conversion is subject to the holding period required by Rule
144.
As a result of the above-described transaction, additional shares were issued to
Mr. Calvert, who now owns approximately 54.8% of the common stock of the
registrant.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial
ownership of shares of the registrant's common stock as of March 26, 2003 by (i)
all stockholders known to the registrant to be beneficial owners of more than 5%
of the outstanding common stock; and (ii) all directors and executive officers
of the registrant, individually and as a group:
Title of Class Name and Address of Amount and Nature
Beneficial Owner(1) of Beneficial Ownership(2) Percent of Class
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Dennis Calvert
23461 S. Pointe Dr. Ste. 200 32,182,107 54.8%
Common Laguna Hills, CA 92653
Joe Provenzano
Common 23461 S. Pointe Dr. Ste. 200
Laguna Hills, CA 92653 2,224,936 3.8%
Steve Harrison
Common 23461 S. Pointe Dr. Ste. 200
Laguna Hills, CA 92653 622,043 1.1%
(1) Except as noted in any footnotes below, if any, each person has sole voting
power and sole dispositive power as to all of the shares shown as beneficially
owned by them.
(2) Other than as footnoted below, if any, none of these security holders has
the right to acquire any amount of the shares within sixty days from options,
warrants, rights, conversion privilege, or similar obligations. The amount owned
is based on issued common stock, as well as stock options, which are currently
exercisable.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired Not Applicable
(b) Pro Forma Financial Information Not Applicable
(c) Exhibits
4.0 Promissory Note dated July 16, 2002, between NuWay Medical, Inc. and
Summitt Ventures, Inc.
4.1 Promissory Note dated December 31, 2002, between New Millennium Capital
Partners, LLC and Camden Holdings, Inc., Summit Healthcare, Inc., and
Summitt Ventures, 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.
Date: April 9, 2003 NUWAY MEDICAL, INC.
By: /s/ Dennis Calvert
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Dennis Calvert, President