Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 10, 2014




(Exact name of Registrant as specified in charter)


Nevada 000-54004 98-0599151

(State of Other Jurisdiction

of Incorporation)


File Number)

(IRS Employer

Identification No.)



11251 Richmond Avenue, Suite F101  
Houston, Texas 77082
(Address of Principal Executive Offices) (Zip Code)


(281) 600 - 6000
Registrant’s telephone number, including area code
(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.


September 1, 2014 we signed a letter of intent to acquire Avant Diagnostics Inc., a Nevada corporation with headquarters at 8561 East Anderson Drive, Suite 104, Scottsdale, AZ 85255. The letter of intent was approved by our board of directors prior to signing but was not approved by Avant’s board of directors until September 10, 2014. Avant Diagnostics Inc. is a medical technology company developing cutting edge medical tests, including OvaDx®, a Pre-Symptomatic Ovarian Cancer Screening Test.


Effective October 1, 2014, we modified the closing date specified in the letter of intent and amended the provisions with respect to due diligence by the parties.


Item 3.02 Unregistered Sales of Equity Securities.


Effective October 1, 2014 we issued a total of three million Common Stock shares, ratably, to three major shareholders in exchange for 68,469,993 outstanding Common Stock shares that were cancelled and returned to the status of authorized and unissued shares.


Item 9.01 Financial Statements and Exhibits


99.01 Press release for share exchange

99.02 Amendment #1 to Letter of Intent







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.





Signature Title Date
/s/ Robert C. Rhodes Chief Executive Officer October 1, 2014 
Robert C. Rhodes