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 event reported) December 1, 2000
GreatBio Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-26057 82-0507874
(Commission File Number) (IRS Employer Identification No.)
Tech Enterprise Center Suite 201, 150 Lucius Gordon Drive
West Henrietta, NY 14586
(Address of Principal Executive Offices and Zip Code)
(716) 214-2432
Registrant's Telephone Number, including Area Code
Idaho Technical, Inc. - 4005 Sunnyside Road, Sandpoint, ID 83642
(Former Name or Former Address if Changed Since Last Report)
Item 2. Acquisition of Assets
On December 1, 2000, GreatBio Technologies, Inc., a
Nevada corporation, formerly known as Idaho Technical, Inc.,
(the "Registrant"), acquired LTR Antisense Technology, Inc.,
a New York corporation ("LTR") from Biophan, LLC, a New York
limited liability company ("Biophan"), in a share for share
exchange (the "Exchange"). As a result of the Exchange, LTR
became a wholly owned subsidiary of the Registrant. The
Exchange was consummated pursuant to and in accordance with
an Exchange Agreement, dated December 1, 2000 by and among
the Registrant, LTR and Biophan.
In connection with the Exchange, the Registrant (i)
issued an aggregate of 10,759,101 shares of common stock to
Biophan in exchange for all the issued shares of LTR and
(ii) issued an aggregate of 10,759,101 shares of common
stock to a group of investors in exchange for a cash advance
of $175,000 and a commitment to raise an additional
$325,000. It is the intent of the Registrant to use the
$500,000 primarily to fund research and development of the
LTR owned patents and that the Exchange be treated as a
pooling of interests for accounting purposes.
Also on December 1, 2000, the Registrant acquired
certain intellectual property rights from Biophan (the
"Assignment") for the future consideration of $500,000
payable upon the issuance of certain patents. The
Assignment was consummated pursuant to and in accordance
with an Assignment and Security Agreement, both dated
December 1, 2000 by and between Registrant and Biophan.
In connection with the Assignment, the Registrant
committed to raise approximately $2 million dollars to be
utilized in the funding of research and development efforts
related to the Registrant's intellectual property acquired
pursuant to the Exchange and the Assignment.
The Exchange and the Assignment were negotiated at
arm's length between the Registrant and representatives of
LTR and Biophan. Prior to the consummation of the two
transactions, neither the Registrant nor any officer or
director of Registrant was affiliated with or had a material
relationship with LTR or Biophan.
As a result of the reorganization, the Registrant moved
its principal place of business from Murray, Idaho to West
Henrietta, New York. For more information on the Exchange or
Assignment contact Boylan, Brown, Code, Vigdor & Wilson LLP,
2400 Chase Square, Rochester, New York 14604.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired:
The financial statements of LTR required to be
filed as part of this report will be filed by the
Registrant by amendment to this report as soon as
practicable, but not later than sixty (60) days
after this report is filed.
(b) Pro Forma Financial Information:
The pro forma financial information required to be
filed as part of this report will be filed by the
Registrant by amendment to this report as report as
soon as practicable, but not later than sixty (60)
days after this report is filed.
(c) Exhibits:
2.1 Exchange Agreement, dated as of December 1,
2000, by and among the Registrant, Biophan
and LTR.
3.1(i) Amendment to the Articles of Incorporation
10.1 Assignment, dated as of December 1, 2000, by
and between the Registrant and Biophan.
10.2 Security Agreement, dated as of December 1,
2000, by and between the Registrant and
Biophan.
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.
GreatBio Technologies, Inc.
(Registrant)
Date: December 15, 2000 By: /S/ Michael L. Weiner
Michael L. Weiner
President and Chief Executive
Officer
