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EX-99.1 - NEWS RELEASE - Trucept, Inc.exhibit99-1.htm
EX-10.13 - ACQUISITION AGREEMENT - Trucept, Inc.exhibit10-13.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

October 18, 2011
Date of Report (Date of earliest event reported)

SMART-TEK SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

NEVADA 000-29895 98-0206542
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

1100 Quail Street, Suite 100, Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)

949-851-9261
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:

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

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

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

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


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ITEM 2.01: COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On October 17, 2011 Smart-tek Solutions, Inc. acquired Solvis Medical Group from AMERICAN MARINE, LLC dba AMS OUTSCOURCING, a Montana Limited Liability Corporation. The effective date of this acquisition is October 1, 2011. Solvis Medical Group has three distinct business’: Solvis Medical Staffing and Solvis Medical provides medical staffing services to hospitals, medical clinics, surgical centers, and skilled nursing facilities; and, in certain cases, nursing care to patients in their homes. Solvis Physical Therapy, Inc. is a licensed provider of physical therapy services, but is currently inactive.

The purchase price was $535,000 consisting of $35,000 cash payment at closing plus a $500,000 promissory note that matures in one year and bears a 6% simple interest rate. The purchase price will be revalued at the one and two year time periods based on performance as follows:

                                                    •        Year 2012 – At December 31, 2012, the company will be revalued at four (4) times pretax earnings. A one year promissory note at 6% interest will be issued for the net change between the original value and the 2012 revalue.

                                                    •        Year 2013 – At December 31, 2013, the company will be revalued at four (4) times pretax earnings. A one year promissory note at 6% interest will be issued for the net change between the revalue as of December 31, 2012 and the revalue at December 31, 2013.

ITEM 9.01: EXHIBITS

  (a)

Financial Statements:

     
 

The required pro forma financial information is unavailable as of the date hereof and will be filed by the Registrant pursuant to the requirements of the Securities Exchange Act and the rules and regulations promulgated there under within 70 days after the date of the event reported in this Form 8-K.

     
  (d)

Exhibits


  10.13

Acquisition Agreement

     
  99.1

News Release

SIGNATURE

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.

  SMART-TEK SOLUTIONS INC.
Date: October 18, 2011  
    /s/ Brian Bonar
  By:  
    Brian Bonar
    Chief Executive Officer