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

Date of report (Date of earliest event reported): October 227, 2003

HEALTHTRAC, INC.

(Exact Name of Registrant as Specified in its Charter)

Canada	000-14356	91-1353658
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
539 Middlefield Road, Redwood City, California (Address of Principal Executive Offices)		94063 (Zip Code)

539 Middlefield Road, Redwood City, California 94063

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 839-5500

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	ITEM 6. RESIGNATION OF REGISTRANT’S DIRECTORS
	ITEM 2. Acquisition or Disposition of Assets
SIGNATURES
	ITEM 7. Financial Statements and Exhibits
EXHIBIT INDEX
Signatures
EXHIBIT 17
Exhibit Index
EXHIBIT 2.1

ITEM 62. ~~RESIGNATION~~Acquisition OFor ~~REGISTRANT’S~~Disposition ~~DIRECTORS~~of Assets

On October 223, 2003, ~~the~~Healthtrac, ~~Company~~Inc., ~~was sent~~ a ~~letter~~Canadian ~~of resignation from Dennis~~corporation ~~Sinclair~~(“Healthtrac” ~~from~~or ~~the~~“Seller”), ~~Company’s~~and ~~Board~~Ultra ~~of Directors effective October 1~~Communications, ~~2002~~Inc., ~~Bob~~a Delaware ~~Maul,~~corporation ~~Chairman~~(“Ultra” ofor ~~the~~“Buyer”), ~~Board~~entered ~~for~~into ~~Healthtrac~~an ~~has~~Asset ~~accepted~~Purchase MrAgreement (“Purchase Agreement”). ~~Sinclair's~~In ~~resignation from~~accordance with the ~~Board.~~Purchase NoAgreement, ~~one~~Ultra ~~from~~will acquire ~~the~~all ~~Company~~Assets and nocurrent ~~members~~operating liabilities of ~~the Board were~~NorthNet ~~informed~~Telecommunications, ~~prior~~Inc. tod/b/a ~~the~~“NorthStar ~~letter~~Telesolutions” ~~received~~an ~~today~~Illinois corporation ~~about~~( ~~Mr.~~“NorthStar”), ~~Sinclair's~~a ~~resignation~~wholly ~~effective at~~owned ~~the~~subsidiary ~~end~~ of ~~last year~~Seller.

NorthStar, founded in 1994, provides customer care solutions, billing support, account collections and after hours customer service to clients within the video/broadband market. NorthStar was acquired by Healthtrac in 2001. Since its acquisition, NorthStar has been an underperforming asset – unable to provide Healthtrac with ongoing income distributions. In addition, the sale of the call center business continues Healthtrac’s ongoing effort to focus on the healthcare segment.

Under the terms of the agreement, Ultra Communications will pay Healthtrac $250,000 for the call center business’s assets and current operating liabilities at closing. The sale price was derived using a fair market analysis based on a multiple times operating results. The sale agreement further stipulates that for the first eight months proceeding the sale, Healthtrac will have the option to conduct an independent fair market valuation and provides a buy back provision allowing Healthtrac to repurchase the business for the original sale price plus applicable interest. Ultra is solely owned by Josh Thackery, NorthStar’s current President.

A copy of the Asset Purchase Agreement is attached hereto as an exhibit and is incorporated herein by reference.

ITEM 7. Financial Statements and Exhibits


2.1		Asset Purchase Agreement dated as of October 23, 2003, by and between Healthtrac, Inc., and Ultra Communications, 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.

		HEALTHTRAC, INC.
Date: October 2, 2003	By:	/s/ EDWARD W. SHARPLESS
Date: October 28, 2003	By:	/s/ EDWARD W. SHARPLESS
		Edward W. Sharpless, President and Chief Executive Officer

~~EXHIBIT INDEX~~Exhibit Index

~~Exhibits 17~~2.1 ~~Letter~~Asset Purchase Agreement dated as of ~~resignation~~October ~~from~~23, ~~Dennis~~2003, ~~Sinclair~~by and between Healthtrac, Inc., and Ultra Communications, Inc.

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