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~~PURSUANT ofTO ~~report~~SECTION 13 OR 15(~~Date~~d) ofOF THE ~~earliest~~SECURITIES ~~event~~EXCHANGE ~~reported):~~ACT ~~October 27,~~OF ~~2003~~1934

Date of report (Date of earliest event reported): August 11, 2004

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~~1300 ~~Middlefield~~Island ~~Road~~Drive, Suite 105, Redwood City, ~~California~~CA ~~94063~~94065

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) ~~839~~631-~~5500~~5800

Not applicable

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

TABLE OF CONTENTS

	ITEM 2. Acquisition or Disposition of Assets
	ITEM 7. Financial Statements and Exhibits
Signatures
Exhibit Index
EXHIBIT 2.1


	ITEM 5. Other Events and Regulation FD Disclosure
SIGNATURES

ITEM 25. ~~Acquisition~~Other orEvents ~~Disposition~~and ofRegulation FD ~~Assets~~Disclosure

OnThe ~~October 23,~~Registrant ~~2003,~~has ~~Healthtrac,~~reached ~~Inc.,~~resolution awith ~~Canadian~~its ~~corporation (“Healthtrac”~~independent ~~or “Seller”)~~auditors, ~~and~~KPMG ~~Ultra Communications, Inc., a Delaware~~LLP ~~corporation~~concerning ~~(“Ultra”~~the orpreviously ~~“Buyer”),~~announced ~~entered~~fee ~~into~~issues. anThe ~~Asset~~Company ~~Purchase~~and ~~Agreement~~KPMG are ~~(“Purchase~~resuming ~~Agreement”).~~work Inon ~~accordance with~~ the ~~Purchase~~10-K ~~Agreement,~~for ~~Ultra~~the ~~will acquire~~year ~~all~~ended ~~Assets~~February 29, 2004 and ~~current~~10-Q ~~operating~~for ~~liabilities~~the first ofquarter ~~NorthNet Telecommunications~~ended May 31, ~~Inc~~2004. ~~d/b/a~~The ~~“NorthStar~~Company ~~Telesolutions”~~will anendeavor ~~Illinois corporation~~to (file ~~“NorthStar”),~~these documents awith ~~wholly~~the ~~owned~~SEC ~~subsidiary~~as ofsoon ~~Seller~~as possible.

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.		~~HEALTHTRAC, INC.~~
Date: October 28, 2003		By:	/s/ EDWARD W. SHARPLESS
Date: August 11, 2004	By:	/s/ TONY Z. DICOSTANZO
			Edward W. Sharpless, President and Chief Executive Officer
		Tony Z. DiCostanzo,
		Chief Financial Officer

Exhibit Index

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

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