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):

~~February~~July 1418, 2005

WORLD HEALTH ALTERNATIVES, INC.

(Exact name of registrant as specified in this charter)

Florida

333-84934

04-3613924

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


777 Penn Center Blvd., Suite 111, Pittsburgh, PA		15235
*(Address of Principal Executive Offices)*		*(Zip Code)*

Registrant’s Telephone Number, including area code: (412) 829-7800

NOT APPLICABLE

(Former Name or Former Address, if Changes 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 (see General Instruction A.2. below):

¨	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))

ITEM 21.0301. –ENTRY ~~CREATION~~INTO OF A ~~DIRECT~~DEFINITIVE ~~FINANCIAL~~AGREEMENT. ~~OBLIGATION OR OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT~~

OnEffective ~~February~~July 1418, 2005, ~~the~~World ~~Company~~Health Alternatives, Inc. entered into aan ~~revolving credit~~employment agreement with Bruce C. Hayden, ~~term~~the ~~loan~~Company’s ~~and~~new Chief ~~security~~Financial Officer. The terms of Mr. Hayden’s employment agreement ~~(the~~include ~~“Agreement”)~~an ~~with~~annual ~~Capital~~salary ~~Source~~of ~~Finance~~$215,000 ~~LLC~~per ~~(the~~year, ~~“Lender”)~~customary toperformance ~~refinance~~bonus ~~outstanding~~provisions ~~indebtedness~~and standard confidentiality, non-solicitation and ~~provide~~non-competition ~~additional~~restrictions. ~~liquidity~~Mr. Hayden ~~Each~~will ofalso ~~the~~receive 500,000 shares of Company’s ~~subsidiaries~~common isstock, ~~a co-borrower~~but ~~under~~it ~~the~~is ~~Agreement.~~not ~~The~~yet ~~Agreement~~determined ~~includes~~whether athose ~~term~~shares ~~loan~~will be provided in the ~~amount~~form of ~~$7,500,000~~stock ~~(the~~options ~~“Term~~or ~~Loan”)~~grants. ~~and~~Additionally, aMr. ~~revolving~~Hayden ~~credit~~will ~~facility~~be ~~with~~reimbursed afor ~~maximum~~expenses ~~loan~~related ~~amount~~to the sale and/or purchase of ~~$35,000,000~~his ~~(the~~personal ~~“Revolving~~residence ~~Facility”).~~in ~~All~~Virginia, ofin ~~the assets~~an ofamount ~~the~~not ~~Company~~to ~~and~~exceed ~~its~~$100,000. ~~subsidiaries~~Other ~~secure~~terms ~~the~~include ~~obligations~~change-in-control ~~under~~provisions, ~~the~~termination ~~Agreement~~clauses, ~~the~~and ~~Term~~various ~~Loan~~employee ~~and~~benefits the ~~Revolving~~Company ~~Facility~~provides to other executives, including healthcare insurance.

~~Interest~~ITEM ~~on the Term Loan accrues at an annual rate equal to the prime rate of interest plus 4.0%, and in no event less than 9.~~5~~%, and is payable monthly in arrears~~. ~~Principal payments in the amount of $208,333~~02.33 ~~are~~DEPARTURE ~~due~~OF onDIRECTORS ~~the~~OR ~~first day of each month, beginning on May 1, 2005. In addition, 50% of Excess Cash Flow (as defined in the Agreement) is required to be used to repay the outstanding principal balance of~~PRINCIPAL ~~the~~OFFICERS; ~~term~~ELECTION ~~loan.~~OF ~~Any~~DIRECTORS; ~~remaining~~APPOINTMENT ~~outstanding~~OF ~~principal~~PRINCIPAL ~~balance of the term loan is due and payable on February 14, 2008, the term loan maturity date~~OFFICERS.

~~Under~~World Health ~~the~~has ~~Revolving~~appointed ~~Facility~~Bruce C. Hayden, ~~the~~CPA, ~~Company~~CIA, ~~may~~as ~~borrow~~its annew ~~amount~~Chief ~~not~~Financial toOfficer. ~~exceed~~Mr. ~~the~~Hayden ~~lesser~~has more than 20 years of ~~(i)~~management ~~$35~~experience ~~million~~with both publicly traded and ~~(ii)~~privately anheld ~~amount~~companies. ~~equal~~After toreceiving ~~85%~~a bachelor of ~~the~~science ~~Company’s~~in ~~eligible~~business ~~accounts~~administration ~~receivables~~from ~~less~~East anCarolina ~~aggregate~~University ofin $11983, Mr.8 ~~million~~Hayden spent nine years in ~~liquidity~~public ~~and~~accounting ~~debt~~with ~~service~~BDO ~~reserves~~Seidman, LLP and ~~any~~ other ~~reserves~~public ~~established~~accounting ~~from~~firms ~~time~~in toRichmond, Virginia. In 1992, Mr. Hayden entered the home healthcare industry as Chief Internal Auditor of First American Homecare, the largest privately held company in the homecare industry at the time. Mr. Hayden was subsequently employed by ~~the~~Medshares, ~~Lender~~Inc. ~~Interest~~from on1994 ~~amounts~~through ~~outstanding~~1999, ~~under~~excluding the ~~Revolving~~majority ~~Facility~~of ~~accrues~~1996, atas anEVP ~~annual~~of ~~rate~~Financial ~~equal~~Operations, overseeing all financial, internal audit, information systems, and procurement functions, in addition to ~~the~~closing ~~prime~~several ~~rate~~financings to support acquisition growth. Mr. Hayden served for an interim period in 1996 as CFO of ~~interest~~Columbia Homecare ~~plus~~Group, an operating division of HCA, Inc. that generated over $1 billion in annualized revenues at over 500 locations.5% In April 1999, ~~and~~Mr. inHayden nobecame ~~event~~CFO ~~less~~of ~~than~~UroCor, 7Inc.0%, which was a NASDAQ-listed company at the time and isa ~~payable~~leading diagnostic ~~monthly~~laboratory and disease management company in ~~arrears.~~the ~~The~~field ~~outstanding~~of urology. His principal ~~balance~~focus ~~under~~with ~~the~~UroCor ~~Revolving~~included ~~Facility~~accounting isand ~~due~~finance, investor relations, SEC reporting, operational infrastructure and ~~payable~~performance onmetrics ~~February~~analysis, 16regulatory compliance, ~~2008~~information systems, earnings performance and accelerated cash collections. Mr. Hayden was instrumental in UroCor’s operational turnaround and resulting merger transaction with Dianon Systems, Inc., which culminated in November 2001 with UroCor’s shares receiving a benchmark valuation in its industry sector at that time.

InMr. ~~connection~~Hayden ~~with~~joined ~~this~~Galt ~~transaction~~Associates, ~~the~~Inc., ~~Company paid the Lender~~ a ~~commitment~~software ~~fee~~product ~~of $462,500,~~and ~~which~~consulting ~~will~~services beCompany ~~amortized~~that asserviced ~~additional~~many ~~interest~~of ~~over~~ the ~~term~~top of25 ~~the~~domestic ~~Agreement.~~and Ininternational ~~addition~~pharmaceutical companies, ~~the~~as ~~Company~~its isSenior ~~required~~Vice toPresident, ~~pay~~CFO ain December ~~monthly~~2001. ~~unused~~Mr. ~~line~~Hayden ~~fee~~was atresponsible ~~the~~for ~~annual~~all ~~rate~~accounting ofand ~~0.5%~~finance, oninformation ~~the~~systems, ~~difference~~quality ~~between~~assurance, ~~the~~facilities, ~~daily~~and ~~average~~human ~~amount~~resource offunctions ~~advances outstanding~~until ~~for~~his ~~the~~resignation ~~preceding~~in ~~month~~September ~~and $35 million~~2004.

~~The~~Most ~~Agreement~~recently, ~~includes the~~Mr. ~~following~~Hayden ~~covenants~~served as ~~measured~~CFO ~~at the end~~ of ~~each~~Xybernaut ~~month~~Corporation ~~for the average of the three most recent calendar months:~~ (aXYBR.PK) ~~the Company must maintain EBITDA (earnings before interest~~, ~~taxes,~~a ~~depreciation~~provider ~~and amortization)~~ of ~~not less than $3.5~~ ~~million~~mobile ascomputing ofproducts ~~February 28, 2005~~ and ~~increasing on a monthly basis to not less than $7.6 million as of December 31~~services, ~~2005~~from ~~and~~November ~~thereafter;~~2004 ~~(b)~~through ~~the~~his ~~Company’s~~resignation ~~senior~~in ~~leverage~~July ~~ratio (total senior debt to EBITDA) cannot exceed 1.8 to 1.0 as of February 28,~~ 2005 ~~and decreasing on a monthly basis to 1~~.0 ~~to 1~~Mr.0 ~~as of September 30, 2005 and thereafter; and (c) the Company~~Hayden’s ~~fixed~~role ~~charge~~as ~~coverage~~CFO ~~ratio~~focused ~~(EBITDA~~on ~~divided~~SEC ~~by the sum of debt service, capital expenditures, income taxes~~ and ~~dividends)~~ ~~must~~Sarbanes-Oxley bereporting ~~not less than 1.5 to 1.0 as of February 28, 2005~~ and ~~increasing on a monthly basis to 2.0 to 1.0 as of August 31~~compliance, ~~2005~~in ~~and thereafter. In~~ addition, ~~the Company’s collections of accounts receivable may not be less than $11.5 million for each calendar month through April 30, 2005, and increasing thereafter on a quarterly basis~~ to ~~monthly~~turnaround ~~collections of not less than $15 million for October 2005~~ and ~~thereafter.~~restructuring ~~The Company is also required to maintain available cash, including amounts available for borrowing under the Revolving Facility, of not less than $1~~efforts.~~5 million. Additional covenants governing permitted indebtedness, liens, payments of dividends and protection of collateral are included in the Agreement.~~

~~The~~ITEM Company may terminate the Agreement at any time after February 16, 2007 by paying all outstanding indebtedness and any other payments due to the Lender and paying the Lender a termination fee of $850,0009.01. ~~The~~FINANCIAL ~~Company~~STATEMENTS ~~has~~AND ~~granted the Lender a right of first refusal on future incurrences of secured debt financing, which right terminates six months after the termination of the Agreement~~EXHIBITS.

~~(c)~~None. ~~Exhibits~~

10.1 Revolving Credit, Term Loan and Security Agreement by and among WORLD HEALTH ALTERNATIVES, INC., a Florida corporation and BETTER SOLUTIONS, INC., a Pennsylvania corporation, JC NATIONWIDE, INC., a Delaware corporation, MEDTECH MEDICAL STAFFING OF NEW ENGLAND, INC., a Delaware corporation, MEDTECH FRANCHISING, INC., a Delaware corporation, WORLD HEALTH STAFFING, INC., a California corporation, and WORLD HEALTH STAFFING, INC., a Delaware corporation, and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company.

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 thereunto duly authorized.

WORLD HEALTH ALTERNATIVES, INC. By /s/ Richard E. McDonald Richard E. McDonald President, ~~Principal Financial Officer Principal Accounting Officer~~ Chairman of the Board of Directors,

Date: ~~February~~July 1821, 2005

Filing Compare · WORLD HEALTH ALTERNATIVES INC