U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999 Commission File No. 0-23761
ADVANCED TECHNOLOGY INDUSTRIES, INC.
(Name of small business issuer in its charter)
Delaware 13-4000208
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Taubenstrasse 20, D-10117
Berlin, Germany
(Address of principal executive offices)
Issuer's telephone number: 49 30 201-7780
Kurchatov Research Holdings, Ltd.
(Former name of issuer)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
(Title of class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X ; No
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best or registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ X ]
Issuer's revenues for its most recent fiscal year: $ 0
At March 31, 2000 there were 5,705,971 outstanding shares of registrant's
common stock held by non-affiliates, with a market value of approximately
$15,691,420 based on a closing bid quotation on the NASD OTC Bulletin Board
on that date of $2.75 per share.
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 and 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes; No;
Not applicable
At March 31, 2000, a total of 15,085,911 shares of registrant's common stock
were outstanding.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format (check one): Yes; No X
ADVANCED TECHNOLOGY INDUSTRIES, INC.
PART I
ITEM 1. Description of Business
Acquisition of Aberdeen Acquisition Corporation
Pursuant to an Agreement and Plan of Reorganization, Kurchatov
Research Holdings, Ltd. ("Kurchatov") acquired all the outstanding shares of
common stock of Aberdeen Acquisition Corporation ("Aberdeen"), a Delaware
corporation, from the shareholders thereof in an exchange for an aggregate
of 400,000 shares of common stock of Kurchatov (the "Acquisition"). As a
result, Aberdeen became a wholly-owned subsidiary of Kurchatov. The
Acquisition was effective on January 14, 2000 and was intended to qualify as
a reorganization within the meaning of Section 368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended.
Subsequent to the Acquisition, Kurchatov changed its name to
Advanced Technology Industries, Inc. ("ATI"). All references to ATI
hereinafter shall include Kurchatov prior to its change in name.
The consideration exchanged pursuant to the Acquisition was
negotiated between Aberdeen and Kurchatov. In evaluating the Acquisition,
Aberdeen used criteria such as the value of assets of Kurchatov, Kurchatov's
ability to recognize patentability and merchantability of a technology or an
invention, Kurchatov's ability to compete in the market for new
technologies, the unique nature of Kurchatov's products and developing
technologies, Kurchatov's anticipated business operations, and Kurchatov's
management's experience and reputation in the technology transfer market. In
evaluating Aberdeen, Kurchatov placed a primary emphasis on Aberdeen's
status as a reporting company under the Section 12(g) of the Securities
Exchange Act of 1934, as amended, and Aberdeen's facilitation of Kurchatov's
becoming a reporting company under the Act.
Kurchatov had 15,885,911 shares of common stock issued and
outstanding prior to the Acquisition, and 16,285,911 shares issued and
outstanding following the Acquisition.
Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the Securities and Exchange
Commission, Kurchatov became the successor issuer to Aberdeen.
The Acquisition occurred after December 31, 1999, and as of
December 31, 1999 Aberdeen Acquisition Corporation was the reporting
company. Kurchatov filed a Current Report on Form 8-, as amended, reporting
the Acquisition and containing audited financial statements and a
description of its business and management.
Aberdeen Acquisition Corporation
Aberdeen was incorporated on December 3, 1997 under the laws of
the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. Aberdeen
was formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of registered securities. It has
been in the developmental stage since its inception.
On February 10, 1998, Aberdeen voluntarily filed a registration
statement on Form 10-SB with the Securities and Exchange Commission to
become a reporting company under the Securities Exchange Act of 1934 which
became automatically effective 60 days after its filing.
At December 31, 1999, Aberdeen had no operating history nor any
revenues or earnings from operations. Aberdeen had no significant assets
or financial resources. The sole shareholder of Aberdeen had agreed to pay
all expenses incurred by it until a business combination was effected
without any expectation of repayment to it by Aberdeen.
In 1999, Aberdeen sought to locate and negotiate with a
business entity for the combination of that target company with it.
ATI
ATI (the "Company") is a development-stage company,
incorporated under the laws of the State of Delaware on October 10, 1995.
ATI was organized to identify, assess, acquire and capitalize on innovative
technologies introduced and developed by scientists throughout the world
with particular emphasis on technologies originating in Israel, Russia and
Germany.
Until recently, the Company had been principally engaged in
identifying, reviewing and assessing technologies for their commercial
applicability and potential.
The Company has acquired interests in two technologies relating to
thick film heating elements and organic waste processing with generation of
fuel products ("Flexitech's PHE Technology" and "Pirocat's Organic Waste
Conversion Technology," respectively). As of December 3, 1999, the Company
has transferred its ownership interest in a certain silicon compound ("EKOR
Compound") back to Eurotech, Ltd. a technology holding company that owned
exclusive rights in the EKOR Compound.
1. Israeli Technologies
A. Flexitech's PHE Technology. This technology allows for the
application of a proprietary polymer thick film onto a polymer, ceramic or
metal surface, which, when charged with an energy source, emits heat. The
surface to which the film is applied becomes a heating element, thereby
allowing for the application of heat directly to the surface to be heated.
The more energy is supplied to the polymer film, the higher the temperature.
The heating element involved is highly conductive, flexible and energy
efficient. The proprietary film which forms the basis of the PHE technology
can be printed onto hard-to-reach areas which permits the PHE technology to
be intimately applied onto multidimensional surfaces. The advantages of the
PHE technology over the existing heat sources include its higher heat
dissipation from the unit surface on the surface to be heated, its
durability, versatility, very low thermal mass and high price
competitiveness with similar heat technologies. The commercial applications
of the PHE technology may include consumer heating appliances, automotive
industry for heated rear view mirrors, industrial machinery requiring
heating elements.
B. Pirocat's Organic Waste Conversion Technology. Organic Waste
Conversion technology represents a process whereby organic elements present
primarily in plastics are converted into liquid fuel base products which are
used to make market grade gasoline, diesel fuel and fuel oils. The process
is based on pyrolisis and catalytic cracking of the hydrocarbons and
fluidized bed technologies which have been in use for many years. More
specifically, pyrolisis is the process of heating plastic into a liquid.
Once liquified, plastic is subjected to catalytic cracking whereby the
plastic is broken down to elemental components, including hydrocarbons which
comprise fuels such as gasoline. The process appears to offer oil products
that are both ecologically cleaner and more economical to produce. The
advantages of this conversion technology include better environmental
characteristics, higher quality fuel, relative simplicity and low costs of
operating.
2. EKOR Compound Technology.
A. Silicon Compound Technology (the "EKOR Compound"). EKOR Compound
is a patented silicon geo-polymer developed by scientists at the Kurchatov
Research Institute in Moscow, Russia, specifically for containment of
ecologically hazardous radioactive materials that persist from the 1986
explosion of the Chernobyl Nuclear Power Plant Reactor 4 in Chernobyl,
Ukraine. Application of the EKOR Compound foam layer is intended to contain
radioactive dust in an enclosed area by forming a permanent barrier between
the soil and the air thus trapping the contamination. In testings conducted
at the Kurchatov Research Institute, the EKOR Compound has been shown to be
highly resistant to radiation and structural degradation from exposure to
radiation, fire-resistant, water-proof, and capable of being formulated in
densities that display considerable structural strength and weight-bearing
properties. In high dosage radiation tests, the EKOR Compound has met or
exceeded all specifications for containment materials developed by the
Chernobyl authorities. Eurotech Ltd. has exclusive licensing rights to the
production and application of this compound and is marketing it to the
nuclear waste industry as the only tested material capable of containing
radioactive waste for hundreds of years.
KEY AGREEMENTS AND TERMS
In the effort to accomplish its formation goals, the Company has
acquired ownership interests in the companies and technologies described
below.
Israeli Heating Elements and Waste Conversion Agreements. The
Company has entered into agreements
with Ofek Le-Oleh Foundation, Ltd. (the "Foundation"), an Israeli incubator
company with an authority to manage and distribute Israeli government funds
needed to create infrastructure for the incubation technologies. The
Foundation holds a 20% ownership interest in two Israeli companies,
Flexitech, Ltd. ("Flexitech"), and Pirocat, Ltd. ("Pirocat"). Under the
terms of the agreements with the Foundation, the Company acquired 20% equity
interest in certain technologies developed by Flexitech and Pirocat.
Flexitech has developed a heating element which can be printed on a thin
film substrate and Pirocat has developed a technology which allows for
conversion of plastic waste into fuel which can be used to produce gasoline,
diesel fuel and heating oil.
Under the terms of the agreements with those companies, the Company
received 20% of each of Flexitech's and Pirocat's common equity in exchange
for a $60,000 investment in Flexitech and Pirotech. The $60,000 investment
is payable in four payments of $15,000 to each company involved. The first
such payment has been paid to each Israeli company. In addition, the Company
also obtained an option to purchase additional 20% to 25% of the common
equity of either or both Israeli companies for a sum to be determined in the
future. This option is exercisable for a period of 90 days commencing after
the first year of the period during which Flexitech and Pirocat receive
financing from the government of Israel. Such sale of the common equity of
both Flexitech and Pirocat requires consent of the Chief Scientist of the
Israeli Ministry of Commerce and Technology. Also pursuant to the terms of
the same agreements, the Company is represented by a director on each of
Flexitech's and Pirocat's Boards' of Directors. Each Board is comprised of
four directors: two directors appointed by the Foundation, a director
appointed by the scientist, and the Company's director. All decisions of the
Board must be made by a majority of the directors.
EKOR Compound Agreement. The Company has also entered into an
agreement with Eurotech Ltd., ("Eurotech"), a technology holding company
formed to capitalize on acquisition and commercialization of advanced
technologies developed by research institutes and individual researchers
worldwide. On December 3, 1999 the Company announced several substantive
revisions to the original agreement between parties. Under the terms of the
most recent agreement between the Company and Eurotech, Eurotech gives back
to the Company its equity holding in the Company and issues 2,000,000
restricted shares of Eurotech common stock to the Company. Additionally,
Eurotech assumed a $1,100,000 Kurchatov debt, which will be converted into
restricted stock, and Eurotech will pay a 2% perpetual royalty from the
gross revenue received on any contract related to the EKOR Compound
technology, including sales, servicing and licensing. The original contract
did not provide for servicing royalties by Eurotech on the sales of the EKOR
Compound. In exchange, Kurchatov gives back to Eurotech Kurchatov's 50%
equity interest in the EKOR Compound's profits. The new arrangement was
undertaken to allow both companies to independently concentrate on their
respective technology areas.
Kurchatov's Acquisition of Cetoni Umwelttechnolog Entwicklungs GmbH,
("Cetoni"). On December 6, 1999, the Company announced that is has completed
the acquisition of Cetoni, a German company focusing on engineering and
design of the consumer products. The Company has agreed to acquire all
assets of Cetoni and to assume a certain part of Cetoni's liabilities. As
consideration for the acquisition, the Company delivered to the principal
shareholders of Cetoni an aggregate of 5,000,000 share of common stock of
the Company. During years prior to the acquisition, Cetoni has focused its
engineering and design resources on the development of product offerings in
the automotive and consumer sector products, e.g. bathroom accessories,
resealable pop-top can technology, resalable soft pack technology, fruit
peeler, and butter spreader. Cetoni products have been sold to the consumer
markets in Europe and the United States through retail and wholesale
distributors.
Proposed Bavaria Tech, Ltd. Agreement. On May 26, 1999, the Company
entered into a non-binding letter of intent with Bavaria Tech, an affiliate
of the Company by virtue of common principal shareholders. The letter of
intent contemplates a proposed acquisition of all of Bavaria Tech's
outstanding shares of common stock for the common stock of the Company. The
number of shares to be exchanged is initially set on a one-for-one basis and
would approximate 9.5 million shares. This number of shares is subject to
adjustment based upon a valuation of the assets Bavaria Tech. Bavaria Tech
is in the process of completing its acquisition of a certain device and
method for examining metal alloying by means of gamma or beta rays ("Gamma
Ray Examination Technology") developed by Israeli scientists. No assurance
is given that the Company will complete the proposed acquisition of Bavaria
Tech or that if such transaction is consummated that the Company will be
successful in marketing Bavaria Tech's products, that any such products or
technologies gain market acceptance, that superior products or technologies
will not be developed which may render these products or technologies
obsolete, or that the Company will generate sufficient revenue therefrom.
CURRENT OPERATIONS
The competition in the technology proliferation and transfer market
is highly intense and is based on product and technology recognition and
acceptance, novelty and marketability of an invention, price, and sales
expertise. Currently, the Company has placed the primary emphasis on product
development, dependability and patentability of its acquired inventions. As
a part of the Company's day-to-day operations, the Company's consultants
review a number of technologies, innovations, ideas and intellectual
properties with the purpose of evaluating the novelty of a technological
idea, assessing additional research and development investment required to
bring an invention to a point where it may be commercially exploited, and
prospects for patentability and marketability of a reviewed technology. The
Company consultants also estimate the costs and time required to complete
research and development of a technology necessary to achieve commercial
viability as well as initial steps required for introducing the technology
to the market, e.g. production of samples and development of marketing
strategy and documentation required to obtain patent protection covering the
technology. A proposed acquisition of an invention or technology is usually
accomplished by means of equity investment, purchase, assignment and
licensing arrangements directly from the scientists or technology developers.
The Company has not generated any revenues from any of its acquired
technologies and is currently operating at a loss. The Company requires
additional funding to achieve its growth objectives. If the Company does not
receive additional funding, it will not be able to pursue the intended
marketing plan and, in such case, may not be able to successfully conduct
its operations. There is no assurance that the Company will be successful in
marketing any of its technologies or in generating any meaningful revenues
from operations.
MARKETING
The Company's primary business focus is placed upon the
commercialization of advanced technologies
and commercial products resulting therefrom. The Company anticipates that
chemical manufacturing, radioactive contamination, correction
and transportation industries will be the primary markets for the Company's
products and technologies. The Company has limited experience in marketing
of products and services in these fields and intends to rely on licensing
and joint venture opportunities with multinational companies for the
marketing and sale of its technologies.
With the acquisition of Cetoni, the Company acquired a wide range of
basic consumer products to be distributed both at the retail and wholesale
level worldwide. The Company also has little experience marketing products
of a consumer nature. There is no assurance that the Company will be
successful in developing a market for any of its products or that it will
gain any market recognition and acceptance.
TRADEMARKS AND PATENTS
Israeli PHE and Waste Conversion Patents. The Company has entered
into exclusive patent arrangements with Flexitech and Pirocat concerning
Heating Element and Waste Conversion technologies.
EKOR Compound Technology. Eurotech, Ltd. holds exclusive rights of
all right, title and interest, inclusive of all patent and other
intellectual property rights, in and to the EKOR Compound technology in
Canada, China, Japan, Republic of Korea, the United States of America,
Ukraine and all member countries of the European Patent Agreement (the
"EAPS") until August 1, 2014. On March 23, 1999, EAPS was issued a patent on
the process for manufacturing its EKOR Compound from the United States
Patent and Trademark Office, Patent No. 5,886,060. On November 28, 1997, the
Ministry of Health of the Russian Federation certified EKOR Compound and its
components as non-toxic, thereby allowing for EKOR's production, delivery,
sale and use in the Russian Federation.
Cetoni's consumer patents. The Company has acquired several patents
as a result of the acquisition of Cetoni. All of the patent arrangements
entered by the Company are on an exclusive basis.
EMPLOYEES
The Company currently employs four full-time and no part-time
employees. The Company engages a number of independent consultants to
assist in the identification, assessment and acquisition of technologies in
the regular course of business.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's principal executive offices are at
Berlin, Germany. The 800 square feet executive space is located at
Taubenstrasse 20, D-10117, Berlin, Germany and its telephone number is (49)
30 201-7780 with a monthly rent of approximately $3,578 for a lease term of
5 years.
Centoni's principal executive offices are located in a 220 square
meter space at Patriching 26, D-94034, Passau, Germany and its telephone
number (49)851 955-260. The facility is leased with a monthly rent of $750
with no expiration date. The facility is leased from a family member of the
former principal shareholder of Cetoni.
ITEM 3. LEGAL PROCEEDINGS
There is no current outstanding litigation in which ATI or Aberdeen
are involved and ATI and Aberdeen are unaware of any pending actions or
claims against either of them.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During 1999, there were no actions brought before the
securityholders of Aberdeen.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(A) GENERAL. As of December 31, 2000 there was no trading market
for the Aberdeen common stock. Aberdeen has an authorized capitalization of
100,000,000 shares of common stock of which 5,000,000 were issued as of
December 31, 1999 and 20,000,000 shares of preferred stock of which none
were issued.
ATI has an authorized capitalization of 50,000,000 shares of Common
Stock, $.0001 par value per share, of which 21,460,911 shares were issued
and outstanding as of December 31, 1999, and 1,000,000 shares of Preferred
Stock, $.001 par value per share, of which no shares were issued and
outstanding.
(B) MARKET INFORMATION. ATI has been a non-reporting publicly
traded company with certain of its securities exempt from registration under
the Securities Act of 1933. The sale of shares generated gross proceeds of
$613,000 during the year ended December 31, 1997. During March and April of
1999, ATI completed a convertible debenture financing for $750,000. ATI's
common stock is traded on the NASD OTC Bulletin Board currently under the
symbol AVDI. Prior to the change of the name from Kurchatov to ATI, the
common stock was traded under the symbol KRHL.
The Nasdaq Stock Market implemented a change in its rules requiring
all companies trading securities on the NASD OTC Bulletin Board to become
reporting companies under the Securities Exchange Act of 1934.
The Company was required to become a reporting company by the close
of business on January 19, 2000. Kurchatov acquired all the outstanding
shares of Aberdeen to become successor issuer to it pursuant to Rule 12g-3
in order to comply with the reporting company requirements implemented by
the Nasdaq Stock Market.
The following table sets forth the range of high and low bid quotes
of ATI:
52-Week Average: Average Price 1.42 (50-day) 1.74 (200-day)
Average Volume 36,100 (50-day) 25,800 (200-day)
52-Week High 3.625 on Friday, April 30, 1999
52-Week Low 0.125 on Wednesday, January 13, 1999
Date Volume High/Ask
December 31, 1999 101,000 1 7/8
January 7, 2000 194,500 2 5/8
January 12, 2000 33,100 2 1/4
HOLDERS
As of March 31, 2000, ATI had 15,885,911 shares of common stock
outstanding held by approximately 359 shareholders of record.
DIVIDENDS
Neither the Company nor Aberdeen have ever declared or
paid cash dividends on its common
stock and anticipates that future earnings, if any, will be retained for
development of its business. Payment of cash dividends in the future will be
wholly dependent upon the Company's earnings, financial condition, capital
requirements and other factors deemed relevant by them. It is not likely
that cash dividends will be paid in the foreseeable future. In the event of
the acquisition of or merger with a business by the Company, control of the
Company and its Board of Directors may pass to others. In that event, the
payment of dividends would be wholly dependent upon such persons.
ITEM 6. PLAN OF OPERATION
The following discussion provides an analysis of the plan of
operation for ATI during the next quarter and the balance of the fiscal
year. The following discussion contains certain forward-looking statements
that involve risks and uncertainties. The actual results of ATI's
operations could differ materially from those discussed herein.
ATI is a holding company formed to acquire and commercialize new or
previously existing but non-commercialized technologies particularly those
developed by prominent scientists and engineers in Israel, Russia and
Germany.
ATI was incorporated under the laws of the State of Delaware on
October 10, 1995 as Kurchatov Research Holdings, Ltd. On January 14, 2000,
Kurchatov acquired all outstanding shares of Aberdeen Acquisition
Corporation. ATI is a development stage company and its efforts have been
primarily devoted to technology identification and acquisition, research and
development, organizational efforts and raising capital.
As of December 31, 1998, ATI had a working capital deficiency of
$477,873, stockholder deficiency of $435,283 and a net loss of $2,054,513.
If losses continue, the Company may need to raise additional capital through
the placement of its securities or from debt or equity financing. If the
Company is not able to raise such financing or obtain alternative sources of
funding, management will be required to curtail operations. There is no
assurance that the Company will be able to continue to operate if additional
sales of its securities cannot be generated or other sources of financing
located.
ATI has not been profitable since its inception and expects to incur
significant operating losses over the next 12 months. The Company expects
that it will generate losses until at least such time as it can
commercialize its technologies, if ever. No assurances can be given that
the Company can complete developments of any technology or that, if any
technology is fully developed, it can be manufactured and marketed on a
large scale basis or at a leasible cost. Further no assurance can be given
that any technology will receive market acceptance. Being a development
stage company, ATI is subject to all risks inherent in the establishment of
a developing business.
ATI anticipates that its activities for the next 12 months will
consist of (1) the commercialization of the products and technologies
acquired in the Cetoni acquisition, (2) completion of additional
acquisitions already in progress, and (3) identification, evaluation and
acquisition of technologies in development.
ATI will require additional financing to continue to fund research
and development efforts, operating costs and complete additional technology
acquisitions. Management anticipates that it will be able to raise the
needed funds for operations. However, no assurance can be given that
additional financing can be obtained, or if obtained, that the terms will be
satisfactory to ATI.
ATI is exploring additional sources of working capital including
private sales of securities, joint ventures and licensing of technologies,
or a public offering of common stock. ATI has not entered into any
definitive agreements or arrangements to obtain any such sources of capital
and no assurance can be given that it can successfully obtain additional
capital or complete any proposed offering of securities.
ITEM 7. FINANCIAL STATEMENTS
The financial statements for the year ended December 31, 1999 for
Aberdeen Acquisition Corporation are attached hereto.
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 INDEPENDENT AUDITORS' REPORT
PAGE 2 BALANCE SHEET AS OF DECEMBER 31, 1999
PAGE 3 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 AND FOR THE PERIOD
FROM DECEMBER 3,1997 (INCEPTION) TO
DECEMBER 31, 1999
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 3, 1997
(INCEPTION) TO DECEMBER 31, 1999
PAGE 5 STATEMENTS OF CASH FLOW FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 AND FOR THE
PERIOD FROM DECEMBER 3,
1997 (INCEPTION) TO DECEMBER 31, 1999
PAGES 6 - 8 NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER
31, 1999
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Aberdeen Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Aberdeen Acquisition
Corporation (a development stage company) as of December 31, 1999 and the
related statements of operations, changes in stockholder's equity and cash
flows for the years ended December 31, 1999 and 1998 and for the period from
December 3, 1997 (inception) to December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in
all material respects, the financial position of Aberdeen Acquisition
Corporation (a development stage company) as of December 31, 1999, and the
results of its operations and its cash flows for the years ended December
31, 1999 and 1998 and from December 3, 1997 (inception) to December 31,
1999, in conformity with generally accepted accounting principles.
WEINBERG & COMPANY P.A.
Boca Raton, Florida
April 13, 2000
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1999
ASSETS
Cash $ 225
Loan receivable - related party 475
TOTAL ASSETS $ 700
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $.0001 PAR VALUE,
20,000,000 SHARES AUTHORIZED,
NONE ISSUED AND OUTSTANDING -
COMMON STOCK, $.0001 PAR VALUE,
100,000,000 SHARES AUTHORIZED,
5,000,000 ISSUED AND OUTSTANDING 500
CAPITAL IN EXCESS OF PAR 500
ACCUMULATED DEFICIT DURING DEVELOPMENT STAGE (300)
TOTAL STOCKHOLDERS' EQUITY 700
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 700
See accompanying notes to financial statements
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
AND FOR THE PERIOD FROM DECEMBER 3, 1997
(INCEPTION) TO DECEMBER 31, 1999
CUMULATIVE FROM
DECEMBER 3, 1997
(INCEPTION) TO YEARS ENDED
DECEMBER 31, 1999 DECEMBER 31
1999 1998
Income $ - $ - $ -
Expenses - - -
Bank charges 300 144 156
__________ __________ ________
NET LOSS $ (300) $ (144) $ (156)
See accompanying notes to financial statements
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 3, 1997
(INCEPTION)TO DECEMBER 31, 1999
DEFICIT
ACCUMULATED
DURING
COMMON PAID-IN DEVELOPMENT
STOCK CAPITAL STAGE TOTAL
Common Stock Issuance $500 $500 $ -- $1,000
Balance at December 31, 1997 500 500 -- 1,000
Net loss for the year ended
December 31, 1998 -- -- (156) (156)
Balance at December 31, 1998 500 500 (156) 844
Net loss for the year ended
December 31, 1999 -- -- (144) (144)
BALANCE AT DECEMBER 31, 1999 $500 500 (300) $ 700
See accompanying notes to financial statements
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
AND FOR THE PERIOD FROM DECEMBER 3, 1997
(INCEPTIION) TO DECEMBER 31, 1999
CUMULATIVE
FROM DECEMBER
3, 1997
(INCEPTION) TO YEARS ENDED
DECEMBER DECEMBER 31,
31, 1999 1999 1998
CASH FLOW FROM OPERATING
ACTIVITIES:
Net loss $ (300) $(144) $(156)
Adjustment to reconcile
net loss to net cash
used by operating
activities -- -- --
Net cash used in operating
activities (300) (144) (156)
CASH FLOWS FROM INVESTING
ACTIVITIES:
INCREASE IN LOAN RECEIVABLE (475) (475) --
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock 1,000 -- --
Increase (Decrease) in
loan payable -- (50) 50
Net cash provided by
financing activities 1,000 (50) 50
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 225 (669) (106)
CASH AND CASH EQUIVALENTS -- 894 1,000
BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 225 $ 225 $894
See accompanying notes to financial statement.
ABERDEEN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
A ORGANIZATION AND BUSINESS
OPERATIONS
Aberdeen Acquisition
Corporation (a development
stage company) ("the
Company") was incorporated
in Delaware on December 3,
1997 to serve as a vehicle
to effect a merger,
exchange of capital stock,
asset acquisition or other
business combination with
a domestic or foreign
private business. At
December 31, 1999, the
Company had not yet
commenced any formal
business operations, and
all activity to date
relates to the Company's
formation and proposed
fund raising. The
Company's fiscal year end
is December 31.
The Company's ability to
commence operations is
contingent upon its
ability to identify a
prospective target
business and raise the
capital it will require
through the issuance of
equity securities, debt
securities, bank
borrowings or a
combination thereof. (See
note 4).
B USE OF ESTIMATES
The preparation of the
financial statements in
conformity with generally
accepted accounting
principles requires
management to make
estimates and assumptions
that affect the reported
amounts of assets and
liabilities and disclosure
of contingent assets and
liabilities at the date of
the financial statements
and the reported amounts
of revenues and expenses
during the reporting
period. Actual results
could differ from those
estimates.
C CASH AND CASH EQUIVALENTS
For purposes of the
statement of cash flows,
the Company considers all
highly liquid investments
purchased with an original
maturity of three months
or less to be cash
equivalents.
D INCOME TAXES
The Company accounts for
income taxes under the
Financial Accounting
Standards Board of
Financial Accounting
Standards No. 109,
"Accounting for Income
Taxes" ("Statement 109").
Under Statement 109,
deferred tax assets and
liabilities are recognized
for the future tax
consequences attributable
to differences between the
financial statement
carrying amounts of
existing assets and
liabilities and their
respective tax basis.
Deferred tax assets and
liabilities are measured
using enacted tax rates
expected to apply to
taxable income in the
years in which those
temporary differences are
expected to be recovered
or settled. Under
Statement 109, the effect
on deferred tax assets and
liabilities of a change in
tax rates is recognized in
income in the period that
includes the enactment
date. There were no
current or deferred income
tax expense or benefits
due to the Company's
limited operations for the
period ended December 31,
1999.
NOTE 2 STOCKHOLDERS' EQUITY
A PREFERRED STOCK
The Company is authorized
to issue 20,000,000 shares
of preferred stock at
$.0001 par value, with
such designations, voting
and other rights and
preferences as may be
determined from time to
time by the Board of
Directors.
B COMMON STOCK
The Company is authorized
to issue 100,000,000
shares of common stock at
$.0001 par value. The
Company originally issued
4,750,000 and 250,000
shares to Pierce Mill
Associates, Inc. and
Cassidy & Associates,
respectively. In December
1999 the original
stockholders transferred
all of their shares to TPG
Capital Corporation, a
related entity through
common ownership which
resulted in TPG owning the
5,000,000 outstanding
shares at December 31,
1999. (See note 3).
NOTE 3 RELATED PARTIES
Legal counsel to the
Company is a firm owned by
a director of the Company
who also owns 100 % of the
outstanding stock of
Pierce Mill Associates,
Inc., the former 95%
shareholder. Legal counsel
is also the controlling
owner of Cassidy &
Associates, the former 5%
shareholder. The same
party also owns a
controlling interest in
the outstanding stock of
TPG, the current 100%
owner of the Company.
(See note 2)
The loan receivable -
related party is due from
the former stockholder,
Pierce Mill Associates,
Inc., and is non-interest
bearing.
NOTE 4 SUBSEQUENT EVENTS
Pursuant to an agreement
and plan of reorganization
(the "Acquisition
Agreement") effective
January 14, 2000,
Kurchatov Research
Holdings, Ltd., acquired
all of the Company's
outstanding shares of
common stock from the
shareholder thereof in
exchange for an aggregate
of 400,000 shares of
Kurchatov (the
"Acquisition"). As a
result, the Company became
a wholly owned subsidiary
of Kurchatov.
The Acquisition was
effective on January 14,
2000 and is intended to
qualify as a
reorganization within the
meaning of section 368
(a)(1)(B) of the Internal
Revenue Code of 1986, as
amended. For financial
accounting purposes the
Acquisition will be
accounted for using the
purchase method of
accounting.
Prior to the Acquisition,
Kurchatov had 21,460,911
shares of common stock
issued and outstanding,
and 21,860,911 shares
issued and outstanding
following the Acquisition.
Upon effectiveness of the
Acquisition pursuant to
rule 12g-3(a) of the
General Rules and
Regulations of the
Securities and Exchange
Commission, Kurchatov
became the successor
issuer to the Company.
Subsequent to the
Acquisition, Kurchatov
Research Holdings, Ltd.
changed its name to
Advanced Technology
Industries, Inc.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
As of December 31, 1999, the officer and
director of Aberdeen Acquisition Corporation were:
Name Age Position
James M. Cassidy 64 President, Secretary, Director
As of December 31, 1999, there were no agreements or understandings for
the officer or director to resign at the request of another person and the
above-named officer and director was not acting on behalf of or at the
direction of any other person.
The sole officer and director of Aberdeen resigned effective upon
completion of the Acquisition. Upon the resignation of the sole officer
and director of Aberdeen, the following persons were appointed to the
respective offices of the Company:
Name Age Title
Hans Joachim Skrobanek 51 President, Director
Jacques J. Saunder 79 Director
Hans Joachim Schuerholz 74 Director
Peter Goerke Vice President
James Samuelson Chief Operating Officer,
Chief Financial Officer of
Cetoni
HANS JOACHIM SKROBANEK serves as
president of the Company. From December 1999 to present, Mr. Skrobanek has
been a managing director of ERBC Holdings, Ltd. in Berlin,Germany.
Mr. Skrobanek was engaged in project financing and technology proliferation
from Russia and Ukraine. From 1995 to 1999, Mr. Skrobanek has been employed
as a consultant to Eurotech, Ltd. and was directly involved in
technology transfers from Russia and Israel to Western markets. Mr.
Skrobanek graduated from University of Frankfurt in 1976 with a Bachelor
of Commerce degree.
HANS JOACHIM SCHUERHOLZ serves as a
director of the Company. From 1995 to present, Mr. Schuerholz has served
as a managing director and consultant for a real estate company in
Saxony, Germany. From 1993 to 1995, Mr.Schuerholz was employed as a
legal consultant to the City of Dresden, Germany, in the area of
restitution and priority investment law. He graduated from
University of Muenster in 1953 with a legal degree.
JACQUES J. SAUNDER serves as a director
of the Company. For the past 5 years, Mr. Saunder has been the
President of Advanced Technologies Industries and from inception until
January, 2000, President of the Company. Mr. Saunder graduated from
College Royale Francais in Berlin, Germany in 1938 with a degree in
business, from the Haute Etude Commercial in Paris, France in 1949,
and City College of New York in 1965.
PETER GOERKE serves as a vice president of the Company.
Prior to joing the Company, Mr. Goerke served as the Chief of Department,
Intrcamion, an international transportationcompany. Mr. Goerke also served
as a consultant to Treuhandanstalt. Mr. Goerke received his Master Degree
in Policits from the Institute of International Relations, Moscow,
Russia.
JAMES SAMUELSON serves as Chief Operating Officer and
Chief Financial Officer of the Company's wholly-owned subsidiary Cetoni.
From February 1998 to January 2000, Mr. Samuelson served as vice president
of Corporate Finance for Eastbrokers AG/WMP Bank AG, Vienna, Austria. In
1997, Mr. Samuelson served as a vice president of Grammont, Ltd., an
investment banking firm, Paris, France. Mr. Samuelson received his Master
of Business Degree in 1996 and Bachelor of Science Degree in Business
Administration in 1992, both from Creighton University.
ITEM 10. EXECUTIVE COMPENSATION
No officer of ATI earned in excess of $100,000 during the last fiscal
year.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information
regarding the shareholdings of ATI's current directors and executive
officers and those persons or entities who beneficially own more
than 5% of its common stock (giving effect to the exercise of the
warrants held by each such person or entity):
Number of shares of Percent of Common
Common Stock Beneficially Stock Beneficially
Owned Owned
Hans Joachim Skrobanek 175,000 1.1%
President, Director
Jacques J. Saunder 15,000 *
Director
Hans Joachim Schuerholz 15,000 *
Director
Kurt Seifman 4,184,940 26.3%
Cetoni Holdings, Ltd. 5,000,000 (2) 31.47%
CIS Development Corp. 405,000 (3) 2.54%
Less than 1%.
(1) Based upon 15,885,911 outstanding shares
of common stock.
(2) Cetoni Holdings, Ltd. is beneficially
owned by A. Schlattel.
(3) CIS Development Corp. is a co-founder of
Kurchatov Research Holdings, Ltd. and is
beneficially owned by Peter Gulko.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1. Agreement and Plan of Reorganization
between Kurchatov Research Holdings,
Ltd. and Aberdeen Acquisition
Corporation filed as Exhibit to Form 8-K
filed January 14, 2000 (file no. 0-23761).
(b) No reports on Form 8-K were filed in the
last quarter of the period covered by
this report, but a Form 8-K reflecting
the Acquisition was filed January 14, 2000.
SIGNATURES
In accordance with Section 13 of 15(d)
of the Exchange Act, the registrant caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
ADVANCED TECHNOLOGY INDUSTRIES, INC.
By /s/ Hans Joachim Skrobanek, President
By /s/ James Samuelson
Chief Financial Officer
Name Title Date
/s/ Hans Joachim Skrobanek Director April 13, 2000
/s/ Hans Joachim Schuerholz Director April 13, 2000
