ADRIATIC HOLDINGS LTD, SB-2, 1999-12-22

ADRIATIC HOLDINGS LTD
SB-2, 1999-12-22

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 22, 1999

REGISTRATION STATEMENT NO. 333-

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ADRIATIC HOLDINGS LIMITED
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

<TABLE>
<S> <C> <C>
NEVADA 3644 91-1918326
(STATE OR JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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114 W. MAGNOLIA STREET, SUITE 446
BELLINGHAM, WASHINGTON 98225
(360) 715-3396
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

ROBERT W. KNIGHT
ADRIATIC HOLDINGS LIMITED
114 W. MAGNOLIA STREET, SUITE 446
BELLINGHAM, WASHINGTON 98225
(360) 715-3396
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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COPIES TO:

STEVEN SANDERS, ESQ.
BECKMAN, MILLMAN & SANDERS LLP
116 JOHN STREET, SUITE 1313
NEW YORK, NEW YORK 10038
(212) 406-4700

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Security Price (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001
par value 5,000,000 $0.10 $500,000 $132
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.

SUBJECT TO COMPLETION, DATED ___________________

PRELIMINARY PROSPECTUS

5,000,000 Shares

ADRIATIC HOLDINGS LIMITED

Common Stock

This is a public offering of 5,000,000 shares of common stock of Adriatic
Holdings Limited.

There is currently no public market for the common stock. We will list the
common stock on the OTC Bulletin Board under the proposed symbol "____".

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING
ON PAGE 5 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE
COMMON STOCK.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATIONS MADE TO
THE CONTRARY IS A CRIMINAL OFFENSE
----------

Per Share Total
Public offering price ..................................... $0.10 $500,000
Total Proceeds, before expenses, to us .................... $0.10 $500,000

THE DATE OF THIS PROSPECTUS IS __________________, 2000

<PAGE>

PROSPECTUS SUMMARY

This summary highlights selected information from elsewhere in this
prospectus. It is not complete and may not contain all of the information that
is important to you. To understand this offering fully, you should read the
entire prospectus carefully, including the risk factors and financial statements
and the related notes to those statements included in this prospectus.

THE COMPANY

Adriatic Holdings Limited was incorporated in the State of Nevada on July
9, 1998 (hereinafter, "Adriatic," "the Company," "we," "us," and "our," will
each refer to Adriatic Holdings Limited). The business of Adriatic is to become
a provider of electrical junction boxes and other quality electrical products
for use in both the public and private sector. Junction boxes are used for
housing underground wiring connections. They are commonly installed at street
intersections, in sidewalks, and anywhere else electrical connections are
required.

Pursuant to a licensing agreement (hereinafter, the "Licensing Agreement"),
dated August 15, 1998, we acquired the rights from J.A. Industries (Canada) Inc.
(hereinafter, "J.A. Canada"), to manufacture and distribute J.A. Canada's
patented underground electrical junction box (hereinafter, the "J.A. Junction
Box"). Under the terms of the Licensing Agreement, we agreed to pay to J.A.
Canada $5.00 per J.A. Junction Box sold by Adriatic with a minimum fee of $2,000
in 1998 and a minimum fee of $10,000 per annum for the life of the license. The
fee of $2,000 for 1998 has been paid. Sales for the J.A. Junction Box by J.A.
Canada were approximately $CD 500,000 (approximately $US 350,000) in 1993 and
$CD 500,000 (approximately $US 350,000) in 1994. Adriatic has not yet undertaken
the sale of any J.A. Junction Boxes or any other product.

Our offices are located at 114 W. Magnolia Street, Suite 446, Bellingham,
Washington 98225. Our telephone number is (360) 715-3396.

1
<PAGE>

THE OFFERING

Common stock offered by the Company ................ 5,000,000 shares

Price per share of common stock..................... $0.10

Common stock to be outstanding
after the offering(1) ........................... 7,090,000 shares

Use of proceeds .................................... Adriatic intends to use
its portion of the
proceeds for license fee
payments, marketing,
general and administrative
expenditures, development
of the business, working
capital and other general
corporate purposes. See
"Use of Proceeds."

Proposed OTC Bulletin Board symbol ................. _______

Risk factors For a discussion of the
risks, you should consider
before investing in the
common stock of Adriatic,
see "Risk Factors."

- ------------------
(1) See "Dilution."

2
<PAGE>

SUMMARY FINANCIAL INFORMATION

The following summary of financial information has been derived from the
financial statements included elsewhere in this prospectus and should be read in
conjunction with such financial statements and the related notes.

Statement of Operations Data (audited): From July 9, 1998
to December 31, 1998
Revenues ................................................ 0
Cost of revenues ........................................ 0
Operating expenses: ..................................... 0
Research and development ....................... 0
Loss from operations of Joint Venture .......... 0
General and administrative ..................... 11,964
Selling and marketing .......................... 0
Total operating expenses ................................ 11,964

(Loss) from operations .................................. (11,964)

Net (loss) .............................................. (11,964)
Net (loss) per share .................................... (.01)
Weighted average number of shares outstanding ........... 1,623,429

Balance Sheet Data:
Cash .................................................... 46
Working capital ......................................... (914)
Total assets ............................................ 46
Current Liabilities ..................................... 960
Total stockholders' deficit ............................. (914)

Statement of Operations Data (unaudited): From January 1, 1999
to September 30, 1999
Revenues ................................................ 0
Cost of revenues ........................................ 0
Operating expenses ...................................... 0
General and administrative .............................. 1,932
Total operating expenses ................................ 1,932
Loss from operations .................................... (1,932)

Net Loss ................................................ (1,932)
Net (loss) per share .................................... (.01)
Weighted number of common shares outstanding ............ 2,085,458

Balance Sheet Data:
Cash .................................................... $114
Working capital deficit ................................. $(846)
Total assets ............................................ $114
Current Liabilities ..................................... $960
Total stockholders' deficit ............................. $(846)

3
<PAGE>

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of
the United States federal securities laws that involve risks and uncertainties.
When included in this prospectus, the words "expects," "intends," "anticipates,"
"plans," "projects" and "estimates," and analogous or similar expressions are
intended to identify forward-looking statements. A potential investor in the
common stock offered hereby should use caution before relying on forward-looking
statements because actual results could differ materially from those anticipated
by such forward-looking statements in this prospectus. Factors which could cause
actual results to differ from those anticipated by forward-looking statements
can be found in "Risk Factors," "Management's Discussion and Analysis of
Financial Condition or Results of Operations" and "Business." Any
forward-looking statements contained in this prospectus speak only as of the
date of this prospectus. The Company expressly disclaims any obligation or
undertaking to publicly release any updates or revisions to any forward-looking
statement contained herein.

4
<PAGE>

RISK FACTORS

Investing in Adriatic shares is very risky.

You should be able to bear a complete loss of your investment. Before
making an investment, you should carefully read this prospectus and consider,
along with other matters discussed in this prospectus, the following risk
factors:

Adriatic has a limited operating history.

Adriatic was incorporated in July 1998 and thus has a limited operating
history. Adriatic is subject to all the general risks, problems, expenses,
difficulties, complications and delays frequently encountered in connection with
establishing any new business and operations.

Adriatic will cease doing business without the proceeds of this offering.

We currently have insufficient capital to commence operations and are
dependent on the proceeds of this offering to begin such operations. Our success
is contingent, in part, on our ability to develop our strategy and to raise the
funds which are necessary to purchase equipment and raw material in order to
produce the J.A. Junction Box. We believe that revenues from the J.A. Junction
Box will constitute a significant portion of our revenue for the foreseeable
future. Accordingly, any factor adversely affecting the development, promotion
and revenues from the J.A. Junction Box would have an adverse effect on our
business and on the results of our operations. There is still no assurance that
Adriatic, even with the funds from this offering, will successfully maintain
operations at a level sufficient for an investor to obtain a return on his
investment in our common stock.

Adriatic lacks multiple directors and officers.

Mr. Robert W. Knight serves as Adriatic's sole director and officer. As an
officer of Adriatic, he serves as President, Treasurer and Secretary. In this
manner, all decisions made by the Company's Board of Directors are not made as a
result of a compromise or vote between multiple members of a board, but rather,
are made as a result of decisions made at the discretion of Mr. Knight alone.

Adriatic is dependent on key personnel.

Our business plans are significantly dependent upon the abilities and
continued participation of Mr. Knight. Mr. Knight has not entered into an
employment agreement with us and there can be no assurance that he will continue
to provide services to us. Mr. Knight will devote only a portion of his time to
Adriatic activities. The loss by or unavailability to the Company of Mr.
Knight's services would have an adverse effect on our business, operations and
prospects. There can be no assurance that Adriatic would be able to locate or
employ qualified personnel to replace Mr. Knight, should his services be
discontinued.

Adriatic requires additional financing in order to stay in business.

We believe that the proceeds of this offering will enable us to maintain
our operations and working capital requirements approximately for the next 12
months, without taking into account any internally generated funds from
operations. Thereafter, we will require additional funds to maintain and expand
our operations. Adequate funds for this purpose on terms favorable to Adriatic,
whether through equity financing, debt financing, or other sources, may not be
available when needed. Our inability to obtain adequate financing could have an
adverse effect on the Company. Furthermore, if we do find additional financing,
such financing may result in the further dilution in the equity ownership of the
shares being offered in this prospectus. See "Use of Proceeds."

Adriatic may continue to be unprofitable.

We have had no revenue since our incorporation in July 1998. We have yet to
undertake the sale of any J.A. Junction Boxes or any other products. Even after
we commence selling the J.A. Junction Box, there is no guarantee that we will
become profitable. The junction box industry is highly competitive and there is
no guarantee that we will be able to secure the business of our target buyers.

5
<PAGE>

The business and operations of Adriatic is controlled by certain stockholders.

Upon completion of this offering, Mr. Knight and other present stockholders
will beneficially own approximately 29.4% of Adriatic's outstanding common
stock, assuming the sale of all 5,000,000 shares in this offering. As a result,
these stockholders will be able to exercise significant control over all matters
including the control of our management, policies and operations and those
matters requiring stockholder approval, including the election of all of
Adriatic's directors and approval of significant corporate transactions. See
"Management" and "Principal Stockholders."

An unfavorable resolution of current litigation against J.A. Canada could
have an adverse effect on Adriatic's business.

J.A. Canada is currently the defendant in a lawsuit concerning the J.A.
Junction Box, Canadian patent #2,030,251. The Plaintiffs, Westcoast Engineering
Ltd. and Nonad Plastic Ltd., both British Columbia companies, allege among other
things, that the Canadian patent issued on the J.A. Junction Box is invalid.
J.A. Canada feels that the suit lacks merit. Although J.A. Canada does not have
the necessary funds to adequately defend itself in this action, it has entered a
statement of defense. A judgment in favor of the plaintiffs would render the
patent on the J.A. Junction Box invalid. As a result, Adriatic would not be able
to prevent other competitors from using the technology and concept behind the
patented J.A. Junction Box for profit. If the patent is declared invalid, then
we have the option to cancel the Licensing Agreement with J.A. Canada. However,
in this event, even if we do cancel the Licensing Agreement, we would be
entitled to manufacture the product without paying any fees to J.A. Canada,
since J.A Canada would no longer hold an absolute interest in the J.A. Junction
Box. We believe that the lawsuit will be resolved within the next 24 months,
although no assurance can be given. See "Business - Legal Matters."

Adriatic's success is dependent on intellectual property rights.

Our exclusive ability to manufacture and successfully market the J.A.
Junction Box depends on whether J.A. Canada has a valid patent. If the patent is
valid, then, under the Licensing Agreement, we will retain the exclusive right
to use the J.A. Junction Box technology for profit. If this patent is invalid,
this may seriously diminish our ability to compete with other manufactures of
junction boxes. Although we would save the fee paid to J.A. Canada under the
Licensing Agreement, we would no longer have the exclusive rights to manufacture
the J.A. Junction Box.

There are uncertainties regarding marketing of Adriatic's product.

We intend to market the J.A. Junction Box within the United States.
However, our product has had only limited use in the field and is not approved
for use in the United States. Furthermore, our product has had limited marketing
success in the past due to the lack of funds on the part of J.A. Canada to
promote and develop the product. Even if the J.A. Junction Box is accepted by
end users, there is no assurance that the United States market will provide
sufficient revenue and earnings to permit on-going operations. In the event that
we are not able to successfully market our products, we may seek to develop
other new opportunities, although no assurances can be made.

Failure to attain approval for the use of the J.A. Junction Box in the
United States would adversely affect the business of Adriatic.

Failure to attain approval of the J.A. Junction Box for use in the United
States would have a material adverse effect on our financial condition, results
of operations and cash flows. In order to sell the J.A. Junction Box in a
particular state, we must first obtain approval from such state. Each state has
its own requirements for approving use of junction boxes and typically require
that applicants submit blueprints of the junction box and other documentation
demonstrating how the junction box complies with the state's specifications.
States also typically require that the junction boxes be tested in several test
locations. Adriatic intends to submit the junction box for testing in the State
of Washington as soon as practicable.

6
<PAGE>

Future regulation of the use or sale of polyurethane
may have a negative effect on our business.

We will use a product called polyurethane in the production of the J.A.
Junction Box. Polyurethane is a synthetic, oil-based substance, widely varying
in flexibility. Polyurethane can be any of various kinds of thermoplastic or
thermosetting resins often used in tough chemical-resistant coatings and in
adhesives, foams and electrical insulation. Although we do not foresee any
adverse effect on our operations as a result of any environmental laws in the
United States which may regulate the use and manufacture of polyurethane, there
can be no assurance that some future law would not have an adverse effect on our
business, financial condition and results of operations. We believe that our
activities conform to all present environmental regulations, if any, in all
material aspects.

The production of the J.A. Junction Box is dependent on raw materials.

The primary raw material used to manufacture the J.A. Junction Box is
polyurethane. Although we enjoy a long-term relationship with BASF Corporation
and Imperial Chemical Industries PLC, our suppliers of polyurethane, there can
be no assurance that polyurethane will be obtainable from such sources in the
future. Although Management believes that the current price of polyurethane is
stable, no assurance can be given that the price for polyurethane will not
increase or fluctuate in the foreseeable future. The supply and price of
polyurethane may be subject to significant influences and conditions beyond our
control. If the price of polyurethane should increase or if our supply of
polyurethane should become inadequate, our business operations and financial
condition could be adversely affected.

Potential acquisitions of other companies could have an
adverse effect on our business.

Although we have not engaged in any negotiations or agreements with respect
to any acquisition as of the date of this prospectus, we may decide to acquire
businesses, products or technologies in the future. However, a future
acquisition may adversely affect our operating results and/or the market price
of our common stock since we may do any one of the following in order to
complete the acquisition: (1) issue new equity securities, whereby the issuance
could potentially cause the new shares to be significantly diluted; (2) incur
significant debt; and (3) incur other liabilities and/or amortization expenses
related to goodwill and other intangible assets. Acquisitions by Adriatic may
also entail other risks which include the following: (1) the difficulty in
assimilating the operations of the acquired entity into those of Adriatic; (2)
the diversion of the attention of Management to business concerns other than
those directly pertaining to the Company; (3) the risk with which Adriatic may
be faced for entering markets in which Adriatic has no or limited experience;
and (4) the risk that key personnel from the acquired organization will leave
after such acquisition. No assurance can be given as to our ability to
successfully integrate any businesses, products, technologies or personnel that
might be acquired in the future, and the failure of the Company to do so could
have a material adverse effect on our business, financial condition and
operating results.

Management will use its discretion in the application of proceeds.

We intend to use the funds raised in this offering for the payment of the
promotion of our J.A. Junction Box and for working capital and general corporate
purposes. Although we do not contemplate a change in the allocation of the
proceeds earned from this offering, management reserves the right to determine a
new purpose for which such proceeds may be applied if we determine that such a
reallocation of proceeds is necessary. As a result of the foregoing, the success
of Adriatic may be substantially dependent upon the discretion and judgment of
the management of Adriatic with respect to the application and allocation of the
net proceeds hereof. For a further discussion of the proceeds earned from this
offering, see "Use of Proceeds" and "Business - Possible Joint Venture
Opportunities."

7
<PAGE>

The electronic junction box industry is highly competitive.

There are a number of companies that compete directly and indirectly with
the J.A. Junction Box. Our competitors consist of both domestic and
international companies. Many of these companies have financial, technical,
marketing, sales, manufacturing, distribution, and other resources that are
significantly greater than those of Adriatic. In addition, some of these
companies have name recognition, established positions in the market, and
long-standing relationships with customers who purchase electrical junction
boxes. Such competitors include Brooks Box, Inc., Westcoast Engineering, Ltd.,
Fogtite Inc., and Quazite Corp. These competitors may be developing junction
boxes that we are unaware of that may be similar to our junction box.
Accordingly, there is no assurance that we will be able to compete successfully
or that our competitors or future competitors will not develop junction boxes
that render our junction boxes less marketable.

There is no public market for the common equity of Adriatic.

As of the date of this prospectus, there is no public market for Adriatic's
common stock. Although we plan to apply for listing our common stock on the OTC
Bulletin Board, there can be no assurance that our attempts to do so will be
successful. Furthermore, if we do become listed with respect to our common stock
on the OTC Bulletin Board or elsewhere, there can be no assurance that a market
will develop for the common stock or that a market in the common stock will be
maintained. As a result of the foregoing, investors may be unable to liquidate
their investment for any reason. For a discussion of Adriatic's common stock,
see "Description of Securities."

The proceeds derived from this offering may be limited.

This offering is being conducted on a "best efforts only" basis. This means
that we are under no obligation, for purposes of this offering, to sell a
specified minimum amount of shares of our common stock. Furthermore, whatever
net proceeds we have realized, as a result of this offering, will not be
returned to any subscriber and such proceeds will be utilized by our management
in a manner it deems necessary in order to meet its proposed objectives. Under
these circumstances, if we only sell a small amount of shares of common stock,
the proceeds earned from the sale may not be adequate to meet all of our
proposed objectives. Furthermore, in the event that the investor cannot dispose
of his shares of Adriatic common stock, and since we decided not to return the
proceeds to any investor under any condition, the investor will be placed in the
position of having to hold stock of potentially lesser value. Additionally, the
investor would be placed in the position of necessarily having to rely on the
decisions of our management regarding the allocation of the proceeds from this
offering.

Purchasers of common stock in this offering will incur
substantial dilution of their shares.

Purchasers of the common stock in this offering will incur immediate
substantial dilution in the net tangible book value of approximately $0.04 per
share. The present stockholders of Adriatic have acquired their respective
equity interests at a cost substantially below the offering price. Accordingly,
the public investors will bear a disproportionate risk of loss per share. See
"Dilution."

Future sales of our common stock may negatively affect our stock price.

The future sale of shares by our existing stockholders may adversely affect
our stock price. After completion of this offering, our existing stockholders
will own an aggregate of 7,090,000 shares of common stock. All the shares of
common stock will be available for sale in the public market, subject in some
cases to compliance with the holding period and volume and manner of sale
limitations contained in Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act"). See the information set forth under the caption "Shares
Eligible for Future Sale" for a more detailed description of the restrictions on
selling shares after this offering.

8
<PAGE>

Adriatic stock could continue to be a "Penny Stock"
which would make it more difficult to trade.

The Securities and Exchange Commission (the "Commission") has adopted rules
that regulate broker-dealer practices in connection with transactions in "penny
stocks." Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver to
the prospective purchaser a standardized risk disclosure document prepared by
the Commission that provides information about penny stocks and the nature and
level of risks in the penny stock market. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
such rules, the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the prospective purchaser and receive
the purchaser's written agreement to the transaction. Furthermore, subsequent to
a transaction in a penny stock, the broker-dealer will be required to deliver
monthly or quarterly statements containing specific information about the penny
stock. It is anticipated that Adriatic's common stock will be traded on the OTC
Bulletin Board at a price of less than $5.00. In this event, broker-dealers
would be required to comply with the disclosure requirements mandated by the
penny stock rules. These disclosure requirements will likely make it more
difficult for investors in this offering to sell their common stock in the
secondary market.

The failure of Adriatic or third party vendors to be Year 2000
compliant could adversely impact our operations.

We may realize exposure and risk if systems on which we are dependent to
conduct our operations are not Year 2000 compliant. The Year 2000 issue arises
as the result of computer programs having been written, and systems having been
designed, using two digits rather than four to define the applicable year ("Year
2000"). Consequently, such software has the potential to recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculation causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

The Company does not expect to be affected by Year 2000 as it does not rely
on date-sensitive software or affected hardware. The Company's current
accounting and other systems were purchased "off-the-shelf". The Company intends
to timely update its accounting and other systems which are determined to be
affected by Year 2000 by purchasing Year 2000 compliant software and hardware
available from retail vendors at reasonable cost.

To date, the Company has not devised a contingency plan for a worst case
scenario resulting from Year 2000. The Company does not intend to create a
contingency plan at this time since Management has determined that such a
contingency plan would not be cost beneficial to the Company where it only
relies on software and systems for internal accounting purposes.

Management has not yet contacted other companies on whose services the
Company depends to determine whether such companies' systems are Year 2000
compliant. If the systems of the companies or other companies on whose services
we depend, including the Company's customers, are not Year 2000 compliant, there
could be a material adverse effect on the Company's financial condition or
result of operations.

9
<PAGE>

USE OF PROCEEDS

The net proceeds to Adriatic from the sale of the common stock offered in
this offering is estimated to be $460,000, after deducting estimated offering
expenses of $40,000 and assuming that no commissions are to be paid for any of
the shares to be sold. These proceeds are intended to be utilized substantially
as follows:

Approximate
Application of Proceeds Amount
- ----------------------- -----------

Equipment purchase $150,000

Facility Set Up $ 50,000

Raw Materials $100,000

Marketing $ 50,000

Working Capital $110,000
--------

Total $460,000

The amounts apportioned above are only estimates. As of the date of this
prospectus, Management anticipates expending the above total of $460,000 within
12 months of its receipt by Adriatic. See "Risk Factors." The actual amount
expended to finance any category of expenses may be increased or decreased by
our Board of Directors, in its discretion, if required by the operating expense
of Adriatic or if a reapportionment or redirection of funds, including
acquisitions consistent with the business strategy of Adriatic, is deemed to be
in the best interest of Adriatic. However, as of the date of this prospectus, we
have no specific plans, arrangements, understandings or commitments with respect
to any such acquisition. See "Risk Factors," "Business" and "Management's
discussion and analysis of financial condition or Plan of Operation."

In addition, pending the use of the proceeds from this offering as set
forth above, we may invest all or a portion of such proceeds in short-term,
interest-bearing securities, United States Government securities, money market
investments and short-term, interest-bearing deposits in major banks.

10
<PAGE>

DILUTION

The net negative tangible book value (total assets less total liabilities
and intangible assets) of Adriatic's common stock as of September 30, 1999 was
approximately $(846), or a nominal amount per share of common stock. Net
tangible book value per share represents the amount by which the liabilities
exceed the amount of total tangible assets, divided by 2,090,000 shares of
common stock currently outstanding.

Net tangible book value dilution per share represents the difference
between the amount per share paid by purchasers of the 5,000,000 shares of
common stock in this offering and the pro forma net tangible book value per
share of common stock immediately after this offering. After giving effect to
the sale by Adriatic of 5,000,000 shares of common stock offered hereby at an
assumed offering price of $0.10 per share, the pro forma net tangible book value
of Adriatic as of September 30, 1999 would have been approximately $459,154 or
$0.06 per share. This represents an immediate increase in pro forma net tangible
book value of $0.06 per share to existing stockholders and an immediate dilution
in pro forma net tangible book value of $0.04 per share to purchasers of common
stock in this offering.

Offering price per share of common stock offered hereby ............. $0.10
Net tangible book value per share before offering ................... $0.00
Increase per share attributable to new investors .................... $0.06
Pro forma net tangible book value per share after offering .......... $0.06
Net tangible book value dilution per share to new investors ......... $0.04
=====

The following table summarizes the relative investments of investors
pursuant to this offering and the current stockholders of Adriatic.

<TABLE>
<CAPTION>
Investors
Pursuant
Current to this
Stockholders Offering Total
------------ -------- -----
<S> <C> <C> <C>
Number of Shares of Common Stock Purchased 2,090,000 5,000,000 7,090,000
Percentage of Outstanding Common Stock After
Offering 29.5% 70.5% 100%
Gross Consideration Paid, Less Offering Costs $13,050 $460,000 $473,050
Percentage of Consideration Paid 2.7% 97.3% 100%
Average Consideration Per Share of Common Stock $0.006 $0.09 $0.07
</TABLE>

11
<PAGE>

DIVIDEND POLICY

Adriatic has never declared or paid any cash dividends. Adriatic currently
does not intend to pay cash dividends in the foreseeable future on the shares of
common stock. Management intends to reinvest any earnings in the development and
expansion of Adriatic business. Any cash dividends in the future to common
stockholders will be payable when, as and if declared by the Board of Directors
of Adriatic, based upon the Board's assessment of:

o the financial conditions of Adriatic;
o earnings;
o need for funds;
o capital requirements;
o prior claims of preferred stock to the extent issued and outstanding;
and
o other factors, including any applicable laws.

Therefore, there can be no assurance that any dividends on the common stock will
ever be paid.

12
<PAGE>

CAPITALIZATION

The following table sets forth the actual cash and capitalization of
Adriatic as of September 30, 1999 and the adjusted capitalization, which gives
effect to the consummation of this offering as if it occurred on September 30,
1999. This table should be read in conjunction with the financial statements and
related notes included elsewhere in this prospectus.

<TABLE>
<CAPTION>
September 30, 1999
---------------------------
(unaudited)
Actual As Adjusted
------ -----------
<S> <C> <C>
Cash and cash equivalents ....................................... 114 460,114
Short-term debt ................................................. 0.00 0.00
Long-term debt .................................................. 0.00 0.00
Stockholders' deficit:
Common Stock, $.001 par value; 25,000,000 shares
authorized, 2,090,000 shares (actual) and 7,090,000
shares (as adjusted) .............................. 2,090 7,090
Additional paid-in Capital ...................................... 10,960 465,960
Accumulated deficit ............................................. (13,896) (13,896)
Total stockholders' equity (deficit) ............................ (846) 459,154
Total capitalization .......................... (846) 459,154
</TABLE>

13
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial information concerning Adriatic has been
derived from the financial statements included elsewhere in this prospectus and
should be read in conjunction with such financial statements and the related
notes. The financial information as of December 31, 1998 has been derived from
the audited financial statements of Adriatic prepared by Spicer, Jeffries & Co.

Balance Sheet Data:
<TABLE>
<CAPTION>
Nine Months Ended Period from Inception
September 30, 1999 (July 9, 1998) to
(unaudited) December 31, 1998
(audited)

<S> <C> <C>
Total assets ........................... $114 46
Current liabilities .................... 960 960
Long-term debt ......................... 0 0
Total stockholders' equity (deficit) ... (846) (914)

Statement of Operations Data:

Revenue ................................ 0 0
Expenses:
Cost of Operations ................... 0 0
Selling, general and administrative .. 1,932 11,964
Other ................................ 0 0
Total Operating Expenses ...... 1,932 11,964
Income from Operations ................. 0 0
Interest Expenses ...................... 0 0
Interest and Other Income .............. 0 0
Loss before income taxes ............... (1,932) (11,964)
Provision for income taxes ............. 0 0
Net loss ............................... (1,932) (11,964)
</TABLE>

14
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATION

The information contained below includes statements of Adriatic
management's beliefs, expectations, hopes, goals and plans that are
forward-looking statements subject to certain risks and uncertainties that could
cause actual results to differ materially form those anticipated in the
forward-looking statements. For a description of such risks and uncertainties,
see the information set forth under the caption "Forward-Looking Statements,"
which information is incorporated herein by reference.

The following discussion and analysis should be read in conjunction with
the information set forth under the caption "Selected Financial Data" and the
financial statements and notes thereto included elsewhere in this prospectus.

Plan of Operation

Since our inception on July 9, 1998, we have not been engaged in any
significant operations nor have we had any revenues, as we are in the
development stage. Our only recent activities through November 30, 1999 include
organization of the Company and the raising of equity capital.

Until an infusion of capital from this offering, we will not be able to
commence operations. We currently have insufficient capital to commence
operations and are dependent on the proceeds of this offering to begin such
operations. We have suffered recurring losses from operations and have a working
capital deficiency of $846 which raise substantial concern regarding our ability
to continue as a going concern. We believe that the proceeds of this offering
will enable us to maintain our operations and working capital requirements
approximately for the next 12 months, without taking into account any internally
generated funds from operations. We will need to raise $500,000 to continue
operations for the next 12 months based on our capital expenditure requirements.
Capital will be raised pursuant to this filing.

We have the authority to issue 25,000,000 shares of common stock, $0.001
par value. Prior to this filing, we have raised all funds through private
placements. In July 1998, we issued 1,000,000 shares of common stock to one of
our founders for $1,000 and 50,000 shares of common stock to another founder for
$50. In September 1998, we issued 1,000,000 shares of common stock in connection
with an additional private offering for $10,000. In February 1999, we issued
40,000 shares of common stock in connection with an additional private placement
offering for $2,000.

After this current offering, we will require additional funds to maintain
and expand our operations. These funds may be raised through equity financing,
debt financing, or other sources, which may result in further dilution in the
equity ownership of the shares being offered in this prospectus.

There is still no assurance that, even with the funds from this offering,
we will be able to maintain operations at a level sufficient for an investor to
obtain a return on his investment in our common stock. Further, we may continue
to be unprofitable. At the current time, we have not begun manufacturing any
junction boxes, but expect to do so when the additional funds have been made
available. We do not have any debt and our financial statements report a loss of
$11,964 for the fiscal period ended December 31, 1998. For this period, we paid
$4,950 in office expenses and $1,050 in management fees to the original founding
shareholders. For the period ended September 30, 1999, we paid $288 in office
expenses. After we raise additional funds through this current offering, we
anticipate an increase in the number of employees to five.

15
<PAGE>

Management believes that the J.A. Junction Box has a competitive advantage
over the traditional steel and concrete junction boxes. The J.A. Junction Box is
manufactured with high impact polyurethane. Polyurethane is an oil-bases product
which is readily available in the market place. Its price and supply are stable
now, and is expected, in management's opinion, to remain so in the foreseeable
future, although there can be no assurance. The design of the Junction box is
cylindrical so that the lid, which provides access to the wiring connections,
cannot fall into the box while installation or repairs are being made.
Polyurethane construction allows for a much lighter product in comparison with
steel or concrete, allowing for easier production, installation and
transportation of the junction boxes. Further, the polyurethane J.A. Junction
Box is earthquake proof, impact resistant, and does not corrode or deteriorate.
The equipment needed to manufacture J.A. Junction Boxes include RIM cell
machinery, presses and moulds. The RIM cell machinery is used to compress
certain materials into polyurethane. The polyurethane is then poured into moulds
where it solidifies into the shape of the junction box.

Upon receipt of the funds from this offering, we plan to use $150,000 to
purchase the mentioned plant equipment. It is evident that the production
process will use an above normal amount of electricity and will require facility
upgrades and improvements to electrical sources. We anticipate spending a
further $50,000 on such facility upgrades. There is a patent on the junction box
and we do not anticipate any further need for Research and Development at this
time.

It is our goal to penetrate the junction box market in the first year of
operation with an estimated goal to capture 10% of the Pacific Northwest market
in underground junction boxes. Also, we plan to expand into the Eastern Canadian
and United States market, which management believes, and according to
International Municipal Signal Association publications, is a $350 million per
annum market.

Our functional currency is the United States Dollar and our consolidated
financial statements are reported in United States Dollars unless otherwise
stated.

Year 2000 Compliance

The Year 2000 issue arises as the result of computer programs having been
written, and systems having been designed, using two digits rather than four to
define the applicable year ("Year 2000"). Consequently, such software has the
potential to recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculation causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.

16
<PAGE>

BUSINESS

General

Adriatic was incorporated in the State of Nevada on July 9, 1998. Our
business is to become a provider of quality electrical products to users in both
the public and private sectors. Pursuant to the Licensing Agreement dated August
15, 1998, we acquired the rights from J.A. Canada to manufacture and distribute
J.A. Canada's patented J.A. Junction Box. This patent expires in 2021.
Underground electrical junction boxes are used for housing underground wiring
connections for electrical companies at street intersections, in sidewalks, on
highways and anywhere else electrical connections are required. The J.A.
Junction Box has the United States patent number 5,142,102, filed on August 25,
1992. Under the terms of the Licensing Agreement, we agreed to pay to J.A.
Canada $5.00 per J.A. Junction Box sold with a minimum fee of $2,000 in 1998 and
a minimum fee of $10,000 per annum for the life of the license. The fee of
$2,000 for 1998 has been paid. The Licensing Agreement, assuming Adriatic
maintains it in good standing, expires when the patent expires. Sales for the
J.A. Junction Box by J.A. Canada were approximately $CD 500,000 (approximately
$US 350,000) in 1993 and $CD 500,000 (approximately $US 350,000) in 1994. We
have not yet undertaken the sale of any J.A. Junction Boxes or any other
product.

Historically, junction boxes have been constructed out of steel and
concrete weighing between 100 and 200 pounds. Manufacturers of concrete junction
boxes are typically located in concrete manufacturing regions that are often
located long distances from the area of final installation. Thus, transportation
costs of these concrete boxes are often prohibitively expensive, causing most
concrete companies to produce only enough concrete junction boxes to service
their local markets.

Unlike conventional junction boxes, the J.A. Junction Box is manufactured
with a lightweight and high-impact polyurethane. As a result, the J.A. Junction
Box is light and durable. Because the J.A. Junction Box only weighs
approximately 15 pounds, it can be easily installed by one person. Management
believes that our products will be able to successfully compete with standard
concrete junction boxes which are heavier and cannot be installed without the
use of heavy machinery. In addition, unlike conventional junction boxes, the
design of the Junction box is cylindrical so that the lid, which provides access
to the wiring connections, cannot fall into the box while installation or
repairs are being made.

While different in design and material, the J.A. Junction Box retains all
the advantages of concrete junction boxes. It is resistant to high impacts,
including those generated by earthquakes. Similarly, the J.A. Junction Box does
not corrode or deteriorate when put into contact with gasoline, diesel fuel and
other corrosive elements.

We have not incurred any expenses for research and development of our
product in the past two years.

Plans for Expansion

It is our goal to capture 10% of the Pacific Northwest market in
underground junction boxes over the next two years, although no assurances can
be made. In addition, we plan to expand into the Eastern Canadian and United
States market, which is estimated by Management, based on reports in
International Municipal Signal Association publications, to be a $350 million
per annum market.

17
<PAGE>

There would be some risk of currency fluctuation, when selling the product
in Canada for Canadian Dollars and paying United States suppliers in United
States Dollars. Our target customers in Canada would be municipalities,
provincial highways, Transport Canada (airports), armed forces, and real estate
developers. In the United States, our target customers would be the Federal
Transport (military), states, counties and cities.

With the proceeds of this offering, we plan to lease a manufacturing
facility in Bellingham, Washington. Once a property is secured, management
estimates that it will cost approximately $50,000 to make the plant operational.
The cost would be funded from the proposed financing contemplated by this
filing. Our Management estimates that if the plant achieves certain production
and distribution goals, it will be able to supply the Pacific Northwest and
western Canada with J.A. Junction Boxes. We anticipate that similar plants will
be established in the eastern United States and Canada after the existing
markets in the Pacific Northwest and Western Canada are penetrated.

Possible Joint Venture Opportunities

We are aware of the existence of certain companies who are in the business
of developing and conducting joint venture enterprises with other corporate
entities. Although we will conduct our business as planned and scheduled, we may
explore the prospect of engaging in a joint venture if such a venture would
increase stockholder value. See "Risk Factors."

Marketing and Distribution

We plan to market our product using manufacturers' representatives.
Typically, these representatives work strictly on a commission basis whereby we
would negotiate a percentage payable as commission to the representatives for
all sales they generate. It is anticipated that for every customer the
representative brings to Adriatic, the representative would be entitled to a 10%
commission on all future sales to the customer. Additionally, we plan to attend
trade shows in target market areas to market our products. Either our management
or the manufacturers' representatives in that area would attend the shows. We
plan to print brochures on our product and mail them to major electrical
companies and wholesale distributors.

The product will be distributed directly by Adriatic. We plan to have
inventory on hand. This way, when orders are received from the manufacturers'
representatives or directly from customers, the orders will be packaged for
shipping and sent via trucking companies. We will sell our product Free On Board
("FOB") with the customer being charged for the freight costs.

Competition

There are a number of companies that compete directly and indirectly with
our product, including both domestic and international companies. Many of these
companies have financial, technical, marketing, sales, manufacturing,
distribution, and other resources, which are significantly greater than those of
Adriatic. In addition, some of these companies have name recognition,
established positions in the market, and long-standing relationships with
customers who purchase electrical junction boxes. Some of our competitors
include Brooks Box, Inc., Westcoast Engineering, Ltd., Fogtite Inc. and Quazite
Corp. Such competitors may be developing junction boxes of which we are unaware,
which may be similar to our junction boxes. Accordingly, there is no assurance
that we will be able to compete successfully or that our competitors or future
competitors will not develop junction boxes that render our junction boxes less
marketable.

18
<PAGE>

Intellectual Property Rights

We do not own the intellectual property rights to the J.A. Junction Box.
However, under the Licensing Agreement, we acquired the right from J.A. Canada
to manufacture and distribute its patented underground electrical J.A. Junction
Box. Under the terms of the Licensing Agreement, we are to pay J.A. Canada $5.00
for each J.A. Junction Box sold by us with a minimum fee of $2,000 in 1998 and a
minimum fee of $10,000 per annum for the life of the license. Sales for the
products by J.A. Canada were approximately $CD 500,000 (approximately $US
350,000) in 1993 and $CD 500,000 (approximately $US 350,000) in 1994.

Employees

We currently have one employee. There is no specified time period for
employment. However, with the anticipated manufacturing of the J.A. Junction
Box, we plan to hire five individuals to fill positions in operations; one
individual to perform clerical functions and two to serve in executive,
financial and/or administrative positions. Our sole employee is not represented
by a labor union. We will pay our current employee and any future employee/s a
salary on a bi-monthly basis. Furthermore, Management plans to implement an
employee incentive program in fiscal year 2000. See "Management - Board of
Directors and Executive Officers."

Seasonality

Our management does not believe that the change in season will have a
material affect on our financial condition or our operations with respect to the
manufacture and sale of the J.A. Junction Box.

Legal Matters

We are not currently involved in any material litigation or proceeding and
we are not aware of any material litigation or proceeding threatened against us.
There have been no suits involving Adriatic, its officer or director. However,
J.A. Canada is currently the defendant in a lawsuit involving the J.A. Junction
Box, Canadian patent #2,030,251. The Plaintiff, Westcoast Engineering Ltd. and
Nonad Plastic Ltd., both British Columbia companies, allege, among other things,
that the Canadian patent issued on the J.A. Junction Box is invalid. J.A. Canada
believes that the suit lacks merit. Although J.A. Canada does not have the
necessary funds to adequately defend itself, it has entered a statement of
defense. A judgment in favor of the plaintiffs would render the patent on the
J.A. Junction Box invalid. As a result, we would not be able to prevent other
competitors from utilizing this technology. If the patent is declared invalid,
we have the option to cancel the Licensing Agreement with J.A. Canada. However,
in this event, even if we do cancel the Licensing Agreement, we would still be
entitled to manufacture the product without paying any fees to J.A. Canada since
J.A Canada would no longer hold an absolute interest in the J.A. Junction Box.
We believe that the lawsuit will be resolved within the next 24 months, although
no assurance can be given. See "Risk Factors."

Facilities

Adriatic currently operates out of office space located at 114 W. Magnolia
Street, Suite 446, Bellingham Washington 98225. The President of Adriatic
provides this space free of charge. The office space aggregates approximately
1,000 square feet. We have not leased any manufacturing space at this time. Upon
completion of the proposed financing, we will move our operations to a
manufacturing facility once such a facility has been located and leased. The
President of Adriatic carries $2,000,000 in liability insurance on the current
office space.

Management has been actively searching for a site to build a manufacturing
facility in Bellingham, Washington, the present location of Adriatic's corporate
headquarters. It is expected that the facility will aggregate approximately
5,000 square feet of warehouse and manufacturing space and 1,200 square feet of
office space. Approximately 10,000 square feet of open yard space adjacent to
the facility should be utilized for outside storage of the junction boxes. At
this time, we have not determined the location or specifications of the
manufacturing facility.

To date, we have no investment or interest in any real estate, nor do any
of our principal officers.

19
<PAGE>

MANAGEMENT

Directors and Executive Officers

Robert Knight, age 42, is the Director, President, Secretary and Treasurer
of Adriatic.

Robert Knight has served as the Company's President, Secretary, Treasurer
and Director since July 9, 1998. Since September 1, 1998, Mr. Knight served as
President and Director of Coretech Industries, Inc., a development stage
company, formed to consolidate the yacht brokerage industry; Centaur BioResearch
Inc., which specializes in licensing its genetic research services and databases
to pharmaceutical and biotechnology companies by the Internet; and Torik
Corporation, a technology consulting firm specializing in Y2K impact analysis.
Since November 1997, Mr. Knight served as President and Director of Peregrine
Mineral Resources Group, Inc., a mineral exploration company. From June 24, 1997
to February 1, 1999, Mr. Knight served as President and Director of ANM Holdings
Corporation, a development stage company formed to provide quality clinical
research facilities. From March 24, 1997 to July 1, 1998, Mr. Knight served as
President and Director of AFD Capital Group, Inc., a development stage company
formed to develop quality electrical products. From November 12, 1996 to
February 1, 1999, Mr. Knight served as President and director of Biologistics,
Inc., a development stage company formed to engage in the business of clinical
consulting, contract packaging and labelling services for clinical studies. From
November 1995 to September 1996, Mr. Knight served as President and Director of
BioQuest, Inc., a development stage company formed to develop therapeutics and
vaccines for the effective treatment of the Human Immunodeficiency Virus (HIV),
formerly Victoria Enterprises, Inc. (after the merger between Victoria
Enterprises, Inc. and BioQuest, Inc. became effective, Mr. Knight resigned as
President, Secretary and Treasurer but remained a director until May 1998). From
December 1992 to June 1995, Mr. Knight served as President and Director of J.A.
Industries (Canada) Inc., a private British Columbia corporation formed to
become a provider of quality electrical products to the commercial and
industrial electrical industry. From June 1994 to August 1996, Mr. Knight served
as a Director of Everest Security Systems Corporation, a development stage
company formed to become a home alarm service and installation company. From
1991 to September 1996, Mr. Knight served as an independent financial consultant
involved in the administration of public companies. Mr. Knight has 15 years of
experience in corporate management and finance.

Board of Directors and Executive Officers

To date, Mr. Knight is the only executive officer and director of Adriatic.
Directors of Adriatic serve until the annual meetings of stockholders and until
their respective successors are duly elected and qualified. The executive
officers of the Company are elected annually by the Board of Directors and serve
terms of one year or until their death, resignation or removal by the Board of
Directors. See "Business - Employees."

Board Committees

In August 1998, the Board of Directors established an Audit Committee. To
date, Mr. Knight serves as the only member of the Audit Committee. The function
of the Audit Committee is to select and engage, on behalf of the Company,
independent public accountants to audit Adriatic's annual financial statements
and to review and approve the planned scope of the annual audit.

20
<PAGE>

Board of Advisors

To date, a formal Board of Advisors has not been selected; however, certain
persons have been solicited to serve on such board. Advisory board members will
provide the Company with general consulting services on matters that may or may
not be outside the scope of their specific industry expertise. Members will
serve at will and may resign at any time. At the time of selection of specific
individuals to serve as members on such board, the members will not be required
to investigate Adriatic or to verify its business plan, nor will they be
requested to do so. A member's agreement to serve on the Board of Advisors will
not constitute a recommendation or endorsement of them by Adriatic. Adriatic
plans to issue stock options to members of the Board of Advisors as
compensation.

Compensation of Directors

To date, Mr. Knight has not collected any compensation for his services as
Director of Adriatic.

Executive Compensation

The following summary sets forth the cash and other compensation paid or
accrued by Adriatic from July 9, 1998, the date of the Company's inception,
until November 30, 1999 with respect to services performed by Robert Knight for
services as Chief Executive Officer and President. To date, Mr. Knight has not
received compensation in salary and bonus in excess of $100,000.

<TABLE>
<CAPTION>
Long-term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Name and Other Annual Restricted Securities LTIP All Other
Principal Salary Bonus Compensation Stock Underlying Payouts Compensation
Position Year ($) ($) ($) Awards ($) Options (#) ($) ($)
- -------- ---- ------ ----- ------------ ---------- ----------- ------- ------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert Knight 1998 1,050 0 0 0 0 0 0
President/CEO 1999 0 0 0 0 0 0 0
</TABLE>

Employment and Consulting Agreements

To date, Adriatic has not entered into any employment or consulting
agreements with its employee or with any other entity.

Stock Option Plan

Although we have not implemented a Stock Option Plan, we intend to
implement such a plan in 2000. As of present date, we have decided to make the
plan eligible to our officers.

Limitation of Liability and Indemnification

Adriatic's Certificate of Incorporation and By-laws contain provisions
which reduce the potential personal liability of directors for certain monetary
damages and provide for indemnity of directors and other persons. We are unaware
of any pending or threatened litigation against Adriatic or its directors that
would result in any liability for which such director would seek indemnification
or similar protection.

21
<PAGE>

Such indemnification provisions are intended to increase the protection
provided to directors and, thus, increase our ability to attract and retain
qualified persons to serve as directors. With directors liability insurance only
available at considerable cost and with low dollar limits of coverage and broad
policy exclusions, we do not currently maintain a liability insurance policy for
the benefit of our directors, although we may attempt to acquire such insurance
in the future. We believe that the substantial increase in the number of
lawsuits being threatened or filed against corporations and their directors and
the general unavailability of directors liability insurance to provide
protection against the increased risk of personal liability resulting from such
lawsuits have combined to result in a growing reluctance on the part of capable
persons to serve as members of boards of directors of companies, particularly of
companies which intend to become public companies. We also believe that the
increased risk of personal liability without adequate insurance or other
indemnity protection for our directors could result in overcautious and less
effective direction and management of Adriatic. Although no directors have
resigned or have threatened to resign as a result of our failure to provide
insurance or other indemnity protection from liability, it is uncertain whether
Adriatic's directors would continue to serve in such capacities if improved
protection from liability were not provided.

The provisions affecting personal liability do not abrogate a director's
fiduciary duty to Adriatic and its stockholders, but eliminate personal
liability for monetary damages for breach of that duty. The provisions do not
eliminate or limit the liability of a director for failing to act in good faith,
for engaging in intentional misconduct or knowingly violating a law, for
authorizing the illegal payment of a dividend or repurchase of stock, for
obtaining an improper personal benefit, for breaching a director's duty of
loyalty to Adriatic or its stockholders, or for violations of the federal
securities laws. The provisions also limit or indemnify against liability
resulting from grossly negligent decisions including grossly negligent business
decisions relating to attempts to change control of Adriatic.

The provisions regarding indemnification provide that we will indemnify our
directors against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any action, suit or proceeding arising out of the director's status as a
director of Adriatic, including actions brought by or on behalf of Adriatic
(stockholder derivative actions). The provisions do not require a showing of
good faith. Moreover, they do not provide indemnification for liability arising
out of willful misconduct, fraud, or dishonesty, for "short-swing" profits
violations under the federal securities laws, or for the receipt of illegal
remuneration. The provisions also do not provide indemnification for any
liability to the extent such liability is covered by insurance. One purpose of
the provisions is to supplement the coverage provided by such insurance.
However, we do not currently provide such insurance to our directors, and there
is no guarantee that we will provide such insurance to our directors in the near
future, although Adriatic may attempt to obtain such insurance.

The above mentioned limitations of liability do not affect the availability
of equitable remedies such as injunctive relief or rescission.

To date, we have not entered into any indemnification agreements with our
officer and director. Indemnification agreements may require a company, among
other things, to indemnify its officers and directors against certain
liabilities (other than liabilities arising from willful misconduct of a
culpable nature) that may arise by reason of their status or service as
directors or officers. Such agreements may require a company to advance the
expenses of its directors or officers incurred as a result of any proceeding
against them as to which they could be indemnified. In addition, such agreements
may require a company to obtain directors' and officers' insurance if available
on reasonable terms. We reserve the right to enter into indemnification
agreements in the future with our directors and officers. See "Risk Factors."

22
<PAGE>

CERTAIN TRANSACTIONS

During the past two years, we have not entered into a transaction with a
value in excess of $60,000 with a director, officer or beneficial owner of 5% or
more of the Company's capital stock.

PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of the shares of
voting stock of Adriatic, as of November 30, 1999 by: (i) each person who is
known by Adriatic to beneficially own more than 5% of common stock; (ii)
Adriatic's Chief Executive Officer, (iii) each director, and (iv) all directors
and executive officers of Adriatic as a group.

<TABLE>
<CAPTION>
Shares Beneficially Shares to be Beneficially
Name and Owned Prior to Offering Owned After Offering
Address of -------------------------- ---------------------
Beneficial Owner(s) Number Percent(1) Number Percent(2)
- ------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
5% Stockholder:

G.M. Capital Partners, Ltd.(3) 1,000,000 47.8% 1,000,000 14.1%
Finneran Investments, Ltd.(4) 175,000 8.4% 175,000 2.5%
Noble Holdings Corporation(5) 175,000 8.4% 175,000 2.5%
Tiger-Eye Investments (Cayman) Ltd.(6) 175,000 8.4% 175,000 2.5%
Huda Limited(7) 175,000 8.4% 175,000 2.5%
Tamarin Investment Group, Inc.(8) 175,000 8.4% 175,000 2.5%
Kallur Enterprises Limited(9) 125,000 6.0% 125,000 1.8%

Executive Officers and Directors:

Robert Knight(10) 50,000 2.4% 50,000 <1%
Director/President/Secretary

All executive officers and
directors as a group 50,000 2.4% 50,000 <1%
</TABLE>
- ----------

(1) These percentage calculations are based on 2,090,000 shares, which are
outstanding prior to this offering (including shares that have been paid
for in full, but not issued) as of November 30, 1999.

(2) These percentage calculations are based on 7,090,000 shares outstanding
after this offering as of November 30, 1999.

(3) The address for G.M. Capital Partners, Ltd. is Suite 1A, Hirzel Street, St.
Peter Port, Guernsey, GY1 2NN Channel Islands.

(4) The address for Finneran Investments Ltd. is Columbus Centre Building,
First Floor, Road Town, Tortola, BVI.

(5) The address for Noble Holdings Corporation is P.O. Box 268, Bank of Nova
Scotia Building, George Town, Grand Cayman, Cayman Islands BWI.

(6) The address for Tiger-Eye Investments (Cayman) Ltd. is P.O. Box 884, Bank
of Nova Scotia Building, George Town, Grand Cayman, Cayman Islands, BWI.

(7) The address for Huda Limited is Herald House, 22 Hill Street, St. Helier,
Jersey JE4 9XB Channel Islands.

(8) The address for Tamarin Investments Group, Inc. is 22 Hill Street, St.
Helier, Jersey, JE4 9XB Channel Islands.

(9) The address for Kallur Enterprises Limited is Austrasse 39, FL-9490 Vaduz,
Principality of Liechtenstein.

(10) The shares issued to Mr. Knight are registered in the name of Knight
Financial Ltd., a private Delaware corporation controlled by Mr. Knight.
The address for Mr. Robert Knight is 114 W. Magnolia Street, Suite 446,
Bellingham, WA 98225.

23
<PAGE>

DESCRIPTION OF SECURITIES.

Common Stock

General. Adriatic's authorized capital stock consists of 25,000,000 shares
of common stock, $.001 par value per share. As of November 30, 1999, there were
2,090,000 shares issued and outstanding held by 46 holders of record. All shares
of common stock currently outstanding are validly issued, fully paid and
non-assessable. Furthermore, all shares which are the subject of this
prospectus, when issued and paid for pursuant to this offering, will be validly
issued, fully paid and non-assessable. At the completion of this offering, the
present stockholders of Adriatic as of November 30, 1999 will own beneficially
29.4% of shares outstanding if all of the shares offered in this respect are
sold.

Voting Rights. Each share of common stock entitles the holder thereof to
one non-cumulative vote, either in person or by proxy, at meetings of
stockholders. Since holders of common stock do not have cumulative voting
rights, holders of more than fifty percent (50%) of the issued and outstanding
shares of common stock can elect all of the directors of Adriatic.

Dividend Policy. All shares of common stock are entitled to participate
ratably in dividends when and as declared by Adriatic's Board of Directors out
of the funds legally available therefor. Any such dividends may be paid in cash,
property or additional shares of common stock. Adriatic has not paid any
dividends since its inception and presently anticipates that all earnings, if
any, will be retained for development of Adriatic's business and that no
dividends on the shares of common stock will be declared in the foreseeable
future. Payment of future dividends will be subject to the discretion of the
Company's Board of Directors and will depend upon, among other things, future
earnings, the operating and financial condition of the Company, its capital
requirements, general business conditions and other pertinent facts. Therefore,
there can be no assurance that any dividends on the common stock will be paid in
the future. See "Dividend Policy."

Miscellaneous Rights and Provisions. Stockholders of common stock have no
preemptive or other subscription rights, conversion rights, redemption or
sinking fund provisions. In the event of liquidation or dissolution of Adriatic,
whether voluntary or involuntary, each share of common stock is entitled to
share ratably in any assets available for distribution to holders of the equity
of the Company after satisfaction of all liabilities, subject to the rights of
holders of preferred stock, if any such preferred stockholders should exist at
the time of such liquidation or dissolution.

Private Placement. In September 1998, Adriatic offered 1,000,000 shares of
common stock, $0.001 par value, at $0.05 per share. This offering expired
without the sale of any shares. In February of 1999, the Company sold a total of
40,000 shares of common stock, $0.001 par value, at $0.05 per share pursuant to
Rule 504 of Regulation D of the Securities Act, to 40 investors for a total
consideration of $2,000 net of commission and offering costs.

In September 1998, Adriatic sold 1,000,000 shares of common stock, $0.001
par value, at $0.01 per share pursuant to Rule 504 of Regulation D of the
Securities Act, to 6 investors for a total consideration of $10,000 net of
commission and offering costs.

In July 1998, Adriatic sold 1,000,000 restricted shares of common stock,
$0.001 par value, at $0.001 per share to one investor pursuant to Rule 144 of
the Securities Act, for a total consideration of $1,000 net of commission and
offering costs.

24
<PAGE>

In July 1998, Adriatic sold 50,000 restricted shares of common stock,
$0.001 par value, at $0.001 per share to one investor pursuant to Rule 144 of
the Securities Act, for a total consideration of $50 net of commission and
offering costs.

Transfer Agent and Registrar

The transfer agent and registrar for Adriatic's common stock is Liberty
Transfer Co., 191 New York Avenue, Huntington, NY 11743-2711.

Plan of Distribution

This offering is a "best efforts" offering, and will not be underwritten
nor will any underwriter be engaged for the marketing, distribution or sale of
any shares registered in this prospectus.

To the extent required at the time a particular offer of the shares is
made, a supplement to this prospectus will be distributed which will set forth
the number of shares being offered and the terms of the offering, including the
name or names of any underwriters, or dealers, the purchase price paid by any
underwriter for the shares purchased, and any discounts, commissions or
concessions allotted or re-allotted to dealers including the proposed selling
price to the public.

To comply with the securities laws of certain jurisdictions, as applicable,
the common stock may be offered and sold only through registered or licensed
brokers or dealers. In addition, the common stock may not be offered or sold in
certain jurisdictions unless they are registered or otherwise comply with the
applicable securities laws of such jurisdictions by exemption, qualification or
otherwise.

25
<PAGE>

MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

To date, there is no public market for Adriatic's common stock and no
assurance can be given that a market for the shares will develop, or if a market
does develop, that it will be sustained following the completion of this
offering. Therefore, investors of the Company may be unable to liquidate their
investment for any reason. See "Risk Factors." If such a market did develop,
sales of substantial amounts of the common stock in the public market, or the
perception that such sales may occur, could adversely affect the market price of
the common stock from time to time in the public market and could impair our
ability to raise additional capital through the sale of equity securities in the
future.

SHARES ELIGIBLE FOR FUTURE SALE

To date, Adriatic has 2,090,000 shares of common stock outstanding. Upon
completion of this offering, Adriatic will have an additional 5,000,000 shares
of common stock outstanding for a total of 7,090,000 shares of common stock
outstanding. The 5,000,000 shares of common stock offered hereunder will be
freely tradable without restriction or the need for further registration under
the Securities Act, unless such shares are held by "affiliates" of Adriatic, as
that term is defined in Rule 144 of the Securities Act. Of the 2,090,000 shares
of common stock currently outstanding, 1,040,000 shares are freely tradable
without restriction or the need for further registration under the Securities
Act. The remaining 1,050,000 shares are held by affiliates of Adriatic and are
"restricted securities," as that term is defined under Rule 144, promulgated
under the Securities Act and will continue to be restricted after this offering.
The restricted securities will become freely tradable if they are subsequently
registered under the Securities Act or to the extent permitted by Rule 144 or
some other exemption from registration under the Securities Act. However, other
than the shares being registered hereunder, we have not granted any registration
rights with regard to any additional shares of common stock. Furthermore, none
of the restricted shares are currently eligible for resale under Rule 144
without regard to volume limitations. Nonetheless, all 1,050,000 restricted
shares will become eligible for sale pursuant to Rule 144 (subject to volume
limitations) upon the expiration of the two-year holding period beginning July
10, 1998, for such restricted shares held by Adriatic's affiliates.

No prediction can be made as to the effect, if any, that sales of shares in
the public market of Adriatic's common stock, or even the availability of such
shares for sale, may have on the market prices of the common stock prevailing at
any point in time in the future. Sales of shares of common stock by existing
stockholders in the public market, or the availability of such shares for sale,
could adversely affect the market price of the common stock. Such an adverse
effect on the common stock could impair the Company's ability to raise capital
through the sale of its equity securities. See "Risk Factors."

LEGAL MATTERS

The validity of the issuance of the common stock offered hereby will be
passed upon for Adriatic by the law firm of Beckman, Millman & Sanders, LLP, 116
John Street, Suite 1313, New York, New York 10038.

26
<PAGE>

EXPERTS

Spicer, Jeffries & Co., independent certified public accountants, have
audited our financial statements from July 9, 1998 (inception) to December 31,
1998, as set forth in their report, included in this prospectus and registration
statement. Our financial statements are included in this prospectus and
registration statement in reliance on their report, given on their authority as
experts in accounting and auditing.

AVAILABLE INFORMATION

Prior to filing this prospectus, we have not been required to deliver
annual reports. However, once we become a reporting company, we shall deliver
annual reports to securities holders as required by the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Also, we shall deliver annual reports
to securities holders as required by the rules or regulations of any exchange
upon which our shares may be traded. If we are not required to deliver annual
reports, it is not likely that we will go to the expense of producing and
delivering such reports. If we are required to deliver annual reports, such
reports will contain audited financial statements as required.

Prior to the filing of this prospectus, we have not filed reports with the
Commission. Once we become a reporting company, management anticipates that
Forms 3, 4, 5, 10-KSB, 10-QSB, 8-K and Schedules 13D along with appropriate
proxy materials will have to be filed as they come due. If we issue additional
shares, then we may file additional registration statements for those shares.

The public may read and copy any materials Adriatic files with the
Commission at the Commission's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330. The
Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Commission. The Internet address of the Commission's Web
site is http://www.sec.gov.

27
<PAGE>

INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements for period from Inception (July 9, 1998) through
December 31, 1998

<TABLE>
<S> <C>
Independent Auditor's Report........................................................F-1
Balance Sheet....................................................................F-2
Statement of Operations..........................................................F-3
Statement of Cash Flows..........................................................F-4
Statement of Changes in Shareholders' Deficit....................................F-5
Notes to Financial Statements....................................................F-6 to F-7

Unaudited Financial Statements for the nine month period ended September 30, 1999

Internal Preparer's Letter.......................................................F-8
Balance Sheet ...................................................................F-9
Statement of Operations for the nine month period ended September 30, 1999
and the period from inception (July 9, 1998) through September 30, 1999......F-10
Statements of Cash Flows for the nine month period ended September 30, 1999
and the period from inception (July 9, 1998) through September 30, 1999......F-11
Statements of Shareholder's Equity for the nine month period ended
September 30, 1999 and the period from inception (July 9, 1998)
through September 30, 1999...................................................F-12
Notes to Financial Statements....................................................F-13 to F-14
</TABLE>

28
<PAGE>

SPICER, JEFFRIES & CO.

CERTIFIED PUBLIC ACCOUNTANTS
4155 E. JEWELL AVENUE
SUITE 307
DENVER, COLORADO 80222
TELEPHONE: (303) 753-1959
FAX: (303) 753-0338

INDEPENDENT AUDITORS' REPORT

To the Shareholders
Adriatic Holdings Limited
(A Company in the Development Stage)

We have audited the accompanying balance sheet of Adriatic Holdings Limited (a
Company in the Development Stage) as of December 31, 1998, and the related
statements of operations, changes in shareholders' deficit, and cash flows for
the period from inception (July 9, 1998) through December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based upon
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whehter 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 Adriatic Holdings Limited (a
Company in the Development Stage) as of December 31, 1998, and the results of
its operations and its cash flows for the period from inception (July 9, 1998)
through December 31, 1998, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going convern. As discussed in Note 5 to the
financial statements, the Company has suffered losses from operations and has a
working capital deficiency that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
described in Note 5. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Spicer, Jeffries & Co.
-------------------------------
Spicer, Jeffries & Co.

Denver, Colorado
May 5, 1999

F-1
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Company in the Development Stage)

BALANCE SHEET
DECEMBER 31, 1998

ASSETS

CURRENT ASSET -Cash $ 46
=======
LIABILITIES & SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES $ 960
-------
COMMITMENTS AND CONTINGENCIES (Notes 4 and 5)

SHAREHOLDERS' DEFICIT (Note 2):
Common stock, $.001 par value, 25,000,000 shares authorized;
2,050,000 shares issued and outstanding 2,050
Additional paid in capital 9,000
Deficit accumulated during the development stage (11,964)
-------

Total Shareholders' Deficit (914)
-------
$ 46
=======

The accompanying notes are an integral part of this statement.

F-2
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Company in the Development Stage)

STATEMENT OF OPERATIONS
PERIOD FROM INCEPTION (JULY 9, 1998)
THROUGH DECEMBER 31, 1998

REVENUE $ --

EXPENSES : (Note 3)
General and Administrative 11,964
---------
NET LOSS $ (11,964)
=========
BASIC AND FULLY DILUTED LOSS PER COMMON SHARE $ (.01)
=========
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 1,623,429
=========

The accompanying notes are an integral part of this statement.

F-3
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Company in the Development Stage)

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
PERIOD FROM INCEPTION (JULY 9, 1998)
THROUGH DECEMBER 31, 1998

<TABLE>
<CAPTION>
Deficit
Accumulated
Additional during the Total
Common Stock Paid - in Development Shareholders'
Shares Amount Capital Stage Deficit
<S> <C> <C> <C> <C> <C>
INCEPTION, July 9, 1998 -- $ -- $ -- $ -- $ --

Issuance of common stock,
July 22, 1998 50,000 50 -- -- 50
Issuance of common stock,
July 22, 1998 1,000,000 1,000 -- -- 1,000
Issuance of common stock,
September 8, 1998 1,000,000 1,000 9,000 -- 10,000
Net loss -- -- -- (11,964) (11,964)
--------- --------- --------- --------- ---------
BALANCES,
December 31, 1998 2,050,000 $ 2,050 $ 9,000 $ (11,964) $ (914)
========= ========= ========= ========= =========
</TABLE>

The accompanying notes are an integral part of this statement.

F-4
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Company in the Development Stage)

STATEMENT OF CASH FLOWS
PERIOD FROM INCEPTION (JULY 9, 1998)
THROUGH DECEMBER 31, 1998

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(11,964)
--------
Adjustment to reconcile net loss to net cash used in
operating activities:
Increase in current liabilities 960
--------
Net cash used in operating activities (11,004)
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 11,050
--------
NET INCREASE IN CASH 46

CASH, at beginning of period --
--------
CASH, at end of period $ 46
========

The accompanying notes are an integral part of this statement.

F-5
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Company in the Development Stage)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business

Adriatic Holdings Limited (the "Company") was incorporated in the state of
Nevada on July 9, 1998 and is in the development stage. Activities through
December 31, 1998 include organization of the Company and the raising of equity
capital. The Company plans to become a provider of quality electrical products
to the commercial and industrial electrical industry.

Cash flows

For purposes of reporting cash flows, cash includes those investments which are
short-term in nature (three months or less to original maturity), are readily
convertible to cash, and represent insignificant risk of changes in value.

Estimates

The preparation of 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Fair value of financial instruments

The carrying amount of cash and accounts payable approximates fair value.

Net loss per share of common stock

Net loss per share of common stock is based on the weighted average number of
shares of common stock outstanding during the period.

NOTE 2 - SHAREHOLDERS' EQUITY

The Company has the authority to issue 25,000,000 shares of common stock $0.001
par value. The Company issued 1,000,000 shares of common stock to one of its
founders for $1,000 and 50,000 shares of common stock to another of its founders
for services rendered valued at $50 in July, 1998. The Company issued 1,000,000
shares of common stock in connection with a private offering for $10,000 in
September, 1998.

F-6
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Company in the Development Stage)

NOTES TO FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY TRANSACTIONS

For the period ended December 31, 1998, the Company paid $4,950 in office
expenses and $1,050 in management fees to its original founding shareholders.

NOTE 4 - LICENSING AGREEMENT

On August 15, 1998, the Company acquired the right to manufacture and distribute
an underground electrical junction box. The box patent is owned by J.A.
Industries (Canada) Inc. ("J.A. Canada"). Pursuant to the license agreement the
Company must pay $5.00 per junction box sold or a minimum fee of $10,000 per
year for the life of the license. The Company has not yet begun the
manufacturing or selling of the junction boxes.

NOTE 5 - CONTINGENCIES

As discussed in Note 4, the Company has the right to manufacture and distribute
an underground electrical junction box patented by J.A. Canada. J.A. Canada is
currently the defendant in a lawsuit with regards to its product. The statement
of claims, among other things, alleges that the Canadian patent issued on the
electrical box is invalid. If the plaintiffs are successful in this action, the
patent would be declared invalid and would not provide the Company with
protection from competition. If the patent is declared invalid, the Company has
the option to cancel the licensing agreement without affecting the manufacturing
of the product.

The Company has suffered recurring losses from operations and has a working
capital deficiency of $914 that raise substantial doubt about its ability to
continue as a going concern. The continuation of the Company as a going concern
is dependent upon the Company attaining and maintaining profitable operations
and raising additional capital. Management's plans in this regard is to raise
additional capital through an equity offering. The financial statements do not
include any adjustment relating to the recovery and classification of recorded
asset amounts or the amount and classification of liabilities that might be
necessary should the Company discontinue operations.

F-7
<PAGE>

Adriatic Holdings Limited

INTERNAL PREPARER'S LETTER

The Board of Directors
Adriatic Holdings Limited

The attached balance sheet of Adriatic Holdings Limited (the "Company") as of
September 30, 1999 and 1998 and the related statements of operations,
shareholders' equity and cash flows for the periods then ended were prepared
internally, in accordance with generally accepted accounting principles, from
the Company's accounting records by Company personnel and have not been audited.
The most recent audit was conducted as of December 31, 1998.

I am aware of no material errors of misrepresentations in the statements as to
the financial position of Adriatic Holdings Limited.

December 21, 1999 /s/ Robert W. Knight
--------------------------------------
Robert W. Knight
Chief Financial Officer

F-8
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Development Stage Company)
Balance Sheet (unaudited)
As at September 30, 1999

Notes September 30, 1999
---------- ---------------
ASSETS

Current Assets - Cash $ 114
--------

TOTAL ASSETS $ 114
--------

LIABILITIES

Current Liabilities $ 960

TOTAL LIABILITIES $ 960
========

SHAREHOLDER'S EQUITY 1,2

Common Stock, $0.001 Par Value
Authorized 25,000,000 Shares
Issued and Outstanding
September 30, 1999 - 2,090,000 $ 2,090

Additional Paid in Capital 10,960

Retained Earnings (11,964)
Current Earnings (1,932)

TOTAL SHAREHOLDERS' EQUITY $ (846)
--------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 114
========

The Accompanying Notes Are An Integral Part of These Financial Statements

F-9
<PAGE>

Adriatic Holdings Ltd.
(A Development Stage Company)
Statement of Operations (unaudited)
For the 9 Month Period Ended September 30, 1999
and the Period from Inception (July 9, 1998)
through September 30, 1999

<TABLE>
<CAPTION>
For the 9 Month Period For the Period from
Ended Inception (July 9, 1998)
Notes September 30, 1999 through September 30, 1999
----- --------------------- --------------------------
<S> <C> <C> <C>
Revenue $ -- $ --
----------- -----------

General & Administrative Expenses 1,932 13,896
----------- -----------

Total Expenses 1,932 13,896
----------- -----------

Net (Loss) $ (1,932) $ (13,896)
----------- -----------

Net (Loss) per Common Share 1 $ (0) $ (.01)
----------- -----------

Weighted Average Number of Common Shares Outstanding 2 2,085,458 1,922,339
----------- -----------
</TABLE>

The Accompanying Notes Are An Integral Part of These Financial Statements

F-10

<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Development Stage Company)
Statement of Cash Flow (unaudited)
For the 9 Month Period Ended September 30, 1999
and the Period from Inception (July 9, 1998)
through September 30, 1999

<TABLE>
<CAPTION>
For the 9 Month Period For the Period from
Ended Inception (July 9, 1998)
Notes September 30, 1999 through September 30, 1999
---------------------- --------------------------
<S> <C> <C>
Net (Loss) $(1,932) $(13,896)

Adjustment to Reconcile Net Loss to
Net Cash Used in Operating Activities:

Increase in Current Liabilities -- 960
-------- --------

Net Cash Used in Operating Activities (1,932) (12,936)

Cash Flows From Financing Activities

Common Stock Issued For Cash 2 2,000 13,050
-------- --------

Net Increase (Decrease) in Cash $ 68 $ 114
Cash at Beginning of Period 46 --
-------- --------
Cash at End of Period $ 114 $ 114
======== ========
</TABLE>

The Accompanying Notes Are An Integral Part of These Financial Statements

F-11
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Development Stage Company)
Consolidated Balance Sheet (unaudited)
For the Period from Inception (July 9, 1998)
through September 30, 1999

<TABLE>
<CAPTION>
Number of Capital Paid
Shares Common In excess of Accumulated
Notes Common Stock Par Value Deficits Total
===========================================================================================
<S> <C> <C> <C> <C> <C> <C>
Balance at July 9, 1998 2 -- $ -- $ -- $ -- $ --

July 10, 1998 issue 1,000,000
shares of $0.001 par value
common stock for for cash at $0.001
per share 3 1,000,000 $ 1,000 $ -- $ -- $ 1,000

July 10, 1998 issue 50,000
shares of $0.001 par value
common stock for services rendered
at $0.001 per share 50,000 $ 50 $ -- $ -- $ 50

September 14, 1998 issue 1,000,000
shares of $0.001 par value
common stock for cash at $0.01
per share 1,000,000 $ 1,000 $ 9,000 $ -- $ 10,000

Net (Loss) -- $ -- $ -- $ -- $ (11,964)
-----------------------------------------------------------------------------

Balance at December 31, 1998 2,050,000 $ 2,050 $ 9,000 $ -- $ (914)

February 1, 1999 issue 40,000
shares of $0.001 par value
common stock for cash at $0.05
per share 40,000 $ 40 $ 1,960 $ 2,000

Net (Loss) -- $ -- $ -- $ -- $ (1,932)
-----------------------------------------------------------------------------

Balance at September 30, 1999 2,090,000 2,090 10,960 -- $ (846)
=============================================================================
</TABLE>

The Accompanying Notes Are An Integral Part of These Financial Statements

F-12
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Development Stage Company)
Notes to Financial Statements
At September 30, 1999
(unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business

Adriatic Holdings Limited (the "Company") was incorporated in the state of
Nevada on July 9, 1998 and is in the development stage. Activities through
September 30, 1999 include organization of the Company and the raising of equity
capital. The Company plans to become a provider of quality electrical products
to the commercial and industrial electrical industry.

In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present the financial position, results of
operations, cash flows and changes in shareholders' equity at September 30, 1999
have been made.

Cash flows

Estimates

Fair value of financial instruments

The carrying amount of cash and accounts payable approximates fair value.

Net loss per share of common stock

Net loss per share of common stock is based on the weighted average number of
shares of common stock outstanding during the period.

NOTE 2 - SHAREHOLDERS' EQUITY

The Company has the authority to issue 25,000,000 shares of common stock $0.001
par value. The Company issued 1,000,000 shares of common stock to one of its
founders for $1,000 and 50,000 shares of common stock to another of its founders
for $50 in July, 1998. The Company issued 1,000,000 shares of common stock in
connection with an additional private offering for $10,000 in November, 1998. In
February 1999 the Company issued 40,000 of common stock in connection with an
additional private placement offering for $2,000.

NOTE 3 - RELATED PARTY TRANSACTIONS

For the period ended December 31, 1998, the Company paid $4,950 in office
expenses and $1,050 in management fees to its original founding shareholders.
For the period ended September 30, 1999, the Company paid $288 in office
expenses.

F-13
<PAGE>

ADRIATIC HOLDINGS LIMITED
(A Company in the Development Stage)

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - LICENSING AGREEMENT

On August 15, 1998, the Company acquired the right to manufacture and distribute
an underground electrical junction box. The box patent is owned by J.A.
Industries (Canada) Inc. ("J.A. Canada").

NOTE 5 - CONTINGENCIES

The Company has suffered recurring losses from operations and has a working
capital deficiency of $846 that raise substantial doubt about its ability to
continue as a going concern. The continuation of the Company as a going concern
is dependent upon the Company attaining and maintaining profitable operations
and raising additional capital. Management's plans in this regard is to raise
additional capital through an equity offering. The financial statements do not
include any adjustment relating to the recovery and classification of recorded
asset amounts or the amount and classification of liabilities that might be
necessary should the Company discontinue operations.

F-14
<PAGE>

No dealer, salesperson or other person is authorized to give any information or
to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
or to buy only the shares offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.

----------

TABLE OF CONTENTS
Page
----

Prospectus Summary .................................................... 1
Risk Factors .......................................................... 5
Use of Proceeds ....................................................... 10
Dilution .............................................................. 11
Dividend Policy ....................................................... 12
Capitalization ........................................................ 13
Selected Financial Data ............................................... 14
Management's Discussion and Analysis of Financial Condition
or Plan of Operation ......................................... 15
Business .............................................................. 17
Management ............................................................ 20
Certain Transactions .................................................. 23
Principal Stockholders ................................................ 23
Description of Securities ............................................. 24
Market for Common Equity and Related
Stockholder Matters .......................................... 26
Shares Eligible for Future Sale
Legal Matters ......................................................... 26
Experts ............................................................... 27
Available Information ................................................. 27
Index to Financial Statements ......................................... 28

5,000,000 Shares

ADRIATIC HOLDINGS LIMITED

Common Stock

-----------------

PROSPECTUS
-----------------

DATED _________, 2000

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item. 24 Indemnification of Directors and Officers

See "Management - Limitation of Liability and Indemnification."

Item 25. Other Expenses of Issuance and Distribution

The estimated expenses in connection with the distribution of the shares
registered hereby, are set forth in the following table:

SEC registration fee .................................... $ 132

Legal fees and expenses ................................. $5,000

Accounting fees and expenses ............................ $1,500

Blue Sky fees and expenses .............................. $ 500

Transfer agent fees and expenses ........................ $ 400

Total .............................................. $7,532

Item 26. Recent Sales of Unregistered Securities

In September 1998, Adriatic offered 1,000,000 shares of common stock,
$0.001 par value, at $0.05 per share. This offering expired without the sale of
any shares. In February of 1999, the Company sold a total of 40,000 shares of
common stock, $0.001 par value, at $0.05 per share pursuant to Rule 504 of
Regulation D of the Securities Act, to 40 investors for a total consideration of
$2,000 net of commission and offering costs. The shares were issued as follows:

PURCHASER DATE NUMBER OF
COMMON SHARES

Melanie Lewis 2/1/99 1,000
Frank Perrozzo 2/1/99 1,000
Sherrye Sailes 2/1/99 1,000
Sheyne Almond 2/1/99 1,000
Sheyanne Almond 2/1/99 1,000
Rheece Metcalfe 2/1/99 1,000
Raelyn Metcalfe 2/1/99 1,000
Cathryn Newman 2/1/99 1,000
Gary Newman 2/1/99 1,000
Mitchell Newman 2/1/99 1,000
Nicholas Newman 2/1/99 1,000
Alexander J. Michie 2/1/99 1,000
Nichole P. Michie 2/1/99 1,000
Mathew R.K. Michie 2/1/99 1,000
Carey Linde 2/1/99 1,000
Hans Drunkenmolle 2/1/99 1,000
Pat Michie 2/1/99 1,000
Sandy Michie 2/1/99 1,000
Dene Knight 2/1/99 1,000
Lorraine Knight 2/1/99 1,000
Doug Knight 2/1/99 1,000
Kathy Knight 2/1/99 1,000
Darcy Knight 2/1/99 1,000
Tyler Knight 2/1/99 1,000
Barb McKnight 2/1/99 1,000
Kara McKnight 2/1/99 1,000
Lauren McKnight 2/1/99 1,000
Mike McKnight 2/1/99 1,000
Li Dong 2/1/99 1,000
Sean Dickenson 2/1/99 1,000
Kirsten DeWolfe 2/1/99 1,000
Paul Stark 2/1/99 1,000
Bridgitte Longshore 2/1/99 1,000
Knight Family Trust 2/1/99 3,000
Michael Steele 2/1/99 1,000
Laura Steele 2/1/99 1,000
Jennifer Steele 2/1/99 1,000
Amanda Steele 2/1/99 1,000

<PAGE>

PURCHASER DATE NUMBER OF
COMMON SHARES

Finneran Investments, Ltd. 9/8/98 175,000
Noble Holdings Corporation 9/8/98 175,000
Tiger-Eye Investments(Cayman) Ltd. 9/8/98 175,000
Huda Limited 9/8/98 175,000
Tamarin Investment Group, Inc. 9/8/98 175,000
Kallur Enterprises Limited 9/8/98 125,000

PURCHASER DATE NUMBER OF
COMMON SHARES

G.M. Capital Partners Ltd. 7/22/98 1,000,000

PURCHASER DATE NUMBER OF
COMMON SHARES

Knight Financial Ltd. 7/22/98 50,000

<PAGE>

INDEX TO EXHIBITS

Item 27. Exhibits

Exhibit
Number Description of Exhibit
- ------ ----------------------

3.1 Articles of Incorporation

3.2 By-laws

5.1 Opinion of Beckman, Millman & Sanders, L.L.P.*

10.0 Licensing Agreement between Adriatic and J.A. Canada, dated August 15,
1998

21.1 Subsidiaries of the Company (Adriatic has no subsidiaries)

23.1 Consent of Spicer, Jeffries & Co.

24.1 Consent of Beckman, Millman & Sanders, L.L.P. (Included in Exhibit
5.1)*

27.1 Financial Data Schedule for the nine months ended September 30, 1999

27.2 Financial Data Schedule for the period from inception (July 9, 1998)
to December 31, 1998

99.1 United States Registration of trademark for J.A. Junction Box

99.2 Canada Registration of trademark for J.A. Junction Box

- ----------
* To be filed by amendment.

<PAGE>

Item 28. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions or otherwise, the small
business issuer has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business issuer will,
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned small business issuer hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to (i) include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and (iii) include any additional or changed
material information on the plan of distribution.

(2) For determining any liability under the Securities Act, treat
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the small business issuer under Rule
424(b)(1) or (4) or Rule 497(h) under the Securities Act as part of
this registration statement as of the time the Commission declared it
effective.

(3) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement; and that offering of the securities at that time as the
initial bona fide offering of those securities.

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of
Bellingham, State of Washington on December 22, 1999.

ADRIATIC HOLDINGS LIMITED

By: /s/ Robert W. Knight
-----------------------------------
Robert W. Knight, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

(Signature) /s/ Robert W. Knight
-------------------------------

(Title) President, Secretary and Treasurer
----------------------------------

(Date) December 22, 1999
----------------------------------

ARTICLES OF INCORPORATION
OF
ADRIATIC HOLDINGS LIMITED

Know all men by these presents;

That we the undersigned, have this day voluntarily associated ourselves together
for the purpose of forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010 To Nevada Revised Statutes 78.090 inclusive, as
amended, and certify that;

ARTICLE I

The name of this corporation is Adriatic Holdings Limited
The name and post office address of the incorporator signing the Articles of
Incorporation is: Richard D. Fritzler, 1800 E. Sahara Avenue, Suite 107, Las
Vegas, Nevada 89104. The name and address of the initial member of the
First Board of Directors is: Richard D. Fritzler 1800 E. Sahara Avenue, Suite
107, Las Vegas, Nevada 89104.

ARTICLE II

The Resident Agent of this corporation in Nevada shall be Nevada Corporate
Services located at 1800 E. Sahara Avenue, Suite 107, Las Vegas, Clark County,
Nevada, 89104. Offices for the transaction of any business of the Corporation,
and where meetings of the Board of Directors and of Stockholders may be held,
may be established and maintained in any other part of the State of Nevada, or
in any other state, territory or possession of the United States of America, or
in any foreign country as the Board of Directors may, from time to time
determine.

F-18
<PAGE>

ARTICLE III

The nature of the business and the objects and purpose proposed to be
transacted, promoted or carried on by the Corporation is to conduct any lawful
activity in accordance with the Laws of the State of Nevada and the United
States of America, including but not limited to the following;

1) Shall have the rights privileges and powers as may be conferred upon a
corporation by any existing law.

2) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.

3) This corporation shall have perpetual existence.

4) To sue or be sued in any Court of Law.

5) To make contracts.

6) To hold, purchase and convey real and personal estate and to mortgage or
lease any such real and personal estate with its franchises. The power to hold
real and personal estate shall include the power to take the same by device or
bequest in this state, or in any other state, territory or country.

7) To appoint such officers and agents as the affairs of the Corporation
shall require, and to allow them suitable compensation.

8) To make By-Laws not inconsistent with the Constitution or Laws of the
United States, or of the State of Nevada, for the management, regulation and
government of its affairs and property, the transfer of its stock, the
transaction of its business, and the calling and holding of meetings of its
Stockholders.

F-19
<PAGE>

9) To wind up and dissolve itself, or be wound up and dissolved, according
to existing law.

10) To adopt or use a common seal or stamp, and alter the same at pleasure.
The use of a seal or stamp by the Corporation on any corporate document is not
necessary. The Corporation may use a seal or stamp if it desires, but such use
or nonuse shall not in any way affect the legality of the document.

11) To borrow money and contract debts when necessary for the transaction
of its business, or for the exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures, and other obligations
and evidences of indebtedness, payable at a specific time or times, or payable
upon the happening of a specified event or events, whether secured by mortgage,
pledge or other security, or unsecured, for money borrowed, or in payment for
property purchased, or acquired, or for any other lawful object.

12) To guarantee, purchase, hold, take, obtain receive, subscribe for, own,
use, dispose of, sell, exchange, lease, lend, assign, mortgage, pledge, or
otherwise acquire, transfer or deal in or with bonds or obligations of, or
shares, securities or interests in or issued by, any person, government,
governmental agency or political subdivision of government, and to exercise all
the rights, powers and privileges of ownership of such an interest, including
the right to vote, if any.

<PAGE>

13) To purchase, hold, sell and transfer shares of its own capital stock,
and use therefor its capital, capital surplus, surplus, or other property or
funds.

14) To conduct business, have one or more offices, and hold purchase,
mortgage and convey real and personal property in this state, and in any of the
several states, territories, possessions and dependencies of the United States,
the District of Columbia, and any foreign countries.

15) To do everything necessary and proper for the accomplishment of the
objects enumerated in its Articles of Incorporation, or in any amendment thereof
or necessary or incidental to the protection and benefit of the Corporation,
and, in general, to carry on any lawful business necessary, or incidental to the
attainment of the objects of the Corporation, whether or not the business is
similar in nature to the objects set forth in the Articles of Incorporation, or
in any amendment thereof.

16) To make donations for public welfare or for charitable, scientific or
educational purposes.

17) To enter into partnerships, general or limited, or joint ventures, in
collection with any lawful activities.

ARTICLE IV

The capital stock of this corporation shall consist of twenty-five million
shares of common stock (25,000,000), with a par value of $0.001 per share, all
of which stock shall be entitled to voting power, the Corporation may issue the
shares of stock for such consideration as may be fixed by the Board of
Directors.

<PAGE>

ARTICLE V

The members of the governing board of this corporation shall be styled
directors. The Board of Directors shall consist of one (l)person. The number of
directors of this corporation may, from time to time, be increased or decreased
by an amendment to the By-Laws in that regard and without the necessity of
amending the Articles of Incorporation. A majority of the Directors in office,
present at any meeting of the Board of Directors, duly called, whether regular
or special, shall always constitute a quorum for the transaction of business,
unless the By-Laws otherwise provide.

ARTICLE VI

This corporation shall have a president, a secretary, a treasurer, and a
resident agent to be chosen by the Board of Directors, any person may hold two
or more offices.

ARTICLE VII

The capital stock of the Corporation, after the fixed consideration thereof has
been paid or performed, shall not be subject to assessment, and the individual
Stockholders of this corporation shall not be individually liable for the debts
and liabilities of the Corporation, and the Articles of Incorporation shall
never be amended as to the aforesaid provisions

ARTICLE VIII

The Board of Directors is expressly authorized: (subject to the By-Laws, if any,
adopted by the Stockholders)

1) To make, alter or amend the By-Laws of the Corporation.

<PAGE>

2) To fix the amount in cash or otherwise, to be reserved as working
capital.

3) To authorize and cause to be executed mortgages and liens upon the
property and franchises of the Corporation.

4) To by resolution or resolutions passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more of
the Directors of the Corporation, which, to the extent provided in the
resolution or resolutions or in the By-Laws of the Corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may have power to authorize the
seal of the Corporation to be affixed to all payers on which the Corporation
desires to place a seal. Such committee or committees shall have such name or
names as may be stated in the By-Laws of the Corporation or as may be determined
from time to time by resolution adopted by the Board of Directors.

5) To sell, lease or exchange all of its property and assets, including its
goodwill and its corporate franchises, upon such terms and, conditions as the
board deems expedient and for the best interests of the Corporation when and as
authorized by the affirmative vote of the Stockholders holding stock in the
Corporation entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose.

ARTICLE IX

The Directors of this corporation need not be Stockholders.

<PAGE>

ARTICLE X

In the absence of fraud, no contract or other transaction of the Corporation
shall be affected by the fact that any of the Directors are in any way
interested in, or connected with, any other party to such contract or
transaction or are themselves, parties to such contract or transaction, provided
that this interest in any such contract or transaction of any such director
shall at any time be fully disclosed or otherwise known to the Board of
Directors, and each and every person who may become a director of the
Corporation is hereby relieved of any liability that might otherwise exist from
contracting with the Corporation for the benefit of himself or any firm,
association or corporation in which he may be in any way interested.

ARTICLE XI

No director or officer of the Corporation shall be personally liable to the
Corporation or any of its Stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer provided, however, that the foregoing provision shall not eliminate or
limit the liability of a director or officer for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the Stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.

<PAGE>

ARTICLE XII

Except to the extent limited or denied by Nevada Revised Statutes 78.265
Shareholders shall have no preemptive right to acquire unissued shares, treasury
shares or securities convertible into such shares, of this corporation.

I, the undersigned, being the incorporator herein before named for the purpose
of forming a corporation pursuant to the general corporation law of the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stared are true, and accordingly have hereunto
set my hand.

/s/Robert W. Knight
-------------------

State of Nevada )
)ss
Clark County )

On July 1, 1998 personally appeared before me, the undersigned, a Notary Public,
Richard Fritzler, known to me the person whose name is subscribed to the
foregoing document and acknowledged to me that he executed the same.

/s/Kristi Richardson
--------------------
[SEAL] Title: Notary Public

BY LAWS OF

Adriatic Holdings Limited

A NEVADA CORPORATION

ARTICLE I STOCKHOLDER'S MEETINGS

A) ANNUAL MEETINGS shall be held on or before the anniversary of the
corporation each year, or at such other time as may be determined by the board
of directors or the president, for the purposes of electing directors, and
transacting such other business as may properly come before the meeting.

B) SPECIAL MEETINGS may he called at any time by the Board of Directors or
by the President, and shall be called by the President or the Secretary at the
written request of the holders of a majority of the shares then outstanding and
entitled to vote.

C) WRITTEN NOTICE stating the time and place of the meeting, signed by the
President or the Secretary, shall be served either personally or by mail, not
less than ten (10) nor more than sixty (60) days before the meeting upon each
Stockholder entitled to vote. Said notice shall state the purpose for which the
meeting is called, no other business may be transacted at said meeting, unless
by unanimous consent of all Stockholders present, either in person or by proxy

D) PLACE of all meetings shall be at the principal office of the
Corporation, or at such other place as the Board of Directors or the President
may designate.

E) A QUORUM necessary for the transaction of business at a Stockholder's
meeting shall he a majority of the stock issued and outstanding, either in
person or by proxy. If a quorum is not present, the

<PAGE>

Stockholders present may adjourn to a future time, and notice of the future time
must be served as provided in Article I, C), if a quorum is present they may
adjourn from day to day, without notice.

F) VOTING: Each stockholder shall have one vote for each share of stock
registered in his name on the books of the Corporation, a majority vote shall
authorize any Corporate action, except the election of the Directors, who shall
be elected by a plurality of the votes cast.

G) PROXY: At any meeting of the stockholders any stockholder may be
represented and vote by a proxy, appointed in writing and signed. No proxy shall
be valid after the expiration of six (6) months from date of its execution,
unless the person executing it specifies the length of time it is to continue in
force, which in no case shall exceed seven (7) years from its execution.

H) CONSENT: Any action, except election of Directors, which may be taken by
a vote of stockholders at a meeting, may be taken without a meeting if
authorized by a written consent of shareholders holding at least a majority of
the voting Fewer.

ARTICLE II BOARD OF DIRECTORS

A)OFFICE: At least one person chosen annually by the stockholders shall
constitute the Board of Directors. Additional Directors may be appointed by the
Board of Directors. The Director s term shall be for one year, and Directors may
he re-elected for successive annual terms.

B) DUTIES: The Board of Directors shall he responsible for the control and
management of the affairs, property and interests o~ the Corporation and may
exercise all powers of the Corporation, except as are in the Articles of
Incorporation or by statute expressly conferred upon or reserved to the
stockholders.

<PAGE>

C) MEETINGS: Regular meetings of the Board of Directors shall be held
immediately following the annual meeting of the stockholders, at the place of
the annual meeting of the stockholders, or at such other time and place as the
Board of Directors shall by resolution establish. Notice of any regular meeting
shall not be required, unless the Board of Directors shall change the time or
place of the regular meeting, notice must be given to each Director who was not
present at the meeting at which change was made. Special meetings may be called
by the President or by one of the Directors at such time and place specified in
the notice or waiver of notice thereof. The notice of special meeting shall he
mailed to each Director at least five (5) days before the meeting day, or if the
notice is delivered personally, by telegram or telephone then the notice must be
delivered the day before the meeting. Special meetings may be called without
notice, provided a written waiver of notice is executed by a majority of the
Board of Directors.

D) CHAIRMAN: At all meetings of the Board of Directors, the Chairman shall
preside. If there is no Chairman one shall be chosen by the Directors.

E) QUORUM: A majority of the Board of Directors shall constitute a quorum.

F) VACANCIES: Any vacancy in the Board of Directors, unless the vacancy was
caused by stockholder removal of a Director, shall be filled for the unexpired
term by a majority vote of the remaining Directors, though less than a quorum at
any regular or special meeting of the Board of Directors called for that
purpose.

<PAGE>

G) A RESOLUTION in writing signed by a majority of the Board of Directors,
shall constitute action by the Board, with the same force and effect as though
such resolution had been passed at a duly convened meeting. The Secretary shall
record each resolution in the minute book.

H) COMMITTEES may be appointed by a majority of the Board of Directors from
its number, by resolution, with such powers and authority to manage the business
as granted by the resolution.

I) SALARIES of the Corporate Officers shall be determined by the Board of
Directors.

ARTICLE III OFFICERS

A) TITLE: This Corporation shall have a president, secretary, treasurer,
and such other officers as may be necessary. Any two or more officers may be
held by the same person. The officers shall be appointed by the Board of
Directors at the regular normal meeting of the Board.

B) DUTIES:

THE PRESIDENT SHALL:

1) Be the chief executive officer of the Corporation.

2) Preside at all meetings of the Directors and the Stockholders.

3) Sign or countersign all certificates, contracts and other instruments of the
Corporation as authorized by the Board of Directors and shall perform all such
other incidental duties.

THE SECRETARY SHALL:

1) have charge of the corporate books, responsible to make the necessary,
reports to the Stockholders and the Board of Directors.

2) prepare and disseminate notices, waivers, consents, proxies and other
material necessary for all meetings.

<PAGE>

3) file the sixty (60) day list of officers, directors, name of the resident
agent and the filing fee to the Secretary of State.

4) file the designation of resident agent in the office of the County Clerk in
which the principal office of the Corporation in Nevada is located.

5) file the annual list of officers, directors and designation of resident agent
along with the filing fee.

6) be the custodian of the certified articles of incorporation, bylaws and
amendments thereto.

7) supply to the Resident Agent or Principal Corporate Nevada Office the name of
the custodian of the stock ledger or duplicate stock ledger, along with the
complete Post Office address of the custodian, where such stock ledger or
duplicate stock ledger is kept.

THE TREASURER SHALL:

1) Have the custody of all monies and securities of the Corporation and shall
keep regular books of account.

2) Perform all duties incidental to his office as directed of him by the Board.
of Directors and the President

ARTICLE IV STOCK

A) The certificates representing shares of the Corporations stock shall he in
such form as shall be adopted by the Board of Directors, numbered and registered
in the order issued. The certificates shall hear the following; the holders
name, the number of shares of stock, the signature either of the Chairman of the
Board of Directors or the President, and either the Secretary or Treasurer.

B) No certificate shall be issued until the full amount of consideration has
been paid, except as otherwise provided by law.

C) Each share of stock shall entitle the holder to one vote.

<PAGE>

ARTICLE V DIVIDENDS

DIVIDENDS may be declared and paid out of any funds available therefor, as often
in such amounts as the Board of Directors may determine, except as limited by
law.

ARTICLE VI FISCAL YEAR

THE FISCAL YEAR of the Corporation shall be determined by the Board of
Directors.

ARTICLE VII INDEMNIFICATION

PURSUANT TO NRS 78.751 any person who is a Director, Officer, Employee, or Agent
of this Corporation, who becomes a party to an action is entitled to
indemnification against expenses including attorney fees, judgments, fines and
amounts paid in settlement, if he acted in good faith and he reasoned his
conduct or action to he in the best interest of the Corporation.

ARTICLE VIII AMMENDMENTS

A) STOCKHOLDERS shall have the authority to amend or repeal all the bylaws
of the Corporation and enact new bylaws, by affirmative vote of the majority of
the outstanding shares of stock entitled to vote.

B) THE BOARD OF DIRECTORS shall have the authority to amend, repeal, or
adopt new bylaws of the Corporation, but shall not alter or repeal any bylaws
adopted by the stockholders of the Corporation.

LICENCING AGREEMENT

This Licensing Agreement (the "Agreement") is made and effective this 15th day
of August, 1998 by and between Adriatic Holdings Limited, a corporation duly
organized under the laws of Nevada and doing its principal place of business at
114 W. Magnolia Street, Suite 446, Bellingham, WA. (the "Buyer"), and J.A.
Industries (Canada) Inc., a corporation duly organized under the laws of British
Columbia and having its principal place of business at 2755 Lougheed Highway,
Suite 179, Port Coquitlam, B.C. (the "Seller") and is made with reference to the
following facts.

Seller has developed and owns all rights including the copyright, Industrial
Design and Patents, to certain Multiple Tiered Underground Electrical Junction
Boxes and related documents (the "Boxes"). Seller has developed substantial
goodwill and reputation associated with the Boxes.

Buyer wishes to purchase, and Seller wishes to sell, such Boxes and
documentation, the related goodwill and all other associated property rights,
including all copyrights, industrial design and patent and all rights to
enhanced, modified and updated versions and derivative works related thereto.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:

1. Transfer.

A. Boxes. Seller hereby sells, assigns, conveys and transfers to Buyer all
of Seller's right, title and interest in and to the following described Boxes:
The Multiple Tier Junction Box represented by United States Patent #5,142,102
filed on August 25, 1992. The Boxes shall include, but not limited to:

(i) The Boxes in all versions and all forms of expression thereof,
including but not limited to the Boxes diagrams, documentation, previous
versions, notes, other information relating to the Boxes; and all
copyrights, trade secrets, patentable inventions, proprietary rights and
intellectual property contained therein or connected therewith, including
without limitation Seller's copyright in the Boxes;

(ii) All existing copies of the Boxes in Seller's possession or
control; and

(iii) All of Seller's interest in the license(s) of the Boxes
including original copies of all outstanding license agents granted to the
following, if any: None.

B Delivery. The Boxes shall be delivered to Buyer within 7 days following
execution of this Agreement. Seller shall from time to time, but without further
consideration than that amount agreed upon in paragraph 2.A. of this Agreement,
execute and deliver such

1
<PAGE>

instruments or documents and take such other action as is reasonably necessary
which Buyer may request in order to more effectively carry out this Agreement
and to vest in Buyer the Boxes and title thereto and the United States Patent.

2. Royalties.

In consideration of the rights granted to Buyer in paragraph 1 above, Buyer
shall pay Seller a licensing fee of Five United States Dollars ($5.00 USD) for
every Junction Box sold by Buyer. Buyer shall provide Seller with a Minimum
Annual Licensing of $2,000 USD per year for 1998 and $10,000 USD per year for
the life of the Agreement ("Minimum Licensing Fee"), payable annually. Such
Minimum Licensing Fee is equal to the sale of four hundred (400) Boxes in 1998
and two thousand (2,000) Boxes each subsequent year. However, in the event that
Buyer is unable to sell the required number of Boxes in any particular year, the
Minimum Licensing Fee shall be deemed fully earned when paid. Furthermore,
within 10 days from the date of Buyer's failure to pay the Minimum Licensing
Fee, Seller may demand that Buyer return to Seller any Boxes in Buyer's or its
agent's possession and reassign all patents, trademarks and other rights
associated, either directly or indirectly, with the Boxes. In accordance with
Seller's demand, Buyer hereby agrees to return any such Boxes and reassign all
patents, trademarks and other rights associated, either directly or indirectly,
with the Boxes.

3. Representations and Warranties of Seller.

Seller represents the following:

A. Seller has good and marketable title to the Boxes, including the Patent
to the Boxes, and has all necessary rights to enter into this Agreement without
violating any other agreement or commitment of any sort. Seller does not have my
outstanding agreements, understandings, written or oral, concerning the Boxes or
the patent, except as identified in Section 1.A. (iii) above. The Boxes do not
in fringe or constitute a misappropriation of any trademark, patent, copyright,
trade secret, proprietary right or similar property right. Seller agrees to
defend, indemnify and hold Buyer, its subsidiaries, affiliates and licensees
harmless against any action, suit, expense, claim, loss, liability or damage
based on a claim that the Boxes infringes or constitutes a misappropriation of
any trademark. patent, copyright, trade secret, proprietary right or similar
property right. Buyer shall give Seller prompt written notice of any such claim.
Seller shall assume responsibility for defending any suit or proceeding brought
against Buyer based on any claim that the Boxes infringes or constitutes a
misappropriation of any trademark, patent copyright, trade secret, proprietary
right or similar property right; provided, however, that Buyer shall give Seller
prompt notice in writing of the assertion of any such claim and of the threat or
institution of any such suit or proceeding, and all authority, information and
assistance required for the defense of the same. Seller shall pay all damages
and costs awarded against Buyer, but shall not be responsible for any costs,
expense or compromise incurred without Seller's consent. All written
correspondence between Buyer and Seller shall be made at the addresses found in
paragraph 13. of this Agreement.

2
<PAGE>

B. No Liens. The Boxes are not subject to any lien, encumbrance, mortgage
or security interest of any kind. Seller's conveyance of the Boxes shall be free
of any such interest, excepting only the interests of the third party licenses
identified in Section l.A. (iii) above, if any.

C. Authority Relative to this Agreement. This Agreement is a legal, valid
and binding obligation of Seller. The execution and delivery of this Agreement
by Seller and the performance of and compliance by Seller with the terms and
conditions of this Agreement will not result in the imposition of any lien or
encumbrance on any of the Assets, and will not conflict with or result in a
breach by Seller of any of the terms, conditions or provisions of any order,
injunction, judgment, decree, statute, rule, or regulation applicable to Seller,
the Boxes, or any note, indenture, or other agreement, contract, license or
instrument by which any of the Boxes may be bound or affected. No consent or
approval by any person or public authority is required to authorize or is
required in connection with, the execution, delivery or performance of this
Agreement by Seller.

D. No Default. There is no outstanding default by Seller or any third party
license of the Boxes of any material obligation in the licenses identified in
Section l.A.(iii) above, if any.

E. Litigation. Seller is currently the defendant in a lawsuit with regards
to the patent of its product. The statement of claims, among other things,
alleges that the Canadian patent issued on the electrical junction boxes is
invalid. The Seller feels that the suit is without merit but at this time does
not have the necessary funds to adequately defend itself though it has entered a
statement of defence. If the plaintiffs were successful in this action the
validity of the patent on the underground junction boxes would be declared
invalid and not provide the Buyer with protection from competition. If the
patent is declared invalid, the Buyer has the option to cancel the licensing
agreement unconditionally.

4. No Brokers.

All negotiations relative to this Agreement have been carried on by Buyer
directly with Seller, without the intervention of any person as the result of
any act of Buyer or Seller (and, soft as known to either party, without the
intervention of any such person) in such manner as to give rise to any valid
claim against the parties hereto for brokerage commissions, finder's fees or
other like payment.

5. Consents, Further Instruments and Cooperation.

Buyer and Seller shall each use their respective best efforts to obtain the
consent or approval of each person or party, if any, whose consent or approval
shall be required to permit it to consummate the transactions contemplated
hereby, and to execute and deliver such instruments and to take such other
action as may be required to carry out any transaction contemplated by this
Agreement. Seller shall execute, or cause its employees and agents to execute,
any patent or

3
<PAGE>

6. Limitation of Liability.

OTHER THAN AS SET FORTH IN SECTION 3.A. OR UPON THE BREACH OF ANY WARRANTY,
NEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR ANY PERFORMANCE HEREUNDER, EVEN IF SUCH PARTY HAS ADVANCE NOTICE OF THE
POSSIBILITY OF SUCH

DAMAGES, WHETHER BASED ON A THEORY OF CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE.

7. Buyer's Use of Boxes.

Buyer may, at its sole discretion, market, license and sell the Boxes under
names and trade names of its own choosing, and may develop updated and modified
versions and derivative works of the Boxes without attribution of authorship to
Seller. Buyer shall own all rights and title, including copyrights and patents,
in and to may updated and modified versions and derivative works of the Boxes
without requiring permission from Seller and without incurring payment
obligations in addition to those provided herein. Buyer may market or use the
Boxes in whatever manner and at whatever prices it sees fit. Except in the event
of a breach of this Agreement by either party, seller shall have no rights in
any updated or modified versions (including on any patents) relating to the
Boxes.

8. Seller's Non-Use of the Assets.

Seller retains no rights whatsoever in the Boxes and does not retain the right
to use the Boxes or any material relating to the Boxes for any purpose,
personal, commercial, or otherwise, Seller furthermore shall maintain all
information relating to the Boxes or use of the Boxes in confidence and shall
not disclose any aspect of the Boxes to any third party without the prior
written consent of Buyer. Seller agrees not to participate in any activities
relating to development, marketing or sale of Boxes or other material that would
compete, directly or indirectly, with Buyer's marketing or distribution of the
Boxes for a period of twenty-four (24) months.

9. Term. The term of this licensing agreement shall be for a period of ten years
from the date first written above subject to Paragraph 2. Royalties.

10. Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of
the State of

4
<PAGE>

Nevada.

11. Assignment.

Seller may not assign this Agreement or any obligation herein without the prior
written consent of Buyer. This Agreement shall be binding upon and inure to the
benefit of the parties named herein and their respective permitted heirs,
executors, personal representatives, successors and assigns.

12. Entire Agreement.

This Agreement contains the entire understanding of the parties, and supersedes
any and all other agreements presently existing or previously made, written or
oral, between Buyer and Seller concerning its subject matter. This Agreement may
not be modified except in writing executed by both parties.

13. Severability.

If any provision of this Agreement is declared by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions of
this Agreement nevertheless will continue in full force and effect without being
impaired or invalidated in any way.

14. Notices.

Any notices required or permitted to be given under this Agreement shall be
denied sufficiently given if mailed by registered mail, postage prepaid,
addressed to the party to be notified at the addresses shown below, or at such
other address as may be furnished in writing by such party to the notifying
party.

If to Buyer:

Adriatic Holdings Limited
114 W. magnolia Street
Suite 446
Bellingham, WA 98225

If to Seller:

J.A. Industries (Canada) Inc.
34A-2755 Lougheed Highway,
Suite 179
Port Coquitlam B.C.
V3B 5Y9 Canada

5
<PAGE>

15. Relationship of the Parties.

The relationship between Buyer and Seller under this Agreement is intended to be
that of buyer and seller, and nothing in this Agreement is intended to be
construed so as to suggest that the parties hereto are partners or joint
ventures, or either party or its employees are the employee or agent of the
other. Except as expressly set forth herein, neither Buyer nor Seller has any
express obligation on behalf of or in the name of the other to bind the other in
any contract, agreement or undertaking with any third party.

16. Headings.

Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.

Adriatic Holdings Limited J.A.. Industries (Canada) Inc.

By: /s/ Robert Knight By: /s/ Richard Klassen
--------------------------- --------------------------
Robert Knight Richard Klassen
President President

Ex.23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the use in the Adriatic Holdings Limited registration
statement, on Form SB-2, of our report dated May 5, 1999, accompanying the
financial statements of Adriatic Holdings Limited for the period from inception
(July 9, 1998) through December 31, 1998 which is part of the registration
statement and to the reference to us under the heading "Experts" in such
registration statement.

/s/ SPICER, JEFFRIES & CO.
--------------------------
SPICER, JEFFRIES & CO.

Denver, Colorodo
December 20, 1999

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statement of Adriatic Holdings Limited included in the Company's Form
SB-2 dated September ___, 1999 and is qualified in its entirety by reference to
such financial statements.
</LEGEND>

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</TABLE>

United States Patent [19] [11] Patent Number: 5,142,102
Michie [45] Date of Patent:Aug.25,1992

[54] MULTIPLE TIER JUNCTION BOX
[75] Inventor: Alexander Michie, Coquitlam, CANADA
[73] Assignee: Pacific Rim Polytech Corp., Burnaby, CANADA
[21] Appl.No.: 623,153
[22] Filed: Dec. 6, 1990
[51] Int. Cl. ..............................H02G 3/08
[52] U.S. Cl. ..............................174/50; 174/37;
174/57
[58] Field of Search.........................174/37, 48, 50, 53,
174/57
[56] References Cited
U.S. Patent Documents
3.115.539 12/1963 Stuessel st al. ..............174/48
3.346.230 10/1967 Tolf.Jr. .....................174/37 X
3.701.837 09/1972 Fork..........................174/50
3.873.757 03/1975 Berke et al. .................174/52 R
3.911.635 09/1975 Traupe .......................52/221
4.059.199 11/1977 Quaney .......................174/66 X
4.591.656 05/1986 Mohr .........................174/48
4.916.258 04/1990 Mohr .........................174/48
5.008.491 04/1991 Bowman .......................174/48

Foreign Patent Documents
528475 07/1956 CANADA
656567 01/1963 CANADA
673746 11/1963 CANADA
765970 08/1967 CANADA
767295 09/1967 CANADA
908825 08/1972 CANADA
989053 05/1976 CANADA
990843 06/1976 CANADA
1185668 04/1985 CANADA
1185688 04/1985 CANADA

Primary Examiner - Leo P. Picard
Assistant Examiner - David A. Tone
Attorney, Agent or Firm - McFadden, Finchan, Marcus & Anissimoff

[57] Abstract

There is disclosed an electrical junction box having a plurality if tiers each
of which increases in cross-sectional area from the top of the box to the bottom
thereof. The tiers, being annular are adapted to receive conduits from a
plurality of angles or levels. A releaseably engageable lid covers the box which
may be mounted to or within a substrate by a mounting member integral with the
junction box.

23 Claimes, 2 Drawing Sheets

<PAGE>

5,142,102

- -1-
MULTIPLE TIER JUNCTION BOX

FIELD OF THE INVENTION

The present invention relates to junction boxes, more particularly it relates to
a multi-tiered junction box which can accommodate a plurality of conduits from a
variety of different levelled tiers on angles thereon.

BACKGROUND OF THE INVENTION

Generally, junction boxes are well known in the art. Such boxes are used in
residential, industrial and commercial installations and in such instances, are
of a relatively small size e.g. 4" in diameter and 1" to 3" in depth. They are
normally placed in ceilings, walls, flooring, etc. To receive spliced conduits,
valved conduits and other joints. Several examples of this junction box are
known in the art as exemplified by U.S. Pat. Nos. 3,873,757 and 4,916,258 as
well as Canadian patent Nos. 765,295, 908,825 AND 1,185,668.

Junction boxes are also used in major installations in underground construction,
where large cables are joined for high voltage lines. In such cases, the
junction boxes are many times the size of the above type and may, for example,
be 2'to 4'in diameter and 1' to 4' high. In the latter case, the construction
and structural characteristics required for such junction boxes are
significantly different than the small residential or like installations. Where
such junction boxes are used exteriorly, they may be buried in the ground or
mounted on a slab construction which is subsequently covered with earth, sand,
or the like. In addition to other factors, such junction boxes must obviously
meet requirements for exposure to outdoor criteria e.g. water resistance, etc.

In the case of outdoor junction boxes, for large electrical installations, one
possibility has been to construct a fixed enclosure of suitable material e.g.
concrete, metal housings ot the like. Apart from the cost effectiveness of such
construction, there are also other considerations such as transportation,
installation, etc. Which add to the total economic factor for such apparatus.

It would be desirable if there could be provided a junction box structure and
apparatus which can readily be mounted exteriorly as well as one which can be
manufactured in an economic and simple manner while a the same time providing a
unit which can be readily secured in place under different locations and
circumstances.

Conventionally the known junction boxes include clamps to fasten a cable therein
entering the box. Typically the boxes include "knockouts" to permit reception of
a conduit within the box. Further, the known junction boxes comprise an
electroconductive material which requires that electrical conduits be grounded
thereto.

SUMMARY OF THE INVENTION

The present invention provides a junction box adapted for mounting to or within
a substrate.

<PAGE>

Applicant, in one aspect on the invention, provides a multi-tiered integrally
molded junction box. The tiers are preferably circular in increase in
cross-sectional are from the top of the junction box to the bottom.

The box is preferably molded from a rigid material, e.g. a polyelastomer to
provide a non-electroconductive housing which may be apertured by drilling, etc.
This material, in combination with the multiple circular tiered structure allows
a pluity of conduits to enter the box via apertures provided by the user from a
variety of angles and tiers. Further, the tiers may be cut, etc. For different
applications, e.g. variable level terrain, underground applications, etc.

According to another aspect of the present invention, there is provided mounting
means for mounting the junction box to or within a substrate. In one form, the
mounting means includes a circular wall extending outwardly and spaced from a
bottom tier. Spacer means between the wall and the lowest tier impart structural
integrity to the wall. A base wall extending between the circular wall and the
lowest tier cooperates with the spacer means to provide an open top mounting
means. This arrangement stabilizes the box when positioned within a substrate.

According to a further aspect of the invention, there is provided integrally
molded reinforcement means extending vertically down the integral periphery of
the box. Since the reinforcing means are molded with the box. Removal of one or
some of the tiers will not affect the reinforcing capability for the remaining
tiers.

In a further aspect of the present invention. Applicant provides a lower member
having engages means for cooperation with cover receiving means associated with
the junction box. The cover, as in the junction box, includes reinforcing means.

In a further aspect of the present invention, the junction box may be turned
upside down with the mounting means facing upward. Means for interconnection
with another similarly disposed. As such, the assembled boxes have been found to
function effectively as a manhole.

According to a particularly preferred aspect of the present invention, there id
provided a junction box adapted for connection of one or more electrical
members, the improvement wherein the junction box comprises a hollow body having
a plurality of tiers, the tiers comprising a plurality of diverging stages, each
of the tiers having a cross-sectional area greater than a preceding stage and
less than a succeeding stage.

In an alternate form, the junction box may include an adapter ring which fits
around the top of the box to anchor the same fopr applications where cement
sidewalls are being installed around the opening thus preventing any shifting.
Further, the ring may be adapted to fit the junction box regardless of which
tier is cut.

In another form where several boxes may be required, the boxes may include
cooperating engaging means for connection with an adjacent box. Further, the
boxes may be linked with a conduit integrally molded therewith for communication
between a plurality of boxes.

<PAGE>

junction box, i.e. above or below ground, whether moisture is a consideration,
etc. Typically, Suitable thermoplastic materials include various types of resins
such as polyolefins, e.g. polypropylenes, polyamides, such as the "nylon"
polyamides, polycarbonates, etc. In Addition, such resinous materials allow for
the junction boxes to be produced by a simple molding techniques, for example,
by injection molding. Still further, the junction box may, however, be formed of
suitable metal materials such as aluminum, iron, steel or the like for other
specific applications by suitable techniques such as molding, casting or the
like.

In Accordance with the invention, the junction boxes having the multi-tiered
configuration preferably have a substantially circular configuration although it
will be understood that for various applications, other configurations such as
oblong or oval shapes may be employed. In other cases, a polygon shaped
configuration may be desirable. However, in the preferred form of the junction
box, the circular shape of the junction box provides substantially greater
strength for the outer walls to withstand horizontal forces, when installed in
the ground, from ground pressure in order to maintain shape integrity.

The preferred configuration of a circular structure also facilitates provision
of entry apertures into the junction box from any direction, for insertion of
wiring or conduits. Thus, this preferred configuration is not limited as in the
case of square junction boxes.

In accordance with this invention, the junction box may be provided with cover
means for closing one end of the junction box, or both ends, if required. The
cover means preferably has a structure corresponding to and dimensioned for the
size and configuration of the opening at one or both ends of the junction box.
In the case of a circular or cylindrically shaped body, a circularly shaped lid
will be employed, which in turn, results in a combination having several
advantages over a square shaped junction box which would employ a square shaped
lid. Thus, for example, a circularly shaped lid, when subjected to downwardly
exerted pressure as would result from vehicular traffic running over the top of
a junction box, would result in a substantially uniformed distribution of the
downward pressure about the complete junction box. Still further, a circularly
shaped lid cannot drop pr fall into the junction box during installation of the
lid, in contrast to a square shaped lid which may accidentally penetrate through
the open top and fall into the interior chamber of the junction box resulting in
damage.

The electrical junction box of the present invention includes means for
permitting the same to be secured or anchored to a substrate; for example, when
the junction box is placed on a supporting surface, in an outdoor underground
installation, the locale surrounding the junction box may be backfilled with
earth or suitable filing material and in order to ensure the stability and
prevent the apparatus from shifting, suitable means may be associated with or
form an integral part of the junction box for this purpose. To this end, the
junction box may be provided with an outwardly and upwardly extending rim,
preferably in the form of a coextensive wall of a generally co-planar nature,

<PAGE>

which is exteriorly located, and which is adapted to receive such fill material
to position the box in place. In other embodiments, suitable brackets (one or
more) or arms may project exteriorly and laterally of the lower outer wall,
which may be anchored by a suitable means to the substrate (e.g. by placing
anchor bolts, etc. into the soil through the brackets). Still Further, such
anchoring means may also be located interiorly of the lower wall so that
anchoring of the device may be accomplished during initial installation of the
unit.

The junction box of the present invention may optionally have incorporated
therein individual "knock-outs" provisions and means for securing incoming and
outgoing electrical connections, e.g. clamps although for most purposes, these
will be separately provided where and as required.

The device of the present invention includes several advantageous features
compared to prior art structures for instance, tiering allows for the adding of
strengthening gussets along the inside of the junction when it is buried. The
tiering itself adds strength to withstand horizontal sidewall forces from the
earth pushing in against the junction box when it is buried. The tiering itself
adds strength to withstand horizontal sidewall forces as the top of each tier
adds horizontal thickness to the walls. Still further, tiering allows the top of
the junction box to be smaller than the body. As the top of the junction box is
at ground level, the lid can be made smaller and consequently, a smaller area is
exposed at ground level.

BRIEF DESCRIPTION OF THE DRAWINGS

Having thus generally described the invention, reference will now be made to the
accompanying drawings illustrated preferred embodiments and, in which:

FIG.1 is a perspective view of the present invention;
FIG.2 is a bottom view of the junction box of the present invention;
FIG.3 is a sectional view taken along line 3-3 of FIG.1;
FIG.4 is a top view of the cover member of the junction box of the
present invention;
FIG.5 is a sectional view taken along line 5-5 of FIG.4; and
FIG.6 is a side view of FIG.4.

DETAILED DESCRIPTION OF THE PREFERRED EMBODIMENTS

Referring to FIG.1. shown is a perspective view of the junction box of the
present invention, generally indicated by numeral 10. The box 10 has an open top
12 and open bottom 14 with a plurality of tiers preferably circular in
cross-sectional extending there between. It is particularly preferred that each
of the tiers 16 have a greater cross-sectional area than a preceding tier, while
having a smaller cross-sectional area than a succeeding tier. In this
arrangement, the tubular junction box 10 diverges from top 12 to bottom 14.

In greater detail the bottom 14 of the box 10 preferably includes mounting the
box 10 to or with a substrate, e.g. concrete, ground, etc. Th mounting mean 24
includes a circular wall 20 extending outwardly from and concentrically with
tier 16 adjacent bottom 14of the junction box 10. The wall 20 is maintained in a
spaced relationship from tier 16 adjacent bottom 12 by spacer means. The spacer
means comprise a plurality of individual spaced apart plate members 26
preferably radiating externally from tier 16 adjacent bottom 14 and extending

<PAGE>

between this tier and wall20. The mounting means 24 additionally provides a base
member 28 integrally molded with the box 10. The base member 28 extends
perpendicularly from the bottom 22 of wall 20 to the exterior of tier 16
adjacent bottom 14 to thus provide a closed bottom-open top mounting means 24.

As briefly mentioned herein, the box 10 preferably is molded using a suitable
material for such a structure which houses electrical conduits, pipes, etc. Such
suitable materials include polymeric substances, more particularly rigid
polymers. These materials provide strength and are light weight
non-electroconductive. When electrical conductivity is not a concern, e.g. for
housing pipe junctions, etc. other materials such as cast aluminum, steel, etc.
may be employed. By incorporating the polymeric material however, one may easily
drill, for example, into the structure at any position aling a tier 16 and at
any selected tier.

Referring to FIG. 2 shown is a bottom view of the junction box 10.

The base member 28, discussed previously herein, preferably includes first
engaging means 30.e.g. projections extending perpendicularly and projecting
downwardly therefrom regularly spaced apart therefrom second engaging means
32.e.g. recesses extending upwardly therein. The engaging means 30 and 32 extend
about the circumference of base 28; the recesses 32 are dimensioned to
frictionally engage the projections 30. Thus, the first and second engaging
means 30 and 32 of one junction box 10 can engage and interlock the second and
first engaging means 32 and 30 respectively of a similar base 28 of a similar
junction box 10 in a superimposed relationship. this allows the superimposed and
interlocked junction boxes to provide double the height of one individual box 10
to thus accommodate a variety of applications. Further, since the boxes diverge,
as illustrated in FIG. 3 they may be stacked. The stacking allows the height of
box 10 to be increased by an amount equal to the width of the circular walls 20
of mounting means 24; the spacer means 26located therein additionally provide
support for boxes 10 stacked in this manner.

In one application, the box 10 may be situated within the ground and the
open top of the mountings means filled with earth. The spacer means 26 prevent
the rotation along a vertical axis in the box 10 while mounted in the ground and
keep the same from rising upward from underground forces, etc. The tier 16,
comprising the polymeric materially previously mentioned herein, allows the same
to be cut to thereby "customize" the junction box 10 to any terrain.

Applicant has found that the circular tiered structure of the box 10
adequately withstands horizontal forces externally exerted on the same while in
situ. To further enhance the strength of the tiers 16, reinforcing means 34 are
provided and integrally molded within the internal periphery of box 10,
(preferably vertically therein) in a regularly spaced apart manner. This is
shown if FIG. 3. The reinforcing means 34, being integrally molded with the box
10, thus conform to each of the tiers 16; this provides reinforcement for
subsequent tiers 16 in the event one is removed, cut, etc.

Referring back to FIG. 3 the top 12 of the box 10 preferably includes,
spaced inwardly from the internal periphery, receiver means 36. The cover
receiving means 36 comprises a groove adapted to frictionally engage engagement
means 38 of cover 40 (shown in FIGS. 4 and 5). The engaging means 38 of cover 40
preferably comprises a downward projection extending about the internal
periphery of the cover 40.

In addition, the top 12 of the box 10 includes an aperture flange 37
extending inwardly thereof. The flange 37 may receive a threaded insert to
accommodate a bolt etc. (not shown) which may extend through a suitable
dimensioned aperture in the cover 40 for connection therewith.

<PAGE>

The cover 40 comprises a similar material as the box 10 and additionally
includes integrally molded reinforcing means 42 extending radially from the
center of the cover 40. An annual reinforcement 44 is provided intermediate of
the periphery and center of the cover 40. The central portion of 46 of the cover
40 is preferably frustoconical as illustrated in FIG. 6.

Applicant, by incorporating the reinforcement means 42 and 44 has found
that the circular cover 40, while positioning on box 10, substantially
dissipates any weight placed thereon by distribution to the periphery thereof.
This, in turn, applies equivalent downward force to all areas of the box. Thus,
the cover 40 effectively releases engages the receiving means 36 of the box 10
to provide re-enterable, non-electrical conductive junction box 10, which can
receive conduits, etc. from plurality of angles and levels.

Although various embodiments have been described herein, it will be
understood that various modifications can be made to the above-described
embodiments without departing from the spirit and scope of the invention.

I claim:

1. In a junction box for connection of one or more electrical members, the
improvement wherein said junction boxes comprises a hollow circular body, having
a plurality of circular tiers, said tiers comprising a plurality of diverging
stages, each of said tiers having a cross-sectional area greater than a
preceding stage and less than a succeeding stage; an inwardly extending support
member extending circumferentially within said open top, said support member
including an annular recess in an upper surface, a circular cover for
positioning in said open top, said cover including annular means for engagement
in said annular recess and also including radially extending reinforcement means
dissipating weight on said cover by distribution of said weight to the periphery
thereof, and subsequently to the body.

2. The junction box as defined in claim 1, wherein said junction box
includes means for mounting said box to a substrate, said mounting means
extending outwardly and concentrically from a bottom tier of said box.

3. The junction box as defined in claim 2, further including an outer
circumferential wall, said mounting means extending outwardly and concentrically
from a bottom tier of said box.

4. The junction box as defined in claim 3, wherein said circumferential
wall includes a base member.

5. The junction box as defined in claim 4, wherein said base member
includes first engaging means projecting therefrom and spaced apart second
engaging means and said first engaging means being adapted for reception in
respective second and first engaging means of a similar bar member of similar
structure thereby inter-engaging said junction box are in superposed relation.

6. The junction box as defined in claim 1, wherein said junction box
includes a circular, said circular wall including spacer means for spacing said
wall from a bottom tier.

7. The junction box as defined in claim 6, wherein said spacer means
comprises a plurality of individual spaced apart members.

8. The junction box as defined in claim 7, wherein said spaced apart
members radiate laterally from said bottom tier.

9. The junction box as defined in claim 8, wherein said spaced apart
members extend between said circumferential walls and said bottom tier.

10. The junction box as defined in claim 1, wherein each of said tiers
includes reinforcing means.

11. The junction box as defined in claim 1, wherein said reinforcing means
are integrally molded with said cover member.

12. The junction box as defined in claim 11, wherein said reinforcing means
are annular reinforcing means spaced inwardly from said periphery of said cover
member.

<PAGE>

13. The junction box as defined by claim 11, wherein said reinforcing means
comprise radially oriented reinforcing means radiating from a central portion of
said cover member.

14. The junction box as defined in claim 1, wherein said cover member is
frustoconical in profile.

15. The junction box as defined in claim 1, wherein said cover member
comprises a polymeric material.

16. The junction box as defined in claim 1, wherein said cover member
ccomprises a non-electroconductive material.

17. The junction box as defined in claim 1, wherein said cover comprises a
molded polymeric material.

18. A multi-tiered electrical junction box having a body defining a chamber
therein, said body having an open top and an open bottom. said body having a
plurality of spaced apart circular tiers forming diverging stages in said body,
each of said circular tiers having a cross-sectional area greater than a
preceding stage and less than a succeeding stage to thereby from a tiered
internal and external configuration: mounting means for mounting said box to a
substrate, said mounting means extending outwardly and concentrically from at
least one of said tiers to permit said body to be secured to a substrate; an
inwardly extending support member extending circumferentially within said open
top, said support member including an annular recess in an upper surface, a
circular cover for positioning in said open top on said support member to close
said open top, said cover including annular means for engagement in said annular
recess and also including radially extending reinforcement mean, said radially
extending reinforcement means dissipating weight on said cover by distribution
of said weight to periphery therof, and subsequently to the body.

19. The junction box as defined in claim 18, wherein said mounting in
L-shaped in cross section.

20. The junction box as defined in claim 18, wherein said junction box
comprises a rigid material.

21. The junction box as defined in claim 18, wherein said junction box
comprises a non-electroconductive material.

22. The junction box as defined in claim 18, wherein said junction box
comprises a polymeric material.

23. The junction box as defined in claim 18, wherein said junction box
comprises a molded polymeric material.

[letterhead CANADIAN INTELLECTUAL PROPERTY OFFICE]

(11)(c) 2,030,251
(22) 1990/11/19
(43) 1992/05/20
(45) 1996/01/02

(52) 347-12

(51) Int.C1. H02G 3/08
(19) (CA) CANADIAN PATENT (12)
(54) Multiple Tier Junction Box
(72) Michie, Alexander , Canada
(73) J.A. Industries (Canada) Inc. , Canada
(57) 23 Claims

ABSTRACT OF THE DISCLOSURE

There is disclosed an electrical junction box having a plurality of tiers each
of which increases in cross-sectional area from the top of the box to the bottom
thereof. The tiers, being annular are adapted to receive conduits from a
plurality of angles or levels. A releasably engageable lid covers the box which,
may be mounted to or within a substrate by a mounting member integral with the
junction box.

MULTIPLE TIER JUNCTION BOX
FIELD OF THE INVENTON

BACKGROUND OF THE INVENTION

Generally, electrical junction boxes are well known in the art. Such boxes are
used in residential, industrial and commercial installations and in such
instances, are of a relatively small size e.g. 4" in diameter and 1" to 3" in
depth. They are normally placed in ceilings, walls, flooring, etc, to receive
spliced conduits, valved conduits and other joints. Several examples of this
type of junction box are known in the art as exemplified by U.S. Patent Nos.
3.873,757 and 4,916.258, as well as Canadian Patent Nos. 765,295, 908.825,
528.475 and 1.185.668.

Junction boxes are also used in major installations in underground construction,
where large cables are joined far high voltage lines. In such cases, the
junction boxes are many times the size of the above type and may, for example,
be 2' to 4' in diameter and 1' to 4' high. In the latter case, the construction
and structural characteristics required for such junction boxes are
significantly different than the small residential or like installations. Where
such junction boxes are used exteriorly, they may be buried in the ground or

<PAGE>

mounted on a slab construction which is subsequently covered with earth, sand or
the like. In addition to other factors, such junction boxes must obviously meet
requirements for exposure to outdoor criteria e.g. water resistance, etc.

In the case of outdoor junction boxes, for large electrical installations, one
possibility has been to construct a fixed enclosure of suitable material, e.g.
concrete, metal housings or the like. Apart from the cast effectiveness of such
construction, there are also other considerations such as transportation,
installation, etc. which add to the total economic factor for such apparatus.

It would be desirable if there could be provided a junction box structure and
apparatus which can readily be mounted exteriorly, as well as one which can be
useful for interior installation, and which can be manufactured in an economic
and simple manner while at the same time providing a unit which can be readily
secured in place under different locations and circumstances.

Conventionally the known junction boxes include clamps to fasten a cable therein
entering the box. Typically, the boxes include "knockouts" to permit reception
of a conduit within the to box. Further, the known junction boxes comprise an
electroconductive material which requires the electrical conduits be grounded
thereto.

SUMMARY OF THE INVENTION

The present invention provides a junction box for mounting to or within a
substrate.

Applicant, in one aspect of the invention, provides a multitiered integrally
molded junction box. The tiers are preferably circular and increase in
cross-sectional area from the top of the junction box to the bottom.

The box is preferably molded from a rigid material, e.g. a polyelastomer to
provide a non-electroconductive housing which may be apertured by drilling, etc.
This material, in combination with the multiple circular tiered structure allows
a plurality of conduits to enter the box via apertures provided by the user from
a variety of angles and tiers. Further, the tiers may be cut, etc. for different
applications, e.g. variable level terrain, underground applications, etc.

<PAGE>

According to a further aspect of the invention, there is provided integrally
molded reinforcement means extending vertically down the integral periphery of
the box. Since the reinforcing means are molded with the box, removal of one or
some of the tiers will not affect the reinforcing capability for the remaining
tiers.

In a further aspect of the present invention, Applicant provides a lower member
having engaging means for cooperation with cover receiving means associated with
the junction box. The cover, as in the junction box, includes reinforcing means.
In a further aspect of the present invention, the junction box may be turned
upside down with the mounting means facing upward. Means for interconnection
with another similarly disposed box allows the two to be superposed. As such,
the assembled boxes have been found to function effectively as a manhole.

According to a particularly preferred aspect of the present invention, there is
provided a junction box adapted for connection of one or more electrical
members, the improvement wherein the junction box comprises a hollow body having
a plurality of tiers, the tiers comprising a plurality of diverging stages, each
of the tiers having a cross-sectional area greater than a preceding stage and
less than a succeeding stage.

In an alternate form, the junction box may include an adapter ring which fits
around the top of the box to anchor the same for applications where cement
sidewalls are being installed around the opening thus preventing any shifting.
Further, the ring may be adapted to fit the junction box regardless of which
tier is cut.

According to further preferred features of the present invention, the junction
box may be formed of a suitable thermoplastic or thermoset material and the
choice of such material will depend on various factors such as location of the
junction box, i.e. above or below ground, whether moisture is a consideration,
etc. Typically, suitable thermoplastic materials include various types of resins
such as polyolefins, e.g. polypropylenes, polyamides, such as the "nylon"
polyamides, polycarbonates, etc. In addition, such resinous materials allow far
the junction boxes to be produced by a simple molding technique as, for example,
by injection molding. Still further, the junction box may, however, be formed of
suitable metal material such as aluminum, iron, steel or the like for other
specific applications by suitable techniques such as molding, casting or the
like.

<PAGE>

In accordance with the invention, the junction boxes having the multi-tiered
configuration preferably have a substantially circular configuration although it
will be understood that for various applications, other configurations such as
oblong or oval shapes may be employed. In other cases, a polygon shaped
configuration may be desirable. However, in the preferred form of the junction
box, the circular shape of the junction box provides substantially greater
strength for the cuter walls to withstand horizontal forces, when installed in
the ground, from ground pressure in order to maintain shape integrity.

In accordance with this invention, the junction box may be provided with cover
means for closing one end of the junction box, or both ends, if required. The
cover means preferably has a structure corresponding to and dimensioned for the
size and configuration of the opening at one or both ends of the junction box.
In the case of a circular or cylindrically shaped body, a circularly shaped lid
will be employed, which in turn, results in a combination having several
advantages over a square shaped junction box which would employ a square shaped
lid. Thus, for example, a circularly shaped lid, when subjected to downwardly
exerted pressure as would result from vehicular traffic running over the top of
a junction box, would result in a substantially uniformed distribution of the
downward pressure about the complete junction box due to the circular lid in
contrast to the pressure which would be exerted on a square shaped junction box.
Still further, a circularly shaped lid cannot drop or fall into the junction box
during installation of the lid, in contrast to a square shaped lid which may
accidentally penetrate through the open top and fall into the interior chamber
of the junction box resulting in damage.

In general, the tiered body structure preferably comprises three or more tiers
although the exact number will depend on the height or overall size of the unit.
Preferably between three to eight tiers are employed depending on the
requirements for each application; preferably, the tiers are such that each
succeeding tier, of a diverging nature, increases the cross-sectional size of
the junction box by between 2% to 20% and desirably 5% to 15%. The electrical
junction box of the present invention includes means for permitting the same to
be secured or anchored to a substrate; for example, when the junction box is
placed on a supporting surface, in an outdoor underground installation, the
locale surrounding the junction box may be backfilled with earth or suitable
filling material and in order to ensure the stability and prevent the apparatus
from shifting, suitable means may be associated with or form an integral part of
the junction box for this purpose. To this

<PAGE>

end, the junction box may be provided with an outwardly and upwardly extending
rim, preferably in the form of a coextensive wall of a generally co-planar
nature, which is exteriorly located, and which is adapted to receive such fill
material to position the box in place. In other embodiments, suitable brackets
(one or more) or arms may project exteriorly and laterally of the lower outer
wall, which may be anchored by suitable means to the substrate (e.g. by placing
anchor bolts, etc. into the soil through the brackets). Still further, such
anchoring means may also be located interiorly of the lower wall so that
anchoring of the device may be accomplished during initial installation of the
unit.

The junction box of the present invention may optionally have incorporated
therein individual "knockouts" provisions and means far securing incoming and
outgoing electrical connections, e.g. clamps although for most purposes, these
will be separately provided where and as required.

The device of the present invention includes several advantageous features
compared to prior art structures; for instance, tiering allows for the adding of
strengthening gussets along the inside of the junction box. The gussets add
strength to withstand horizontal sidewall forces from the earth pushing in
against the junction box when it is buried. The tiering itself adds strength to
withstand horizontal sidewall forces as the top of each tier allows the top of
the junction box to be smaller than the body. As the top of the junction box is
at ground level, the lid can be made smaller and consequently, a smaller area is
exposed at ground level.

BRIEF DESCRIPTION OF THE DRAWINGS

Having thus generally described the invention, reference will now be made to the
accompanying drawings illustrating preferred embodiments and, in which:

Figure 1 is a perspective view of the present invention;

Figure 2 is a bottom view of the junction box of the present invention:

Figure 3 is a sectional view taken along line 5-5 of Figure

Figure 4 is a top view of the cover member of the junction bar of the present
invention:

Figure 5 is a sectional view taken along line 2-2 of Figure 4: and

Figure 6 is a side view of Figure 4.
DETAILED DESCRIPTION OF THE PREFERRED EMBODIMENTS

Referring to Figure 1, shown is a perspective view of the junction box of the
present invention, generally indicated by numeral 10. The box 10 has an open top
12 and open bottom 14 with a plurality of tiers preferably circular in
cross-section

<PAGE>

extending therebetween. It is particularly preferred that each of the tiers have
a greater cross-sectional area than a preceding tier, while having a smaller
cross-sectional area than a succeeding tier. In this arrangement, the tubular
junction box 10 diverges from top 12 to bottom 14.

In greater detail, the bottom 14 of the box 10 preferably includes mounting
means 24 for mounting the box 10 to or within a substrate, e.g. concrete,
ground, etc. The mounting means 24 includes a circular wall 20 extending
outwardly from and concentrically with tier 16 adjacent bottom 14 of the
junction box 10. The wall 20 is maintained in a spaced relationship from tier 16
adjacent bottom 12 by the spacer means. The spacer means comprise a plurality of
individual spaced apart plate members 26 preferably radiating externally from
tier 16 adjacent bottom 14 and extending between this tier and wall 20. The
mounting means 24 additionally provides a base member 28 integrally molded with
the box 10. The base member 28 extends perpendicularly from the bottom 22 of
wall 20 to the exterior of tier 16 adjacent bottom 14 to thus provide a closed
bottom-open top mounting means 24, generally defining an L-shape in
cross-section.

As briefly mentioned herein, the box 10 preferably is molded using a suitable
material for such a structure which houses electrical conduits, pipes, etc. Such
suitable materials include polymeric substances, more particularly rigid
polymers. These materials provide strength and are light weight non-electro-
conductive. When electrical conductivity is not a concern, e.g. for housing pipe
junctions, etc. other materials such as cost aluminum, steel, etc, may be
employed. By incorporating the polymeric material, however, one may easily
drill, for example, into the structure at any position along a tier 16 and at
any selected tier.

Referring to Figure 2, shown is a bottom view of the junction box 10.

The base member 28, discussed previously herein, preferably includes first
engaging means 30, e.g. projections extending perpendicularly and projecting
downwardly there from and regularly spaced apart therefrom, second engaging
means 32, e.g. recesses extending upwardly therein. The engaging means 30 and 32
extend about the circumference of base 28: the recesses 32 are dimen- sioned to
frictionally engage the projections 30. Thus, the first and second engaging
means 30 and 32 of one junction box 10 can engage and interlock the second and
first engaging means 32 and 30, respectively of a similar base 28 of a similar
junction box 10 in a superposed relationship. This allows the superposed and
interlocked junction boxes to provide double the height of one individual box 10
to thus accommodate a variety of applications. Further, since the boxes diverge,
as illustrated in Figure 3, they may be stacked. The stacking allows the height
of a box 10 to be increased by an amount equal to the width of the circular
walls 20 of mounting means 24; the spacer means 26 located therein additionally
provide support for boxes 10 stacked in this manner.

<PAGE>

In one application, the box 10 may be situated within the ground and the open
top of the mounting means filled with earth. The spacer means 26 prevent the
rotation along a vertical axis of the box 10 while mounted in the ground and
keep the same from rising upward from underground forces, etc. The tier 16,
comprising the polymeric material previously mentioned herein, allows the same
to be cut to thereby "customize" the junction box 20 to any terrain.

Applicant has found that the circular tiered structure of the box 10 adequately
withstands horizontal forces externally exerted on the same while in situ. To
further enhance the strength of the tiers 16, reinforcing means 34 are provided
and integrally molded within the internal periphery of box 10, (preferably
vertically therein) in a regularly spaced apart manner. This is shown in Figure
3. The reinforcing means 34, being integrally molded with the box 10, thus
conform to each of the tiers 16; this provides reinforcement for subsequent
tiers 16 in the event one is removed, cut, etc.

Referring back to Figure 3, the top 12 of the box 10 preferably includes, spaced
inwardly from the internal periphery cover, receiving means 36. The cover
receiving means 36 comprises a groove adapted to frictionally engage engagement
means 38 of cover 40 (shown in Figures 4 and 5). The engaging means 38 of cover
40 preferably comprises a downward projection extending about the internal
periphery of the cover 40.

In addition, the top 12 of the box 10 includes an apertured flange 37 extending
inwardly thereof. The flange 37 may receive a threaded insert to accommodate a
bolt, etc. (not shown) which may extend through a suitably dimensioned aperture
in the cover 40 for connection therewith.

The cover 40 comprises a similar material as the box 10 and additionally
includes integrally molded reinforcing means 42 extending radially from the
center of the cover 40. An annular reinforcement 44 is provided intermediate of
the periphery and center of the cover 40. The central portion 46 of the cover 40
is preferably frustoconical as illustrated in Figure 6.

Applicant, by incorporating the reinforcing means 42 and 44 has found that the
circular cover 40, while positioned on box 10, substantially dissipates any
weight placed thereon by distribution to the periphery thereof. This, in turn,
applies equivalent downward force to all areas of the box. Thus, the cover 40
effectively releasably engages the receiving means 36 of the box 10 to provide a
re-enterable, non-electroconductive junction box 10, which can receive conduits,
etc. from a plurality of angles and levels.

Although various embodiments have been described herein, it will be understood
that various modifications can be made to the above-described embodiments
without departing from the spirit and scope of the invention.

<PAGE>

THE EMBODIMENTS OF THE INVENTION IN WHICH AN EXCLUSIVE PROPERTY OR PRIVILEGE IS
CLAIMED ARE DEFINED AS FOLLOWS:

1. In a junction box for connection of one or more electrical members, the
improvement wherein said junction box comprises a hollow circular body, having
an open top, said body having a plurality of circular tiers, said tiers
comprising a plurality of diverging stages, each of said tiers having a cross-
sectional area greater than a preceding stage and less than a succeeding stage:
an inwardly extending support member extending circumferentially within said
open top, said support member including an annular recess in an upper surface, a
circular cover for positioning in said open top on said support member to close
said open top, said cover including annular means for engagement in said annular
recess and also including radially extending reinforcement means, said radially
extending reinforcement means dissipating weight on said cover by distribution
of said weight to the periphery thereof, and subsequently to the body.

2. The junction box as defined in claim 1, wherein said junction box includes
means for mounting said box to a substrate, said mounting means extending
outwardly from said junction box body.

3. The junction box as defined in claim 2, further including an outer
circumferential wall, said mounting means extending outwardly and concentrically
from a bottom tier of said box.

4. The junction box as defined in claim 3, wherein said circumferential wall
includes a base member.

5. The junction box as defined in claim 4, wherein said base member includes
first engaging means projecting therefrom and spaced apart second engaging means
and said first engaging means being adapted for reception in respective second
and first engaging means of a similar bar member of a similar structure thereby
interengaging said junction box with a similar junction box when said boxes are
in superposed relation.

6. The junction box as defined in claim 1, wherein said junction box body
includes a circular wall, said circular wall including spacer means for spacing
said wall from a bottom tier.

7. The junction box as defined in claim 6, wherein said spacer means comprises a
plurality of individual spaced apart members .

8. The junction box as defined in claim 7, wherein said spaced apart members
radiate laterally from said bottom tier.

9. The junction box as defined in claim 8, wherein said spaced apart members
extend between said circumferential walls and said bottom tier.

10. The junction box as defined in claim 1, wherein each of said tiers includes
reinforcing means.

11. The junction box as defined in claim 1, wherein said reinforcing means are
integrally molded with said cover member.

12. The junction box as defined in claim 11, wherein said reinforcing means are
annular reinforcing means spaced inwardly from said periphery of said cover
member.

13. The junction box as defined in claim 11, wherein said reinforcing means
comprise radially oriented reinforcing means

<PAGE>

radiating from a central portion of said cover member.

14. The junction box as defined in claim 1, wherein said cover member is
frustoconical in profile.

15. The junction box as defined in claim 1, wherein said cover member comprises
a polymeric material.

16. The junction box as defined in claim 1, wherein said cover member comprises
a non-electroconductive material.

17. The junction box as defined in claim 1, wherein said cover member comprises
a molded polymeric material.

18. A multi-tiered electrical junction box having a body defining a chamber
therein, said body having an open top and an open bottom, said body having a
plurality of spaced apart circular tiers forming diverging stages in said body,
each of said circular tiers having a cross-sectional area greater than a
preceding stage and less than a succeeding stage to thereby form a tiered
internal and external configuration; mounting means for mounting said box to
said substrate, said mounting means extending outwardly and concentrically from
at least one of said tiers to permit said body to be secured to a substrate;
an inwardly extending support member extending circumferentially within said
open top, said support member including an annular recess in an upper surface, a
circular cover for positioning in said open top on said support member to close
said open top, said cover including annular means for engagement in said annular
recess and also including radially extending reinforcement means, said radially
extending reinforcement means dissipating weight on said cover by distribution
of said weight to the periphery thereof, and subsequently to the body.

19. The junction box as defined in claim 18, wherein said mounting is L-shaped
in cross-section.

20. The junction box as defined in claim 18, wherein said junction box comprises
a rigid material.

21. The junction box as defined in claim 18, wherein said junction box comprises
a non-electroconductive material.

22. The junction box as defined in claim 18, wherein said junction box comprises
a polymeric material.

23. The junction box as defined in claim 18, wherein said junction box comprises
a molded polymeric material.

[Fig. 1]
[Fig. 2]
[Fig. 5]
[Fig. 3]
[Fig. 4]
[Fig. 6]

<PAGE>

[Letterhead CANADIAN INTELLECTUAL PROPERTY OFFICE]

Canadian Patent
Office
Certification

This is to certify that the documents
attached hereto and identified below are
true copies of the documents on file in
the patent office

Canadian Patent Number: 2,030,251 including the Petition.

/s/ signature
- ------------------
Certifying Officer

July 31, 1996
- -------------
Date

CANADA
THE PATENT ACT PETITION

The Commissioner of Patents,
Ottawa:

The Petition of ALEXANDER MICHIE

whose full post office address(es) is (are) 732 Rochester Ave.
Coquitlam, British Columbia
V3K 2V8 CANADA

<PAGE>

Sheweth:

1. That ALEXANDER MICHIE

whose full post office address(es) is (are) 732 Rochester Ave. Coquitlam,
British Columbia V3K 2V8 CANADA

made the invention entitled: MULTIPLE TIERED JUNCTION BOX

which is described and claimed in the specification submitted herewith.

1A. That the entire right to obtain a patent for said invention has been
assigned in part to

2. That Your Petitioner(s) verily believe(s) that he (they)is (are) entitled to
a patent for the said invention having regard to the provisions of the Patent
Act.

2A. That this application is a division of application SN filed

3. Your petitioner(s) request(s) that this application be treated as entitled to
the right accorded by section 29 of the said Act having regard to the
application(s) of which particulars are set out below, and represent(s) that the
said application(s) is (are) the first application(s) for patent for the said
invention filed in any other country by him (them) or any one claiming under him
(them);

Country Filing Date Number

3A. That your petitioner(s) verily believe(s) that he (they) is (are) entitled
to pay a filing fee as a small entity as defined in Section 2 of the Patent
Rules.

4. That your Petitioner(s) hereby nominate(s) McFADDEN, FINCHAM, MARCUS & ALLEN
whose full post office address is 606-225 Metcalfe Street, Ottawa, Ontario K2P
1P9 to be his (their) representative for the service of any proceedings taken
under the Act.

5. That your petitioner(s)hereby nominate(s) McFADDEN, FINCHAM, MARCUS & ALLEN
whose full post office address is 606-225 Metcalfe Street, Ottawa, Ontario K2P
1P9 as his (their) agent with full power to appoint an associate agent when
required to do so by

Section 144 of the Patent Rules and to revoke such an appointment, to sign the
petition and drawings, to amend the specifications and drawings, to prosecute
the application, and to receive the patent on the said application; and
ratify(ies) any act done by the said Appointee in respect of the said
application.

<PAGE>

6. Your Petitioner(s) therefore pray(s) that a patent may be granted to him
(them) for the said invention.

SIGNED at Ottawa, Ontario, Canada this 18th day of November 1990.
Alexander Michie

/s/ McFadden, Fincham, Marcus & Allen
- ---------------------------------------
By: Agents of the Applicant
- ---------------------------