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U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
ADVANCE TECHNOLOGIES, INC.
(Name of Small Business Issuer in its charter)
Nevada 95-4755369
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
N/A
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(SEC File No.)
304 South Elm Drive, Penthouse
Beverly Hills, CA 90212
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(Address of principal executive offices)
Issuer's telephone number, (310) 553-6776
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
$0.001 par value common stock
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Title of Class
Securities to be registered under Section 12(g) of the Act: 2,572,923
$0.001 par value common stock
(Title of class)
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PART I
Item 1. Description of Business.
Business Development.
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Advance Technologies, Inc. (the "Company") was organized under the laws of
the State of Delaware June 19, 1969, under the name of "PWB Industries, Inc."
The Company was formed to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
The Company was initially authorized to issue a total of 5,000,000 shares
of common stock, having a par value of One Cent ($0.01) per share, and 2,000,000
shares of preferred stock, having a par value of Ten Cents ($.10) per share,
with fully-paid stock not to be liable for further call or assessment. Copies
of the Company's initial Articles of Incorporation and Bylaws are attached as
exhibits to this Registration Statement on Form 10-SB, and incorporated herein
by reference. See the Exhibit Index, Part III.
The Company was organized as a spin-off from its parent company Pig and
Whistle Brands, Inc. thus had numerous shareholders from the time of its
inception.
On November 10, 1975 the name of the Company was changed to Sun Energy,
Inc. Copies of the Articles of Amendment are attached as exhibits to this
Registration Statement on Form 10-SB, and incorporated herein by reference. See
the Exhibit Index, Part III.
On August 10, 1982 The Company entered into an agreement with the
shareholders of the Golden Chip Coal Company to purchase all of their assets, in
exchange for 2,500,000 shares of the Company's common stock. The assets of
Golden Chip Coal Company consisted of coal leases in the State of Kentucky.
Articles of Amendment were filed with the State of Delaware increasing the
authorized shares from 5,000,000 to 25,000,000 shares of common stock with a par
value of One Cent $0.01 per share on December 6, 1982. Copies of the Articles
of Amendment are attached as exhibits to this Registration Statement on Form 10-
SB, and incorporated herein by reference. See Exhibit Index, Part III.
On March 10, 1989 there were 11,339,161 shares of common Stock issued and
outstanding at the Special Meeting of the Shareholders, called for the purpose
of reverse splitting the issued and outstanding shares of the Company 10 for 1,
after which there was 1,133,916 common shares issued and outstanding.
From 1989 the board of directors issued from time to time, an additional
9,277,634 shares of common stock for services rendered or for cash payment, all
authorized by the board of directors of Sun Energy, Inc. The issued and
outstanding as of December 31, 1995 was 10,411,550 shares of common stock.
Advance Technologies, Inc. Form 10 SB 2
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February 22, 1996 the shareholders at a Special Meeting of the
Shareholders unanimously voted in-favor of merging with a newly formed Nevada
Corporation for the purposes of i) changing the Company name from Sun Energy,
Inc. to Sto Med, Inc.; and ii) to change the domicile of the corporation from
the State of Delaware to the State of Nevada. The shareholders of Sun Energy
Inc. received one share of the new Sto Med, Inc. for every Sun Energy, Inc share
owned. The requirements under Delaware and Nevada laws are; At the time of
merger between Sun Energy, Inc. a Delaware corporation and Sto Med, Inc. a
Nevada corporation, both corporations had been duly organized under the laws of
their respective states and were in good standing at the time of merger. The
terms of the merger provided that Sto Med, Inc., of Nevada was the surviving
corporation. Copies of the Articles of Merger are attached as exhibits to this
Registration Statement on Form 10-SB and incorporated herein by reference. See
Exhibit Index, Part III.
The Company was initially authorized to issue a total of 60,000,000 share
of common stock having a par value of One Mil ($0.001) per share, with fully-
paid stock not liable for further assessment. Copies of the Company's Articles
of Incorporation and Bylaws are attached, as exhibits to this Registration
Statement on Form 10-SB, and incorporated herein by reference. See the Exhibit
Index, Part III.
At a Special Meeting of Shareholders held February 23, 1996, in accordance
with Chapter 78 section 78.325 the shareholders voted unanimously in-favor of;
i) reverse splitting the issued and outstanding stock of the corporation 5 for 1
and amending the authorized capital shares of the Company to 100,000,000 shares,
with a par value of One Mil ($0.001) per share, in accordance with Chapter 78
Section 78.385 of the Nevada Revised Statues. And ii) acquire the issued and
outstanding shares of Sto Med, Inc. (a California corporation) for 18,739,901
common shares of the issuers stock. Copies of the Articles of Amendment are
attached as an exhibit to this Registration Statement on Form 10-SB, and
incorporated herein by reference. See the Exhibit Index, Part III.
On August 6, 1997, the shareholders voted unanimously in-favor of; i)
Rescinding the acquisition of February 23, 1996 of Sto Med, Inc. (a California
corporation). ii) Changing the name of the corporation to Advance Technologies,
Inc. at a Special Meeting of Shareholders held in accordance with Chapter 78
Section 78.325 and 78.385 of the Nevada Revised Statues. There were 2,103,310
shares of common stock issued and outstanding. A copy of the Articles of
Amendment is attached as an exhibit to this Registration Statement, on Form 10-
SB and incorporated herein by reference. See the Exhibit Index, Part III.
At a board directors meeting held October 31, 1997 the directors resolved
to issue 18,929,790 shares of common stock for the acquisition of all of the
issued and outstanding shares of The Literacy Company and Renewable Energy
Systems & Technology, both Arizona corporations, held in accordance with Chapter
78 Sections 78.310 and 78.3783 of the Nevada Revised Statues. On December 19,
1997 at a directors meeting, the directors determined that the acquisition of
October 31, 1997 was not productive, and resolved to return 18,480,795shares of
common stock to National Stock Transfer, Inc. for cancellation on the books and
records of the Company. There were 2,552,305 shares of common stock issued and
outstanding.
Advance Technologies, Inc. Form 10 SB 3
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At a Special Meeting of the Shareholders held in accordance with Chapter
78 Section 78.325 on November 30, 1998 the shareholders voted unanimously to
amend Article III of the Articles of Incorporation to have a non-voting class of
Preferred Stock, having 100,000,000 shares authorized, with a par value of One
Mil ($0.001) per share, pursuant to Chapter 78 Section 78.385. Copies of the
Article of Amendment are attached as an exhibit to this Registration Statement,
on Form 10-SB and incorporated herein by reference. See the Exhibit Index, Part
III.
December 2, 1998, acting at a meeting of the directors pursuant to Chapter
78 Section 78.315 of the Nevada Revised Statues. The Board of Directors of the
Company unanimously resolved to reverse split the issued and outstanding shares
of the Company 35 for 1 leaving 72,923 shares of common stock issued and
outstanding, pursuant to Chapter 78 Section 78.207 of the Nevada Revised
Statues.
On December 8, 1998, acting at a meeting pursuant to Chapter 78 Section
78.315 of the Nevada Revised Statues, the Board of Directors of the Company
unanimously resolved to adopt new Bylaws. The Board members approving this
resolution were Michael L Allred, Gordon K. Allred and C. M. Ball. A copy of the
adopted Bylaws of the Company is attached as an exhibit to this Registration
Statement on Form 10-SB, and is incorporated herein by this reference. See the
Exhibit Index, Part III.
At a meeting of the Board of Directors held on January 12, 1999, each of
the Company's then-existing directors and executive officers (Michael L. Allred,
Gordon K. Allred and C. M. Ball) resigned these positions in seriatim and
appointed the following persons to serve in the capacities indicated: Gary E.
Ball (President and director); Gary L. Bane (Vice President and director); and
Wendy Ball (Secretary and director). These appointments were made in accordance
with Chapter 78 Sections 78.315 and Section 78.335 of the Nevada Revised
Statues. At that meeting the directors unanimously resolved to issue up to
2,500,000 shares of common stock at the current bid price per share of $0.01 per
share, and instruct the corporate attorney Alan Curtis to prepare and file the
necessary documents for a SCOR offering.
On April 2, 1999 pursuant to Chapter 78 Section 78.215 of the Nevada
Revised Statues, there were 2,500,000 shares issued after the sale of the SCOR
offering. A copy of the U-7 document, and Form D document are attached as
exhibits to this Registration Statement on Form 10-SB, and are incorporated
herein by this reference. See The Exhibit Index, Part III.
The Company is filing a Form 10-SB pursuant to Regulation S-B for the
purpose of becoming a "fully reporting issuer" under Section 12(g) of Securities
Act of 1933 and the Securities Exchange Act of 1934. The Company filed the Form
10-SB, on a voluntarily basis, for the purpose of registering its securities
under Section 12(g).
There are 2,572,923 shares of common stock currently issued and
outstanding.
Advance Technologies, Inc. Form 10 SB 4
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Business.
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The Company has had no business operations since approximately 1997. To the
extent that the Company intends to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders, the
Company is essentially a "blank check" company. The Company does not plan to use
any supplemental information, notices or advertisements in its search for
business opportunities. The Company plans to rely on the consulting services of
Corporate and Venture Strategists the principal shareholder, for potential
acquisitions or mergers. Because the Company has virtually no assets, conducts
no business and has no employees, management anticipates that any such
acquisition would require the Company to issue shares of its common stock as the
sole consideration for the acquisition. This may result in substantial dilution
of the shares of current stockholders. The Company's Board of Directors shall
make the final determination whether to complete any such acquisition; the
approval of stockholders will not be sought unless required by applicable laws,
rules and regulations, the Company's Articles of Incorporation or Bylaws, as
amended, or contract. The Company makes no assurance that any future enterprise
will be profitable or successful.
The Company is not currently engaging in any substantive business activity and
has no plans to engage in any such activity in the foreseeable future. In its
present form, the Company may be deemed to be a vehicle to acquire or merge with
a business or company. The Company does not intend to restrict its search to
any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that because of its total lack of resources, the number of suitable potential
business ventures which may be available to it will be extremely limited, and
may be restricted to entities who desire to avoid what these entities may deem
to be the adverse factors related to an initial public offering ("IPO"). The
most prevalent of these factors include substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell shares, the lack of or the inability to obtain the
required financial statements for such an undertaking, limitations on the amount
of dilution public investors will suffer to the benefit of the stockholders of
any such entities, along with other conditions or requirements imposed by
various federal and state securities laws, rules and regulations. Any of these
types of entities, regardless of their prospects, would require the Company to
issue a substantial number of shares of its common stock to complete any such
acquisition, reorganization or merger, usually amounting to between 80 and 95
percent of the outstanding shares of the Company following the completion of any
such transaction; accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in the Company.
Management believes that there will be a change in control upon consummation of
an acquisition or merger.
Over the past several years, Corporate and Venture Strategists has consulted
with numerous corporations in merger and acquisition transactions of the type
being sought by the
Advance Technologies, Inc. Form 10 SB 5
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Company. Services provided by Corporate and Venture Strategists typically
include assisting with corporate maintenance prior to reorganization, including
maintaining the corporation's good standing in its state of incorporation,
assisting with the preparation and filing of periodic reports with the
Securities and Exchange Commission (when applicable), assisting with the
preparation and submission of the documents and information required to be
maintained by brokers and dealers under Rule 15c2-11 of the Securities and
Exchange Commission, as necessary, gathering and reviewing information relating
to potential transaction candidates and reviewing such information with the
Board of Directors of the consulting corporation, and paying costs and expenses
related to these matters.
There is no written agreement for the rendering of services by Corporate and
Venture Strategists to the Company. In the prior experience of Corporate and
Venture Strategists, compensation has generally been agreed upon prior to the
completion of any reorganization transaction. Such compensation may include
cash or securities in consideration of services rendered and reimbursement for
costs and expenses incurred by Corporate and Venture Strategists.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly analyze without
referring to any objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key personnel
of the entity sponsoring any business opportunity afforded to the Company, visit
and inspect material facilities, obtain independent analysis or verification of
information provided and
Advance Technologies, Inc. Form 10 SB 6
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gathered, check references of management and key personnel and conduct other
reasonably prudent measures calculated to ensure a reasonably thorough review of
any particular business opportunity; however, since the Company has virtually no
current assets or cash reserves, these activities may be limited, and if
undertaken, the cost and expense thereof will be advanced by management, and may
further dilute the interest of the stockholders of the Company.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals. See the caption "Conflicts of Interest; Related Party
Transactions," below.
Although the Company has not identified any potential acquisition target, the
possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Current Company policy does
not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Although it currently has no plans to do so, depending on the nature and
extent of services rendered, the Company may compensate members of management in
the future for services that they may perform for the Company. Because the
Company currently has virtually no resources, and is unlikely to have any
appreciable resources until it has completed a merger or acquisition, management
expects that any such compensation would take the form of an issuance of the
Company's stock to these persons; this would have the effect of further diluting
the holdings of the Company's other stockholders.
Further, substantial fees are often paid in connection with the completion of
these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. Such fees may
become a factor in negotiations regarding any potential acquisition by the
Company and, accordingly, may present a conflict of interest for such
individuals. See the caption "Conflicts of Interest; Related Party
Transactions."
Advance Technologies, Inc. Form 10 SB 7
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Involvement in Other "Blank Check" Companies.
Gary E. Ball is a director and President of the Company. Mr. Ball has never
been involved with any other "blank check" companies.
Gary L. Bane is a director and Vice President of the Company. Mr. Bane has
never been involved with any other "blank check" companies.
Wendy Ball is a director and Secretary of the Company. Mrs. Ball has never
been involved with any other "blank check" companies.
No current director or executive officer has been involved in any initial
public offering involving the securities of a "blank check" company in the ten-
year period immediately proceeding the date of this Registration Statement.
None of the Officers, Directors, or employees of Corporate and Venture
Strategists have been involved in a "Blank Check offering" in the ten year
proceeding the date of this Registration Statement.
Risk Factors.
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In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however, at
a minimum, the Company's present and proposed business operations will be highly
speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Limited Assets; No Source of Revenue. The Company has extremely limited
assets and has had no revenue in either of its two most recent calendar years or
to the date hereof. Nor will the Company receive any revenues until it completes
an acquisition, reorganization or merger, at the earliest. Corporate and Venture
Strategists intends to continue to loan the company money to pay for the costs
of evaluating potential merger candidates. The loans are due upon demand.
There is presently no agreement between the Company and Corporate and Venture
Strategists with regard to any such loan. The Company can provide no assurance
that any acquired business will produce any material revenues for the Company or
its stockholders or that any such business will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the Company is
not currently engaged in any substantive business activities, as well as
management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
Although management intends to apply substantially all of the proceeds that it
may receive through the issuance of stock or debt to a suitable acquisition,
subject to the criteria identified above, such proceeds will not otherwise be
designated for any more specific purpose. The Company can provide no assurance
that any allocation of such proceeds will allow it to achieve its business
objectives.
Advance Technologies, Inc. Form 10 SB 8
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Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may potentially acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not to invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a potential
acquisition or if the acquisition target had made an offering of its securities
directly to the public. The Company can provide no assurance that any investment
in the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may invest. To the
extent that the Company may acquire a business in a highly risky industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because the Company
has extremely limited resources as of the date of this Registration Statement,
management expects that any such acquisition would take the form of an exchange
of capital stock. See Part I, Item 2 of this Registration Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibits or substantially restricts the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See Paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully with
all state securities laws, and plans to take the steps necessary to ensure that
any future offering of its securities is limited to those states in which such
offerings are allowed. However, these legal restrictions may have a material
adverse impact on the Company's ability to raise capital because potential
purchasers of the Company's securities must be residents of states that permit
the purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of the Company's common stock within the
borders of regulating states.
By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington), some of that are
included in the group of
Advance Technologies, Inc. Form 10 SB 9
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36 states mentioned above, place various restrictions on the sale or resale of
equity securities of "blank check" or "blind pool" companies. These restrictions
include, but are not limited to, heightened disclosure requirements, exclusion
from "manual listing" registration exemptions for secondary trading privileges
and outright prohibition of public offerings of such companies.
In most jurisdictions, "blank check" and "blind pool" companies are not
eligible for participation in the Small Corporate Offering Registration ("SCOR")
program, which permits an issuer to notify the Securities and Exchange
Commission of certain offerings registered in such states by filing a Form D
under Regulation D of the Securities and Exchange Commission. All states (with
the exception of Alabama, Delaware, Florida, Hawaii, Illinois, Minnesota,
Nebraska and New York) have adopted some form of SCOR. States participating in
the SCOR program also allow applications for registration of securities by
qualification by filing a Form U-7 with the states' securities commissions.
Nevertheless, the Company does not anticipate making any SCOR offering or other
public offering in the foreseeable future, even in any jurisdiction where it may
be eligible for participation in SCOR despite its status as a "blank check" or
"blind pool" company.
The net effect of the above-referenced laws, rules and regulations will be to
place significant restrictions on the Company's ability to register, offer and
sell and/or to develop a secondary market for shares of the Company's common
stock in virtually every jurisdiction in the United States.
Management to Devote Insignificant Time to Activities of the Company. Members
of the Company's management are not required to devote their full time to the
affairs of the Company and spend approximately ten hours per month dealing with
Company activities. Because of their time commitments, as well as the fact that
the Company has no business operations, the members of management anticipate
that they will devote an insignificant amount of time to the activities of the
Company, at least until such time as the Company has identified a suitable
acquisition target. There are no arrangements, agreements or understandings
between non-management shareholders and management under which non-management
shareholders may directly participate in or influence the management of the
Company's affairs. Management exercises its independent judgement in all rights
and is strictly independent. Corporate and Venture Strategists, a non-
management shareholder, will exercise its voting rights to continue to elect the
current directors to the Company's board.
Conflicts of Interest; Related Party Transactions.
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Although the Company has not identified any potential acquisition target, the
possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Such a transaction may occur
if management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A transaction
of this nature would present a conflict of interest to those parties with a
managerial position and/or an ownership interest in both the Company and the
acquired entity,
Advance Technologies, Inc. Form 10 SB 10
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and may compromise management's fiduciary duties to the Company's stockholders.
An independent appraisal of the acquired company may or may not be obtained in
the event a related party transaction is contemplated. Furthermore, because
management and/or beneficial owners of the Company's common stock may be
eligible for finder's fees or other compensation related to potential
acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions. In regard to the order of
priority for the presentation of business opportunities to management and
shareholders of the Company and other "blank check" companies with which the
Company's Officers and Directors. All other positions held in blank check
companies by Officers and Directors have been resigned. As a consultant,
Corporate and Venture Strategists, provides a checklist of material facts on
available companies for a merger and then leaves the ultimate decision up to the
private company.
No Established Market for Common Stock; No Market for Shares. The Company's
common stock is currently listed in the "pink sheets" of the National Quotation
Bureau, Inc. (The "NQB") and on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (The "NASD"). However, there is
currently no "established trading market" for such shares; there can be no
assurance that such a market will ever develop or be maintained. Any market
price for shares of common stock of the Company is likely to be very volatile,
and numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop.
Risks of "Penny Stock." The Company's common stock may be deemed to be "penny
stock" as that term is defined in Reg. Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national
exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation
system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) is
an issuer with net tangible assets less than $2,000,000 (if the issuer has
been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's common stock
during the past five years. At such time as the Company completes a merger or
acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the over-the-
counter market in the "pink sheets" or the "Electronic Bulletin Board" of the
National Association of Securities Dealers, Inc. (the "NASD").
Advance Technologies, Inc. Form 10 SB 11
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Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require broker-
dealers dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Principal Products and Services.
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The limited business operations of the Company, as now contemplated, involve
those of a "blank check" company. The only activity to be conducted by the
Company is to maintain its good standing in the State of Nevada and to seek out
and investigate the acquisition of any viable business opportunity by purchase
and exchange for securities of the Company or pursuant to a reorganization or
merger through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- ------------------------------------------------
Management will seek out and investigate business opportunities through every
reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Advance Technologies, Inc. Form 10 SB 12
<PAGE>
Competitive Business Conditions.
- --------------------------------
There are literally thousands of "blank check" companies engaged in endeavors
similar to those engaged in by the Company; many of these companies have
substantial current assets and cash reserves. Competitors also include
thousands of other publicly held companies whose business operations have proven
unsuccessful, and whose only viable business opportunity is that of providing a
publicly-held vehicle through which a private entity may have access to the
public capital markets. There is no reasonable way to predict the competitive
position of the Company or any other entity in the strata of these endeavors;
however, the Company, having no assets and no cash reserves, will no doubt be at
a competitive disadvantage in competing with entities which have recently
completed IPO's, have cash resources and have limited operating histories when
compared with the history and past failures of the Company.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- ---------------------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises,
- -------------------------------------------
Concessions, Royalty Agreements or Labor Contracts.
- ---------------------------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or Services.
On the effectiveness of the Company's Registration Statement on Form 10-SB,
the Company will be subject to Regulation 14A regarding proxy solicitations
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Section 14(a) of the 1934 Act
requires all companies with securities registered pursuant to Section 12(g)
thereof to comply with the rules and regulations of the Securities and Exchange
Commission regarding proxy solicitations outlined in Regulation 14A. Matters
submitted to stockholders of the Company at a special or annual meeting thereof
or pursuant to a written consent shall require the Company to provide its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14; preliminary copies of this information must be submitted to the Securities
and Exchange Commission at least 10 days prior to the date that definitive
copies of this information are forwarded to stockholders.
Management intends to conduct a full evaluation of the worthiness of any
business proposal presented to it; nonetheless, it believes this process may
provide additional time within which to evaluate any business proposal presented
to it, and may eliminate proposals from entities not willing to undergo the
public and agency scrutiny involved in providing and
Advance Technologies, Inc. Form 10 SB 13
<PAGE>
filing information required under Regulation 14. Management recognizes that this
filing process may deter other potential business venture's by reason of their
inability to predict the timeliness of their potential acquisition,
reorganization or merger due to the uncertainty related to the time involved in
reviewing Regulation 14A filings by the Securities and Exchange Commission;
however, acquisitions or reorganizations not requiring stockholder approval may
be completed by management, in its sole discretion, with the submission by
management of an Information Statement pursuant to Regulation 14C outlining any
remedial proposals attendant to any such acquisition or reorganization,
including changing the name of the Company or increasing or decreasing the
number of authorized or outstanding shares of the Company's common stock.
Costs associated with filings required by the Company under Section 12(g) of
the 1934 Act and Regulation 14A of the Securities and Exchange Commission will
have to be advanced by management, the Company's principal stockholders or any
potential business entrepreneur, and may further dilute the interest of the
public stockholders. In the case of a merger requiring prior stockholder
approval and the submission of financial statements of the Company and other
party or parties to the merger, legal and accounting costs will be significantly
higher, even though the adoption, ratification and the approval of any such
merger will be virtually assured if recommended by Corporate and Venture
Strategists, the principal stockholder of the Company.
Effect of Existing or Probable Governmental Regulations on Business.
Since the Company was initially incorporated, federal and state securities
laws, rules and regulations have made the participation in or the conducting of
an IPO substantially easier for certain small and developmental stage companies,
reducing the time constraints previously involved, the legal and accounting
costs and the financial periods required to be included in the financial
statements. Rule 504 of Regulation D of the Securities and Exchange Commission
no longer requires the filing of a Registration Statement with any state or
territory as a condition to its use; however, this Rule is no longer available
to "blank check" companies. Accordingly, because the Company is presently deemed
to be a "blank check" company, this method of raising funds is foreclosed to it.
Rule 504 is also not available to "reporting issuers," which the Company will
become on the effectiveness of this Registration Statement.
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
A number of state securities commissions have adopted the use of Form U-7 for
SCOR, which also substantially simplifies the registration process for IPO's;
Form U-7 is
Advance Technologies, Inc. Form 10 SB 14
<PAGE>
primarily used in connection with offerings conducted pursuant to Rule 504 of
the Securities and Exchange Commission, but is not limited to this use. To the
extent that Rule 504 and the use of SCOR are unavailable to the Company due to
its status as a "blank check" company, the use of Form U-7 will also be
unavailable in this regard.
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc., ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets. The present laws, rules and regulations designed to
promote availability for the small business issuer to these capital markets and
similar laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company, and
may make the use of these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- -------------------
3 Employees all officers and directors.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
- -------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the next 12 months is to maintain its good standing in the State
of Nevada and to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders. Because the Company
has virtually no resources, management anticipates that to achieve any such
acquisition, the Company will be required to issue shares of its common stock as
the sole consideration for such acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture, which may be advanced by management or principal stockholders as loans
to the Company. Because the Company has
Advance Technologies, Inc. Form 10 SB 15
<PAGE>
not identified any such venture as of the date of this Registration Statement,
it is impossible to predict the amount of any such loan. However, any such loan
will not exceed $25,000 and will be on terms no less favorable to the Company
than would be available from a commercial lender in an arms length transaction.
As of the date of this Registration Statement, the Company has not begun seeking
any specific acquisition.
Because the Company is not currently making any offering of its securities,
and does not anticipate making any such offering in the foreseeable future,
management does not believe that Rule 419 promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, as amended, concerning
offerings by blank check companies, will have any effect on the Company or any
activities in which it may engage in the foreseeable future.
Item 3. Description of Property.
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its consultant and principal stockholder, Corporate and
Venture Strategists, and are provided at no cost. Because the Company has no
business, its activities have been limited to keeping itself in good standing in
the State of Nevada and, recently, with preparing this Registration Statement
and the accompanying financial statements. These activities have consumed an
insignificant amount of management's time; accordingly, the costs to Corporate
and Venture Strategists of providing the use of its office and telephone have
been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who own more
than five percent of the Company's common stock as of June 30, 1999: NONE
Security Ownership of Management.
- --------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of June 30, 1999:
<TABLE>
<CAPTION>
Number Percentage
Name and Address of Shares Beneficially Owned of Class
- ----------------------------------------------------------------------
<S> <C> <C>
Gary E. Ball 0 0
304 South Elm Drive
Beverly Hills CA 90212
Gary L. Bane 0 0
2015 Edgewater
Santa Barbara, CA 93109
Wendy Ball 0 0
</TABLE>
Advance Technologies, Inc. Form 10 SB 16
<PAGE>
<TABLE>
<S> <C> <C>
304 South Elm Drive
Beverly Hills, CA 90212
All directors and executive 0 0
officers as a group (3)
</TABLE>
See Item 5, Part I, below, for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
Changes in Control.
There are no present arrangements or pledges of the Company's securities,
which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
Identification of Directors and Executive Officers.
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders (held in March of each year) or until their
successors are elected or appointed and qualified, or their prior resignation or
termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election Termination
Name held_____ or Designation or Resignation
- ---- --------- -------------- --------------
<S> <C> <C> <C>
Gary E Ball President 1/12/99 *
And Director
Gary L. Bane Vice President 1/12/99 *
And Director
Wendy Ball Secretary 1/12/99 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- ---------------------
GARY E. BALL Age 61, residing in Beverly Hills, California is married. He
attended California State University at Long Beach graduating in 1967 BSEE and
MSEE, went on to perform Graduate Studies at University of Southern California.
He has specialized in product design, development, and management for North
American Aviation, Autonetics Division. Technical Manager in charge of the Pave
Track program for Ford Aerospace.
Advance Technologies, Inc. Form 10 SB 17
<PAGE>
Program Manager for Northrop Electro-Mechanical in charge of business
development on several classified DOD programs, including the AMRAAM effort.
Program Manager for Hughes Aircraft where he developed the Infrared Enhanced
Vision System, reporting to the President of EDSG as directed by General Motors
and directed all non-core business. He is a member of NATO NIAG study group on
Aircraft Integration. He has authored several articles for trade publications,
the last 4 years he has provided consulting services to 10 U.S. and foreign
corporations in the field of IR technology.
GARY L. BANE Age 61, residing in Santa Barbara, California is married. He
attended University of Southern California attaining BS Mechanical and
Aeronautical (1960) MS Control Systems and Instrumentation (1966) MS Systems
Management (1968). University of California, Los Angeles studying Deep
Submergence Vehicle, Oceanography and Offshore Systems Engineering. Stanford
University Executive Institute of Management of High Technology Companies. Mr.
Bane is a specialist in the development and management of Deep Ocean and
offshore technology projects. He recently retired from Rockwell after 30 years
as director of Ocean Systems. While at Rockwell he successfully managed
significant technical solutions and advanced state-of-the-art programs for a
number of classified programs. He was General Manager of Interstate Electronics,
Oceanic Division where was responsible for profit and loss and R and D for
offshore oil drilling and recovery projects.
WENDY BALL Age 52, residing in Beverly Hills, California is married. She
graduated from University of Southern California, BS cum Laude. Her career has
been focused on retail merchandising, where she has demonstrated exceptional
skills in management, team building and communications. She was a key employee
at Neiman Marcus Beverly Hills where she increased sales 400% in the Christian
Lacroix Boutique and was a key buyer in New York. She was an account executive
for Carolee Jewelry for Southern California, Arizona and Utah increasing sales
84%. She was co-owner Brava Specialty Clothing Store in Redondo Beach,
California.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
There are family relationships between directors and executive officers of the
Company, by marriage. Mr. Gary E. Ball and Mrs. Wendy Ball are husband and wife.
Involvement in Certain Legal Proceedings.
- ------------------------------------------
Advance Technologies, Inc. Form 10 SB 18
<PAGE>
During the past five years, no present or former director, executive officer
or person nominated to become a director or an executive officer of the Company:
(1) Was a general partner or executive officer of any business against which
any bankruptcy petition was filed, either at the time of the bankruptcy or two
years prior to that time;
(2) Was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) Was subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or
(4) Was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payoffs
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or $ Salary $ Bonus Other Restricted Option/S LTIP All Other
Principal Periods Annual Stock Awards AR's ($) Payouts Compen-
Position Ended Compen- ($) ($) sation ($)
1997, 1998 & sation
1999 ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gary E. Ball 0 0 0 0 0 0 0 0
President,
Director
Gary L. Bane 0 0 0 0 0 0 0 0
Vice President
Director
Wendy Ball 0 0 0 0 0 0 0 0
Secretary,
Director
</TABLE>
Advance Technologies, Inc. Form 10 SB 19
<PAGE>
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's directors
are compensated for any services provided as director. No additional amounts
are payable to the Company's directors for committee participation or special
assignments.
There are no arrangements pursuant to which any of the Company's directors was
compensated during the Company's last completed calendar year for any service
provided as director.
Employment Contracts and Termination
- ------------------------------------
of Employment and Change-in-Control Arrangements.
- -------------------------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in
Advance Technologies, Inc. Form 10 SB 20
<PAGE>
which any director or executive officer, or any security holder who is known to
the Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see Part I, Item I of this
Registration Statement.
Item 7. Certain Business Relationships.
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Part I, Item 1 of this Registration Statement.
Indebtedness of Management.
- --------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate, family of any of the foregoing persons, had a material interest.
However, see Part I, Item 1 of this Registration Statement.
Transactions with Promoters.
- -----------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing persons, had a material interest.
Item 8. Description of Securities.
The Company has only two classes of securities authorized, issued and
outstanding, that being capital stock of the Company consisting of 100,000,000
authorized shares of One Mil ($0.001) par value common stock, of which a total
of 2,572,923 post-split shares are presently issued and outstanding, and
100,000,000 shares of preferred stock authorized with a par value of One Mil
($0.001) with no shares outstanding. The holders of the Company's common stock
are entitled to one vote per share on each matter submitted to a vote at a
meeting of stockholders. The shares of common stock do not carry cumulative
voting rights in the election of directors. The preferred stock has not voting
rights.
Stockholders of the Company have no pre-emptive rights to acquire additional
shares of common stock or other securities. The common stock is not subject to
redemption rights
Advance Technologies, Inc. Form 10 SB 21
<PAGE>
and carries no subscription or conversion rights. In the event of liquidation of
the Company, the shares of common stock are entitled to share equally in
corporate assets after satisfaction of all liabilities. All shares of the common
stock now outstanding are fully paid and non-assessable.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as amended,
or Bylaws, as amended that would delay, defer, or prevent a change in control of
the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
Market Information.
The Company's common stock is currently listed in the "pink sheets" of the NQB
and the OTC Bulletin Board of the NASD under the symbol "AVTX". However, there
has been no "established trading market" for shares of the Company's common
stock during the past five years and management does not expect any such market
to develop unless and until the Company completes an acquisition or merger. In
any event, no assurance can be given that any "established trading market" for
the Company's common stock will develop or be maintained.
No price data is available for the calendar year ended December 31, 1998 or
the last two fiscal quarters of 1997.
<TABLE>
<CAPTION>
CLOSING BID CLOSING ASK
----------- -----------
1999 HIGH LOW HIGH LOW
<S> <C> <C> <C> <C>
JAN. 2
THRU 1.25* .01 7.50* .125
MAR. 31
APR. 1
THRU 3.125* 1.625* 39.75* 1.75*
JUNE 30
</TABLE>
* Price after reverse split went in affect.
Advance Technologies, Inc. Form 10 SB 22
<PAGE>
These bid prices were obtained from the National Quotation Bureau, LLC
("NQB") and do not necessarily reflect actual transactions, retail markups,
markdowns or commissions.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
Future sales of any of these securities or any securities of the Company
issued in any acquisition, reorganization or merger may have a future adverse
effect on any "public market" that may develop in the common stock of the
Company. See Part I, Item 1 of this Registration Statement.
Holders.
- -------
The number of record holders of the Company's common stock as of the date of
this Registration Statement is approximately 978.
Dividends.
- ---------
The Company has not declared any cash dividends with respect to its common
stock or its previously authorized preferred stock, and does not intend to
declare dividends in the foreseeable future. The future dividend policy of the
Company cannot be ascertained with any certainty, and if and until the Company
completes any acquisition, reorganization or merger, no such policy will be
formulated. There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its common stock.
Item 2. Legal Proceedings.
The Company is not a party to any pending legal proceeding. No federal, state
or local governmental agency is presently contemplating any proceeding against
the Company. No director, executive officer or affiliate of the Company or owner
of record or beneficially of more than five percent of the Company's common
stock is a party adverse to the Company or has a material interest adverse to
the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not Applicable: Crouch, Bierwolf & Chisholm, Certified Public Accountants, of
Salt Lake City, Utah, is presently the Company's auditor and audited the
financial statements of the Company for the years ended September 30, 1997, 1998
and through June 30, 1999.
Item 4. Recent Sales of Unregistered Securities.
April 2, 1999 the Company issued 2,500,000 shares of common stock for $25,000
pursuant to Regulation D Rule 504. The offers and sales of these securities are
believed to
Advance Technologies, Inc. Form 10 SB 23
<PAGE>
have been exempt from the registration requirements of Section 5 of
the Securities Act of 1933 pursuant to Section 4(6) thereof, and from similar
states' securities laws, rules and regulations requiring the offer and sale of
securities by available state exemptions from such registration.
Item 5. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada Revised Statues authorizes a Nevada corporation
to indemnify any director against liability incurred in any proceeding if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Section 78.751(2) prohibits a Nevada corporation from indemnifying a director
in a proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in a proceeding in which the director was
adjudged liable on the basis that he or she improperly received a personal
benefit. Otherwise, Section 78.7502(2) allows indemnification for reasonable
expenses incurred in connection with a proceeding by or in the right of a
corporation.
Unless limited by the Articles of Incorporation, Section 78.7502 authorizes a
director to apply for indemnification to the court conducting the proceeding or
another court of competent jurisdiction. Section 78.7502 extends this right to
officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 78.7502 requires that
a corporation indemnify a director who was successful, on the merits or
otherwise, in defending any proceeding to which he or she was a party against
reasonable expenses incurred in connection therewith. Section 78.7502 extends
this protection to officers of a corporation as well.
Pursuant to Section 78.7502(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard of conduct specified in Section 78.7502(1). Unless limited by the
Articles of Incorporation, Section 78.7502(1) extends this protection to
officers, employees, fiduciaries and agents of a corporation as well.
Regardless of whether a director, officer, employee, fiduciary or agent has
the right to indemnity under the Nevada Revised Statues, Section 78.7502 allows
the corporation to purchase and maintain insurance on his or her behalf against
liability resulting from his or her corporate role.
Article VII of the Company's Articles of Incorporation provides for the
mandatory indemnification and reimbursement of any director or executive officer
for actions or omissions in such capacity, except for claims or liabilities
arising out of his or her own negligence or willful misconduct.
Advance Technologies, Inc. Form 10 SB 24
<PAGE>
PART F/S
Index to Financial Statements
Report of Certified Accountants
Financial Statements
Audited Financial Statements
June 30, 1999 and September 30, 1998 and 1997
- ---------------------------------------------
Balance Sheet June 30, 1999 September 30, 1998 and 1997
Statements of Operation June 30, 1999 September 30, 1998 and 1997
Statements of Stockholders' Equity for the years ended June 30, 1999
September 30, 1998 and 1997
Statements of Cash Flows for the years ended June 30, 1999 September 30, 1998
and 1997
Notes to Financial Statements
Advance Technologies, Inc.
(a Development Stage Company)
Financial Statements
June 30, 1999 September 30, 1998 and 1997
Advance Technologies, Inc. Form 10 SB
<PAGE>
CONTENTS
Independent Auditor's Report...................................................3
Balance Sheets.................................................................4
Statements of Operations.......................................................5
Statements of Stockholders' Equity.............................................6
Statements of Cash Flows.......................................................7
Notes to the Financial Statements..............................................8
Advance Technologies, Inc. Form 10 SB
<PAGE>
[LETTERHEAD OF CROUCH, BIERWOLF & CHISHOLM]
________________________________________________________________________________
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Advance Technologies, Inc.
We have audited the accompanying balance sheets of Advance Technologies, Inc. (a
Development Stage Company) as of June 30, 1999, September 30, 1998 and 1997 and
the related statements of operations, stockholders' equity and cash flows for
the nine months ended June 30, 1999 and the years ended September 30, 1998 and
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide 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 Advance Technologies, Inc. (a
Development Stage Company) as of June 30, 1999, September 30, 1998 and 1997 and
the results of its operations and cash flows for the nine months ended June 30,
1999 and for the years ended September 30, 1998 and 1997 in conformity with
generally accepted accounting principles.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City Utah
August 23, 1999
Advance Technologies, Inc. Form 10 SB
<PAGE>
Advance Technologies, Inc.
(a Development Stage Company)
Balance Sheets
Assets
<TABLE>
<CAPTION>
June 30, September 30, September 30,
1999 1998 1997
-------- ------------- -------------
<S> <C> <C> <C>
Current assets
Cash $ 12,954 $ - $ -
--------- --------- ---------
Total Assets $ 12,954 $ - $ -
--------- --------- ---------
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 7,108 $ - $ -
Note Payable-Officer 48,000 - -
--------- --------- ---------
Total Current Liabilities 55,108 - -
--------- --------- ---------
Stockholders' Equity
Common Stock, authorized
100,000,000 shares of $.001 par value,
issued and outstanding 2,572,923
72,923 and 60,095 shares respectively 2,573 73 60
Preferred Stock, authorized
100,000,000 shares $.001 par value,
issued and outstanding O shares - - -
Additional Paid in Capital 482,903 460,403 459,967
Deficit Accumulated During the
Development Stage (527,630) (460,476) (460,027)
--------- --------- ---------
Total Stockholders' Equity (42,154) - -
--------- --------- ---------
Total Liabilities and Stockholders' Equity $ 12,954 $ - $ -
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
Advance Technologies, Inc. Form 10 SB
<PAGE>
Advance Technologies, Inc.
(a Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Cumulative
For the nine For the years Total Since
months ended ended September 30, Inception of
June 30, ------------------- Development
1999 1998 1997 Stage
------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Revenues: $ - $ - $ - $ -
Expenses:
General and administrative 67,154 449 5,325 466,929
--------- --------- --------- -----------
Total Expenses 67,154 449 5,325 466,929
--------- --------- --------- -----------
Net (Loss) $ (67,154) $ (449) $ (5,325) $ (466,929)
--------- --------- --------- -----------
Net Loss Per Share $ (0.076) $ (0.000) $ (0.089) $ (5.70)
--------- --------- --------- -----------
Weighted average shares outstanding 878,478 72,923 60,095 81,899
--------- --------- --------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements
Advance Technologies, Inc. Form 10 SB
<PAGE>
Advance Technologies, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock paid-in Preferred Stock Development
Shares Amount Capital Shares Amount Stage
--------- ------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance October 1, 1985 (beginning of 6,487 $ 7 $ 48,161 $ - $ - $ (60,701)
the development stage)
Shares issued for cost royalties at $0.01 4,369 4 1,525 - - -
Shares issued for services at $0.25 554 1 4,849 - - -
Shares issued for services at $0.03 1,601 2 1,680 - - -
Shares issued for services at $0.25 1,274 1 11,145 - - -
Shares issued for services at $0.01 2,290 2 798 - - -
Shares issued for services at $0.25 37,209 37 325,487 - - -
Preferred shares issued for services - - - 10,048 1,004 -
Expiration of preferred shares - - 1,004 (10,028) (1,004) -
Net loss since the beginning of the
development stage at October 1, 1985 - - - - - (1,344,001)
--------- ------- --------- --------- --------- ----------
Balance, September 30, 1995 53,778 34 404,649 - - (404,702)
Shares issued for services at $0.25 5,714 6 49,994 - - -
Fractional shares adjustment (6) (1) - - - -
Net loss for the year ended September 30,
1996 - - - - - (50,000)
--------- ------- --------- --------- --------- ----------
Balance September 30, 1996 59,486 59 454,643 - - (454,702)
Shares issued for servies at $0.25 609 1 5,324 - - -
Net loss for the year ended September 30,
1997 - - - - - (5,325)
--------- ------- --------- --------- --------- ----------
Balance September 30, 1997 60,095 60 459,967 - - (460,027)
Shares issued for services at $0.001 12,828 13 436 - - -
Net loss for the year ended September 30,
1998 - - - - - (449)
--------- ------- -------- -------- --------- ---------
Balance September 30, 1998 72,923 73 460,403 - - (460,476)
Shares issued for cash at $0.01 2,500,000 2,500 22,500 - - -
Net loss for the nine months
ended June 30, 1999 - - - - - (67,158)
--------- ------- --------- --------- --------- ----------
Balance June 30, 1999 2,372,223 $ 2,573 $487,903 $ - $ - $(537,636)
========= ======= ========= ========= ========= ==========
</TABLE>
The accounting notes are an integral part of these financial statements
Advance Technologies, Inc. Form 10 SB
<PAGE>
Advance Technologies, Inc.
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
October 1,
1985 (inception
of the
For the nine For the years ended development
months ended September 30, stage) to
June 30, ------------------- June 30,
1999 1998 1997 1999
------------ ------ ------ ---------------
<S> <C> <C> <C> <C>
Cash Flows from Operating Activities
Net loss $(67,154) $(449) $(5,325) $(466,929)
Adjustments to reconcile net loss to net cash provided by operations:
Increase in Accounts Payable 7,108 - - 7,108
Stock issued for services - 449 5,325 399,775
-------- ----- ------- ---------
Net cash flows provided (used) by operating activities (60,046) - - -
-------- ----- ------- ---------
Cash Flows from Investment Activities - - - -
-------- ----- ------- ---------
Cash Flows from Financing Activities
Cash paid on officer loan (12,000) - - (12,000)
Proceeds from loan from officer 60,000 - - 60,000
Net proceeds from issuance of stock 25,000 - - 25,000
-------- ----- ------- ---------
Net cash flows provided (used) by operating activities 73,000 - - 73,000
-------- ----- ------- ---------
Net increase (decrease) in cash - - - -
Cash, beginning of year - - - -
-------- ----- ------- ---------
Cash, end of year $ 12,954 $ - $ - $ 12,954
======== ===== ======= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
Advance Technologies, Inc. Form 10 SB
<PAGE>
Advance Technologies, Inc.
(a Development Stage Company)
Notes to the Financial Statements
June 30, 1999, September 30, 1998 and 1997
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
The Company was organized under the laws of the state of Delaware on
June 16, 1969 as PWB Industries, Inc. On November 10, 1975, the Company
changed its name to Sun Energy, Inc. At that time the Company began
operations in the oil and gas lease industry. By 1985 the Company
discontinued its operations and became dormant. On March 6, 1996 the
Company attempted a merger that eventually failed. On August 23, 1997
the Company changed its name to Advance Technologies, Inc. and moved its
state of domicile to the state of Nevada. The Company is currently
looking for business opportunities.
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the
financial statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating
loss carryforwards totaling approximately $466,929 that will be offset
against future taxable income. These NOL carryforwards begin to expire
in the year 2004. No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance
the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows:
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Deferred tax asset:
NOL carryforward $ 158,756 $ 135,924 $ 135,771
Valuation allowance (158,756) (135,924) (135,771)
---------- ---------- ----------
Total $ - $ - $ -
========== ========== ==========
</TABLE>
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has few assets
and has had recurring operating losses and is dependent upon financing to
continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It is
management's plan to find an operating company to merge with, thus creating
necessary operating revenue.
Advance Technologies, Inc. Form 10 SB
<PAGE>
Advance Technologies, Inc.
(a Development Stage Company)
Notes to the Financial Statements
June 30, 1999, September 30, 1998 and 1997
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating
substantially all of its efforts in raising capital and developing its
business operations in order to generate significant revenues.
NOTE 4 - Stock Transactions
On December 2, 1998 and August 23, 1997, the Company's board of
directors authorized a reverse stock splits, 1 share for 35 shares and 1
share for 10 shares, respectively. The financial statements have been
retroactively restated to show the effects of the reverse stock split.
NOTE 5 - Related Party Transactions
Since the Company does not have the necessary operating revenue to
sustain operations, stock has been issued for service. Some of the parties
receiving stock are related parties, including officers of the Company.
During 1999, an officer of the Company advanced $60,000 to cover
expenses. $12,000 was subsequently paid back leaving a note payable of
$48,000 at June 30, 1999. The note payable-officer is considered a current
liability with no provisions for interest.
Advance Technologies, Inc. Form 10 SB
<PAGE>
PART III
Item 1. Index to Exhibits.
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
<C> <S>
3.1 Articles of Incorporation, filed on June 19, 1969.
3.2(i) Articles of Amendment to Articles of Incorporation, filed on November 10, 1975.
3.2(ii) Articles of Amendment to Articles of Incorporation, filed on December 6, 1982.
3.3 Articles of Incorporation Sto Med, Inc. filed February 15, 1996.
3.3(i) Articles of Amendment to Articles of Incorporation filed February 28, 1996.
3.3(ii) Articles of Merger signed February 23, 1996.
3.3(iii) Amendment of Articles to Articles of Incorporation changing the name to Advance Technologies, Inc. filed November
30, 1997.
3.3(iv) Amended Bylaws adopted January 12, 1999.
3.3(v) U-7 Disclosure Statement.
3.3(vi) Securities and Exchange Commission Form D.
3.3(vii) Amendment of Articles to Articles of Incorporation filed July 7, 1999.
</TABLE>
* Summaries of all exhibits contained within this Registration Statement are
modified in their entirety by reference to these Exhibits.
Advance Technologies, Inc. Form 10 SB
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
ADVANCE TECHNOLOGIES, INC.
Date: 7/31/99 /s/ Gary E. Ball
------------------------------------
Gary E. Ball, Director and President
Date: 7/31/99 /s/ Gary L. Bane
------------------------------------
Gary L. Bane, Director and Vice
President
Date: 7/31/99 /s/ Wendy Ball
------------------------------------
Wendy Ball, Director and
Secretary
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.1
3.1 Articles of Incorporation, filed on June 19, 1969
Advance Technologies, Inc. Form 10 SB
<PAGE>
State of Delaware
[LOGO OF OFFICE OF SECRETARY OF STATE]
Office of Secretary of State
I, Eugene Bunting, Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Incorporation of the "PWB INDUSTRIES, INC.", as received and filed in this
office the sixteenth day of June, A.D. 1969, at 9 o'clock A.M.
In Testimony Whereof, I have hereunto set my hand
and official seal at Dover this sixteenth day
of June in the year of our Lord
one thousand nine hundred and sixty-nine.
/s/ Eugene Bunting
----------------------------
Secretary of State
[SEAL]
/s/ [ILLEGIBLE]
----------------------------
Asst. Secretary of State
Advance Technologies, Inc. Form 10 SB
<PAGE>
CERTIFICATE OF INCORPORATION
-OF-
PWB INDUSTRIES, INC.
-------------
I, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is
PWB INDUSTRIES, INC.
SECOND: Its registered office is to be located at 306 South State Street,
in the City of Dover, in the County of Kent, in the State of Delaware. The name
of its registered agent at that address is the United States Corporation
Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
Without limiting in any manner the scope and generality of the foregoing,
it is hereby provided that the corporation shall have the following purposes,
objects and powers:
To conduct the business of buying and selling real estate investments, and
to acquire by purchase, subscription, contract or otherwise, and to own, sell,
assign, transfer, exchange, mortgage, pledge or otherwise negotiate or dispose
of, and generally to deal in and with all forms of securities.
To render services and advice to businesses and individuals engaged in
investing in real property and securities, and receive therefor compensation for
such services and advice.
To purchase, manufacture, produce, assemble, receive, lease, or in any
manner acquire, hold, own, use, operate, install, maintain, service, repaid,
process, alter, improve, import, export,
Advance Technologies, Inc. Form 10 SB
<PAGE>
sell, assign, transfer and generally to trade and deal in and with raw
materials, natural or manufactured articles or products, machinery, equipment,
devices, systems, parts, supplies, apparatus, goods, wares, merchandise and
personal property of every kind, nature or description, tangible or intangible,
used or capable of being used for any purpose whatsoever; and to engage and
participate in any mercantile, manufacturing or trading business of any kind or
character.
To improve, manage, develop, sell, assign, transfer, lease, mortgage,
pledge or otherwise dispose of or turn to account or deal with all or any part
of the property of the corporation, and from time to time to vary any investment
or employment of capital of the corporation.
To borrow money, and to make and issue notes, bonds, debentures,
obligations and evidences of indebtedness of all kinds, whether secured by
mortgage, pledge or otherwise, without limit as to amount, and to secure the
same by mortgage, pledge or otherwise; and generally to make and perform
agreements and contracts of every kind and description, including contracts of
guaranty and suretyship.
To lend money for its corporate purposes, invest and reinvest its funds,
and take, hold and deal with real and personal property as security for the
payment of funds so loaned or invested.
To the same extent as natural persons might or could do, to purchase or
otherwise acquire, and to hold, own, maintain, work, develop, sell, lease,
exchange, hire, convey, mortgage or otherwise dispose of and deal in lands and
leaseholds, and any interest, estate and rights in real property, and any
personal or mixed property, and any franchises, rights, licenses or privileges
necessary, convenient or appropriate for any of the purposes herein expressed.
To participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transactions, undertakings or arrangements which the participating corporation
would have power to conduct by itself whether or not such participation involves
sharing or delegation of control with or to others, and to be an incorporator,
promoter or manager of other corporations of any type or kind.
To acquire by purchase, subscription or otherwise, and to hold for
investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or
otherwise deal with or dispose of stocks, bonds or any other obligations or
securities of any corporation or corporations; to merge or consolidate with any
corporation in such manner as may be permitted by law; to aid in any manner any
corporation whose stocks, bonds or other obligations are held or in any manner
guaranteed by this corporation, or in which this corporation is in any way
interested; and to do any other acts
Advance Technologies, Inc. Form 10 SB
<PAGE>
or things for the preservation, protection, improvement or enhancement of the
value of any such stock, bonds or other obligations; and while owner of any such
stock, bonds or other obligations to exercise all the rights, powers and
privileges of ownership thereof, and to exercise any and all voting powers
thereon; and to guarantee the payment of dividends upon any stock, the principal
or interest or both, of any bonds or other obligations, and the performance of
any contracts.
To do all and everything necessary, suitable and proper for the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers hereinbefore set forth, either alone or in
association with other corporations, firms or individuals, and to do every other
act or acts, thing or things incidental or appurtenant to or growing out of or
connected with the aforesaid business or powers or any part or parts thereof,
provided the same be not inconsistent with the laws under which this corporation
is organized.
The business or purpose of the corporation is from time to time to do any
one or more of the acts and things hereinabove set forth, and it shall have
power to conduct and carry on its said business, or any part thereof, and to
have one or more offices, and to exercise any or all of its corporate powers and
rights in the State of Delaware, and in the various other states, territories,
colonies and dependencies of the United States, in the District of Columbia, and
in any foreign countries.
The enumeration herein of the objects and purposes of the corporation shall
be construed as powers as well as objects and purposes and shall not be deemed
to exclude by inference any powers, objects or purposes which the corporation is
empowered to exercise, whether expressly by force of the laws of the State of
Delaware now or hereafter effected, or impliedly by the reasonable construction
of the said laws.
FOURTH: The authorized capital stock of this corporation is Two Hundred
and Fifty Thousand Dollars ($250,000.00), divided into Five Million (5,000,000)
shares of Common Stock of the par value of One Cent ($.01) per share, and Two
Million (2,000,000) shares of Preferred Stock of the par value of Ten Cents
($.10) per share.
The designations and the powers, privileges and relative participating
option or other special rights and qualifications, limitations or restrictions
thereof of the Common stock and the Preferred stock of the corporation are as
follows:
Advance Technologies, Inc. Form 10 SB
<PAGE>
The preferred stock may be issued from time to time in series with such
series designation, number of shares in the series, relative rights, preference
and limitations as the Board of Directors of this corporation may determine.
Among the determinations to be made by the Directors for each series would be
(a) the dividend rate, and whether dividends would be cumulative; (b) whether
there would be conversion rights, and the terms of any conversion; (c) whether,
and the extent to which, there would be voting rights which might include the
right to elect a specified number of directors if dividends of such series were
not paid for a specified period of time; (d) the extent of the liquidation
rights, and whether there would be any preference with respect to such rights;
(e) whether the corporation would have the right to redeem such shares, and the
terms of any redemption. Holders of the Preferred stock will not have preemptive
rights.
The voting power of the corporation shall be vested in the holders of the
Common stock to the extent of one vote for each share held.
FIFTH: The name and address of the single incorporator are B. Bolton, 8249
Beverly Boulevard, Los Angeles, California.
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and for further
definition, limitation and regulation of the powers of the corporation and of
its directors and stockholders.
(1) The number of directors of the corporation shall be such as from time
to time shall be fixed by, or in the manner provided in the Bylaws. Election of
directors need not be by ballot unless the Bylaws so provide.
(2) The Board of Directors shall have power without the assent or vote of
the stockholders.
(a) To make, alter, amend, change, add to or repeal the Bylaws of the
corporation; to fix and vary the amount to be reserved for any proper
purpose; to authorize and cause to be executed mortgages and liens upon all
or any part of the property of the corporation; to determine the use and
disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.
Advance Technologies, Inc. Form 10 SB
<PAGE>
(b) To determine from time to time whether and to what extent and at
what times and places and under what conditions and regulations, the
account and books of the corporation (other than the stock ledger) or any
of them, shall be open to the inspection of the stockholders.
(3) The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this certificate, and to any Bylaws from time to time made by the
stockholders; provided, however, that no Bylaw so made shall invalidate any
prior act of the directors which would have been valid if such Bylaw had not
been made.
Advance Technologies, Inc. Form 10 SB
<PAGE>
SEVENTH: The corporation shall, to the full extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto.
EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them, and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or
Advance Technologies, Inc. Form 10 SB
<PAGE>
on all stockholders or class of stockholders of this corporation, as the case
may be, and also on this corporation.
NINTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the 10th day of
June, 1969.
B. Bolton (L.
-------------------------------
B. BOLTON
In the presence of:
Mildred E. Bernard
- -------------------------------
MILDRED E. BERNARD
Advance Technologies, Inc. Form 10 SB
<PAGE>
STATE OF CALIFORNIA )
)
COUNTY OF LOS ANGELES ) SS
BE IT REMEMBERED, that on this 10th day of June, 1969, personally came
before me, Mildred E. Bernard, a Notary Public in and for the County and State
aforesaid, B. BOLTON, the sole party to the foregoing Certificate of
Incorporation, known to us personally to be such, and she acknowledged the said
certificate to be her act and deed, and the facts therein stated are true.
GIVEN under my hand and seal of office the day and year aforesaid.
Mildred E. Bernard
------------------------------------------
OFFICIAL SEAL
MILDRED E. BERNARD
NOTARY PUBLIC - CALIFORNIA
Principal Office in
Los Angeles County
My Commission Expires February 6, 19__
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.2(i)
3.2(i) Articles of Amendment to Articles of Incorporation, filed on November
10, 1975
Advance Technologies, Inc. Form 10 SB
<PAGE>
State
of
DELAWARE
Office of SECRETARY OF STATE
I, Glenn C. Kenton, Secretary of State of the State of Delaware, do hereby
certify that the above and foregoing is a true and correct copy of Certificate
of Amendment of the "PWB INDUSTRIES, INC.", as received and filed in this office
the twelfth day of November, A.D. 1975, at 9:05 A.M.
In Testimony Whereof, I have hereunto set my hand
and official seal at Dover this third day
of December in the year of our Lord
one thousand nine hundred and eighty.
[SEAL]
/s/ Glenn C. Kenton
-----------------------------------
Glenn C. Kenton, Secretary of State
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT
CERTIFICATE OF AMENDMENT PX13I
-OF-
CERTIFICATE OF INCORPORATION
-OF-
PWB INDUSTRIES, INC.
Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware
---------------------
WE, F. J. RADWICK, President, and DAVID S. WILSON, Secretary of PWB
INDUSTRIES, INC., a corporation existing under the laws of the State of
Delaware, do hereby certify as follows:
FIRST: That the Certificate of Incorporation of said corporation has been
amended as follows:
By striking out the whole of Article FIRST thereof as it now exists and
inserting in lieu and instead thereof a new Article FIRST, reading as follows:
"The name of the corporation is
SUN ENERGY, INC."
SECOND: That such amendment has been duly adopted in accordance with the
provisions of the General Corporation Law of the State of Delaware by the
affirmative vote of the holders of a majority of the stock entitled to vote at a
meeting of stockholders.
IN WITNESS WHEREOF, we have signed this Certificate this 10 day of
----
NOVEMBER, 1975.
/s/ F. J. Radwick
----------------------------------
F. J. Radwick President
/s/ David S. Wilson
----------------------------------
Attest: David S. Wilson Secretary
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.2(ii)
3.2(ii) Articles of Amendment to Articles of Incorporation, filed on
December 6, 1982
Advance Technologies, Inc. Form 10 SB
<PAGE>
#1
State
of
DELAWARE
Office of SECRETARY OF STATE
I, Glenn C. Kenton, Secretary of State of the State of Delaware,
do hereby certify that the attached is a true and correct copy of
Certificate of Amendment
filed in this office on December 6, 1982.
/s/ Glenn C. Kenton
-----------------------------------
Glenn C. Kenton, Secretary of State
[SEAL] BY: /s/ [ILLEGIBLE]
--------------------------------
DATE: December 6, 1982
------------------------------
Form 120
Advance Technologies, Inc. Form 10 SB
<PAGE>
FILED
ARTICLES OF AMENDMENT DEC 6 1992 9AM
TO /s/ [Illegible]
ARTICLES OF INCORPORATION
OF
SUN ENERGY, INC.
Pursuant to Section 242 of the General Corporation Law
The undersigned, L.B. Wilkes and Phyllis McIntosh, President and Secretary,
respectively, of Sun Energy, Inc., hereby certify as follows:
1. That Article IV of the Articles of Incorporation of Sun Energy, Inc.
has been amended by changing the number of authorized shares of common stock
from five million (5,000,000) shares to twenty-five million (25,000,000) shares,
at a per value of $.01 per share.
2. That a Special Meeting of the Board of Directors of Sun Energy, Inc.
was held at the Henry Clay Room of the Hyatt-Regency Hotel, 400 West Vine
Street, Lexington, Kentucky, on October 11, 1982, at 10:00 a.m., local time, and
that said meeting was duly called upon notice of the specific purpose of
considering the aforesaid amendment to the Articles of Incorporation, that all
of the directors voted to adopt the aforesaid amendment to the Articles of
Incorporation, and
3. That a Special Meeting of the Stockholders of Sun Energy, Inc. was
held at Henry Clay Room of the Hyatt-Regency Hotel, 400 West Vine Street,
Lexington, Kentucky, on October 11, 1982 at 11:00 a.m., local time, and that
said meeting was duly called upon notice of the specific purpose of considering
the aforesaid amendment to the Articles of Incorporation, that holders of all
the voting power of shares of the corporation
Advance Technologies, Inc. Form 10 SB
<PAGE>
entitled to vote upon the adoption of the aforesaid amendment were present at
said meeting, and that 3,693,855 shares of common stock out of a total of
4,825,470 shares issued voted in favor of, and by such vote adopted, the
aforesaid amendment to the Articles of Incorporation.
IN TESTIMONY WHEREOF, witness our signatures this 11th day of October,
1982.
/s/ L.B. WILKES
---------------------------------------
L. B. WILKES
/s/ PHYLLIS MCINTOSH
----------------------------------------
ATTEST: PHYLLIS MCINTOSH
Advance Technologies, Inc. Form 10 SB
<PAGE>
STATE OF KENTUCKY)
)SS
COUNTY OF FAYETTE)
L.B. Wilkes and Phyllis McIntosh, after being duly sworn, say that they are
President and Secretary, respectively, of Sun Energy, Inc.; that they have read
the foregoing amendment to the Articles of Incorporation of Sun Energy, Inc.;
that they are familiar with the statements contained therein and that the
statements contained therein are true.
/s/ L. B. WILKES
------------------------------------------
L. B. WILKES
/s/ PHYLLIS MCINTOSH
-------------------------------------------
ATTEST PHYLLIS MCINTOSH
Subscribed and sworn to before me this 11th day of October, 1982.
My Commission Expires: Nov. 5, 1984
------------
CHARMAINE STAMON BROWN
------------------------------------------
NOTARY PUBLIC, STATE AT LARGE, KY.
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.3
3.3 Articles of Incorporation Sto Med, Inc. filed February 15, 1996
Advance Technologies, Inc. Form 10 SB
<PAGE>
FILED
IN THE OFFICE OF THE ARTICLES OF INCORPORATION
SECRETARY OF STATE OF THE
STATE OF NEVADA OF
FEB 15 1996
3293-96 STO-MED, INC.
* * * * *
The undersigned, for the purpose of forming a corporation under the
general corporation laws of the State of Nevada, to do business within and
without the State of Nevada, does make and file these Articles of Incorporation
hereby declaring and certifying that the facts stated are true.
ARTICLE I
NAME
----
The name of the corporation is:
STO-MED, INC.
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
----------------------------------
Section 2.01 Resident Agent. The name and address of the resident agent
----------------------------
for the service of process is Lee Walker, 4001 Meadows Lane, Las Vegas, NV 89107
Section 2.02 Registered Office. The address of its registered office is
-------------------------------
4001 Meadows Lane, Las Vegas, Nevada 89107.
Section 2.03 Other Offices. The corporation may also maintain offices for
---------------------------
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kind and nature may be conducted and meetings of the directors and stockholders
held outside the State of Nevada with the same effect as if in the State of
Nevada.
Advance Technologies, Inc. Form 10 SB
<PAGE>
ARTICLE III
SHARES OF STOCK
---------------
The amount of the total authorized capital stock of the corporation
is Sixty Million (60,000,000) shares at $0.001 par value.
All such stock shall be designated as Common Stock. The Common Stock
may be issued from time to time without action by the stockholders. The Common
Stock may be issued for such consideration as may be fixed by the Board of
Directors from time to time.
The Board of Directors may issue such shares of Common Stock in one
or more series, at such price and in such numbers of each series with such
voting powers, designations, preferences and rights or qualifications or
restriction thereof as shall be stated in the resolution or resolutions adopted
by them.
ARTICLE IV
DIRECTORS
---------
Section 4.01 Governing Board. The members of the governing board of
-----------------------------
the corporation shall be styled as directors.
Section 4.02 Initial Board of Directors. The initial board of
---------------------------------------
Directors shall consist of one (1) member. The name and address of the initial
members of the Board of Directors is as follows:
NAME ADDRESS
---- -------
Charles E. Mc Dowell 23016 Mullin Road, Lake Forest, CA 92630
This individual shall serve as director until his successors shall
have been elected and qualified.
Section 4.03 Change in Number of Directors. The number of specific or
------------------------------------------
total directors may be increased or decreased by a duly adopted amendment to the
By-Laws of the corporation.
ADVANCE TECHNOLOGIES, INC. FORM 10 SB
<PAGE>
ARTICLE V
INCORPORATORS
-------------
The name and address of the incorporator is:
Charles E. McDowell, 23016 Mullin Road, Lake Forest, CA 92630
ARTICLE VI
DIRECTORS' AND OFFICERS' LIABILITY
----------------------------------
A director or officer of the corporation shall not be personally
liable to the corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, but this article shall not eliminate or
limit the liability of a director or officer for (i) acts or commissions which
involve intentional misconduct, fraud or a knowing violation of law or (ii) the
payment of distributions in violation of NRS 78,300. 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 modifications.
ARTICLE VII
INDEMNITY
---------
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
state of Nevada from time to time against all expenses, liability and loss,
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding
Advance Technologies, Inc. Form 10 SB
<PAGE>
must be paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is entitled to be
indemnified by the corporation. Such right shall not be exclusive or any other
right which such directors, officers, or representative may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any By-Law
agreement, vote of stockholder, provision of law or otherwise, as well as their
rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may adopt by-laws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada, and may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as director or officer of
another corporation, or as a representative in a partnership, joint venture,
trust or other enterprises against any liability asserted against such person
and incurred in any such capacity or arising out of such status, whether or not
the corporation would have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such person.
ARTICLE VIII
AMENDMENTS
----------
The corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation or its By-Laws, in the
manner now or hereafter prescribed by statute or by these Articles of
Incorporation or said By-Laws, and all rights conferred upon the stockholders
are granted subject to this reservation.
Advance Technologies, Inc. Form 10 SB
<PAGE>
ARTICLE IX
POWERS OF DIRECTOR
------------------
In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized;
(1) Subject to the By-Laws, if any, adopted by the stockholders, to
make, alter or repeal the By-Laws of the corporation;
(2) To authorize and cause to be executed mortgages and liens, with
or without limit as to amount, upon real or personal property of the
corporation;
(3) To authorize the guaranty by the corporation of securities,
evidences of indebtedness and obligations of other persons, corporation and
business entities;
(4) To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any purpose and to abolish any
such reserve; and
(5) By resolution adopted by a majority of the whole board, to
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 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 affairs of
the corporation, and may authorize the seal of the corporation to be affixed to
all papers which may require it. 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.
All corporate powers of the corporation shall be exercised by the
Board of Directors except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of
December, 1995.
/s/ Charles E. McDowell
----------------------------------------
Charles E. McDowell, Incorporator
<PAGE>
ACKNOWLEDGMENT
--------------
STATE OF NEVADA )
) ss
COUNTY OF Clark )
On the 2Oth day of December 1995, personally appeared before me, a Notary
Public, Charles E. McDowell, who acknowledged to me that he executed the
foregoing document.
/s/ Laura Fitzgerald
----------------------------------
NOTARY PUBLIC -------------------------------------
Notary Public State of Nevada
COUNTY OF CLARK
[SEAL] LAURA FITZGERALD
My Commission Expires
January ?, ????
-------------------------------------
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
--------------------------------
In the matter of STO-MED, INC., I, Lee Walker, 4001 Meadows Lane, Las
Vegas, Nevada 89107, hereby accept the appointment as Resident Agent of the
above-entitled corporation in accordance with NRS 78.090
IN WITNESS WHEREOF, I hereunto set my hand this 2oth day of December 1995.
By: /s/ Lee Walker
--------------------------------------
Lee Walker, Resident Agent
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.3(i)
3.3(i) Articles of Amendment to Articles of Incorporation filed February
28, 1996
Advance Technologies, Inc. Form 10 SB
<PAGE>
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
STO-MED, INC.
* * * * *
The undersigned does hereby declare and certify:
(1) That he, Charles E. McDowell, is the original incorporator of STO-MED,
INC.
(2) That the original Articles of Incorporation were filed with the
Secretary of State of February 15, 1996.
(3) That he does affirmatively declare that to this date, February 21,
1996, no stock has been issued in the corporation.
(4) That he desired to change the capitalization of the corporation by
amending the first paragraph of Article III of the Articles of Incorporation to
read:
ARTICLE III
SHARES OF STOCK
---------------
The amount of the total authorized capital stock of the corporation is One
Hundred Million (100,000,000) shares at $0.001 par value.
DATED this 21th day of February, 1996.
/s/ Chester E. McDowell
----------------------------
Chester E. McDowell
Incorporator
Advance Technologies, Inc. Form 10 SB
<PAGE>
APR-03-1996 09:29 P.02
ACKNOWLEDGEMENT
---------------
STATE OF NEVADA )
) ss
COUNTY OF CLARK )
On this 21th day of February, 1996, personally appeared before me, a Notary
Public, Charles McDowell, who acknowledged to me that he executed the foregoing
document.
/s/ Elizabeth Anne Kelley
-----------------------------
Notary Public
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.3(ii)
3.3(ii) Articles of Merger signed February 23, 1996
Advance Technologies, Inc. Form 10 SB
<PAGE>
ARTICLES AND PLAN
OF
AGREEMENT OF MERGER
OF
STO MED, INCORPORATED
(a California corporation)
and
STO MED, INCORPORATED
(a Nevada corporation)
PLAN AND AGREEMENT OF MERGER entered into on February 23, 1996, by STO
MED, INCORPORATION, a California corporation, (SMI-CAL) and approved by the
shareholders in a duly noticed and constituted meeting on February 22, 1996, and
STO MED, INCORPORATED, a Nevada corporation, (SMI-NEV), and approved by the
shareholders in a duly noticed and constituted meeting on February 23, 1996.
WHEREAS, SMI-CAL, by its shareholders has determined that the domicile
of the corporation should be changed from the State of California to the State
of Nevada; and
WHEREAS, it is deemed to be in the best interest, welfare and
advantage of the said corporations, and their respective shareholders to utilize
the process of merger to effect the change of domicile; and
WHEREAS, SMI-NEV was formed for the express purpose of facilitating
the change of domicile of SMI-CAL from the state of California to the State of
Nevada;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements of the parties hereto, it is hereby agreed as follows:
1. SMI-CAL and SMI-NEV shall, pursuant to California and Nevada law,
by merged with and into a single corporation, to wit, STO MED, INCORPORATED, the
Nevada corporation, which shall be the surviving corporation from and after the
effective date of the merger. The separate existence of SMI-CAL shall cease.
2. Annexed hereto and made a part hereof is a copy of the
Certificate of Incorporation and a copy of the by-laws of SMI-NEV, the Survivor,
which shall continue to be the Certificate of Incorporation and by-laws of the
surviving corporation until amended pursuant to the laws of the State of Nevada.
3. The Board of Directors of the survivor shall remain; Charles E.
McDowell, Hugh Sorensen and David L. Ham, all of whom shall hold office until
the election and qualification of their respective successors or until their
tenure is otherwise
Advance Technologies, Inc. Form 10 SB
<PAGE>
terminated in accordance with the by-laws of SMI-NEV.
4. Each issued share of SMI-CAL shall, at the effective time of
merger, be converted into one (1) share of SMI-NEV.
5. The board of directors and the proper officers of SMI-NEV shall
be, and they hereby are authorized and empowered, and directed to do any and
all acts and things, and to execute, deliver, file and record any and all
instruments, papers and documents which shall be or may become necessary, proper
or convenient to carry out or put into effect any of the provisions of this Plan
and Agreement of Merger or of the merger herein provided for.
IN WITNESS WHEREOF, this Plan of Agreement and Merger is hereby
executed on behalf of each of the constituent corporations's parties thereto.
DATED this 23rd day of February, 1996.
STO-MED, INCORPORATED STO MED, INCORPORATED
a Nevada corporation a California corporation
/s/ David L. Ham /s/ Charles E. McDowell
- ------------------------ -------------------------
President President
Advance Technologies, Inc. Form 10 SB
<PAGE>
AFFIDAVIT
---------
NEVADA OF NEVADA )
) ss
COUNTY OF CLARK )
1. David L. Ham, being first duly sworn, does depose and say:
That he is over the age of 21 years and competent to testify to the
following matters; that he knows of the facts contained herein of his own
personal knowledge; that on February 23, 1996, he was an director of both STO
MED, INCORPORATED, the Nevada corporation, and STO MED, INCORPORATED, the
California corporation; that at 9:00 A.M., on February 22, 1996, Sto Med,
Incorporated, the California corporation held a properly noticed meeting at 4001
Meadows Lane, Las Vegas, Nevada; that the shareholders by majority vote agreed
to move its place of domicile from California to the State of Nevada; and to
reorganize Sun as a Nevada corporation by merging Sto Med, Incorporated, the
California corporation into the Nevada corporation; that the board of directors
had previously approved the merger; that on February 23, 1996, the directors and
shareholders of the surviving Nevada corporation, Sto Med, Incorporated, met at
the same location and unanimously agreed to the reorganization and merge with
the disappearing California corporation; that I am competent to testify to the
matters contained in this affidavit, and declare that this affidavit/declaration
was executed in Las Vegas, Nevada.
/s/ David L. Ham
-------------------------
David L. Ham
SUBSCRIBED & SWORN to before me
this 23rd day of February, 1996
/s/ Elizabeth Anne Kelley
- ----------------------------------
Notary Public
[SEAL APPEARS HERE]
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.3 (iii)
3.3(iii) Amendment of Articles to Articles of Incorporation changing the name
to Advance Technologies, In. Filed September 30, 1997
Advance Technologies, Inc. Form 10 SB
<PAGE>
SEP 30, 1997
STATE OF NEVADA CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
STO-MED, INC.
C3293-96
No_______________
We the undersigned Phyllis Abbott, President and Floyd Abbott, Jr.
Secretary of STO-MED, Inc. do hereby certify:
That Shareholders of said corporation at a meeting duly convened, held
on the 23rd day of August, 1997, adopted a resolution to amend the original
articles as follows:
Article 1 is hereby amended to read as follows:
ARTICLE 1
NAME
----
The name of the corporation is:
ADVANCE TECHNOLOGIES, INC.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 2,103,310; that the said
amendment has been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
/s/ Phyllis Abbott
____________________________
Phyllis Abbott, President
/s/ Floyd Abott Jr.
_____________________________
Floyd Abott, Jr., Secretary
State of Kentucky )
) ss
County of Fayette )
On September 3, 1997, personally appeared before me, a Notary Public, Phyllis
Abbott and Floydd Abbott Jr. who acknowledged that they executed the above
instrument.
(illegible)
____________________________
Notary Public
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.3 (iv)
3.3(iv) Amended Bylaws adopted January 12, 1999
Advance Technologies, Inc. Form 10 SB
<PAGE>
AMENDED BYLAWS
OF
ADVANCE TECHNOLOGIES, INC.
ARTICLE I
OFFICES
Section 1.01 Location of Offices. The corporation may maintain such offices
within or without the State of Nevada as the Board of Directors may from time to
time designate or require.
Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the Board of Directors
shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.0 Annual Meeting. The annual meeting of the shareholders shall be
held in May of each year or at such other time designated by the Board of
Directors and as is provided for in the notice of the meeting, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
designated for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be covenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, or by the Board
of Directors, or in their absence or disability, by any vice president, and
shall be called by the president or, in his or her absence or disability, by a
vice president or by the secretary on the written request of the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 (60) days after such request, such
shareholder or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may designate any
place, either within or without the state of incorporation, as the place of
meeting for annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is
Advance Technologies, Inc. Form 10 SB
<PAGE>
made, or if a special meeting were otherwise called, the place of meeting shall
be at the principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary, if
any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the shareholders (whether annual or special), to be mailed at least
ten (10) days, but not more than 50 (50) days, prior to the meeting, to each
shareholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders (however called or noticed, whether or not called or
noticed and whether before, during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all, defects of call or notice regardless of whether
waiver, consent, or approval is signed or any objections are made. All such
waivers, consents, or approvals shall be made a part of the minutes of the
meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the share transfer books shall be closed, for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, but not for a
period exceeding fifty (50) days. If the share transfer books are closed for the
purpose of determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the share transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty (50) and, in case of a meeting
of shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting or
to receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof. Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.
Section 2.07 Voting Lists. The officer or agent of the corporation having
charge of the share transfer books for shares of the corporation shall make, at
least ten (10) days before each meeting of the shareholders, a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of, and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to
Advance Technologies, Inc. Form 10 SB
<PAGE>
inspection by any shareholder during the whole time of the meeting. The original
share transfer book shall be prima face evidence as to the shareholders that are
entitled to examine such list or transfer books, or to vote at any meeting of
shareholders.
Section 2.08 Quorum. One-half of the total voting power of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy
shall constitute a quorum at a meeting of the shareholders. If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting and entitled to vote on the subject shall constitute
action by the shareholders, unless the vote of a greater number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the Articles of Incorporation. If less than one-half of the outstanding
voting power is represented at a meeting, a majority of the voting power
represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the Articles of
Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each shareholder
entitled to vote shall be entitled to vote in person or by proxy; provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such shares, as the case may be, as shown on the
share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action required
to be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject
Advance Technologies, Inc. Form 10 SB
<PAGE>
ARTICLE III
DIRECTORS
Section 3.01 General Powers. Its Board of Directors shall manage the
property, affairs, and business of the corporation. The Board of Directors may
exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors shall
consist of three to nine persons. Increases or decreases to said number may be
made, within the numbers authorized by the Articles of Incorporation, as the
Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be had upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the entire
number of directors annually, the Board of Directors may provide that the
directors be divided into either two or three classes, each class to be as
nearly equal in number as possible, the term of office of the directors of the
first class to expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual meeting after
their election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting, if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately following, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide by resolution the time and place, either within or without the state
of incorporation, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
Advance Technologies, Inc. Form 10 SB
<PAGE>
Section 3.06 Meetings by Telephone Conference Call. Members of the Board of
Directors may participate in a meeting of the Board of Directors or a committee
of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at least
ten-(10) day's prior thereto by written notice delivered personally or mailed to
each director at his or her regular business address or residence, or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
were given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the Telegraph Company. Any director may waive notice of
any meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall constitute
a quorum for the transaction of business or any meeting of the Board of
Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, and the individual directors shall have no power as such.
Section 3.10 Vacancies and Newly Created Directorship. If any vacancies
shall occur in the Board of Directors by reason of death, resignation or
otherwise, or if the number of directors shall be increased, the directors then
in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of removal of one or more directors by the shareholders may be
filled by election by the shareholders at the meeting at which the director or
directors are removed.
Section 3.11 Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
3.12 Presumption of Assent. A director of the corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his or her
dissent shall be entered in the minutes of the meeting, unless he or she shall
file his or her written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof, or shall
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forward such dissent by registered or certified mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 3.13 Resignations. A director may resign at any time by delivering
a written resignation to either the president, a vice president, the secretary,
or assistant secretary, if any. The resignation shall become effective on its
acceptance by the Board of Directors; provided that if the board has not acted
thereon within ten days (10) from the date presented, the resignation shall be
deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action required to
be taken at a meeting of the directors of the corporation or an other action
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose, one
or more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a president,
one or more vice-presidents, as shall be determined by resolution of the Board
of Directors, a secretary, a treasurer, and such other officers as may be
appointed by the Board of Directors. The Board of Directors may elect, but shall
not be required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The Board of
Directors shall choose the officers annually at its annual meeting. In the event
of failure to choose officers at an annual meeting of the Board of Directors,
officers may be chosen at any regular or special meeting of the Board of
Directors. Each such officer (whether chosen at an annual meeting of the Board
of Directors to fill a vacancy or otherwise) shall hold his or her office until
the next ensuing annual meeting of the Board of Directors and until his or her
resignation or removal in the manner provided in these Bylaws. Any one person
may hold any two or more of such offices, except that the president shall not
also be the secretary. No person holding two or more offices shall act in or
execute any instrument in the capacity of more than one office. The chairman of
the board, if any, shall be and remain a director of the corporation during the
term of his or her office. No other officer need be a director.
Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to
time may appoint such other officers or agents as it may deem advisable, each of
whom shall have such
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title, hold office for such period, have such authority, and perform such duties
as the Board of Directors from time to time may determine. The Board of
Directors from time to time may delegate to any officer or agent the power to
appoint any such subordinate officer or agents and to prescribe their respective
titles, terms of office, authorities, and duties. Subordinate officers need not
be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by delivering
a written resignation to the Board of Directors, the president, or the
secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the Board of Directors called for that purpose or at a
regular meeting, by vote a majority of the directors, with or without cause. Any
officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the Board of Directors at a regular or
special meeting.
Section 4.07 The Chairman of the Board. The Chairman of the Board, if
there be such an officer, shall have the following powers and duties:
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors; and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following powers
and duties:
(a) If no general manager has been appointed, he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors, shall have general charge of the business, affairs, and property
of the corporation and general supervision over its officers, employees, and
agents;
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders and
Board of Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing shares
of the corporation, the issuance of which shall have been authorized by the
Board of Directors; and
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(e) He or she shall have all power and shall perform all duties normally
incident to the office of a president of a corporation, and shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.
Section 4.10 the Secretary. The secretary shall have the following powers
and duties:
(a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the shareholders and of the Board of Directors in
books provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance with
the provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates representing shares of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
(e) He or she have charge of the share books of the corporation and cause
the share transfer books to be kept in such manner as to show at any time the
amount of the shares of the corporation of each class issued and outstanding,
the manner in which and the time when such stock was paid for, the names
alphabetically arranged and the addresses of the holders of record thereof, the
number of shares held by each holder and time when each became such holder or
record; and he or she shall exhibit at all reasonable times to any director,
upon application, the original or duplicate share register. He or she shall
cause the share book referred to in Section 6.04 hereof to be kept and exhibited
at the principal office of the corporation, or at such other place as the Board
of Directors shall determine, in the manner and for the purposes provided in
such Section.
(f) He or she shall be empowered to sign certificates representing shares
of the corporation, the issuance of which shall have been authorized by the
Board of Directors; and
(g) He or she shall perform in general all duties incident to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
Section 4.11 the Treasurer. The treasurer shall have the following powers
and duties:
(a) He or she shall have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;
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(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and
(g) He or she shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
Section 4.12 General Manager. The Board of Directors may employ and appoint
a general manager who may, or may not, be one of the officers or directors of
the corporation. The general manager, if any, shall have the following powers
and duties;
(a) He or she shall be the chief executive officer of the corporation and,
subject to the directions of the Board of Directors, shall have general charge
of the business affairs and property of the corporation and general supervision
over its officers, employees, and agents;
(b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times be
subject to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as often
as required, setting forth the results of the operations under his or her
charge, together with suggestions
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looking toward improvement and betterment of the condition of the corporation,
and shall perform such other duties as the Board of Directors may require.
Section 4.13 Salaries. The salaries and other compensation of the officers
of the corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the provisions of Section 4.03
hereof. No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he or she is also a director of the
corporation.
Section 4.14 Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the Board
of Directors may direct, conditioned upon the faithful performance of his or her
duties to the corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation which may
come into his or her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation contained
in the Articles of Incorporation or these Bylaws, the president or any vice
president or the general manager, if any, may, in the name and on behalf of the
corporation, execute and deliver any contract or other instrument authorized in
writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on behalf
of the corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
as security for the payment of any loan, advance, indebtedness, or liability of
the corporation, unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks and or
trust companies or with such bankers or other depositories as the Board of
Directors may select, or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements, and, evidences of indebtedness of the corporation, subject to the
provisions of these Bylaws;
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shall be signed by such officer or officers or such agent or agents of the
corporation and in such manner as the Board of Directors from time to time may
determine. Endorsements for deposit to the credit of the corporation in any of
its duly authorized depositories shall be in such manner as the Board of
Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument, which shall be
signed by the president or vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, transfer, Etc. Of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by an
officer or agent thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the corporation
shall be entitled to have a certificate, signed by the president or any vice
president and the secretary or assistant secretary, and sealed with the seal
(which may be a facsimile, engraved or printed) of the corporation, certifying
the number and kind, class or series of shares owned by him or her in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice president, secretary, or
assistant secretary may be a facsimile. In case any officer who shall have
signed, or whose facsimile signature or signatures shall have been used on any
such certificate, shall cease to be officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile signature or signatures shall have
been used thereon, has not ceased to be
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such officer. Certificates representing shares of the corporation shall be in
such form as provided by the statutes of the state of incorporation. There shall
be entered on the share books of the corporation at the time of issuance of each
share, the number of the certificate issued, the name and address of the person
owning the shares represented thereby, the number and kind, class or series of
such shares, and the date of issuance thereof. Every certificate exchanged or
returned to the corporation shall be marked "Canceled" with the date of
cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his or her attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the secretary of the corporation or any of
its transfer agents, and on surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments or transfer, representing
such shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize and legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI and
of the Articles of Incorporation, the Board of Directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A
share book (or books where more than one kind, class, or series or stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing shares of the corporation, and may require all
such certificates to bear the signature of either or both. The Board of
Directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
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(a) The Board of Directors shall have power to close the share books of
the corporation for a period of not to exceed fifty (50) days preceding the date
of any meeting of shareholders, or the date for payment of any dividend, or the
date for the allotment of rights, or capital shares shall go into effect, or a
date in connection with obtaining the consent of shareholder for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding fifty (50) days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital shares shall go into effect, or a date in
connection with obtaining any such consent, as a record date for the
determination of the shareholders entitled to a notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent.
(c) If the share transfer books shall be closed or a record date set for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue a
new certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgement of the Board of Directors, it is
proper to do so.
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's
Rights. To the extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders, the location
of offices or facilities, or any other item, the corporation elects not to be
governed by the provisions of any statute that (I) limits, restricts, modifies,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one vote for each share of common stock registered in the name of such
shareholder on the books of the corporation, without regard to whether such
shares were acquired directly from the corporation or from any other person
and without regard to whether such shareholder has the power to exercise or
direct the exercise of voting power over any specific fraction of the shares of
the corporation or from any other person and without regard to whether such
shareholder has the power to exercise or direct the exercise of voting power
over any specific fraction of the shares of common stock of the corporation
issued and outstanding
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or (ii) grants to any shareholder the right to have his or her stock redeemed or
purchased by the corporation or any other shareholder on the acquisition by any
person or group of persons of shares of the corporation. In particular, to the
extent permitted under the laws of the state of incorporation, the corporation
elects not to be governed by any such provision, including the provisions of the
Nevada Control Shares Acquisition Act, Section 61-6-1 et seq., of the Nevada
Code Annotated, as amended, or any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the executive
committee, and of such other committees as may be designated hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated hereunder by the Board of Directors, shall act
only as a committee and the individual members thereof shall have not powers as
such.
Section 7.05 Resignations. Any member of the executive committee, and of
such other committees as may be designated hereunder by the Board of Directors,
may resign at any time by delivering a written resignation to either the
president, the secretary, or assistant secretary,
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or to the presiding officer of the committee of which he or she is a member, if
any shall have been appointed and shall be in office. Unless otherwise specified
herein, such resignation shall take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the executive
committee or any other committee designated by the Board of Directors hereunder,
by reason of disqualification, death, resignation, removal, or otherwise, the
remaining members shall, until the filling of such vacancy, constitute the then
total authorized membership of the committee and, provided that two or more
members are remaining, continue to act. Such vacancy may be filled at any
meeting of the Board of Directors.
Section 7.08 Compensation. The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, or suit by or
in the right of the corporation to procure a judgement in its favor by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, creation a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any
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threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit, if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such a person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation, unless and only to the extent that the court in which the action or
suit was brought shall determine on application that, despite the adjudication
of liability but in view of all circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. Any
other indemnification under Sections 8.01 and 8.02 hereof, shall be made to the
corporation upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (I) by the Board of Directors by a majority
of a quorum consisting of directors who were not parties to such action, suit,
or proceeding; or (ii) by independent legal counsel on a written opinion; or
(iii) by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute, in the corporation's Articles of Incorporation,
these Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.
Section 8.05 Advances. Expenses incurred in defending a civil or criminal
action, suit or proceeding as contemplated in this Section may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she is to be indemnified by the corporation as authorized by this
Section.
Advance Technologies, Inc. Form 10 SB
<PAGE>
Section 8.06 Scope of Indemnification. The indemnification authorized by
this Section shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who cease to be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.
Section 8.07 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, employee, or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against any such liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of Directors or
the shareholders, shall be subject to amendment, alteration, or repeal, and new
Bylaws may be made, except that;
(a) No Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors;
Advance Technologies, Inc. Form 10 SB
<PAGE>
(b) No Bylaws shall be adopted by the Board of Directors which shall
require more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (i) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of
ADVANCE TECHNOLOGIES, INC., a corporation duly organized and existing under and
by virtue of the laws of the State of Nevada; that the above and foregoing
bylaws of said corporation were duly and regularly adopted as such by the Board
of Directors of the corporation at a meeting of the board of Directors, which
was duly and regularly held on the /S/ 12th day of /S/ January, 1999 and that
the above and foregoing Bylaws are now in full force and effect.
Dated this 13/th/ day of January 1999.
/S/ Wendy Ball
Secretary
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.3(v)
3.3(v) U-7 Disclosure Statement
Advance Technologies, Inc. Form 10 SB
<PAGE>
FORM U-7
DISCLOSURE DOCUMENT
ADVANCE TECHNOLOGIES, INC.
Type of securities offered: Common
Maximum number of securities offered: 2,500,000
Minimum number of securities offered: 2,500,000
Price per security: $0.01 Total Proceeds: $25,000.00
If maximum sold: $25,000.00 If Minimum sold: $25,000.00
(For use of proceeds and offering expenses, see question Nos. 9 and 10)
Is a commissioned selling agent selling the securities in this offering? No
If yes, what percent is commission of price to the public? None
Is there other compensation to the selling agent(s)? None
Is there a finder's fee or similar payment to any person? None
(See Question No. 22)
Is there an escrow of proceeds until minimum is obtained? No
(See Question No. 26)
Is this offering limited to members of a special group, such as employees of the
Company or individuals? No
(See Question No. 25)
Is the transfer of the securities restricted? No (See Question No. 25)
INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS
SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE
THEIR INVESTMENT IN ITS ENTIRETY. SEE QUESTION NO. 2 FOR THE RISK FACTORS THAT
MANAGEMENT BELIEVES PRESENT THE MOST SUBSTANTIAL RISKS TO AN INVESTOR IN THIS
OFFERING.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND THE TERMS OF THE OFFERING
Advance Technologies, Inc. Form 10 SB
<PAGE>
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This Company: Is in the development stage.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
The Company
Risk Factors
Business and Properties
Offering Price Factors
Use of proceeds
Capitalization
Description of Securities
Plan of Distribution
Dividends, Distributions and Redemptions
Officers and Key Personnel of the Company
Principal Shareholders
Management Relationships, Transactions and Remuneration
Litigation
Federal Tax Aspects
Miscellaneous Factors
</TABLE>
Advance Technologies, Inc. Form 10 SB
<PAGE>
Financial Statements Attached
Management Discussion and Analysis of Certain Relevant Factors
Signatures
THIS DISCLOSURE DOCUMENT CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY
CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER
STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON
ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS DISCLOSURE STATEMENT.
Advance Technologies, Inc. Form 10 SB
<PAGE>
This Disclosure Document, together with Financial Statements and other
Attachments, consists of a total of 27 pages.
THE COMPANY
1. The exact corporate name:
Advance Technologies, Inc.
State and date of Incorporation:
The Company was organized under the laws of the State of Delaware under the
name PWB Industries, Inc., the articles of incorporation were issued June 16,
1969. The name was changed to Sun Energy, Inc. ("The Company"), which merged
with Sto Med, Inc. on February 22, 1996 changing its name to Sto Med, Inc. ("The
Company") and its domicile to the State of Nevada. On February 23, 1996, Sto
Med, Inc. a privately held California corporation, was acquired by Sto Med, Inc.
("The Company") the California corporation which acquisition was rescinded on
August 23rd 1997. Sto Med Inc. ("The Company") the Nevada corporation changed
its name to Advance Technologies, Inc., ("The Company") on August 23rd 1997.
Street address of principle office:
2510 North Grand Avenue
Suite 104
Santa Ana, CA 92701
Company Telephone Number:
(714) 532-5216
Fiscal Year: September 30/th/
Person to Contact at Company with respect to offering:
Alan W. Curtis
Two Corporation Plaza Drive
Suite 200
Newport Beach, CA 92660
Telephone Number (if different from above):
Telephone: (949) 720-9014
Telefax: (949) 760-9707
Advance Technologies, Inc. Form 10 SB
<PAGE>
RISK FACTORS
1) Investments in this type of venture are subject to many risk factors
including:
(a) adverse economic conditions;
(b) unforeseen changes in governmental policy;
(c) financial goals that fall short of the expectations and
projections of the company;
2) Conflict of Interest. The Company will be subject to various conflicts
of interest in acquiring, managing, and developing the exploration and mining
projects.
3) It is anticipated that there will not be a market for resale of these
securities. As a result, an investor may be unable to sell or otherwise dispose
of his securities even if the problems arising from the restrictions on the
transfer of the securities can be overcome. The securities should, therefore,
only be considered as a long-term investment.
4) Need for additional funding. Additional funding, in addition to the
proceeds of this stock offering, additional funds will be needed to finance the
balance of the Advance Technologies, projects. The Company intends to secure
additional funding through banks, mortgage borrowing, long and short term loans,
as deemed prudent by the Company, to be utilized to finance completion of the
project.
5) Dilution. The present stockholders of the Company have acquired their
equity interest in the Company for considerable cash, and development work on
the projects. New investors will acquire their interests for cash, and therefore
new investors will bear a part of capital loss, while control of the company
will remain in the hands of the present stockholders.
6) Uncertainty of Dividends. The Company anticipates being able to make
net profits in years to come, which profits may be used to pay dividends to
investors. However, no assurance of payment of such dividends can be given due
to unforeseen adverse business conditions or the need for growth capital.
7) Income Tax Consequences. The United States Congress is in the process
of substantially revising the Internal Revenue Code. The financial projections
made by the Company are based on the current U.S. Tax Code the Company feels
that the proposed changes in the tax code will be beneficial to investors, but
no assurance can be given. Investors are therefore advised to consult their own
tax advisors on these tax matters prior to investment in these securities.
Advance Technologies, Inc. Form 10SB
<PAGE>
8) Reliance on Management. All decisions with respect to the management
of the Company, including, but not limited to all acquisition, development,
leasing and sale decisions, will be made exclusively by the Company. The success
of the Company will, to a large extent, particularly as it relates to property
acquisition, property development skills, management. The Company has not
sponsored any publicly or privately offered related investments prior to the
offering of these shares. No person should purchase shares unless he/she is
willing to entrust all aspects of management of the Company to the Company and
has evaluated the Company's capabilities to perform such functions.
9) Risk of Investment-Generally. The Company's investments will be
subject to the risks generally incident to the ownership property, specifically
including the uncertainty of cash flow to meet fixed and maturing obligations,
adverse changes in national economic conditions, changes in the climatic
conditions, changes in interest rates, unavailability of mortgage funds for
refinancing, changes in real estate tax rates and other operating expenses,
governmental rules and fiscal policies, acts of God, the financial condition
of the sellers and tenants of properties, and other factors which are beyond
the control of the Company.
10) Debt Service. It is possible in order to finance expansion or short
term cash needs, that the Company will incur indebtedness of approximately
60% to 80% of the total cost of all Company properties. The costs of servicing
this debt will not be reduced by events which could adversely affect the
Company's income. Similarly, certain other expenditures associated with
operating the venture, (i.e. operating costs) are not necessarily decreased by
events adversely affecting the Company's income from such investments.
Accordingly, the cash required to operate the project may exceed the revenues
earned on it and the Company may have to utilize funds from other sources,
including reserves, or may be required to dispose of a property at a loss.
11) Lack of Diversification. The size of the area's to be developed, and
the speed with which it can be developed could depend in part on the amount of
proceeds from this or subsequent securities offerings. Substantially all of the
assets of the Company will be committed to the acquisition, development and
management of this entire project, and to administrative costs of the Company.
Accordingly, since the Company may not have any other enterprises which would
spread the risk of investment, the profitability of investment in shares could
depend solely upon the success of the successful development, operation and sale
of this project.
Note: In addition to the above risks, businesses are often subject to risks not
foreseen or fully appreciated by management. In reviewing this Disclosure
Document potential investors should keep in mind other possible risks that could
be important.
BUSINESS AND PROPERTIES
2. With respect to the business of the Company and its properties:
Advance Technologies, Inc. Form 10 SB
<PAGE>
(a) Describe in detail what business the Company does and proposes to do,
including what products or goods are or will be produced or services that are or
will be rendered.
The first of October 1998, a group of interested shareholders led by
Mr. C. M. Ball took on the task of re-organizing. Mr. Ball is directing his
efforts at changing the direction of the company to find opportunities in many
different fields of technology.
The Company currently trades on the "NASDAQ Bulletin Board" the trading
symbol is "AVTX" The price of its common stock is Bid $0.01, Ask $0.0975. The
Company is to be deemed a very "High Risk Investment", with no opportunities.
(b) Describe how these products or services are to be produced or
rendered and how and when the Company intends to carry out its activities. If
the Company plans to offer a new product(s), state the present stage of
development, including whether or not a working prototype(s) is in existence.
Indicate if completion of development of the product would require a material
amount of the resources of the Company, and the estimated amount. If the
Company is or is expected to be dependent upon one or a limited number of
suppliers for essential raw materials, energy or other items, describe.
Describe any major existing supply contracts.
N/A
(c) Describe the industry in which the Company is selling or expects to
sell its products or services and, where applicable, any recognized trends
within that industry. Describe that part of the industry and the geographic area
in which the business competes or will compete.
Indicate whether competition is or is expected to be by price, service, or
other basis. Indicate (by attached table if appropriate) the current or
anticipated prices or price ranges for the Company's products or services, or
the formula for determining prices, and how these prices compare with those of
competitors' products or services, including a description of any variations in
product or service features. Name the principal competitors that the Company has
or expects to have in its area of competition. Indicate the relative size and
financial and market strengths of the Company's Competitors in the area of
competition in which the Company is or will be operating. State why the Company
believes that it can effectively compete with these and other companies in its
area of competition.
N/A
Note: Because this Disclosure Document focuses primarily on details concerning
the Company rather than the industry in which the Company operates or will
operate, potential investors may wish to conduct their own separate
investigation of the Company's industry to obtain broader insight in assessing
the Company's prospects.
Advance Technologies, Inc. Form 10 SB
<PAGE>
(d) Describe specifically the marketing strategies the Company is
employing or will employ in penetrating its market or in developing a new
market. Set forth in response to Question 4 below the timing and size of the
results of this effort which will be necessary in order for the Company to be
profitable. Indicate how and by whom its products or services are or will be
marketed (such as by advertising, personal contact by sales representatives,
etc.), how its marketing structure operates or will operate and the basis of its
marketing approach, including any market studies. Name any customers that
account for, or based upon existing orders will account for a major portion
(20% or more) of the Company's sales. Describe any major existing sales
contracts.
N/A
(e) State the backlog of written firm orders for products and/or services
as of a recent date (within the last 90 days) and compare it with the backlog of
a year ago from that date.
NONE
Explain the reason for significant variations between the two figures, if any.
Indicate what types and amounts of orders are included in the backlog figures.
State the size of typical orders. If the Company's sales are seasonal or
cyclical, explain.
N/A
(f) State the number of the Company's present employees and the number of
employees it anticipates it will have within the next 12 months. Also, indicate
the number by type of employee (i.e., clerical, operations, administrative,
etc.) the Company will use, whether or not any of them are subject to collective
bargaining agreements, and the expiration date(s) of any collective bargaining
agreement(s). If the Company's employees are on strike, or have been in the past
three years, or are threatening to strike, describe the dispute. Indicate any
supplemental benefits or incentive arrangements the Company has or will have
with its employees.
Part time directors, looking for merger or acquisitions prospects.
(g) Describe generally the principal properties (such as real estate,
plant and equipment, patents, etc.) that the Company owns, including the amount
of payments, expiration dates and the terms of any renewal options. Indicate
what properties the Company intends to acquire in the immediate future, the cost
of such acquisitions and the sources of financing it expects to use in obtaining
these properties, whether by purchase, lease or otherwise. NONE
Advance Technologies, Inc. Form 10 SB
<PAGE>
(h) Indicate the extent to which the Company's operations depend or are
expected to depend upon patents, copy rights, trade secrets, know-how or other
proprietary information and the steps undertaken to secure and protect this
intellectual property, including any use of confidentiality agreements,
covenants-not-to- compete and the like. Summarize the principal terms and
expiration dates of any significant license agreements. Indicate the amounts
expended by the Company for research and development during the last fiscal
year, the amount expected to be spent this year and what percentage of revenues
research and development expenditures were for the last fiscal year.
The Company has no operation at present and is looking for reverse merger
or acquisition possibilities.
(i) If the Company's business, products, or properties are subject to
material regulation (including environmental regulation) by federal, state, or
local governmental agencies, indicate the nature and extent of regulation and
its effects or potential effects upon the Company.
N/A
(j) State the names of any subsidiaries of the Company, their business
purposes and ownership, and indicate which are included in the Financial
Statements attached hereto. If not included, or if included but not
consolidated, please explain.
NONE
(k) Summarize the material events in the development of the Company
(including any material mergers or acquisitions) during the past five years, or
for whatever lesser period the Company has been in existence. Discuss any
pending or anticipated mergers, acquisitions, spinoffs or recapitalization. If
the Company has recently undergone a stock split, stock dividend or
recapitalization in anticipation of this offering, describe (and adjust
historical per share figures elsewhere in this Disclosure Document
accordingly.):
At a Special Meeting of Shareholders held February 23, 1996, in accordance
with Chapter 78 section 78.325 the shareholders voted unanimously in-favor of;
i) reverse splitting the issued and outstanding stock of the corporation 5 and 1
and amending the authorized capital shares of the Company to 100,000,000 shares,
with a par value of One Mil ($0.001) per share, in accordance with Chapter 78
Section 78.385 of the Nevada Revised Statues. And ii) acquire the issued and
outstanding shares of Sto Med, Inc. (a California corporation) for 18,739,901
common shares of the issuers stock.
On August 6, 1997, the shareholders voted unanimously in-favor of; i)
Rescinding the acquisition of February 23, 1996 of Sto Med, Inc. (a California
corporation). ii) Changing the name of the corporation to Advance Technologies,
Inc. at a Special Meeting of Shareholders
Advance Technologies, Inc. Form 10 SB
<PAGE>
held in accordance with Chapter 78 Section 78.325 and 78.385 of the Nevada
Revised Statues.
3. (a) If the Company was not profitable during its last fiscal year, list
below in chronological order the events which in management's opinion must or
should occur or the milestones which in management's opinion the Company must or
should reach in order for the Company to become profitable, and indicate the
expected manner of occurrence or the expected method by which the Company will
achieve the milestones.
The future of the "Company" looks bleak unless it can find reverse merger
or acquisition candidate.
(b) State the probable consequences to the Company of delays in achieving
each of the events or milestones within the above time schedule, and
particularly the effect of any delays upon the Company's liquidity in view of
the Company's then anticipated level of operating costs. (See Questions
Nos. 11 and 12)
If the committee assembled by Mr. Ball is unable to find an M & A candidate
the "Company" unable to move forward as an entity.
Note: After reviewing the nature and timing of each event or milestone,
potential investors should reflect upon whether achievement of each within the
estimated time frame is realistic and should assess the consequences of delays
or failure of achievement in making an investment decision.
OFFERING PRICE FACTORS
If the securities offered are common stock, or are exercisable for or
convertible into common stock, the following factors may be relevant to the
price at which the securities are being offered.
4. What were net, after-tax earnings for the last fiscal year? (If
losses, show in parenthesis.)
Total $ -0- ($ -0- per share)
--------- ----------
5. If the Company had profits, show offering price as a multiple of
earnings. Adjust to reflect for any stock splits or recapitalization, and use
conversion or exercise price in lieu of offering price, if applicable.
N/A
6. (a) What is the net tangible book value of the Company? (If deficit,
show in parenthesis.) For this purpose, net tangible book value means total
assets (exclusive of
Advance Technologies, Inc. Form 10 SB
<PAGE>
copyrights, patents, goodwill, research and development costs and similar
intangible items) minus total liabilities.
$ -0- ($ -0- per share)
-------- --------- ------- -------
If the net tangible book value per share is substantially less than this
offering (or exercise or conversion) price per share, explain the reasons for
the variation.
The price per share as been set by using the bid price per share as quoted
by members of the NASDAQ Bulletin Board as of the date of this offering.
(b) State the dates on which the Company sold or otherwise issued
securities during the last 12 months, the amount of such securities sold, the
number of persons to whom they were sold, any relationship of such persons to
the Company at the time of sale, the price at which they were sold and, if not
sold for cash, a concise description of the consideration. (Exclude bank debt.)
The "Company" has issued or sold any securities in the last 12 months.
7. (a) What percentage of the outstanding shares of the Company will the
investors in this offering have? (Assume exercise of outstanding options,
warrants or rights and conversion of convertible securities, if the respective
exercise or conversion prices are at or less than the offering price. Also
assume exercise of any options, warrants or rights and conversions of any
convertible securities offered in this offering.)
If the maximum is sold: 97% If the minimum is sold: 97%
(b) What post-offering value is management implicitly attributing to the
entire Company by establishing the price per security set forth on the cover
page (or exercise or conversion price if common stock is not offered)? (Total
outstanding shares after offering times offering price, or exercise or
conversion price if common stock is not offered.)
If maximum is sold: $0.01 Bid $0.0975 Asked*
If minimum is sold: $0.01 Bid $0.0975 Asked*
(For above purposes, assume outstanding options are exercised in determining
"shares' if the exercise prices are at or less than the offering price. All
convertible securities, including outstanding convertible securities, shall be
assumed converted and any options, warrants or rights in this offering shall be
assumed exercised.)
*These values assume that the Company's capital structure would be changed to
reflect any conversions of outstanding convertible securities and any use of
outstanding securities as payment in the exercise of outstanding options,
warrants or rights included in the calculation. The type and amount of
convertible or other securities thus
Advance Technologies, Inc. Form 10 SB
<PAGE>
eliminated would be: N/A. These values also assume an increase in cash in the
Company by the amount of any cash payments that would be made upon cash exercise
of options, warrants or rights included in the calculations. The amount of such
cash would be: N/A
Note: After reviewing the above, potential investors should consider whether or
not the offering price (or exercise or conversion price, if applicable) for the
securities is appropriate at the present stage of the Company's development.
USE OF PROCEEDS
8. (a) The following table sets forth the use of the proceeds from this
offering.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT
PERCENT
<S> <C> <C>
Gross Offering Proceeds $ 25,000 100%
-------------------------------------
Costs of Offering and Expenses
to be reimbursed to management $ 2,500 10%
Investment in Technology Company's $ 18,750 75%
Operating Overhead $ 3,750 15%
-------------------------------------
TOTAL PROCEEDS $ 25,000 100%
</TABLE>
Note: After reviewing the portion of the offering allocated to the payment of
offering expenses, and to the immediate payment to management and promoters of
any fees, reimbursements, past salaries or similar payments, a potential
investor should consider
Advance Technologies, Inc. Form 10 SB
<PAGE>
whether the remaining portion of his investment, which would be that part
available for future development of the Company's business and operations, would
be adequate.
9. (a) If material amounts of funds from sources other than this offering are
to be used in conjunction with the proceeds from this offering, state the
amounts and sources of such other funds, and whether funds are firm or
contingent. If contingent, explain.
N/A
(b) If any material part of the proceeds is to be used to discharge
indebtedness, describe the terms of such indebtedness, including interest
rates. If the indebtedness to be discharged was incurred within the current or
previous fiscal year, describe the use of the proceeds of such indebtedness.
NONE
(c) If any material amount of the proceeds is to be used to acquire assets,
other than in the ordinary course of business, briefly describe and state the
cost of the assets and other material terms of the acquisitions. If the assets
are to be acquired from officers, directors, employees or principal stockholders
of the Company or their associates, give the names of the persons from whom the
assets are to be acquired and set forth the cost to the Company, the method
followed in determining the cost, and any profit to such persons.
$18,750 will be allocated for the purpose of purchasing securities or
interests in companies who are M & A candidates, or will be used for merger or
acquisition expense.
(d) If any amount of the proceeds is to be used to reimburse any officer,
director, employee or stockholder for services already rendered, assets
previously transferred, or monies loaned or advanced, or otherwise, explain:
$2,500.00 will be reimbursed for the costs of this offering.
10. Indicate whether the Company is having or anticipates having within the
next 12 months any cash flow or liquidity problems and whether or not it is in
default or in breach of any note, loan, lease or other indebtedness or financing
arrangement requiring the Company to make payments. Indicate if a significant
amount of the Company's trade payable have not been paid within the stated trade
term. State whether the Company is subject to any unsatisfied judgments, liens
or settlement obligations and the amounts thereof. Indicate the Company's plans
to resolve any such problems.
The Company at the present time does not have any debt or financing
arrangements.
Advance Technologies, Inc. Form 10 SB
<PAGE>
11. Indicate whether proceeds from this offering will satisfy the Company's
cash requirements for the next 12 months, and whether it will be necessary to
raise additional funds. State the source of additional funds, if known.
The Company has allocated $3,750.00 for certain office expenses such as
telephone and secretarial. Most office overhead is being donated while in search
of M & A opportunities.
CAPITALIZATION
12. Indicate the capitalization of the Company as of the most recent balance
sheet date (adjusted to reflect any subsequent stock splits, stock dividends,
re-capitalization or refinancing) and as adjusted to reflect the sale of the
minimum and maximum amount of securities in this offering and the use of the net
proceeds therefrom:
There are 72,923 shares is and outstanding at the present time. Upon
completion of this offering there will be 2,572,923 shares issued and
outstanding. There is no minimum to this offering.
Number of preferred shares
authorized to be outstanding: None
Number of common shares authorized: 100,000,000 shares. Par or stated value per
share, if any: $0.001
Number of common shares reserved to meet conversion requirements or for the
issuance upon exercise of options, warrants or rights: N/A
DESCRIPTION OF SECURITIES
13. The securities being offered hereby are:
[X] Common Stock
[ ] Preferred or Preference Stock
[ ] Notes or Debentures
[ ] Units of two or more types of securities, composed of:
____________________________________________________
[ ] Other:
____________________________________________________
14. These securities have:
Yes No
Advance Technologies, Inc. Form 10 SB
<PAGE>
[x] [] Cumulative voting rights
[] [] Other special voting rights
[] [] Preemptive rights to purchase in new issues of shares
[] [] Preference as to dividends or interest
[] [] Preference upon liquidation
[] [] Other special rights or preferences (specify):
Explain:
15. Are the securities convertible? []Yes [x]No
If so, state conversion price or formula.
N/A
Date when conversion becomes effective:
N/A
Date when conversion expires:
N/A
16. (a) If the securities are notes or other types of debt
securities:
(1) What is the interest rate?____%
If interest rate is variable or multiple rates,
describe: N/A
(2) What is the maturity date? N/A
If serial maturity dates, describe: N/A
(3) Is there a mandatory sinking fund? []Yes [x]No
Describe:___________________________________________
____________________________________________________
(4) Is there a trust indenture? []Yes [x]No
Name, address and telephone number of Trustee
_________________________________________________
_________________________________________________
(5) Are the securities callable or subject to
redemption?
[]Yes [x]No Describe, including redemption prices:
Advance Technologies, Inc. Form 10 SB
<PAGE>
_______________________________________________________
_______________________________________________________
(6) Are the securities collateralized by real or personal
property?
[]Yes [x]No Describe_________________________________
________________________________________________________
________________________________________________________
(7) If these securities are subordinated in right of payment
of interest or principal, explain the terms of such
subordination. None
--------------------------------------
_____________________________________________________
How much currently outstanding indebtedness of the Company is senior to the
securities in right of payment of interest or principal? $-0-. How much
indebtedness shares in right of payment on an equivalent (pari passu) basis?
N/A. How much indebtedness is junior (subordinated) to the securities? N/A
(b) If notes or other types of debt securities are being offered and the
Company had earnings during its last fiscal year, show the ratio of earnings to
fixed charges on an actual and pro forma basis for that fiscal year. "Earnings"
means pretax income from continuing operations plus fixed charges and
capitalized interest. "Fixed charges" means interest (including capitalized
interest), amortization of debt discount, premium and expense, preferred stock
dividend requirements of majority owned subsidiary, and such portion of rental
expense as can be demonstrated to be representative of the interest factor in
the particular case. The pro forma ratio of earnings to fixed charges should
include incremental interest expense as a result of the offering of the notes or
other debt securities.
Last Fiscal Year
----------------
Actual Pro Forma
------ ---------
Minimum Maximum
------- -------
"Earnings"= 0 0
0
"Fixed Charges
If no earnings,
Advance Technologies, Inc. Form 10 SB
<PAGE>
show "Fixed Charges" only 0 0
0
Note: Care should be exercised in interpreting the significance of the ratio of
earnings to fixed charges as a measure of the "coverage" of debt service, as the
existence of earnings does not necessarily mean that the Company's liquidity at
any given time will permit payment of debt service requirements to be timely
made. See Question Nos. 11 and 12. See also the Financial Statements and
especially the Statement of Cash Flows.
17. If securities are Preference or Preferred stock: N/A
Are unpaid dividends cumulative? []Yes []No
Are securities callable? []Yes []No Explain
Note: Attach to this Disclosure Document copies or a summary of the charter,
bylaw or contractual provision or document that gives rise to the rights of
holders of Preferred or Preference Stock, notes or other securities being
offered.
18. If securities are capital stock of any type, indicate restrictions on
dividends under loan or other financing arrangements or otherwise:
N/A
19. Current amount of assets available for payment of dividends (if
deficit must be first made up, show deficit in parenthesis):
N/A
PLAN OF DISTRIBUTION
20. The selling agents (that is, the persons selling the securities as
agent for the Company for a commission or other compensation) in this offering
are: NONE
21. Describe any compensation to selling agents or finders, including
cash, securities, contracts or other consideration, in addition to the cash
commission set forth as a percent of the offering price on the cover page of
this Disclosure Document. Also indicate whether the Company will indemnify the
selling agents or finders against liabilities under the securities laws.
("Finders" are persons who for compensation act as intermediaries in obtaining
selling agents or otherwise making introductions in furtherance of this
offering.)
NONE
Advance Technologies, Inc. Form 10 SB
<PAGE>
22. Describe any material relationships between any of the selling agents
or finders and the Company or its management.
Note: After reviewing the amount of compensation to the selling agents or
finders for selling the securities, and the nature of any relationship between
the selling agents or finders of the Company, a potential investor should assess
the extent to which it may be inappropriate to rely upon any recommendation by
the selling agents or finders to buy the securities.
23. If this offering is not being made through selling agents, the names
of persons at the Company through which this offering is being made:
Mr. Gary E. Ball
304 South Elm Drive
Penthouse
Beverly Hills, CA 90212
(310) 553-6773
24. If this offering is limited to a special group, such as employees of
the Company, or is limited to a certain number of individuals (as required to
qualify under Subchapter S of the Internal Revenue Code) or is subject to any
other limitations, describe the limitations and any restrictions on resale that
apply:
NONE
Will the certificates bear a legend notifying holders of such restrictions?
[]Yes [x]No
25. (a) Name, address and telephone number of independent bank or savings
and loan association or other similar depository institution acting as escrow
agent if proceeds are escrowed until minimum proceeds are raised:
Alan W. Curtis
Two Corporate Plaza Drive
Suite 200
Newport Beach, CA 92660
(b) Date at which funds will be returned by escrow agent if minimum
proceeds are not raised:
April 15, 1999
Advance Technologies, Inc. Form 10 SB
<PAGE>
Will interest on proceeds during escrow period be paid to investors? []Yes [x]No
26. Explain the nature of any resale restrictions on presently outstanding
shares, and when those restrictions will terminate, if this can be determined:
NONE
Note: Equity investors should be aware that unless the Company is able to
complete a further public offering or the Company is able to be sold for cash or
merged with a public company that their investment in the Company may be
illiquid indefinitely.
DIVIDENDS, DISTRIBUTIONS AND REDEMPTIONS
27. If the Company has within the last five years paid dividends, made
distributions upon its stock or redeemed any securities, explain how much and
when:
NONE
OFFICERS AND KEY PERSONNEL OF THE COMPANY
28. Chief Executive Officer Title: President & Treasurer
GARY E. BALL Age 61, residing in Beverly Hills, California is married.
He attended California State University at Long Beach graduating in 1967 BSEE
and MSEE, went on to perform Graduate Studies at University of Southern
California. He has specialized in product design, development, management for
North American Aviation, Autonetics Division. Technical Manager in charge of the
Pave Track program for Ford Areospace. Program Manager for Northrop Electro-
Mechanical in charge of business development on several classified DoD programs,
including the AMRAAM effort. Program Manager for Hughes Aircraft where he
developed the Infared Enhanced Vision System, reporting to the President of EDSG
as directed by General Motors and directed all non-core business. He is a member
of NATO NIAG study group on Aircraft Integration. He has authored several
articles for trade publications, the last 4 years he has provided consulting
services to 10 U.S. and foreign corporations in the field of IR technology.
Also a director of the Company [x]Yes []No
Indicate amount of time to be spent on Company matters if less than fill time:
He will contribute his time on a as needed basis.
Advance Technologies, Inc. Form 10 SB
<PAGE>
29. Officer and Director Title: Secretary
WENDY BALL Age 52, residing in Beverly Hills, California is married.
She graduated from University of Southern California, BS Cum Laude. Her career
has been focused on retail merchandising, where she has demonstrated
exceptional skills in management, team building and communications. She was a
key employee at Neiman Marcus Beverly Hills where she increased sales 400% in
the Christian Lacroix Boutique and was a key buyer in New York. She was an
account executive for Carolee Jewelry for Southern California, Arizona and Utah
increasing sales 84%. She was co-owner Brava Specialty Clothing Store in Redondo
Beach, California.
Also a Director of the Company? [x] Yes [] No
Indicate amount of time to be spent on Company matters if less than full time:
He will contribute is time on a as needed basis.
30. Officer & Director Title: Vice President
GARY L. BANE Age 61, residing in Santa Barbara, California is married. He
attended University of Southern California attaining BS Mechanical and
Aeronautical (1960) MS Control Systems and Instrumentation (1966) MS Systems
Management (1968). University of California, Los Angeles studying Deep
Submergence Vehicle, Oceanography and Offshore Systems Engineering. Stanford
University Executive Institute of Management of High Technology Companies. Mr.
Bane is a specialist in the development and management of deep ocean and
offshore technology projects. He recently retired from Rockwell after 30 years
as director of Ocean Systems. While at Rockwell he successfully managed
significant technical solutions and advanced state-of-the-art programs for a
number of classified programs. He was General Manager of Interstate Electronics,
Oceanics Division where was responsible for profit and loss and R and D for
offshore oil drilling and recovery projects.
Also a director of the Company? [x] Yes [] No
Indicate amount of time to be spent on Company matters if less than full
time:
He will contribute is time on a as needed basis.
31. Other Key Personnel:
NONE
DIRECTORS OF THE COMPANY
Advance Technologies, Inc. Form 10 SB
<PAGE>
32. Number of Directors: 3 If Directors are not elected annually, or are
elected under a voting trust or other arrangement, explain:
Appointed by Directors leaving their posts then confirmed by the
shareholders.
33. Information concerning outside or other Directors (i.e. those not described
above):
NONE
34. (a) Have any of the Officers or Directors ever worked for or managed
a company (including a separate subsidiary or division of a larger enterprise)
in the same business as the Company?
[x] Yes []No
Explain: Mr. Ball and Mr. Bane both officers and directors, have worked in
the contemplated high technology industry all of their professional careers.
Mrs. Wendy Ball has worked in management of the retail industry.
(b) If any of the Officers, Directors or other key personnel have
ever worked for or managed a company in the same business or industry as the
Company or in a related business or industry, describe what precautions, if any,
(including the obtaining of releases or consents from prior employers) have been
taken to preclude claims by prior employers for conversion or theft of trade
secrets, know-how or other proprietary information.
N/A
(c) If the Company has never conducted operations or is otherwise in
the development stage, indicate whether any of the Officers or Directors has
ever managed any other company in the start-up or development stage and describe
the circumstances, including relevant dates.
Refer to Questions 29, 30 and 31
(d) If any of the Company's key personnel are not employees but are
consultants or other independent contractors, state the details of their
engagement by the Company.
N/A
(e) If the Company has key man life insurance policies on any of its
Officers, Directors or key personnel, explain, including the names of the
persons insured, the
Advance Technologies, Inc. Form 10 SB
<PAGE>
amount of insurance, whether the insurance proceeds are payable to the Company
and whether there are arrangements that require the proceeds to be used to
redeem securities or pay benefits to the estate of the insured person or to a
surviving spouse.
N/A
35. If a petition under the Bankruptcy Act or any State insolvency law was
filed by or against the Company or its Officers, Directors or other key
personnel, or a receiver, fiscal agent or similar officer was appointed by a
court for the business or property of any such persons, or any partnership in
which any of such persons was general partner at or within the past five years,
or any corporation or business association of which any such person was an
executive officer at or within the past five years, set forth below the name of
such persons, and the nature and date of such actions.
NONE
Note: After reviewing the information concerning the background of the Company's
Officers, Directors and other key personnel, potential investors should consider
whether or not these persons have adequate background and experience to develop
and operate this Company and to make it successful. In this regard, the
experience and ability of management are often considered the most significant
factors in the success of a business.
Advance Technologies, Inc. Form 10 SB
<PAGE>
PRINCIPAL STOCKHOLDERS
36. Principal owners of the Company (those who beneficially own directly or
indirectly 10% or more of the common and preferred stock presently outstanding)
starting with the largest common stockholder. Include separately all common
stock issuable upon conversion of convertible securities (identifying them by
asterisk) and show average price per share as if conversion has occurred.
Indicate by footnote if the price paid was for a consideration other than cash
and the nature of any such consideration.
Average
Price No. of Held After
Per Shares % of Offering if %
of
Class of shares Share Now Held Total All Securities Sold
Total
Name
Common $0.25 5715 0.08 5715
Timespell, Inc.
Office Street
Address:
2510 North Grand Avenue
Suite 104
Santa Ana, California 92701
Telephone No.
(714) 532-5216
Principal Occupation:
Consultant
Name
Common $0.25 5400 0.07 5400
Corporate & Venture
Strategists
Office Street Address:
Advance Technologies, Inc. Form 10 SB
<PAGE>
230 East 300 South
Salt Lake City, UT 84111
Telephone No.
(801) 363-7462 ________________
37. Number of shares beneficially owned by Officers and Directors as a group:
Before offering: 11,115 shares (15% of total outstanding)
After offering: a) Assuming minimum securities sold: 2,500,000 shares
(_____% of total outstanding)
b) Assuming maximum securities sold: 2,500,000
shares
(_____% of total outstanding)
(Assume all options exercised and all convertible securities converted.)
MANAGEMENT RELATIONSHIPS, TRANSACTIONS AND REMUNERATION
38. (a) If any of the Officers, Directors, key personnel or principal
stockholders are related by blood or marriage, please describe.
Mr. Gary E. Ball and Mrs. Wendy Ball are husband and Wife.
(b) If the Company has made loans to or is doing business with any of
its Officers, Directors, key personnel or 10% stockholders, or any of their
relatives (or any entity controlled directly or indirectly by any of such
persons) within the last two years, or proposes to do so within the future,
explain. (This includes sales or lease of goods, property or services to or from
the Company, employment or stock purchase contracts, etc.) State the principal
terms of any significant loans, agreements, leases, financing or other
arrangements.
Mr. C. M. Ball advanced all costs of the offering, for which said
funds will be returned upon completion of offering.
(c) If any of the Company's Officers, Directors, key personnel or 10%
stockholders has guaranteed or co-signed any of the Company's bank debt or other
obligations, including any indebtedness to be retired from the proceeds of this
offering, explain and state the amounts involved.
NONE
39. (a) List all remuneration by the Company to Officers, Directors and
key personnel for the last fiscal year:
Advance Technologies, Inc. Form 10 SB
<PAGE>
Cash Other
---- -----
Chief Executive Officer $_______ $_______
Chief Operating Officer _______ _______
Chief Accounting Officer _______ _______
Key Personnel: ______________ _______ _______
______________ _______ _______
______________ _______ _______
Others: ______________ _______ _______
______________ _______ _______
Total $_______ $_______
Directors as a group
(number of persons 3) $ -0- $ -0-
(b) If remuneration is expected to change or has been unpaid in prior
years, explain;
NONE
(c) If any employment agreements exist or are contemplated, describe:
NONE
40. (a) Number of shares subject to issuance under presently outstanding
stock purchase agreements, stock options, warrants or rights: N/A shares (% -0-
of total shares to be outstanding after the completion of the offering if all
securities sold, assuming exercise of options and conversion of convertible
securities). Indicate which have been approved by shareholders. State the
expiration dates, exercise prices and other basic terms for these securities:
NONE
(b) Number of common shares subject to issuance under existing stock
purchase or option plans but not yet covered by outstanding purchase agreements,
options or warrants:
NONE
- -0- shares
(c) Describe the extent to which future stock purchase agreements,
stock options warrants or rights must be approved by shareholders.
All future stock purchase agreement will be handled in accordance with
Chapter 78 of the Nevada Revised Statues.
Advance Technologies, Inc. Form 10 SB
<PAGE>
41. If the business is highly dependent on the services of certain key
personnel, describe any arrangements to assure that these persons will remain
with the Company and not compete upon termination.
NONE
Note: After reviewing the above, potential investors should consider whether or
not the compensation to management and other key personnel directly or
indirectly, is reasonable in view of the present stage of the Company's
development.
LITIGATION
42. Describe any past, pending or threatened litigation or administrative
action which has had or may have a material effect upon the Company's business,
financial condition, or operations, including any litigation or action involving
the Company's Officers, Directors or other key personnel. State the names of the
principal parties, the nature and current status of the matters, and amounts
involved. Give an evaluation by management or counsel, to the extent feasible,
of the merits of the proceedings or litigation and the potential impact on the
Company's business, financial condition, or operations.
NONE
FEDERAL TAX ASPECTS
43. If the Company is an S corporation under the Internal Revenue Code of 1986,
and it is anticipated that any significant tax benefits will be available to
investors in this offering, indicate the nature and amount of such anticipated
tax benefits and the material risks of their disallowance. Also, state the name,
address and telephone number of any tax advisor that has passed upon these tax
benefits. Attach any opinion or any description of the tax consequences of an
investment in the securities by the tax advisor.
N/A
Name of Tax Advisor: ____________________
Address: ________________________________
_________________________________________
Telephone No. (___) _____________________
Note: Potential investors are encouraged to have their own personal tax
consultant contact the tax advisor to review details of the tax benefits and the
extent that the benefits would be available and advantageous to the particular
investor.
Advance Technologies, Inc. Form 10 SB
<PAGE>
MISCELLANEOUS FACTORS
44. Describe any other material factors, either adverse or favorable, that will
or could effect the Company or its business (for example, discuss any defaults
under major contracts, any breach of bylaw provisions, etc.) or which are
necessary to make any other information in this Disclosure Document not
misleading or incomplete.
NONE
FINANCIAL STATEMENTS
45. Attach reviewed or audited financial statements for the last fiscal year
and unaudited financial statements for any interim periods thereafter. If since
the beginning of the last fiscal year the Company has acquired another business
the assets or net income of which were in excess of 20% of those for the
Company, show pro forma combined financial statements as if the acquisition had
occurred at the beginning of the Company's last fiscal year. The Company does
hereby agree to provide to investors in this offering for five years (or such
longer period as required by law) hereafter annual financial reports containing
a balance sheet as of the end of the Company's fiscal year and a statement of
income for said fiscal year, all prepared in accordance with generally accepted
accounting principles and accompanied by an independent accountant's report. If
the Company has more than 100 security holders at the end of the fiscal year,
the financial statements shall be audited.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CERTAIN RELEVANT FACTORS
46. If the Company's financial statements show losses from operations, explain
the causes underlying these losses and what steps the Company has taken or is
taking to address these causes.
N/A
47. Describe any trends in the Company's historical operating results. Indicate
any changes now occurring in the underlying economics of the industry or the
Company's business which, in the opinion of Management, will have a significant
impact (either favorable or adverse) upon the Company's results of operations
within the next 12 months, and give a rough estimate of the probable extent of
the impact, if possible.
The Result of the next 12 months of operation will depend on the
success of the directors search for merger and acquisition candidates, and the
successful merger or acquisition.
Advance Technologies, Inc. Form 10 SB
<PAGE>
48. If the Company sells a product of products and has had significant sales
during its last fiscal year, state the existing gross margin (net sales less
cost of such sales as presented in accordance with generally accepted accounting
principles) as a percentage of sales for the last fiscal year: ________%. What
is the anticipated gross margin for next year of operation? Approximately
____________%. If this is expected to change, explain. Also, if reasonable
current gross margin figures are available for the industry, indicate these
figures and date source or sources from which they are obtained.
N/A
49. . Foreign sales as a
percent of total sales for last fiscal year: _____%. Domestic government sales
as a percent of total domestic sales for fiscal year: ____%. Explain the nature
of these sales, including any anticipated changes: N/A
Advance Technologies, Inc. Form 10 SB
<PAGE>
SIGNATURE
A majority of the Directors and the Chief Executive and Financial Officers
of the Company shall sign this Disclosure Document on behalf of the Company and
by as being thereby certify that each has made diligent efforts to verify the
material accuracy and completeness of this information herein contained. By
signing this Disclosure Document, the Chief Executive and Chief Financial
Officers agree to make themselves, the Company's books and records, copies of
any contract, lease or other document referred to as the Disclosure Document, or
any other material contract or lease (including stock options and employee
benefits plans), except any proprietary or confidential parties thereof, and a
set of the exhibits to the respond to questions and otherwise confirm the
informations contained herein prior to the making of any investment by such
investor.
The Chief Financial Officer signing this form is hereby certifying
that the financial statements submitted fairly state the Company's financial
positions and results of operations, or receipts and disbursements, as of the
dates and period(s) indicated, all is accordance with generally accepted
accounting principles consistently applied (except as stated in the notes
thereto) and (with respect to year end figures) including all adjustments
necessary for fair presentation under the circumstances.
Gary K. Kalt
/s/ Gary K. Kalt
- ---------------------------------
Title: President & Director
Wendy Balls
/s/ Wendy Balls
- ---------------------------------
Title: Secretary & Director
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.3(vi)
3.3(vi) Securities and Exchange Commission Form D
Advance Technologies, Inc. Form 10 SB
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
OMB APPROVAL
FORM D -----------------------------
OMB NUMBER: 92995-00778
Expires: August 31, 1998
Estimated average burden
hours per response .....16.00
-----------------------------
NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION
-----------------------------
SEC USE ONLY
_____________________________
Serial A
-----------------------------
DATE RECEIVED
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Name of Offering ( [ ] (Check if this is an amendment and name has changed, and indicate change)
ADVANCE TECHNOLOGIES, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
Filing Under (Check box (or) that apply) [X] Rule 504 [ ] Rule 505 [ ] Rule 508 [ ] Section 4(6) [ ] ULOE
Type of Filing [X] New Filing [ ] Amendment
- ------------------------------------------------------------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- ------------------------------------------------------------------------------------------------------------------------------------
1. Enter the information requested above the issuer
- -----------------------------------------------------------------------------------------------------------------------------------
Name of Issuer ([ ] Check if this is an amendment and name has changed, and indicate change)
ADVANCE TECHNOLOGIES, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
Address of Executive Offices (Number and Street, City, State, Zip Code) Telephone Number (Including Area Code)
2510 NORTH GRAND AVENUE, STE, 104, SANTA ANA, CA 92701 714-532-5216
- -----------------------------------------------------------------------------------------------------------------------------------
Address of Principal Business Operations (Number and Street, City, State, Zip Code) Telephone Number (Including Area Code)
(if different from Executive Office) N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------------
Brief Description of Business
TO ACQUIRE TECHNOLOGY AND SECURITIES
IN COMPANIES WHO HAVE PROVEN TECHNOLOGY
- ------------------------------------------------------------------------------------------------------------------------------------
Type of Business Organization
[X] corporation [ ] limited partnership already formed [ ] other (please specify):
[ ] Business [ ] limited partnership, to be formed
- ------------------------------------------------------------------------------------------------------------------------------------
Month Year
---------- ----------
Actual or Estimated Date of (incorporation or Organization: 0 6 6 4 [ ] Actual [ ] Estimated
----------- ----------
Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal Service abbreviation for State:
CN for Canadian FN for other ( jurisdiction) [ ] [ ]
====================================================================================================================================
GENERAL INSTRUCTIONS
[ILLEGIBLE]
ATTENTION
- ------------------------------------------------------------------------------------------------------------------------------------
Failure to file notice in the appropriate status will not result in a loss of the federal exemption. Conversely, failure to file
the appropriate federal notice will not result in a loss of an available state exemption unless such exemption is predicated
on the filing of a federal notice.
- ----------------------------------------------------------------------------------------------------------------------------------
[ILLEGIBLE]
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
A BASIC IDENTIFICATION DATA
- --------------------------------------------------------------------------------
2 Enter the information requested for the following:
. Each promoter of the issuer, if the issuer has been organized within the
past five years;
. Each beneficial owner having the power to vote or dispose or direct the
vote or disposition of 10% or more of a class of equity securities of the
issuer;
. Each executive officer and director of corporate issuers and of corporate
general and managing partners of partnership issuers; and
. Each general and managing partner of partnership issuers.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C>
Check box(es) that Apply: [X] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ------------------------------------------------------------------------------------------------------------------------------------
Check box(es) that Apply: [ ] Promoter [X] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
NONE
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ------------------------------------------------------------------------------------------------------------------------------------
Check box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [X] Executive Officer [X] Director [ ] General and/or
Managing Partner
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
BALL, GARY E.
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
2510 NORTH GRAND AVENUE, SUITE 104, SANTA ANA, CA 92701
- ------------------------------------------------------------------------------------------------------------------------------------
Check box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [X] Executive Officer [X] Director [ ] General and/or
Managing Partner
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
BALL, WENDY
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
2510 NORTH GRAND AVENUE, SUITE 104, SANTA ANA, CA 92701
- ------------------------------------------------------------------------------------------------------------------------------------
Check box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [X] Executive Officer [X] Director [ ] General and/or
Managing Partner
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
BANE, GARY L.
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
2510 NORTH GRAND AVENUE, SUITE 104, SANTA ANA, CA 92701
- ------------------------------------------------------------------------------------------------------------------------------------
Check box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ------------------------------------------------------------------------------------------------------------------------------------
Check box(es) that Apply: [ ] Promoter [ ] Beneficial Owner [ ] Executive Officer [ ] Director [ ] General and/or
Managing Partner
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Use blank sheet or copy and use additional copies of this sheet as necessary)
2 of 8
Advance Technologies, Inc. Form 10 SB
<PAGE>
- --------------------------------------------------------------------------------
B. INFORMATION ABOUT OFFERING
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Yes No
1. Has the Issuer sold or does the issuer intend to sell to non-accredited investors in this offering? [X] [_]
Answer also in Appendix, Column 2, if filing under ULOE.
$ NONE
2. What is the minimum investment that will be accepted from any individual? --------
Yes No
3. Does this offering permit joint ownership of a single unit? [X] [_]
4. Enter the information requested for each person who has been or will be paid or given, directly or
indirectly, any commission or similar commemoration for solicitation of purchasers in connection with
sales of securities in the offering. If a person to be listed is an associated person or agent of a
broker or dealer registered with the SEC and/or with a state or states, list the name of the broker or
dealer. If more than five (5) persons to be listed are associated persons of such a broker or dealer,
you may act forth the information for that broker or dealer only.
</TABLE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
NO COMMISSIONS SOUGHT OR PAID
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- ------------------------------------------------------------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check "All States" or check individual States).............................................. [_] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- ------------------------------------------------------------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check "All States" or check individual States).............................................. [_] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- ------------------------------------------------------------------------------------------------------------------------------------
Full Name (Last name first, if individual)
- ------------------------------------------------------------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Associated Broker or Dealer
- ------------------------------------------------------------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers
(Check "All States" or check individual States).............................................. [_] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Use blank sheet, or copy and use additional copies of this sheet, as necessary)
Advance Technologies, Inc. Form 10 SB
<PAGE>
Advance Technologies, Inc.
(a Development Stage Company)
Balance Sheets
<TABLE>
Assets
Total Assets June 30 September 30, September 30,
1999 1998 1997
$ 12,954 $ - $ -
---------- ----------- ------------
<S> <C> <C> <C>
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 7,108 $ - $ -
Note Payable-Officer 48,000 - -
----------- ---------- ------------
Total Current Liabilities 55,108 - -
----------- ---------- ------------
Common Stock, authorized
100,000,000 shares of $.001 par value,
issued and outstanding 2,572,923
72,923 and 60,095 shares respectively 2,573 73 60
Preferred Stock, authorized
100,000,000 shares of $.001 par value,
issued and outstanding 0 shares - - -
Additional Paid in Capital 482,903 460,403 459,967
Deficit Accumulated During the
Development Stage (527,630) (460,476) (460,027)
----------- ------------ ----------
Total Stockholders' Equity ( 42,154) - -
=========== ============ ==========
Total Liabilities and Stockholder's Equity $ 12,954 $ - $ -
=========== ============ ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
Advance Technologies, Inc. Form 10 SB
<PAGE>
Advance Technologies, Inc.
(a Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION> Cumulative
For the nine Total Since
months ended For the years Inception of
June 30, ended September 30, Development
-----------------------
1999 1998 1997 Stage
---------------- ---------- --------- --------------
<S> <C> <C> <C> <C>
Revenues: $ - $ - $ - $ -
Expenses:
General and administrative 67,154 449 5,325 466,929
---------------- ----------- ---------- --------------
Total Expenses 67,154 449 5,325 466,929
---------------- ----------- ---------- --------------
Net (Loss) $ (67,154) $ (449) $ (5,325) $ (466,929)
================ =========== ========== ==============
Net Loss Per Share $ (0.076) $ (0.000) $ (0.089) $ (5.70)
================ =========== ========== ==============
Weighted average shares outstanding 878,478 72,923 60,095 81,899
================ =========== ========== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements
5
Advance Technologies, Inc. Form 10 SB
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
APPENDIX
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5
<S> <C> <C> <C> <C>
Disqualification
under State
Intend to sell to Type of security ULOE (if yes,
non-accredited and aggregate attach
investors in offering price Type of investor and explanation of
State offered in state amount purchased in State waiver granted
(Part B-Item 1) (Part C-Item 1) (Part C-Item 2) (Part B-Item 1)
- ----------------------------------------------------------------------------------------------------------------------------------
Number of Number of
Accredited Nonaccredited
State Yes No Investors Amount Investors Amount Yes No
- ----------------------------------------------------------------------------------------------------------------------------------
AL
- ----------------------------------------------------------------------------------------------------------------------------------
AK
- ----------------------------------------------------------------------------------------------------------------------------------
AZ
- ----------------------------------------------------------------------------------------------------------------------------------
AR
- ----------------------------------------------------------------------------------------------------------------------------------
CA 36 7 $7,800 36 $14,900
- ----------------------------------------------------------------------------------------------------------------------------------
CO
- ----------------------------------------------------------------------------------------------------------------------------------
CT
- ----------------------------------------------------------------------------------------------------------------------------------
DE
- ----------------------------------------------------------------------------------------------------------------------------------
DC
- ----------------------------------------------------------------------------------------------------------------------------------
FL
- ----------------------------------------------------------------------------------------------------------------------------------
GA
- ----------------------------------------------------------------------------------------------------------------------------------
HI
- ----------------------------------------------------------------------------------------------------------------------------------
ID
- ----------------------------------------------------------------------------------------------------------------------------------
IL
- ----------------------------------------------------------------------------------------------------------------------------------
IN
- ----------------------------------------------------------------------------------------------------------------------------------
LA
- ----------------------------------------------------------------------------------------------------------------------------------
KS
- ----------------------------------------------------------------------------------------------------------------------------------
KY
- ----------------------------------------------------------------------------------------------------------------------------------
LA
- ----------------------------------------------------------------------------------------------------------------------------------
ME
- ----------------------------------------------------------------------------------------------------------------------------------
MD
- ----------------------------------------------------------------------------------------------------------------------------------
MA
- ----------------------------------------------------------------------------------------------------------------------------------
MI
- ----------------------------------------------------------------------------------------------------------------------------------
MN
- ----------------------------------------------------------------------------------------------------------------------------------
MS
- ----------------------------------------------------------------------------------------------------------------------------------
MO
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7 of 8
Advance Technologies, Inc. Form 10 SB
<PAGE>
- --------------------------------------------------------------------------------
APPENDIX
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5
Disqualification
Intend to sell under State
to Type of security ULOE (if yes,
non-accredited and aggregate attach
Investors in offering price Type of investor and explanation of
State offered in state amound purchased in State waiver granted)
(Part ii-Item 1) (Part C-Item 1) (Part C-Item 2) (Part E-Item 1)
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Number of
Accredited Nonaccredited
State Yes No Investors Amount Investors Amount Yes No
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MT
- ------------------------------------------------------------------------------------------------------------------------------------
NE 4 $2,300 -0-
- ------------------------------------------------------------------------------------------------------------------------------------
NV
- ------------------------------------------------------------------------------------------------------------------------------------
NH
- ------------------------------------------------------------------------------------------------------------------------------------
NJ
- ------------------------------------------------------------------------------------------------------------------------------------
NM
- ------------------------------------------------------------------------------------------------------------------------------------
NY
- ------------------------------------------------------------------------------------------------------------------------------------
NC 2 COMMON
$800.00 2 $800.00 x
- ------------------------------------------------------------------------------------------------------------------------------------
ND
- ------------------------------------------------------------------------------------------------------------------------------------
OH
- ------------------------------------------------------------------------------------------------------------------------------------
OK
- ------------------------------------------------------------------------------------------------------------------------------------
OR
- ------------------------------------------------------------------------------------------------------------------------------------
PA
- ------------------------------------------------------------------------------------------------------------------------------------
RI
- ------------------------------------------------------------------------------------------------------------------------------------
SC
- ------------------------------------------------------------------------------------------------------------------------------------
SD
- ------------------------------------------------------------------------------------------------------------------------------------
TN
- ------------------------------------------------------------------------------------------------------------------------------------
TX
- ------------------------------------------------------------------------------------------------------------------------------------
UT
- ------------------------------------------------------------------------------------------------------------------------------------
VT
- ------------------------------------------------------------------------------------------------------------------------------------
VA
- ------------------------------------------------------------------------------------------------------------------------------------
WA
- ------------------------------------------------------------------------------------------------------------------------------------
WV
- ------------------------------------------------------------------------------------------------------------------------------------
WI
- ------------------------------------------------------------------------------------------------------------------------------------
WY
- ------------------------------------------------------------------------------------------------------------------------------------
PR
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Advance Technologies, Inc. Form 10 SB
<PAGE>
EXHIBIT 3.3(vii)
3.3(vii) Amendment of Articles to Articles of Incorporation filed July 7,
1999
Advance Technologies, Inc. Form 10 SB
<PAGE>
CERTIFICATE OF AMENDMENT
------------------------
TO
ARTICLES OF INCORPORATION
-------------------------
OF
ADVANCE TECHNOLOGIES, INC.
--------------------------
*************************
The undersigned does declare and certify.
(1) That he, Gary E. Ball, is president and Chairman of the Board of
Directors, and Wendy Ball is Secretary and Director for Advance
Technologies, Inc.
(2) That the original Articles of Incorporation were filed with the
Secretary of State on February 15, 1996.
(3) The Board of Directors were given the authority to create a new class
of non-voting stock at a special shareholders meeting held November
30, 1998. At a meeting of the director held 1/12/99 the directors
voted to amend Article III to show a preferred series of non-voting
stock.
(4) The Article have been amended as follows:
ARTICLE III
SHARES OF STOCK
---------------
The amount of total authorized capital stock of the corporation is One
Hundred Million (100,000,000) shares a $0.001 par value.
All such stock shall be designated as Common Stock. The Common Stock may be
issued from time to time without action by the stockholders. The Common Stock
may be issued for such consideration as may be fixed by the Board of Directors
from time to time, and; The amount of total authorized capital stock of the
corporation is One Hundred Million (100,000,000) shares at $0.001 par value.
All such stock shall be designated as Preferred Stock with no voting
rights. The Preferred Stock maybe issued from time to time without action by the
Stockholders. The
Advance Technologies, Inc. Form 10 SB
<PAGE>
Preferred Stock may be issued for such consideration as may be fixed by the
Board of Directors from time to time.
The Board of Directors may issue such shares of Common and Preferred Stock
in one or more series, at such price and in such numbers of each series with
such voting powers, designations, preferences and rights or qualifications, or
restriction thereof as shall be stated in the resolution or resolutions adopted
by them.
IN WITNESS WHEREOF, I have hereunto set my hand this 25 day of May, 1999.
/s/ Gary E. Ball /s/ Wendy Ball
- -------------------------- --------------------------
Gary E. Ball, President Wendy Ball, Secretary
ACKNOWLEDGMENT
--------------
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On the 25 day of May 1999, Gary E. Ball and Wendy Ball personally appeared
before me, a Notary Public, who acknowledged to me that they executed the
foregoing document.
/s/ Benny Lakatoe
--------------------------
[SEAL APPEARS HERE] NOTARY PUBLIC
Advance Technologies, Inc. Form 10 SB
<PAGE>
[STAMP OF STATE OF NEVADA APPEARS HERE]
/s/ Dean Heller
DEAN HELLER . Secretary of State
/s/ Jacqueline Curry
----------------------
Advance Technologies, Inc. Form 10 SB
