10KSB/A, 2001-01-19
Previous: AT PLAN INC, S-8, EX-23.2, 2001-01-19

                     Washington, D.C. 20549

                           FORM 10 KSB/A

                    SECURITIES EXCHANGE ACT OF 1934

           For the Fiscal Year Ended September 30, 2000

                   Commission File No. 0-27175

                    ADVANCE TECHNOLOGIES, INC.
       (Exact name of registrant as specified in its charter)

        Nevada                                      95-475536
     (State or other                         (I.R.S. Employer
     Jurisdiction of Incorporation         Identification No.)
     or organization)

                     716 Yarmouth Road # 215
                 Palos Verdes Estates, CA 90275
            (Address of principal executive offices)

        Registrant's telephone number, including area code:
                          (310) 265-7776

     Securities Registered Pursuant to Section 12(b) of the Act:

                        Title of each class
             Name of Each exchange on which registered
             National Association of Securities Dealers
    Securities registered pursuant to Section 12(g) of the Act:

              Indicate by check mark whether the
    Registrant (1) has filed all reports required to be
       filed by Section 13 or 15(d) of the Securities
        Exchange Act of 1934 during the preceding 12
         months (or for such shorter period that the
   registrant was required to file such reports), and (2)
    has been subject to such filing requirements for the
                         past 90 days.
                      Yes    X       No

Advance Technologies, Inc. Form 10 KSB/A
              Indicate by check mark if disclosure of
        delinquent filers pursuant to item 405 of Regulation
           S-K is not contained herein, and will not be
        contained, to the best of registrant's knowledge, in
            definitive proxy or information statements
        incorporated by reference in part III of this Form
         10-KSB or any amendment to this Form 10-KSB.    [X]

            The aggregate market value of voting stock
   held by non-affiliates of the Registrant as of September 30,
               2000 was approximately $3,859,384.50

          On September 30, 2000, approximately 2,572,923
        Shares of the Registrant's Common Stock, $0.001 par
                       value, were outstanding.

                 Documents Incorporated by Reference

             (1)  Financial Statements for September 30,

             (2) Except for the historical information
       presented, the matters discussed in this Form 10 KSB
         include forward-looking statements that involve
         risks and uncertainties.  The Company's actual
       results could differ materially from those discussed
        herein.  Factors that could cause or contribute to
         such differences include, but are not limited to,
          those discussed under the caption "Factors That
           May Affect Future Results" under "Management's
         Discussion and Analysis of Financial Condition and
            Results of Operations" in the Company's 2000
           Financial Statements, which is incorporated by
                   reference in this Form 10-KSB.

Advance Technologies, Inc. Form 10 KSB/A                      2

                   ADVANCE TECHNOLOGIES, INC.
                        TABLE OF CONTENTS

                             PART I

Item 1.   BUSINESS . . . . . . . . . . . . . . . . . .    3

Item 2.   PROPERTIES	 . . . . . . . . . . . . . . . . .    6

Item 3.   LEGAL PROCEEDINGS  . . . . . . . . . . . . .    6

          HOLDERS . . . . . . . . . . . . . . . . . . .   6

                              PART II

          STOCKHOLDER MATTERS . . . . . . . . . . . .     6

Item 6.   SELECTED FINANCIAL DATA . . . . . . . . . .     6


          DATA . . . . . . . . . . . . . . . . . . . .    7


                              PART III

          REGISTRANT . . . . . . . . . . . . . . . . .    7

Item 11.  EXECUTIVE COMPENSATION . . . . . . . . . . .    8

          AND MANAGEMENT . . . . . . . . . . . . . . .    9


Advance Technologies, Inc. Form 10 KSB/A                     3

                              PART IV

          REPORT . . . . . . . . . . . . . . . . . . . 10

          SIGNATURES	 . . . . . . . . . . . . . . . . . 11


Item 1.  Business


Advance Technologies, Inc. ("the Company") 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 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 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.  On September 27,
1999 the "Company" acquired Seacrest Industries of Nevada,
also known as Infrared Systems International.

The Company

The Registrant through its wholly owned subsidiary
SEACREST INDUSTRIES, INC., and through its president
and director Mr. Gary Ball was granted an exclusive world-
wide license agreement for the use of US patent number
5,534,694 by Hughes Aircraft Company, for a key optical
element of the Infrared Aircraft Landing System.  Gary Ball
founder and CEO of Infrared Systems International (ISI) a/k/a
Seacrest Industries International, Inc. in 1992 formed the
company for the singular purpose of providing manufacturing
and sales support for the unique Infrared System called
Enhanced Vision System (EVS).  While employed by Electro-
Advance Technologies, Inc. Form 10 KSB/A                     4
Optical Systems, a segment of Hughes Aircraft Company, as
senior Program Manager and engineer, he led the research and
development team responsible for the development of the
Enhanced Vision System (EVS).  This technology was designed
to allow aircraft pilots to actually "see" the airport
environment through cloud ceiling or surface fog.  The factor
of enhanced safety, alone, is generating an enormous demand
for this type of system, which, in the future, could become part
of the Minimum Equipment List (MEL) required for
commercial aircraft carrying more than a designated number
of passengers (FAA Part-91, -121, & -135 markets). Millions of
dollars have been expended in the development of this
technology by many major Corporations.

In June of 1992, Gary E Ball was employed as the Program
Manager of EVS at Hughes Aircraft Company where he
developed the technology, including the principal patent,
licensed to the Company.  In October of 1995, in connection
with certain strategic business decisions being made by Hughes
Aircraft, Hughes Aircraft offered Mr. Gary E. Ball a license of
the EVS technology.  The license included the patent submitted
by Mr. Gary E. Ball and others, together with proprietary data
related to the technology, proprietary business agreements,
and unrestricted use of the licensed information and EVS
knowledge acquired while Mr. Gary Ball was at Hughes

The license agreement with Hughes required prepayment of
($25,000) and a royalty on each licensed product sold.  The
license is exclusive and limited to the use of the technology
relating to commercial aircraft licensed to operate by the
United States Federal Aviation Administration or equivalent
regulatory agency elsewhere.  This agreement requires the
consent of Hughes Aircraft to sublicense the technology, which
consent will not be unreasonably withheld.

In July of 1997, ISI entered into a license agreement with
Kollsman, Inc. which contemplates the payment of a royalty to
ISI based upon the number of licensed products sold by
Kollsman and requires the personal consulting services of Mr.
Gary E. Ball for which the Company will receive
compensation.  This agreement entitles ISI to an advanced
royalty of $5,000 per month plus time and expenses for
consulting service as well as an initial $20,000 advance

Advance Technologies, Inc. Form 10 KSB/A                      5

payment.  The royalty based upon sales increases, as the
number of systems sold increases.

Kollsman, Inc. is a commercial avionics and electronics
company that designs, develops and manufactures flight
instruments.  It is a leading developer of Forward Looking
Infrared Systems.  These systems have primarily been utilized
in military applications.  The system designed by Kollsman
that utilizes the Company's technology is based upon an
infrared sensor unit placed in the nose of the aircraft.  Output
from the sensor unit is transmitted through a video interface
onto a heads-up-display located on the aircraft's flight deck.
The image displays the approach on a high quality black and
white television image projected onto a combining glass in
front of the Captain.  The result is that night vision is
enhanced and a pilot has the ability to see through fog, smoke,
haze, rain and snow.  In addition to improved situational
awareness of the airport, traffic and surrounding terrain, the
takeoff and landing "Minima" results in fewer diversions,
cancellations and delays.

In October of 1997, Gulfstream, the leading manufacturer of
large business aircraft, and Kollsman announced the signing of
a memorandum of understanding to utilize the Company's
technology on Gulfstream IV-SP and Gulfstream V aircraft.
Gulfstream announced it is preparing for pre-prototype flight
tests whose goal is to utilize the technology where the visual
ceiling is no more than 50 feet and the runway visual range is
no more than 700 feet.

While the Company's primary efforts are directed toward
supporting the Kollsman license, the Company is pursuing
other areas of development for the Enhanced Vision System
(EVS) Technology.  Not only can the technology be used in a
variety of cameras to reveal images through clouds or smoke
but also to reveal critical characteristics that would otherwise
not be seen in paintings and livestock. There are a multitude of
medical applications, applications for preventive maintenance,
uses in underwater imaging systems and emergency vehicle
warning systems, ground transportation (commercial and
recreational), fire fighting, vehicle, airborne and man-portable,
and all types of maritime transportation.

Advance Technologies, Inc. Form 10 KSB/A                      6

Item 2.  Properties

The Company's executive offices are located in
Palos Verdes Estates, California.

Item 3.  Legal Proceedings

There are no legal proceedings known or pending against
the Registrant or its subsidiary

Item 4.  Submission of Matters to a Vote of
Security Holders

There were no shareholders meetings held in the period
ending September 30, 2000.


Item 5.  Market for Registrant's Common Equity
and Related Stockholder Matters

The Company is currently trading, OTC, on
the Nationals Association of Securities Dealers "Pink
Sheets" with the high bid at $1.75 per share and the low bid
of $1.375 per share during the last quarter.  Additional
information required by this item may be found in
the Company's 2000 Financial Statements and is
incorporated herein by reference.

On October 4, 1999 there was an escrow established by the
Company at Pacific Stock Transfer Company for 50,204,102
Shares of preferred stock for the exchange of Seacrest
Industries, Inc. common stock in conjunction with its
acquisition. As of September 30, 2000 43,123,202 shares of
Seacrest had been exchanged

Advance Technologies, Inc. Form 10 KSB/A                     7

Item 6.  Selected Financial Data

The information required by this item is set forth in the
Company's 2000 Financial Statements and is incorporated
herein by reference.

Item 7.  Management's Discussion and Analysis of Financial
Condition and Reports of Operation

The information required by this item is set forth in the
Company's 2000 Financial Statements and is incorporated
herein by reference.

Item 8.  Financial Statements and Supplemental Data

The financial statements required by this item are
included in the Company's 2000 Financial Statements
and are incorporated by reference.  With the exception
of the aforementioned information and the information
incorporated in Items 5, 6 and 7, the Company's
2000 Financial Statement is not to be deemed filed
as part of this Form 10-KSB Annual Report.  The
report of the Company's Independent Auditors on
the Company's consolidated financial statement is
included in the Company's 2000 Financial Statement and is
incorporated by reference.  The report of the Company's
Independent Auditors on the financial statement schedule
required by this item is included herein.

Item 9.  Changes in and Disagreements with
Accountants on Accounting Financial Disclosure


Item 10.  Directors and Executive Officers of the

GARY E. BALL Age 63, residing in Beverly Hills, California is
married.  He attended California State University at Long

Advance Technologies, Inc. Form 10 KSB/A                     8

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.  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 63, 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 he was responsible for
profit and loss and R and D for offshore oil drilling and
recovery projects.

WENDY BALL Age 54, 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

Advance Technologies, Inc. Form 10 KSB/A                      9

increasing sales 84%.  She was co-owner Brava Specialty
Clothing Store in Redondo Beach, California.

Item 11.  Executive Compensation

Other than information provided in the
Company's 1999 Financial Statements incorporated
herein, executive officers and directors have
received no other compensation.

Item 12.  Security Ownership of Certain
    Beneficial Owners and Management

Title     (1)Name &         (2)Amount &            Percent of
Of Class     Address of        Nature of            Class
             Beneficial Owner  Beneficial Ownership

Preferred    Gary E. Ball      9,240,000 Issued Shares    18.4
             28 Santa Cruz Court
             Manhattan Beach, CA 90266

Preferred    Gary L. Bane        364,000 Issue Shares       1.0
             2015 Edgewater
             Santa Barbara, CA 93109

Preferred    Wendy Ball         9,240,000 Issued Shares    18.4
             28 Santa Cruz Court
             Manhattan Beach, CA 90266

Item 13.  Certain Relationships and Related Transactions

Gary E. Ball and Wendy Ball are married.

The consideration exchanged under the Plan was negotiated
between the directors and executive officers of the Registrant,
the Board of Directors of SEACREST INDUSTRIES, INC.
(the board of directors of the Registrant, are the same board of
directors as that of SEACREST INDUSTRIES, INC.) and the

Advance Technologies, Inc. Form 10 KSB/A                    10

SEACREST INDUSTRIES, INC. Stockholders, and the Board
of Directors of the Registrant used criteria used in similar
proposals involving the Registrant in the past, including the
relative value of the assets of the Registrant; its present and
past business operations; future potential of SEACREST
INDUSTRIES, INC.; its management; and the potential
benefit to the stockholders of the Registrant. The members of
the Board of Directors determined in their good faith that the
consideration for the exchange was reasonable, under these


Item 14.  Exhibits, Financial Statement
Schedules, and Reports on Form 8-K

The following documents are filed as part of this
Form 10-KSB Annual Report:

1) Financial Statements

                   Advance Technologies, Inc.
                 (a Development Stage Company)
               Consolidated Financial Statements
                       September 30, 2000

                         C O N T E N T S

   Independent Auditor's Report                            3

   Consolidated Balance Sheets                             4

   Consolidated Statements of Operations                   5

   Consolidated Statements of Stockholders' Equity         6

   Consolidated Statements of Cash Flows                   7

   Notes to the Consolidated Financial Statements          8

                   Chesholm & Associates
                 Certified Public Accounts
A Professional       P.O. Box 540216        Office (801) 292-8756
 Corporation     North Salt Lake, Utah 84054   Fax (801) 292-8809


To the Board of Directors and Stockholders of
Advance Technologies, Inc.

We have audited the accompanying consolidated balance sheet
of Advance Technologies, Inc. (a Development Stage Company)
as of September 30, 2000 and the related statements of
operations, stockholders' equity and cash flows for the years
ended September 30, 2000 and 1999 and from inception on October
1, 1985 though September 30, 2000.  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.  The financial statements for the
period October 1, 1985 through September 30, 1995 were audited by
other accountants, who expressed an unqualified opinion on their
report dated February 12, 1996.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Advance Technologies, Inc. (a Development Stage
Company) as of September 30, 2000 and the results of its
operations and cash flows for the years ended September
30, 2000 and 1999 and from inception on October 1, 1985 through
September 30, 2000 in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note 2 to the financial statements, the Company has
minimal assets and is dependent upon financing to continue
operations.  These factors raise substantial doubt about its
ability to continue as a going concern.  Management's plans in
regard to these matters are also described in the Note 2.  The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Chisholm & Associates
Salt Lake City, Utah
December 27, 2000                                       Fin 3

                    Advance Technologies, Inc.
                  (a Development Stage Company)
                   Consolidated Balance Sheets
                                                    September 30,
Current assets
 Cash                                                 $    1,646
   Prepaid License (Note 4)                               12,500
         Total Current Assets                             14,146

Property & Equipment                                      23,835
         (net of accumulated depreciation)(Note 8)

   Total Assets                                      $    37,981
                  Liabilities and Stockholders' Equity
Current Liabilities
   Accounts Payable                                  $    27,291
   Accrued wages                                           7,000
   Accrued interest                                        2,816
   Note Payable-Officer (Note 7)	                       49,500
   Advance Royalties (Note 5)                             25,000
Total Current Liabilities                                111,607
Long Term Debt
   Line of Credit (Note 9)                                79,500
Total Liabilities                                        191,107
Stockholders' Equity
 Common Stock, authorized 100,000,000 shares of $.001
   par value, issued and outstanding 2,572,923 shares      2,573
 Preferred Stock, Series A authorized 100,000,000
   shares of $.001 par value, issued and outstanding
   50,204,102 shares                                      50,204
 Additional Paid in Capital                              446,496
 Deficit Accumulated During the Development Stage       (652,399)
 Total Stockholders' Equity                             (153,126)
Total Liabilities and Stockholders' Equity            $   37,981
                  The accompanying notes are an
            integral part of these financial statements   Fin 4

                   Advance Technologies, Inc.
                 (a Development Stage Company)
             Consolidated Statements of Operations

                                       For the     Total since
                                     Years ended 	inception of
                                   September 30,   development
                                2000         1999     stage
                              ________     ________  __________
Revenues:                     $      -     $      -  $        -

   Depreciation & Amortization	  14,665            -      14,665
   Interest                      2,816            -       2,816
   Organization Costs                -       11,331      11,331
   Research & Development	       11,250            -      11,250
   General and administrative   73,068       78,795     551,638
                              ________     ________  __________

          Total Expenses       101,799	     91,126     591,700
                              ________     ________  __________

Net (Loss)                  $ (101,799)    $(90,126)   (591,700)
                              ________     ________  __________

Net Loss Per Share          $    (0.03)    $  (0.07)      (1.85)
                              ________     ________  __________

Weighted average shares outstanding
                              2,572,923   1,322,924     319,374
                              ________     ________  __________

                  The accompanying notes are an
            integral part of these financial statements   Fin 5

                   Advance Technologies, Inc.
                 (a Development Stage Company)
        Consolidated Statement of Stockholders' Equity

                               Additional            During the
         Common Stock     paid-in Preferred Stock   Development
       Shares  Amount     capital   Shares   Amount       Stage
       ______  ______     _______   _______  ______  __________

Balance, October 1, 1985
 (beginning of the development stage)
        6,487  $    7     $58,161   $     -  $   -    $ (60,701)

Shares issued for coal 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
       37,203      37     325,487         -      -            -

Preferred shares issued for services
            -       -           -    10,048   1,004           -

Expiration of preferred shares
            -       -       1,004   (10,048)  1,004)          -

Net loss since the beginning of the development
   stage at October 1, 1985
            -       -           -         -       -     (344,001)
       ______  ______     _______   _______  ______    __________

Balance, September 30, 1995
       53,778      54     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 services 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
            -      -            -         -       -        (447)
       ______  ______     _______   _______  ______   __________

Balance September 30, 1998
       72,923     73      460,403         -       -    (460,474)

Shares issued for cash at $0.01
    2,500,000  2,500       22,500         -       -           -

Shares issued for common stock of SeaCrest
 Industries Corporation at $0.001
            -      -      (36,407)50,204,102 50,204           -

Net loss for the year ended September 30, 1999
            -      -            -         -       -     (90,126)
       ______  ______     _______   _______  ______   __________

Balance September 30, 1999
    2,572,923  2,573      446,496 50,204,102  50,204   (550,600)

Net loss for the year ended September 30, 2000
            -      -            -         -      -    (101,799)
       ______  ______     _______   _______  ______  __________

Balance September 30, 2000
    2,572,923  $2,573    $446,496 50,204,102 $50,204 $ (652,399)
       ______  ______     _______   _______  ______  __________

                   The accompanying notes are an
            integral part of these financial statements    Fin 6

                   Advance Technologies, Inc.
                  (a Development Stage Company)
               Consolidated Statement of Cash Flows

                                                   October 1,
                                                (inception of
                                   For the        development
                                 year ended         stage) to
                                September 30,    September 30,
                                2000	   1999          2000
                               _______   _______      _______

Cash Flows from Operating

  Net loss                   $(101,799)  $(90,126)  $(591,700)
   Adjustments to reconcile
    net loss to net cash
    provided by operations:
     Depreciation &
      Amortization              14,665          -      14,665
     Decrease in Prepaids        2,180          -       2,180
     Increase in Accounts Payable
      & accrued expenses        31,045      6,064      37,109
     Stock issued for services       -          -     399,775
     Organization Costs              -     11,331      11,331
                               _______   _______      _______

        Net cash flows provided
        (used) by operating activities
                               (53,909) 	 (72,731)    (126,640)
                               _______   _______      _______

Cash Flows from Investment
     Purchase of Equipment     (26,000)       -       (26,000)
     Investment in Subsidiary        -      286           286
                               _______   _______      _______

      Net cash flows provided
       (used) by investing activities
                               (26,000)     286       (25,714)

Cash Flows from Financing

   Cash paid on officer loan        -   (12,000)  	   (12,000)
   Proceeds from
    Loan from officer           1,500    60,000       61,500
   Proceeds from
    Line of Credit             79,500         -       79,500
   Net proceeds
    from issuance of stock          -    25,000       25,000
                               _______   _______      _______

      Net cash flows provided
      (used) by operating activities
                               81,000    73,000      154,000
                               _______   _______     ________

Net increase
  (decrease) in cash            1,091       555        1,646
Cash, beginning of year           555         -            -
                               _______   _______      _______

Cash, end of year             $  1,646     $ 555      $ 1,646
                               _______   _______      _______

                   The accompanying notes are an
            integral part of these financial statements     Fin 7

                    Advance Technologies, Inc.
                  (a Development Stage Company)
         Notes to the Consolidated Financial Statements
                       September 30, 2000

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.

     On September 27, 1999 pursuant to a plan of acquisition, the
Company exchanged 50,204,102 shares of its Series "A" preferred
stock for SeaCrest Industries Corporation's 50,204,102 shares of
common stock.  This acquisition has been accounted for using the
purchase method of a business combination.

The company is currently engaged in the development of a night
vision system with applications in the military as well as civil.
The company has an agreement with a Taiwan company wherein they
are jointly developing the night vision system for use in Class A
coaches. The company is also involved in the development of other
Electro-optical mechanical devices.

b.  Accounting Method

     The Company recognizes income and expense on the accrual
basis of accounting.

c.  Consolidation

     The consolidated financial statements include the accounts
of Advanced Techologies, Inc. and SeaCrest Industries
Corporation, a wholly owned subsidiary.  Intercompany
transactions have been eliminated.
                                                          Fin 8

d.  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.

e.  Cash and Cash Equivalents

     The Company considers all highly liquid investments with
maturities of three months or less to
be cash equivalents.

f.  Provision for Income Taxes

     No provision  for income taxes has been recorded due to net
operating loss carryforwards totaling approximately $(636,000)
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:
                                                  September 30,
Deferred tax asset:
   NOL carrryforward	                              $    216,000
   Valuation allowance                            	    (216,000)
Total                                             $          -

g.  Use of Estimates in the Preparation of Financial Statements

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect reported amounts of
assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and expenses
during the reporting period. In these financial statements,
assets and liabilities involve extensive reliance on management's
estimates. Actual result could differ from those estimates.

                                                            Fin 9

                   Advance Technologies, Inc.
                  (a Development Stage Company)
        Notes to the Consolidated Financial Statements
                       September 30, 2000

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 finish development of its night vision technology and
begin to market their product to generate the necessary revenue.

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 - Prepaid License Agreement

     SeaCrest Industries Corporation, formerly Infrared Systems
International, Inc., entered into a licensing agreement with
Hughes Aircraft Company for an infrared landing aid system.
Hughes Aircraft Company was paid $25,000 on October 25, 1995 upon
commencement of the agreement.  There is also a $1,000 royalty
payment due to Hughes Aircraft Company for each unit sold.  The
first twenty units sold, $20,000, will be deducted from the
original $25,000 deposit.  There were no units sold during the
2000 fiscal year and the project is currently on hold status, but
is yet a viable project, therefore management has amortized
$12,500 of the original $25,000 prepaid expense.

                                                          Fin 10

NOTE 5 - Advanced Royalties

     SeaCrest Industries Corporation, formerly Infrared Systems
International, Inc., entered into a licensing agreement for
marketing and distributing of infrared aircraft landing systems.
Seacrest received $25,000 in advances. These royalty revenues
have been deferred until future revenue streams, if any occur,
and has been recorded as a liability.

NOTE 6 - Stock Transactions

    On December 2, 1998 and August 23, 1997, the Company's board
of directors authorized a reverse stock split, 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 7 - 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 September 30, 1999.  During the fiscal
year 2000, this officer advanced $1,500 to the company and the
balance of the note payable is $49,500. The note payable-officer
is considered a current liability with no provisions for

     During 1999, the officers of the Company paid their own
travel expenses.  The amount payable to the officers at September
30, 1999 is $4,846, which was subsequently paid in fiscal 2000,
leaving a balance of $0.

                                                       Fin 11

NOTE 8 - Property & Equipment

Property & Equipment consists of the following at September 30,

      Equipment-Lens                            $26,000
      Accumulated Depreciation	                   (2,165)
         Net Property & Equipment               $23,835

     Expenditures for property and equipment and for renewals and
betterments, which extend the originally estimated economic life
of assets or convert the assets to a new use, are capitalized at
cost. Expenditures for maintenance, repairs and other renewals of
items are charged to expense. When items are disposed of the cost
and accumulated depreciation are eliminated from the accounts,
and an gain or loss is included in the results of operations.

     The provision for depreciation is calculated using the
straight-line method over the estimated useful lives of the
assets. The useful lives of equipment are 5 years. Depreciation
expense for the year ended September 30, 2000 is $2,165.

NOTE 9 - Line of Credit

     The Company has negotiated a Line of Credit with a
corporation, wherein the Company has a credit limit of $125,000.
The Company received advances of $79,500 as of September 30,
2000, and has recorded accrued interest of $2,816 in connection
with the advances. The principal and interest is due January 1,

NOTE 10 - Subsequent Events

    In October 2000, the Company received $49,000 from a Taiwan
corporation pursuant to an agreement to jointly develop a night
vision system to be used by Class A coaches. The agreement
provides for the receipt of $96,000 in working capital and
equipment to be provided from the Taiwan company valued at

                                                       Fin 12


Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Advance Technologies, Inc.

Date: 1/19/2001  By: /s/ Gary E. Ball
                     Gary E. Ball
                     President, Director

Advance Technologies, Inc. Form 10 KSB/A                       11

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