As filed with the Securities and Exchange Commission on May __,2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AVIC TECHNOLOGIES LTD.
(Name of issuer in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
??? 98-0212726
(Primary Standard Industrial (I.R.S. Employer
Classification Code) Identification Number)
445 St-Francis Xavier St. Irving Rothstein, Esq.
Montreal, Quebec H2Y 2T1 Heller, Horowitz & Feit, P.C.
Canada 292 Madison Avenue
(514) 844-3510 New York, New York 10017
(Address and telephone number (212) 685-7600
of registrant's principal executive (Name, address and telephone
offices and principal place of business) number of agent for service)
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Copies to:
Irving Rothstein, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
Telephone: (212) 685-7600
Approximate date of commencement of proposed sale to public: At the discretion
of the selling
stockholders.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933 check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C>
- ----------------------------------- ------------------ ------------------------ -------------------------- -------------------
Title of Each Class of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Security(1) Price(1)
- ----------------------------------- ------------------ ------------------------ -------------------------- -------------------
- ----------------------------------- ------------------ ------------------------ -------------------------- -------------------
Common Stock, par value $0.0001 7,411,000 $0.10(2) $741,100 $195.65
Total 7,411,000 $741,100 $195.65
- ----------------------------------- ------------------ ------------------------ -------------------------- -------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Based upon the price of a recent private offering.
<PAGE>
The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION DATED, __________, 2000
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AVIC TECHNOLOGIES LTD.
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7,411,000 Shares of Common Stock
This Prospectus covers 7,411,000 shares of the common stock, par
value $.0001 per share, of Avic Technologies Ltd. The common stock will be sold
by the selling stockholders identified under the section entitled "Selling
Stockholders" beginning on page ___. We will not receive any part of the
proceeds from the sale of any of these shares by the selling stockholders.
The Securities Offered Hereby Involve A High Degree of Risk. Please
Read the "Risk Factors" Beginning On Page 2.
The selling stockholders will sell their shares of common stock at
various times for their own account (1) in the open market at the then
prevailing prices or (2) in private transactions at such prices as may be agreed
upon. The selling stockholders will pay all expenses with respect to the
offering and sale of these shares except the costs associated with the
registration of their shares and the preparation and printing of this
Prospectus.
There is presently no public market for our securities. We intend to
apply for a listing on the OTC:BB, if our application is denied we intend
to apply for a listing on another electronic service.
--------------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Our principal executive offices are located at 445 St-Francis
Xavier St., Montreal, Quebec H4X 2C9. Our telephone number is (514) 844-3510.
The date of the Prospectus is ________, 2000.
<PAGE>
Risk factors
You should carefully consider the following facts and other information
in this prospectus before deciding to invest in the shares. The risks and
uncertainties described below may not be the only ones we face. If any of the
following risks actually occur, our business, financial condition or results of
operations could be materially and adversely affected. In this event, the
trading price of our common stock could decline, and you may lose all or part of
your investment. Please see the "Special Note Regarding Forward-Looking
Statements" on page __ of this Prospectus.
Risks Relating to our viability
Since we have only a limited operating history, it is difficult for you to
evaluate if we are a good investment
We were incorporated in March, 1999. We currently plan to
introduce our first products to the Chinese marketplace during the last quarter
of 2000. Accordingly, we have only a very limited operating history, and we face
all of the risks and uncertainties encountered by early-stage companies. Thus,
our prospects must be considered in light of the risks, expenses and
difficulties associated with any start-up company. Due to our limited history,
predictions of our future performance are very difficult.
Unless we are able to obtain financing, we may not be able to continue as
a going concern.
As discussed in our audited financial statements, we have an accumulated deficit
and negative working capital so our ability to continue as a going concern
is dependent upon obtaining additional financing for our planned operations. If
we do not raise additional capital then you may lose your entire investment.
We have incurred substantial losses and anticipate continuing losses in the
future which may cause us to become insolvent
From our inception in March, 1999 through December, 31, we
incurred an accumulated deficit of $192,331. We anticipate continuing to incur
significant losses until, at the earliest, we generate sufficient revenues to
offset the substantial up-front expenditures and operating costs associated with
developing and commercializing products utilizing our technology. There can be
no assurance that we will ever operate profitably.
<PAGE>
We have no customers and generate no revenues and have only limited
marketing experience to develop customers
We have not entered into any agreements to sell our products
to any customers, as yet. We do not believe that we will generate significant
revenues in the immediate future. We will not generate any meaningful revenues
unless we obtain contracts with a significant number of building contractors or
building components suppliers. There can be no assurance that we will ever be
able to obtain contracts with a significant number of customers to generate
meaningful revenues or achieve profitable operations.
We have only limited experience in developing and
commercializing new products based on innovative technologies, and there is
limited information available concerning the potential performance or market
acceptance of our proposed products. There can be no assurance that
unanticipated expenses, problems or technical difficulties will not occur which
would result in material delays in commercialization of our products or that our
efforts will result in successful commercialization.
We need substantial additional financing or we may have to curtail operations
Our capital requirements relating to the marketing of our
product have been, and will continue to be, significant. We are dependent on the
proceeds of future financing in order to continue in business and to develop and
commercialize additional proposed products. We anticipate requiring at least
$1,000,000.00 in additional financing. There can be no assurance that we will be
able to raise the substantial additional capital resources necessary to permit
us to pursue our business plan. We have no current arrangements with respect to,
or sources of, additional financing and there can be no assurance that any such
financing will be available to us on commercially reasonable terms, or at all.
Any inability to obtain additional financing will have a material adverse effect
on us, such as requiring us to significantly curtail or cease operations.
Risks relating to our business plan
Uncertainty of product development
Although considerable time and financial resources were
expended in the development of our products there can be absolutely no assurance
that problems will not develop, which would have a material adverse effect on
us. The products were developed outside of China, and may have to be modified to
adapt to the Chinese construction industry. We may be required to commit
<PAGE>
considerable time, effort and resources to finalize such development and adapt
our products to satisfy specific requirements of potential customers. Continued
product refinement, enhancement and development efforts are subject to all of
the risks inherent in the development and deployment of new products and
technologies, including unanticipated delays, expenses, technical problems or
difficulties, as well as the possible insufficiency of funds to satisfactorily
complete development, which could result in abandonment or substantial change in
commercialization. There can be no assurance that we will be able to
successfully adapt our products to satisfy specific requirements of potential
customers, or that unanticipated events will not occur which would result in
increased costs or material delays in development or commercialization.
New concept; uncertainty of market acceptance and commercialization strategy
Our products represent a new business concept, particularly in the
Chinese marketplace. As is typical in the case of a new business concept, demand
and market acceptance for a newly introduced product is subject to a high level
of uncertainty. Achieving market acceptance for this new concept will require
significant efforts and expenditures by us to create awareness and demand by
consumers. Our marketing strategy and preliminary and future marketing plans may
be unsuccessful and are subject to change as a result of a number of factors,
including progress or delays in our marketing efforts, changes in market
conditions (including the emergence of potentially significant related market
segments for applications of our technology), the nature of possible license and
distribution arrangements which may or may not become available to it in the
future and economic, regulatory and competitive factors. There can be no
assurance that our strategy will result in successful product commercialization
or that our efforts will result in initial or continued market acceptance for
our proposed products.
There are unique financial and political risks with doing business in China
We intend to conduct operations in China. China does not currently have
a democratic, western style, free market economy. While China has taken steps to
place parts of its economy on a more capitalistic basis to attract business and
investment, the development of political and economic systems are relatively new
and not necessarily stable. In addition, the lack of convertible currency
substantially increases the risk to the investor. Further, China does not have a
comprehensive legal system and the interpretation and enforcement of a
commercial agreement may become problematic.
Our business plan involves a new concept for China and it is uncertain if the
market will embrace our services
Our business plan introduces a novel concept to the Chinese
marketplace in that we will not only offer products for sale, but also supply
<PAGE>
design consulting services to the construction companies or contractors. This
approach is, to the best of our knowledge, not yet available to the construction
industry in China. If we are able, as well, to enter into satisfactory marketing
and distribution arrangements in the future, our success will be largely
dependent on the successful acceptance of this multi-service approach. There can
be no assurance that our strategy will result in successful product
commercialization or that our efforts will result in initial or continued market
acceptance for our proposed services.
We face competition from larger and stronger companies that have the resources
and/or technological know how to utilize our concept and undercut our prices
The markets that we are entering are intensely competitive. We expect
additional competition to come from the increasing number of new market entrants
who have developed or are developing potentially competitive products. We will
face competition from numerous sources, including, large state owned
construction companies and other entities with the technical capabilities and
expertise which would encourage them to develop and commercialize competitive
products.
Some of our competitors have certain advantages including,
substantially greater financial, technical and marketing resources, greater name
recognition, and more established relationships in China.
Our competitors may be able to utilize these advantages to expand their
product offerings more quickly, adapt to new or emerging technologies and
changes in customer requirements more quickly, take advantage of acquisitions
and other financing opportunities more readily, and devote greater resources to
the marketing and sale of their products.
The markets for our proposed products are characterized by
changing technology in manufacturing equipment and evolving industry standards.
Accordingly, our ability to compete will depend upon our ability to continually
enhance and improve our products. There can be no assurance that we will be able
to compete successfully, that competitors will not develop products that render
our products obsolete or less marketable or that we will be able to successfully
enhance its products or develop new products.
<PAGE>
General business risks we face
The success of our business depends upon our ability to retain and hire the key
personnel we need
Our success depends upon the personal efforts of Ms. Annette
Shaw, Mr. Victor Sun, and Mr. Robert Cenon, and other key personnel. We do not
have any employment agreements with senior management, as yet. Our success is
also dependent upon our ability to hire and retain additional qualified
management, marketing, technical, financial, and other personnel. Competition
for qualified personnel is intense and there can be no assurance that we will be
able to hire or retain additional qualified personnel. If we do not attract and
retain qualified management and other personnel we will be unable to
successfully implement our business plan.
We are subject to influence from a director and executive officer who controls
a large bloc of our stock and stockholders will have limited ability to
influence corporate affairs and decisions
One of our stockholders owns a large enough stake in us to
have an influence on matters presented to the stockholders. Our President and
CEO, Ms. Annette Shaw, beneficially controls approximately 40% of our
outstanding common stock. Accordingly, she could have undue influence in
determining, among other things, the election and removal of directors and any
merger, consolidation or sale of all or substantially all of our assets. This
concentration of ownership may delay or prevent a change in control, merger,
consolidation, takeover or other business combination involving us. This may
discourage a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us. As a result, this concentration of ownership
may have an adverse effect on our value.
We plan to issue additional shares that will dilute your holdings
We currently contemplate the need to make a private offering
of our shares. In any such offering we are likely to offer shares of our common
stock. Also, we currently have approximately an additional 38 million shares
that our Board of Directors can issue in their sole discretion. If we issue
these additional shares you will find your holdings drastically diluted, which
means that you will own a smaller percentage of our stock, your book value per
share may be reduced and subsequently the value of your holdings may decrease.
<PAGE>
There is currently no public market for our stock and if a market develops no
assurance can be given that it will be sustained
Any market that develops will in all likelihood be limited
with fluctuating and volatile prices.
There are other factors that could have a negative impact on the market price of
our stock
While we have attempted to identify some of the risks you should
evaluate when making a decision to invest in our securities, we are not
prescient and it is impossible for us to identify in advance every possible
thing that could go wrong. Suffice it to say that an investment in our
securities is very risky. You should also keep in mind that historically, a
majority of all new businesses fail. Also, in an effort to streamline this
prospectus and make it more reader-friendly, the staff of the SEC has required
us to delete all risk factors that are not unique to us. It is important that
you realize that there are other risk factors that are applicable to
underfunded, startup innovative product companies like us that are not listed
here.
Special Note regarding forward-looking statements
Some of the statements under "Risk Factors," Plan of
Operations," "Business" and elsewhere in this prospectus are forward-looking
statements that involve risks and uncertainties. These forward-looking
statements include statements about our plans, objectives, expectations,
intentions and assumptions and other statements contained in this prospectus
that are not statements of historical fact. You can identify these statements by
words such as "may," "will," "should," "estimates," "plans," "expects,"
"believes," "intends" and similar expressions. We cannot guarantee future
results, levels of activity, performance or achievements. Our actual results and
the timing of certain events may differ significantly from the results discussed
in the forward-looking statements. Factors that might cause such a discrepancy
include those discussed in "Risk Factors" and elsewhere in this prospectus. You
are cautioned not to place undue reliance on any forward-looking statements.
<PAGE>
Summary Historical financial information
The following selected financial data as of and for the period
ended December 31, is derived from our audited financial statements included in
this Prospectus.
The following data should be read in conjunction with our
financial statements.
Statement of operations data
For the Period
Ended 12/31/99
Net Revenues $ -0-
Operating Loss $ (192,331)
Income Taxes $ -0-
Net Loss $ (192,331)
Loss Per Share $ (.02)
(Basic and Diluted)
Balance sheet data
December 31, 1999
Working Capital $ 122,400
Total Assets $ 124,900
Total Liabilities $ 2,500
Stockholders' Equity $ 122,400
<PAGE>
Plan of Operations
The following discussion should be read in conjunction with
the financial statements and related notes that are included elsewhere in this
prospectus. Statements made below which are not historical facts are
forward-looking statements. Forward-looking statements involve a number of risks
and uncertainties including, but not limited to, general economic conditions,
our ability to complete development and then market our products and services,
competitive factors and other risk factors detailed herein. See "Risk Factors"
and "Special Note Regarding Forward-Looking Statements."
Overview
We commenced operations in March, 1999. Between the
commencement of operations and December 31, 1999, we concentrated on setting-up
our operations in China and Montreal, Quebec, Canada. Our objectives in the
first year of operations are to begin generating revenues by offering our
expertise and technical services on a consulting basis, while simultaneously
seeking out and solidifying relationships with potential joint venture partners
for manufacturing and selling fiberglass window frames. To accomplish the
latter, we will rely heavily on personal contacts in China that our co-founders
have developed through their various prior business ventures in China.
Additionally, the ability to attract customers is dependent on the co-founders
knowledge of the building industry, in general, and the fiberglass window
industry, in particular. Further, Mr. Alan Chan, consultant to us, has special
expertise in equipment evaluation and selection for this industry.
Coinciding with the solicitation of customers, our management
is holding discussions with various candidates for joint venture partnerships.
The primarily characteristics of potential partners are gauged on their existing
production facilities, having a well-developed distribution and/or marketing
organization in place and their recognition within the business communities in
their respective territories.
At the outset, by investing in researching the various
manufacturing equipment, we have developed the capability to be a sole source
for the integration of most of the fiberglass window frame equipment. We will
attempt to differentiate ourselves from our competitors by marketing a high
level of technical expertise and ability to be a sole source supplier of
fiberglass window frame products and related services to small and medium
construction and design institutes, particularly those with limited technical
resources.
As further described under "Business," we plan to derive
future revenues from two principal sources:
<PAGE>
o Technical services, offering small and medium sized
contractors access to our expertise, and
o Window frame manufacturing, sales, and distribution.
Technical services will usually include an initial one-time
setup fee and a consulting fee for monthly service.
In the case of manufacturing and sales of fiberglass window
frame products, revenues from sales are accrued upon delivery of goods.
Technical consulting services include product design and
integration solutions and services provided by the Company. Typically, the
Company charges a flat fee for complete projects, which fee is payable in part
upon contracting for the project; in part upon completion; and in part upon
customer acceptance. Revenues from this source are recognized upon customer
acceptance.
Our financial statements indicate that we incurred some costs
in connection with the outside consultants for equipment evaluation, development
of products and search for joint venture partners. These costs, including direct
labor, related overhead and third-party costs related to establishing our future
office in China. We expect to continue incurring net losses for at least one
year after the Joint Venture Plant is in full operation, but we plan to continue
to execute on those measures which are designed with objectives of achieving
profitable operations. Although, we cannot give any assurances that we will
achieve such objectives.
All of our future revenues are expected to be derived from
sales outside the United States and are paid in foreign currencies, principally
the Renminbi (China) and, to a lesser extent, in Canadian Dollars. For purposes
of our statement of operations, items are converted into U.S. dollars at average
currency exchange rates prevailing during the period. Assets and liabilities on
our balance sheet are translated into U.S. dollars at currency exchange rates
prevailing at the balance sheet dates. We have not engaged in hedging activities
to reduce our currency exchange rate exposure.
As yet, we have no customers and generate no revenues. On Oct. 28,
1999, we entered into our first, and as yet only, Letter of Intent to undertake
a Joint Venture. Our intended Joint Venture Partner is ShenZhen Li Zheng
Industrial Ltd., of Shen Zhen, Guangdong. The Joint Venture is intended to
jointly set up a manufacturing plant with two production lines to produce
fiberglass windows and doors. The products initially will be sold to the
southern part of China and later to overseas clients.
To satisfy our part of this undertaking, we are committed to
<PAGE>
providing approximately $290,000 of initial capital to this partnership.
Additionally, our capital requirements relating to this Joint Venture will be
significant. Thus, we are dependent on the proceeds of future financing in order
to implement this venture, as well as to develop and commercialize additional
product lines. We anticipate requiring at least $1,000,000 in additional
financing over the next twelve months.
We currently have no plans regarding how we will raise these
necessary funds. If we are unable to raise these funds upon reasonably
acceptable terms, we will be significantly adversely effected and may be forced
to drastically reduce or even terminate operations.
For the longer term, our business strategy depends in large
part on our ability to rapidly establish Joint Ventures in China, and will
require additional capital expenditures. Further expansion of our business over
the long term will require substantial additional capital and will require
additional outside financing.
We recognize the this growth will increase our operating
complexity as well as the level of responsibility for both existing and new
management personnel. As a result, in order to manage our growth, we must, among
other things:
o continue to implement and improve our operational,
financial and management information systems,
including our billing, accounts receivable and
payables tracking, fixed assets and other financial
management systems;
o hire and train additional qualified personnel in both
technical and financial areas; and
o continue to establish alliances with new strategic
partners with strong financial support.
Our failure to manage our growth effectively could have a
material adverse effect on our business, financial condition and results of
operations.
Important factors that may significantly affect our actual results include, for
example:
o changes in China business conditions;
o changes in the technical services industry and the general
economy;
o our limited operating history;
o our ability to manage rapid growth, and
o our ability to enter into joint ventures and other
strategic relationships with companies on terms acceptable
to us.
<PAGE>
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." ("SFAS No. 133"), which requires companies
to recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. Gains and losses
resulting from changes in the fair market values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The effective date of this standard was delayed via the
issuance of SFAS No. 137. The effective date for SFAS No. 133 is now for fiscal
years beginning after June 15, 2000, though earlier adoption is encouraged and
retroactive application is prohibited. The Company does not presently enter into
any transactions involving derivative financial instruments and, accordingly,
does not anticipate the new standard will have any effect on its financial
statements.
Year 2000 Disclosure
We are Year 2000 compliant and we do not anticipate any internal problems. In
the event any internal problems should arise, we have many expert computer
technicians on our payroll and we believe that we will be able to satisfactorily
address any such problems. However, we are dependent on the integrity of the
internet being maintained to derive income from the sale of advertising spots at
remote locations via the internet and if the internet should fail or if our
hosts or internet service providers should fail, we could be adversely impacted.
Given the currently available information this does not appear to be a likely
scenario and, accordingly, we do not believe that our potential for
profitability or operations will be materially affected by the Year 2000
problem.
Use of Proceeds
We will not receive any proceeds from the sale of the shares
of common stock by the selling stockholders.
<PAGE>
Business
The following discussion should be read in conjunction with
the financial statements and related notes which are included elsewhere in this
prospectus. Statements made below which are not historical facts are
forward-looking statements. Forward-looking statements involve a number of risks
and uncertainties including, but not limited to, general economic conditions,
our ability to complete development and then market our products and services,
competitive factors and other risk factors detailed herein. See "Risk Factors"
and "Special Note Regarding Forward-Looking Statements."
Description of Business
Avic Technology Inc. ("Avic") is a Delaware Corporation
established in March 1999 to capitalize on the rapidly growing building industry
in China and other parts of Asia. We intend to profit from this growth by
offering our technical expertise in this industry as consultants to small and
medium building contractors, and by establishing joint ventures in the
production and marketing of fiberglass windows.
Fiberglass windows are the latest window products for the
building industry in China. Due to their superior quality and competitive
pricing, and as well as regulations introduced by governments to promote their
use, there exists a substantial growth potential for this product line. Our goal
is to participate in China's rapid economic growth by establishing majority
joint venture interest in selected companies in the fiberglass window industry.
We are committed to introducing the latest cost-effective technologies and
management skills, adapted to local conditions, to these companies, thereby
improving their overall competitiveness and profitability.
We anticipate that our future revenues will be derived from two principal
sources:
o Technical services, offering small and medium sized
contractors access to our
expertise, and
o Window frame manufacturing, sales, and distribution.
Technical services will usually include an initial one-time
setup fee and consulting monthly service charges and includes product design and
integration solutions.
We plan to evolve business activities through joint ventures
with established Chinese companies. We anticipate that the structure of these
joint ventures will require us to provide the use of advanced pultrusion process
machinery and our extensive management expertise, while our Chinese partners
will contribute land, production plants, low cost labor and distribution
channels for the local fiberglass windows market.
<PAGE>
Our Product
Fiberglass provides excellent physical and mechanical
properties desired for window frames. These properties include:
o Low thermal conductivity
o Dimensional stability over temperature spectrum;
o Resistance to moisture and corrosion;
o Easy acceptance of color finishes;
o High strength;
o Light weight; and
o Fire resistance.
These characteristics make pultruded fiberglass attractive for
use not only as a single window framing material, but also in combination with
other materials. These combination designs allow full utilization of specific
advantages of other various materials, resulting in windows with unique
qualities.
The strength and dimensional stability of pultruded fiberglass
also significantly reduces warping when used in tandem with other materials.
Tests have shown that under identical loading conditions, doors with a pultruded
fiberglass core experience about 80% less deflection than a comparable solid
wood door.
(Source: Manufacturer's literature)
1. Roving- is unidirectional continuous glass fiber. Roving
provides the high tensile strength, flexibility, and stiffness of pultruded
shapes, particularly longitudinally. Generally, glass fiber roving is used,
however, graphite or aramid roving may be used in custom application where
higher stiffness(graphite) is needed or where more flexibility is needed
(aramid).
2. Mat- is a matting of multidirectional glass fibers.
Where roving contributes to the strength of profile in the longitudinal
direction, mat ties the profile together in the transverse direction.
Continuous glass fiber mat is usually used: however, a variety of other mat
materials can be used to achieve additional material properties.
3. Veil- is used to enhance the surface of pultruded shapes.
Most widely used today are veils of synthetic materials. A veil is added to the
outside of a profile just before it enters the die. As a result, the finished
profile has a resin rich surface which enhances its resistance to UV degradation
and chemical corrosion, in addition to making the material easier to handle.
4. Resins- the standard resin systems we use are appropriate
<PAGE>
for most applications; however when needed, resin systems can be custom-tailored
to fit the requirements of a specific application.
a. Standard polyester resin- exhibits good corrosion
resistance, good electrical properties, low thermal conductivity, and excellent
mechanical properties.
b. Fire retardant polyester resin-exhibits the same
characteristics as standard polyester with a Frame Spread Rating of 25 or less
when tested in accordance with ASTM E-84, generates very little smoke and is
nonflammable and self-extinguishing as ASRM D-635.
c. Fire retardant vinylester resin-exhibits excellent
corrosion resistance, capable of use in higher temperatures than polyester with
a Frame Spread Rating of 25 or less when tested in accordance with ASTM E-84,
generates very little smoke and is nonflammable and self extinguishing as per
ASTM D-635.
d. Modified acrylic resin- chosen for its excellent corrosion
resistance and mechanical properties, our proprietary formulation offers an ASTM
E-84 Frame Spread Rating of 5, a Smoke Index of 15 and is better than the New
York Transit Authority specification for combustion products specification
MIL-M-14G.
The main raw materials for making fiberglass windows are
available everywhere in China. The main foreign supplier could be DuPont &
Monsanto, but their unit price will be much higher than the local manufacturers,
since China subjects all polyester materials to substantial import duties and
sale taxes.
Manufacturing
The fiberglass used for our window frame materials are
produced by pultrusion process. Pultrusion is a continuous molding process
utilizing glass or fiberous reinforcement in a polyester or other thermosetting
resin matrices. Pre-selected reinforcement materials like fiberglass roving; mat
or cloth are drawn through a resin bath where all the material is thoroughly
impregnated with a liquid thermosetting resin. The wet-out fiberous laminate is
formed to the desired geometric shape and pulled into the heated steel die. Once
in the die, the resin cure is initiated by controlling precise elevated
temperatures. The laminate solidifies in the exact shape of the cavity of the
die as it is continuously pulled by the machine. The pultrusion process is an
environmentally friendly closed process.
The required energy used to produce a pultruded fiberglass
profile is only about a 1/4 of that for steel and 1/6 of that for aluminum. The
pultruding process ensures stability of dimension, precisely placed fibers and a
smooth, closed surface. Coloring is possible by means of pigments.
<PAGE>
For production facilities, we intend to establish an alliance
with a manufacturer that has developed the latest technology in pultrusion
machines. While there are several manufacturers of this type of machinery,
specifically, among the largest are, Omni Glass & Magnum Technologies, our
preference is to reach an arrangement with one of the smaller companies. Our
intended ally has developed machines that can pultrude fiberglass composites at
a speed of two to three times faster than any machines currently available on
the market. These machines are more modular than many of those of the
competition, as they are designed as a series of rigid structural stress
relieved modules, each module being dedicated to a specific task.
The Market
With a population of over 1.2 billion and a rapid growth in
its building industry, China has an enormous market for building products,
including of course, door and window frames. In the past ten years, there have
been over 10 billion square meters of completed building construction, consuming
over 1.3 billion square meters of door and window frames. In 1995, 1.2 billion
square meters of residential housing were completed in China, requiring over 180
million square meters of door and window frames.
In 1996, the completed floor area of all types of construction
in China was approximately 1.625 billion square meters, of which about 750
million square meters were for construction in urban areas and about 875 million
square meters for construction in rural areas. For the area completed,
approximately 1.225 billion square meters were for residential purposes.
Based on the current industry norm, about 0.20 square meter of
window would be required for every square meter of building and housing floor
completed. This implies that the total annual consumption of windows in China is
over of 300 million square meters. As the result, China has a huge market for
windows.
Due to the enforcement of the forestry conservation policy in
China, use of wooden windows is prohibited in many areas. The use of steel
windows has been gradually discontinued because of their poor functionality and
poor insulation level. Aluminum windows have also many deficiencies, including
poor insulation, and therefore are not widely used in the Northern and coastal
areas in China. Plastic steel windows, the latest generation of window product
after aluminum, have the characteristics of good appearance, good insulation,
corrosion-resistance and vapor and waterproof. They are currently widely used
and have become the main window product in China.
Fiberglass windows have been recently introduced in China.
<PAGE>
They are the latest generation of windows in China. In comparison to plastic
steel windows, fiberglass windows are stronger, have a lower expansion
co-efficient, are more heat resistant, and are easier to clean. Fiberglass
windows also do not require steel reinforcement like plastic steel window and
their cost is competitive to that of plastic/steel windows. In 1998, we
commissioned a business feasibility study, and the following expectations are
derived from that report. We expect that the use of fiberglass windows will grow
rapidly in the future in China as China introduces increasingly stringent energy
conservation regulations. In fact, China recently introduced guidelines by the
Chinese government that set a target to reduce energy consumption of housing by
up to 50% within the next few years.
In rural areas, wooden windows are still used. However, with
the economic development and the increase in wealth among farmers, and with the
enforcement of forestry conservation policy, many rural areas have begun to use
more modern windows, such as plastic/steel and fiberglass windows.
Besides requiring over 300 million square meters of windows
for new construction in China, there is also a growing demand for windows in the
renovation market, as more and more consumers want to renovate their homes. It
is estimated that the total window market for both new constructions and
renovations in China is over 500 million square meters. This means the demand
for window frame materials, which include wood, steel, aluminum, plastic and
fiberglass, is about 5 million tonnes annually. To meet this demand would
require 1,000 factories with an average annual production output of 5,000
tonnes. The current annual production capacity of plastic window frames in China
is less than 300,000 tonnes. For fiberglass, the capacity is less than 50,000
tonnes. The central Chinese government has issued several directives demanding
the abolition, by year 2000, of the use of wood, steel, and aluminum as window
frame materials, while recommending the use of plastic and fiberglass materials.
An announcement from the Chinese government some time in the next couple of
months is anticipated that this directive is to become effective immediately.
With the intended abolition of the wood, steel, and aluminum window, there
exists a substantial growth potential for plastic and fiberglass windows. We
believe that with their superior quality and competitive pricing, fiberglass
windows will replace plastic windows in the future as the main window product in
China.
Marketing & Distribution
In pursuing its business strategy in China, we will initially
target the major urban centers, such as Beijing, Shanghai and Tianjin.
Currently, all these centers are experiencing massive building programs in both
commercial and residential sectors. Furthermore, these large centers are the
most developed and open to the adaptation of new technology or products. More
and more people in these centers are joining the middle class ranks and starting
to buy their own homes. Many of these middle income people are demanding and
accepting products of higher quality. We believe these large urban centers will
be the highest potential and acceptance for fiberglass window and door products.
<PAGE>
We intend to market our products through our own joint venture
marketing forces as well as through agents and state owned building materials
retail companies. Initially, we will focus our marketing efforts in those major
urban centers with strong housing construction activities.
Distribution will be by railway and truck transportation. All
large urban centers in China have a good network of rail and road systems.
Competition
Fiberglass window frames are a new building material for China
and there is currently little competition. The industry is in its initial
development stage and thus has a very short history. The fiberglass window frame
industry uses mostly domestic equipment and therefore, the quality of their
products is not very high. A few plants import foreign pulling equipment, but do
not have access to the latest technology. Thus their production is not
promising. There are two currently existing fiberglass window production plants
in China.
1. Yao Hua Yin Lai Fiber Glass Door and Window LTD.
Yao Hua Yin Lai Fiber Glass Door and Window LTD. is located in
the city of Qin Huang Dao, Hebei Province. This company imported Canadian
equipment and technology. It started to build its plant in March, 1999, and
plant is expected to be completed and to be in operation by late spring 2000.
The needed imported equipment is on the way and is expected to arrive in China
around April, 2000. Total investment for this project is 29,920,000.00 RMB
(approximately 3,605,000 US dollars). Annual production capacity of this plant
is 100,000 m2 of fiber glass. The floor space for the plant is 4000 m2 . The
investment also involved in building a small community in the surrounding plant
area with school & living quarters.
This plant is an equity joint venture between Chinese and
foreign companies. The Chinese investors own 75% of the interests in the joint
venture and the foreign party, a Canadian company, has 25% of the interests. The
two parties purchased all equipment together and they imported two pultrusion
machine production lines, 50 molds, a door and window assembly line and a
painting line.
This plant is the first plant of its kind in China that has
imported a complete set of Canadian equipment and technology. However, it is not
in operation yet. We cannot, as yet, tell their performance on the market. Our
research shows that the market for their products is fairly promising.
<PAGE>
2. Beijing Fang Shan Fiber Glass Plant.
Beijing Fang Shan Fiber Glass Plant is a cooperative company.
It has almost 200 employees and covers about 4 acres of land. The main product
of this plant is fiberglass water tanks. However, Beijing Fang Shan Fiber Glass
Plant has been planning to build a production facility for fiberglass doors and
windows since June, 1998. This plant invested 2,000,000.00 RMB (about 241,000 US
dollars) and bought 4 domestic pultrusion machines, equipment and molds. Its
annual production capacity is 70,000 m2 of fiberglass. After more than one year
in construction & installation, the plant was officially put into operation in
late1999. Beijing Dai Xing Jin Yuan Xiao Qu used 10,000 m2 of its fiberglass.
Users of their products have generally had good comments on their output.
Government regulation
Since this industry is involved with innovative building
material products and high technology manufacturing, all levels of the Chinese
government are encouraging its development. The central government also
introduced regulation to promote its use, therefore, any additional government
regulation is not expected to be a hindrance.
Furthermore, the industry is creating many new jobs for the
local economies, therefore, in some Chinese cities, there are many local tax
incentives available to attract these types of businesses into the city. Under
Chinese income tax regulations, a 33% income tax rate is normally applicable to
a Sino-foreign joint venture. A typical Sino-foreign joint venture of a
production nature is exempt from Chinese income tax for its first two profitable
years, and receive a 50% reduction in income taxes for the third to fifth years.
Any business in China is subjected to Chinese Law and
Regulation. From our past working experience in China, the attractiveness of a
Joint Venture with a Chinese Partner is that most of approval process will be
the responsibility of the prospective Chinese Partner.
Most of the Research and Development work is being carried out
in Canada currently. In the future, the joint venture Chinese Partners will be
involved in the in-depth marketing research.
The product improvement or the manufacturing process might be
done in China, but those activities are still three to five years away.
Employees
We currently have three full time employees of which three are
also executives & officers. Additional financing permitting, we intend to hire
up to five additional employees. None of our employees are represented by a
labor union. We believe that relations with our employees are good.
<PAGE>
Properties
Our facilities are located in approximately 500 square feet of leased
office space in Montreal and we share some office space in Beijing, China. The
lease in Montreal, which expired on March 31, 2000, provided for a monthly
rental of approximately $3,500.00 (which amount included secretarial support).
In China, Avic will share an office with another company. There is no lease
involved, but starting May 1, 2000, Avic has orally agreed to pay an annual fee
of approximately $12,000.00. We have only negligible costs relating to
environmental compliance laws.
Legal Proceedings
We are not involved in any material legal proceedings.
Management
Officers and Directors
Our officers and directors are as follows:
Name Age Position
Ms. Annette Shaw 47 President, Chief Executive Officer,
Director
Victor Sun 57 Director
Robert E. Cenon 41 Vice President
Ms. Annette Shaw, Director, CEO, and President
Ms. Shaw, one of our founders, has worked both in the private and
public sectors, and has held various management positions. In 1990, she
established the groundwork for this company by forming her own business to
develop and finance projects in the Far East. She has established strong and
close relationships with many contacts in both the private and government
sectors in China and Taiwan. This extensive experience and entrepreneurial
spirit is the basis for our development and potential implementation of joint
ventures and strategic partnerships. From 1997 to early 1999, she was the
Chairman and CEO of Sino-Canadian Resources Ltd., a non-reporting Bulletin Board
company. Ms. Shaw has a B.A. in Business Administration from University of
Windsor, Ontario, Canada in 1979.
<PAGE>
Victor Sun, Director
Victor Sun is one of our co-founders and is a Professional
Engineer with over 28 years of engineering and management experience. Mr. Sun
was with Lafarge Cement for 14 years, from August 1971 to September 1986, where
he directed the design of control and automation systems for all new and
rehabilitation projects. In the late 1970's, he initiated the cement consulting
market in China for Lafarge Consultants with the Fa Yuan project and established
a co-operative relationship with a major cement design and research institute in
China. He worked for Monenco Agra from Sept 1987 to August 1997 as the
instrumentation discipline engineer of the Hibernia Off Shore Platform Project.
His experience in developing business with China's cement industry dates back 18
years while being employed by Lafarge. Since helping establish the China Pacific
Industrial Corporation(CPIC) , a private investment company with holdings in
Canada and China, he has continued to establish relations with contacts in China
and has been instrumental in developing CPIC's potential joint venture projects.
Mr. Robert E. Cenon, Vice-President
Mr. Cenon has a degree in business communications from the University of East
Manila, Philippines. He began his career as a credit analyst for the State
Compensation Insurance Fund, in San Francisco office in 1987. He experienced and
worked in all major aspects of the insurance, investment and finance world over
the past thirteen years. His last three years have focused on performing the
duties of an Associate Information System Analyst for the State Compensation
Insurance Fund, where his duty involved technical support on all activities to
computer database, on-line products and Internet/Intranet website. He has
developed and used many contacts and relationships with investors and brings
this important and valuable resource to us.
Indemnification of Directors and Officers
Our By-Laws includes certain provisions permitted by the
Delaware General Corporation Act whereby our officers and directors are to be
indemnified to the maximum extent permitted by law. These provisions of the
By-Laws have no effect on any director's liability under Federal securities laws
or the availability of equitable remedies, for breach of fiduciary duty. We
believe that these provisions will facilitate our ability to continue to attract
and retain qualified individuals to serve as our directors and officers.
At present, there is no pending litigation or proceeding
involving any of our directors, officers, employee or agents where
indemnification might be required or permitted. We are unaware of any threatened
litigation or proceedings that might result in a claim for such indemnification.
<PAGE>
Compensation of Directors
Directors do not receive any compensation for their service as
members of the Board of Directors.
<PAGE>
Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth, as of March 31, 2000,
information regarding the beneficial ownership of our common stock based upon
the most recent information available to us for
o each person known by us to own beneficially more
than five (5%) percent of our outstanding common
stock,
o each of our officers and directors and
o all of our officers and directors as a group.
Each stockholder's address is c/o Avic Technologies Ltd., 445
St-Francis Xavier St., Montreal, Quebec H4X 2C9. Our telephone number is (514)
844-3510.
Number of
Shares Owned
Name Beneficially % of Total
Annette Shaw 4,500,000 38.72
Victor Sun 620,000 5.34
Robert E. Cenon 40,000 0.34
All directors and Officers
as a Group( 3 persons) 5,160,000 44.40
Executive compensation
From inception through the fiscal year ended December 31,
1999, no compensation was paid to any of our executive officers.
Employment Agreements
Outside of applicable provincial law governing employees,
there are no agreements currently in effect with any of our employees.
<PAGE>
Certain Relationships and Related transactions
There are no substantive related party transactions between us and any of our
officers and/or directors. Please see notes to the financial statements.
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities
Our By-Laws require us to indemnify any and all persons who
may serve or who have served at any time as directors or officers as well as
employees or agents, or who, at the request of the board of directors, may
serve, or at any time have served as directors, officers, employees or agents of
another corporation. Indemnification is required to the full extent permitted by
the General Corporation Law of Delaware as it may from time to time be amended.
Our By-Laws also require indemnification in the event of a
derivative claim of persons who were our officers, directors, employees or
agents or of another enterprise if the person was serving at the request of the
board of directors as an employee or agent of that enterprise. Indemnification
is also permitted as provided under Delaware law except in cases of gross
negligence or willful misconduct.
We may purchase and maintain insurance for the benefit of any
person as provided in our By-Laws and to the extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore unenforceable.
Description of Securities
Authorized and Outstanding Stock
Our authorized capital stock consists of 50,000,000 shares of
Common Stock, $.0001 par value. As of December 31, 1999, there were 11,621,000
shares of Common Stock outstanding, which were held by approximately 57
stockholders of record.
Common Stock
Subject to legal and contractual restrictions on payment of
<PAGE>
dividends, the holders of our common stock are entitled to receive such lawful
dividends as may be declared by the Board of Directors. In the event of our
liquidation, dissolution or winding up, the holders of shares of common stock
are entitled to receive all of our remaining assets available for distribution
to stockholders after satisfaction of all liabilities and preferences. Holders
of our common stock do not have any preemptive, conversion or redemption rights
and there are no sinking fund provisions applicable to our common stock. Record
holders of our common stock are entitled to vote at all meetings of stockholders
and at those meetings are entitled to cast one vote for each share of record
that they own on all matters on which stockholders may vote. Stockholders do not
have cumulative voting rights in the election of our directors. As a result, the
holders of a plurality of the outstanding shares can elect all of our directors,
and the holders of the remaining shares are not able to elect any of our
directors. All outstanding shares of common stock are fully paid and
non-assessable, and all shares of common stock to be offered and sold in this
offering will be fully paid and non-assessable.
Transfer Agent and Registrar
The stock transfer agent and registrar for our common stock is
Intercontinental Registry and Stock Transfer, located at 900 Buchanan Blvd # 1,
Boulder City, Nevada 89005-2100.
Dividend Policy
Under applicable law, dividends may only be paid out of
legally available funds as proscribed by a statute, subject to the discretion of
the board of directors. In addition, it is currently our policy to retain
internally generated funds to support future expansion of our business.
Accordingly, even if we do generate earnings, and even if we are not prohibited
from paying dividends, we do not currently intend to declare or pay cash
dividends on our common stock for the foreseeable future.
Shares Available for Future Sale
On the date of this Prospectus, all 7,411,000 shares included
in this Prospectus will generally be freely tradeable without restriction
imposed by, or further registration under, the Securities Act. An additional
4,210,000 shares of our common stock may be deemed "restricted securities," as
that term is defined under Rule 144 promulgated under the Securities Act. Such
shares may be sold to the public, subject to volume restrictions, as described
below. Commencing at various dates, these shares may be sold to the public
without any volume limitations.
In general, under Rule 144 as currently in effect, subject to
the satisfaction of certain other conditions, a person, including one of our
<PAGE>
affiliates, or persons whose shares are aggregated with affiliates, who has
owned restricted shares of common stock beneficially for at least one year is
entitled to sell, within any three-month period, a number of shares that does
not exceed 1% of the total number of outstanding shares of the same class. In
the event our shares are sold on an exchange or are reported on the automated
quotation system of a registered securities association, you could sell during
any three-month period the greater of such 1% amount or the average weekly
trading volume as reported for the four calendar weeks preceding the date on
which notice of your sale is filed with the SEC. Sales under Rule 144 are also
subject to certain manner of sale provisions, notice requirements and the
availability of current public information about us. A person who has not been
one of our affiliates for at least the three months immediately preceding the
sale and who has beneficially owned shares of common stock for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above.
You should note that we anticipate that our shares of common
stock will initially be included for quotation on the OTC Bulletin Board.
Pursuant to SEC regulations, the OTC Bulletin Board is not considered an
"automated quotation system of a registered securities association" and Rule 144
will only permit sales of up to 1% of the outstanding shares during any three
month period.
Plan of Distribution
The sale of the shares of common stock by the selling
stockholders may be effected by them from time to time in the over the counter
market or in such other public forum where our shares are publicly traded or
listed for quotation. These sales may be made in negotiated transactions through
the timing of options on the shares, or through a combination of such methods of
sale, at fixed prices, which may be charged at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The selling stockholders may effect such transactions by
selling the shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of the shares for which such
broker-dealer may act as agent or to whom they sell as principal, or both. The
compensation as to a particular broker-dealer may be in excess of customary
compensation.
The selling stockholders and any broker-dealers who act in
connection with the sale of the shares hereunder may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act, and any
commissions received by them and any profit on any sale of the shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act.
<PAGE>
Selling Stockholders
We are registering
o shares of common stock purchased by investors in our 1999
private placement offerings, and
o a portion of the shares of common stock owned by our
founders.
Other than the costs of preparing this Prospectus and a
registration fee to the SEC, we are not paying any costs relating to the sales
by the selling stockholders. Each of the selling stockholders, or their
transferees, and intermediaries to whom such securities may be sold may be
deemed to be an "underwriter" of the common stock offered hereby, as that term
is defined under the Securities Act. Each of the selling stockholders, or their
transferees, may sell these shares from time to time for his own account in the
open market at the prices prevailing therein, or in individually negotiated
transactions at such prices as may be agreed upon. The net proceeds from the
sale of these shares by the selling stockholders will inure entirely to their
benefit and not to that of us.
Except as indicated below, none of the selling stockholders
has held any position or office, or had any material relationship with us or any
of our predecessors or affiliates within the last three years, and after
completion of this offering will own the amount of our outstanding common stock
listed opposite their name. The shares reflected by each selling stockholder is
based upon information provided to us by our transfer agent and from other
available sources in December 1999.
These shares may be offered for sale from time to time in regular
brokerage transactions in the over-the-counter market, or, either directly or
through brokers or to dealers, or in private sales or negotiated transactions,
or otherwise, at prices related to the then prevailing market prices. Thus, they
may be required to deliver a current prospectus in connection with the offer or
sale of their shares. In the absence of a current prospectus, if required, these
shares may not be sold publicly without restriction unless held by a
non-affiliate for two years, or after one year subject to volume limitations and
satisfaction of other conditions. The selling stockholders are hereby advised
that Regulation M of the General Rules and Regulations promulgated under the
Securities Exchange Act of 1934 will be applicable to their sales of these
shares. These rules contain various prohibitions against trading by persons
interested in a distribution and against so-called "stabilization" activities.
The selling stockholders, or their transferees, might be
deemed to be "underwriters" within the meaning of Section 2(11) of the Act and
<PAGE>
any profit on the resale of these shares as principal might be deemed to be
underwriting discounts and commissions under the Act. Any sale of these shares
by selling shareholders, or their transferees, through broker-dealers may cause
the broker-dealers to be considered as participating in a distribution and
subject to Regulation M promulgated under the Securities Exchange Act of 1934,
as amended. If any such transaction were a "distribution" for purposes of Rule
10b-6, then such broker-dealers might be required to cease making a market in
our equity securities for either two or nine trading days prior to, and until
the completion of, such activity.
<TABLE>
<S> <C> <C> <C>
Shares Beneficially Owned
Before After
Name of Selling Security Holder Offering Offering Offering
-------------------------------------------------------
Annette Shaw 4,500,000 500,000 4,000,000
Robert E. Cenon 40,000 30,000 10,000
Victor I. H. Sun 620,000 420,000 200,000
Alan Chan 500,000 500,000 0
C.P. Lee 250,000 250,000 0
Janet Lee 250,000 250,000 0
Ed Tam 125,000 125,000 0
Gerry Peacock 75,000 75,000 0
Norman Kwong 250,000 250,000 0
Bradly Kwong 250,000 250,000 0
Dennis Nikirk 200,000 200,000 0
Francis Leong 250,000 250,000 0
Louis H. Ladouceur 250,000 250,000 0
Mei Yueh Chou 475,000 475,000 0
David Amsel 150,000 150,000 0
Yik Ching Sun 250,000 250,000 0
Hong Gang 240,000 240,000 0
1688 Investissement Inc. 330,000 330,000 0
Brian Riordan 10,000 10,000 0
Yaohua Wang 15,000 15,000 0
Easter Kwong 10,000 10,000 0
Kenneth Wong 10,000 10,000 0
Lily Tu 10,000 10,000 0
Chang Yu Shao 100,000 100,000 0
Solomon Bierbrier 34,000 34,000 0
Zaven Darakjian 20,000 20,000 0
324966 Alberta Ltd. 35,000 35,000 0
Walter Wlasenko 10,000 10,000 0
Jia Ming Liu 20,000 20,000 0
Charles S.M. Mak 20,000 20,000 0
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Asia Internet Inc. 320,000 320,000 0
Michael L. Pang 10,000 10,000 0
Claude Filion 50,000 50,000 0
Dr. Mauice Houde 50,000 50,000 0
Cielo D. Cenon 10,000 10,000 0
Gordon Ching 20,000 20,000 0
Samson Lau 10,000 10,000 0
George Ching 10,000 10,000 0
Elisa Ching 10,000 10,000 0
Stephen T. Minamide 10,000 10,000 0
Alan Riendeau 12,000 12,000 0
A. Chan & Associate 288,000 288,000 0
Kit Chan 20,000 20,000 0
Stephanie Ho Lem 5,000 5,000 0
Winnie Shih 210,000 210,000 0
Dynamic Concept Investment Ltd. 235,000 235,000 0
Olivia De Santos 10,000 10,000 0
TTY Systems Inc. 300,000 300,000 0
Douglas C. Tom 10,000 10,000 0
Andre Labranche 10,000 10,000 0
Maryse Leblond 20,000 20,000 0
Sun Consultant Inc. 180,000 180,000 0
Yik Yiu Sun 225,000 225,000 0
Patricia Medina 124,000 124,000 0
Ron Guttman 25,000 25,000 0
Chou Chin Lung 148,000 148,000 0
TOTALS: 11,621,000 7,411,000 4,210,000
</TABLE>
Legal Matters
Certain legal matters in connection with this offering are
being passed upon by the law firm of Heller, Horowitz & Feit, P.C., New York,
New York.
Experts
Our audited financial statements as of December 31, 1999 and for the
fiscal period then ended are included herein and in the registration statement
in reliance upon the report of Kingery, Crouse & Hohl, an independent certified
public accounting firm, appearing elsewhere herein, and upon the authority of
said firm as experts in accounting and auditing.
<PAGE>
Available Information
Commencing on the date of this prospectus, we will be subject
to the information requirements of the Securities Exchange Act of 1934, as
amended. This Act requires us to file reports, proxy statements and other
information with the Securities and Exchange Commission. Copies of the reports,
proxy statements and other information we file can be inspected at the
Headquarters Office of the Securities and Exchange Commission located at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at certain of its
regional offices at the following addresses:
o 7 World Trade Center, 13th Floor, New York, New York 10048;
and
o 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of the material we file may be obtained from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. at prescribed rates. The Public Reference Room can be reached
at (202) 942-8090. The Commission also maintains a web site that contains
reports, proxy and information statements and other information regarding us.
This material can be found at http://www.sec.gov.
<PAGE>
AVIC TECHNOLOGIES LTD.
(A Development Stage Enterprise)
TABLE OF CONTENTS
Pages
Independent Auditors' Report F-2
<PAGE>
Financial Statements as of and for the period March 4, 1999
(date of incorporation) to December 31, 1999:
Balance Sheet F-3
------
Statement of Operations F-4
Statement of Stockholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
<PAGE>
[Letterhead of Kingery, Crouse & Hohl, P.A]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Avic Technologies Ltd.:
We have audited the accompanying balance sheet of Avic Technologies Ltd. (the
"Company"), a development stage enterprise, as of December 31, 1999, and the
related statements of operations, stockholders' equity and cash flows for the
period March 4, 1999 (date of incorporation) to December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
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 the disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as the overall financial statement presentation. We
believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
1999, and the results of its operations and its cash flows for the period March
4, 1999 (date of incorporation) to December 31, 1999 in conformity with
accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. As of the date of these financial statements
there is no assurance that the Company will be successful in its efforts to
raise the necessary capital to commence its planned principal operations and/or
implement its business plan. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are described in Note B. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
.
Kingery, Crouse & Hohl, P.A.
April 20, 2000
Tampa, Florida
F-2
<PAGE>
AVIC TECHNOLOGIES LTD.
(A Development Stage Enterprise)
BALANCE SHEET AS OF DECEMBER 31, 1999
ASSETS
Cash $ 109,900
Note Receivable 15,000
--------------
TOTAL $ 124,900
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES- Due to stockholder $ 2,500
--------------
STOCKHOLDERS' EQUITY:
Common stock - $.0001 par value: 50,000,000 shares
authorized; 11,621,000 shares issued and outstanding 1,162
Additional paid-in capital 316,549
Subscription receivable (2,980)
Deficit accumulated during the development stage (192,331)
--------------
Total stockholders' equity 122,400
--------------
TOTAL $ 124,900
==============
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
F-3
<PAGE>
AVIC TECHNOLOGIES LTD.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
for the period March 4, 1999 (date of incorporation)
to December 31, 1999
- --------------------------------------------------------------------------------
EXPENSES (substantially all related party):
Consulting fees $ 64,000
Professional fees 48,052
Website design 32,000
Rent 31,500
Other 16,779
-------------
NET LOSS $ 192,331
=============
NET LOSS PER SHARE:
Basic and diluted $ .02
=============
Weighted average number of shares - basic and diluted 11,621,000
=============
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
F-4
<PAGE>
AVIC TECHNOLOGIES LTD.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period March 4, 1999 (date of incorporation)
to December 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Subscription Development
Shares Value Capital Receivable Stage Total
------------- ----------- -------------- ---------------- --------------- ----------
Balances, March 4, 1999
(date of incorporation) 0 $ 0 $ 0 $ 0 $ 0 $ 0
Proceeds from the issuance of common stock:
At $.0001 per share 8,000,000 800 800
At $.10 per share 2,778,000 278 277,522 (2,980) 274,820
Stock issuance costs (45,189) (45,189)
Issuance of common stock in
exchange for services rendered 843,000 84 84,216 84,300
Net loss for the period,
March 4, 1999 (date of
incorporation) to December
31, 1999 (192,331) (192,331)
------------- ----------- -------------- ---------------- --------------- -----------
Balances, December 31, 1999 11,621,000 $ 1,162 $ 316,549 $ (2,980) $(192,331) $ 122,400
============= =========== ============== ================ =============== ============
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-5
<PAGE>
AVIC TECHNOLOGIES LTD.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
for the period March 4, 1999 (date of incorporation)
to December 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (192,331)
Adjustments to reconcile net loss to net cash used in operating
activities - non cash compensation 84,300
-------------
NET CASH USED BY OPERATING ACTIVITIES (108,031)
-------------
CASH FLOWS FROM INVESTING ACTIVITIES-
Loan made (25,000)
Repayment of loan 10,000
-------------
NET CASH USED BY INVESTING ACTIVITIES (15,000)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from stockholder 2,500
Cash paid for stock issuance costs (45,189)
Proceeds from the issuance of common stock 275,620
-------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 232,931
-------------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 109,900
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 0
-------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 109,900
=============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 0
=============
Taxes paid $ 0
=============
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-6
<PAGE>
AVIC TECHNOLOGIES LTD.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
Avic Technologies Ltd., Inc. (the "Company") was incorporated under the laws of
the state of Delaware on March 4, 1999. The Company, which is considered to be
in the development stage as defined in Financial Accounting Standards Board
Statement No. 7, intends to participate in the building industry in China and
other parts of Asia by offering consulting services to contractors, and by
establishing joint ventures for the production and marketing of fiberglass
window frames. The planned principal operations of the Company have not
commenced, therefore accounting policies and procedures have not yet been
established.
Use of Estimates
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements. The
reported amounts of revenues and expenses during the reporting period may be
affected by the estimates and assumptions management is required to make. Actual
results could differ significantly from those estimates.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has incurred a net
loss of approximately $192,000 for the period March 4, 1999 (date of
incorporation) to December 31, 1999, anticipates incurring continuing losses and
will require a significant amount of capital to commence its planned principal
operations and proceed with its business plan. Accordingly, the Company's
ability to continue as a going concern is dependent upon its ability to secure
an adequate amount of capital to finance its operations and planned principal
operations. The Company hopes to secure additional financing, however there is
no assurance that they will be successful in their efforts to raise capital.
These factors among others may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
F-7
<PAGE>
NOTE C - CONCENTRATION OF CREDIT RISK
The Company maintains substantially all of its cash and cash equivalents at one
Canadian insured institution, which has a maximum insurance limit of $60,000.
Accordingly, at December 31, 1999, the Company's uninsured cash balances
approximated $50,000.
NOTE D - NOTE RECEIVABLE
In 1999, the Company loaned $25,000 to an unrelated entity. The note, which has
a remaining balance of $15,000 at December 31, 1999, is non-interest bearing,
unsecured, due on demand and requires the borrower to issue 10,000 shares of its
common stock to the Company. No value has been ascribed to these shares in the
accompanying financial statements because of the uncertainty as to any future
realization.
NOTE E - INCOME TAXES
During the period March 4, 1999 (date of incorporation) to December 31, 1999,
the Company recognized losses for both financial and tax reporting purposes.
Accordingly, no deferred taxes have been provided for in the accompanying
statement of operations.
At December 31, 1999, the Company had a net operating loss carryforward of
approximately $190,000 for income tax purposes. The carryforward will be
available to offset future taxable income through the year ended December 31,
2019. The deferred income tax asset arising from this net operating loss
carryforward is not recorded in the accompanying balance sheet because the
Company established a valuation allowance to fully reserve such asset as its
realization did not meet the required asset recognition standard established by
SFAS 109.
NOTE F - LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No. 128
"Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98
("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of common shares outstanding during
the period. Diluted net loss per share is computed by dividing the net loss for
the period by the number of common and common equivalent shares outstanding
during the period. As of December 31, 1999, there were no common equivalent
shares outstanding.
NOTE G - PROPOSED COMMON STOCK OFFERING
The Company intends to file a registration statement which will enable various
shareholders to sell 7,411,000 shares of the common stock they own in the
Company (the Company will not receive any part of the proceeds from the sale of
any of these shares). The Company has agreed to pay all expenses associated with
the registration of the shares and the printing of the prospectus. Management
anticipates that the ultimate total
F-8
<PAGE>
expense paid for the selling stockholders under this arrangement will
approximate $59,000.
NOTE H - OTHER RELATED PARTY TRANSACTIONS
The Company leases its office space and secretarial support from an entity owned
by one of its shareholders under a lease agreement, which required monthly
payments of $3,500 through March 31, 2000. Total rent paid under this agreement
during the period March 4, 1999 to December 31, 1999 was $31,500; such amount is
reflected as Rent Expense in the accompanying statement of operations.
During the period March 4, 1999 (date of incorporation) to December 31, 1999,
the Company issued 843,000 shares of its common stock as consideration for the
following services which were provided by entities in which various stockholders
have ownership interests:
<TABLE>
<S> <C> <C>
Description of Service Value of Service Shares Issued
Website Design $32,000 320,000
Equipment Appraisal 28,800 288,000
Search for Joint Venture Partners 23,500 235,000
------ -------
Totals $84,300 843,000
======= =======
</TABLE>
The value of these services has been included in various expenses in the
accompanying statement of operations.
During the period March 4, 1999 (date of incorporation) to December 31, 1999,
the Company paid $38,500 for certain consulting services to an entity owned by a
family member of one of the Company's directors and stockholders. Such amount
has been included in Consulting Fees in the accompanying statement of
operations.
In connection with a Regulation S offering, the Company paid fees of
approximately $36,000 to a company partially owned by a spouse of one of the
Company's directors and stockholders. Because the costs related to the sale of
the Company's stock, they have been reflected as a reduction of stockholders'
equity in the accompanying financial statements.
No amounts have been ascribed to services provided by the Company's stockholders
and officers in the accompanying statement of operations. The value of these
services was not significant during the period March 4, 1999 (date of
incorporation) to December 31, 1999.
NOTE I - LETTER OF INTENT
The Company has entered a letter of intent with a Chinese company to establish a
joint venture for the purpose of producing fiberglass window and doorframes.
Pursuant to terms of the letter of intent, the Company has agreed to fund
approximately $506,000 (or 60%) of the total anticipated investment cost. Of
this amount, approximately $217,000 is anticipated to be funded through a loan
that the Company has agreed to arrange on the joint venture's behalf. The joint
venture is anticipated to have a life of 20 years, and both of the venturers
have agreed to shoulder the risks jointly.
F-9
<PAGE>
F-9
<PAGE>
<TABLE>
<S> <C>
You should only rely on the information
contained in this document or other
information that we refer you to.
We have not authorized anyone to provide you
with any other information that is different.
You should note that even though
you received a copy of
this Prospectus, there may have been changes in our 7,411,000 Shares of Common Stock
affairs since the date of this Prospectus. This
Prospectus does not constitute an offer to sell
securities in any jurisdiction in which such offer
or solicitation is not authorized
AVIC TECHNOLOGIES LTD.
TABLE OF CONTENTS PAGE
Risk Factors 2
Special Note Regarding
Forward-Looking Statements 7 PROSPECTUS
Summary Historical Financial
Information 8
Plan of Operations 9
Use of Proceeds 12
Business 13
Management 20
Security Ownership of Certain
Beneficial Owners and Management 22
Executive Compensation 22
Certain Relationships and
Related Transactions 23
Disclosure of Commission Position
on Indemnification for Securities
Act Liability 23
Description of Securities 23
Plan of Distribution 25
Selling Stockholders 26
Legal Matters 28
Experts 28
Available Information 29
Index to Financial Statements F-
</TABLE>
<PAGE>
_____________ , 2000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following statement sets forth the estimated expenses in
connection with the offering described in the Registration Statement, all of
which will be borne by the Registrant.
Securities and Exchange Commission Fee........... $ 196
Accountants' Fees................................................ $ 12,000
Legal Fees....................................................... $ 20,000
Company's Administrative Expenses.................... $ 20,000
Printing and engraving........................................ $ 5,000
Miscellaneous................................................. $ 2,804
TOTAL $ 60,000
Item 14. Indemnification of Directors and Officers.
Our By-Laws includes certain provisions permitted pursuant by
the Delaware General Corporation Act whereby our officers and directors are to
be indemnified against certain liabilities. These provisions of the By-Laws have
no effect on any director's liability under Federal securities laws or the
availability of equitable remedies, for breach of fiduciary duty. We believe
that these provisions will facilitate our ability to continue to attract and
retain qualified individuals to serve as our directors and officers.
At present, there is no pending litigation or proceeding
involving any of our directors, officers, employee or agents where
indemnification might be required or permitted. We are unaware of any threatened
litigation or proceeding that might result in a claim for such indemnification.
The Registrant may also purchase and maintain insurance for
the benefit of any director or officer which may cover claims for which the
Registrant could not indemnify such persons.
Item 15. Recent Sales of Unregistered Securities
<PAGE>
In March 1999, Registrant sold an aggregate of 8,000,000
shares at par value. All of shares were restricted and were issued pursuant to
the exemption from registration contained in Regulation S and Regulation D, Rule
506.
Between May 1, 1999 and December 31, 1999, Registrant sold
3,621,000 common shares, at a price of $0.10 per share. The Shares were sold
pursuant to the exemptions from registration contained in Regulation S.
Item 16. Exhibits and Financial Statements Schedules.
3.1 Certificate of Incorporation
3.2 By-Laws
4.1 Specimen Common Stock Certificate
5 Opinion of Heller, Horowitz & Feit, P.C.
23.1 Consent of Heller, Horowitz & Feit, P.C.
(included in the Opinion filed as Exhibit 5)
23.2 Consent of Kingery, Crouse & Hohl, C.P.A.
27 Financial Data Schedule
Item 17. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or
events which, individually or together, represent a fundamental change in the
information in the registration statement; and notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) Include any material information with
respect to the plan of distribution not previously disclosed in the
<PAGE>
registration statement or any material change to such information in the
registration statement provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(iv) Include any additional or changed
material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and has authorized this
registration statement or amendment to be signed on its behalf by the
undersigned, in the City of Montreal on the _____ day of May 2000.
AVIC TECHNOLOGIES LTD.
By:
Annette Shaw, President and CEO
In accordance with the requirements of the Securities Act,
this registration statement or amendment was signed by the following persons in
the capacities and on the dates stated:
Signature Title Date
Ms Annette Shaw President, Chief May ___, 2000
Executive Officer
and Director
Victor J.H. Sun Director May ___, 2000
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
AVIC TECHNOLOGIES LTD.
FIRST: The name of this corporation shall be:
AVIC TECHNOLOGIES LTD.
SECOND: Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is THE COMPANY CORPORATION.
THIRD: The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
Fifty Million (50,000,000) shares with a par value of One Tenth of One
Mil ($0.0001) per share, amounting to Five Thousand Dollars ($5,000).
FIFTH: The name and mailing address of the incorporator is as follows:
Elaine Phaneuf
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate of
incorporation this fourth day of March, A.D. 1999.
______________________________
Elaine Phaneuf
Incorporator
EXHIBIT 3.2
BY-LAWS
OF
AVIC TECHNOLOGIES LTD.
(A Delaware Corporation)
ARTICLE I
OFFICES
1. OFFICE.
The registered office of the corporation shall be located in the State
of Delaware, County of New Castle, City of Wilmington, and the name of the
registered agent at such office shall be The Company Corporation.
2. ADDITIONAL OFFICES.
The corporation may also have offices and places of business at such
other places, within or without the State of Delaware, as the Board of Directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
STOCKHOLDERS
1. CERTIFICATES REPRESENTING SHARES.
Certificates representing shares shall set forth thereon the statements
prescribed by any applicable provision of law and shall be signed by the
Chairman of the Board of Directors, President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
and may be sealed with the corporate seal or a facsimile thereof. The signature
of the officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
corporation itself or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.
A Certificate representing shares shall not be issued until the full
amount of consideration therefor has been paid except as the General Corporation
Law may otherwise permit.
No Certificate representing shares shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on production
of such evidence of such loss, destruction or theft and on delivery to the
<PAGE>
corporation, if the Board of Directors shall so require, of a bond of indemnity
in such amount, upon such terms and secured by such surety as the Board of
Directors may in its discretion require.
2. FRACTIONAL SHARE INTERESTS.
The corporation may issue certificates for fractions of a share where
necessary to effect transactions authorized by the General Corporation Law which
shall entitle the holder in proportion to his fractional holdings, to exercise
voting rights, receive dividends and participate in liquidating distributions;
or it may pay in cash the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may issue scrip
in registered or bearer form over the manual or facsimile signature of an
officer of the corporation or of its agent, exchangeable as therein provided for
full shares, but such scrip shall not entitle the holder to any rights of a
stockholder except as therein provided.
3. SHARE TRANSFERS.
Upon compliance with provisions restricting the transferability of
shares, if any, transfers of shares of the corporation shall be made only on the
share record of the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Secretary of the corporation or with a transfer agent or a registrar, if
any, and on surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes due thereon.
4. RECORD DATE FOR STOCKHOLDERS.
For the purpose of determining the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining stockholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
directors may fix, in advance, a date as the record date for any such
determination of stockholders. Such date shall not be more than sixty days nor
less than ten days before the date of such meeting, nor more than sixty days
prior to any other action. If no record date is fixed, the record date for the
determination of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held; the record date for determining stockholders for
any other purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders has been made as provided in this paragraph, such determination
shall apply to any adjournment thereof, unless the directors fix a new record
date under this paragraph for the adjourned meeting.
MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "stockholder" or "stockholders"
refers to an outstanding share or shares and to a holder or holders of record of
<PAGE>
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the Certificate of Incorporation confers such rights
where there are two or more classes or series of shares or upon which or upon
whom the General Corporation Law confers such rights notwithstanding that the
Certificate of Incorporation may provide for more than one class or series of
shares, one or more of which are limited or denied such rights thereunder.
5. MEETINGS.
TIME. The annual meeting shall be held on the date fixed, from time to
time, by the directors, provided, that each successive annual meeting shall be
held on a date within thirteen months after the date of the preceding annual
meeting. A special meeting shall be held on the date fixed by the directors
except when the General Corporation Law confers the right to fix the date upon
stockholders.
PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, or, whenever
stockholders entitled to call a special meeting shall call the same, the meeting
shall be held at the office of the corporation in the State of Delaware.
CALL. Annual meetings may be called by the directors or by any officer
instructed by the directors to call the meeting or by the President. Special
meetings may be called in like manner except when the directors are required by
the General Corporation Law to call a meeting, or except when the stockholders
are entitled by said Law to demand the call of a meeting.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The notice of all
meetings shall be in writing, shall state the place, date, and hour of the
meeting, and shall state the name and capacity of the person issuing the same.
The notice for a special meeting shall indicate that it is being issued by or at
the direction of the person or persons calling the meeting. The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state the
purpose or purposes for which the meeting is called. If any action is proposed
to be taken which would, if taken, entitle stockholders to receive payment for
their shares, the notice shall include a statement of that purpose and to that
effect. Except as otherwise provided by the General Corporation Law, a copy of
the notice of any meeting shall be given, personally or by first class mail, not
less than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived, to
each stockholder at his record address or at such other address which he may
have furnished by notice in writing to the Secretary of the corporation. If a
meeting is adjourned to another time or place, and if any announcement of the
adjourned time or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the directors, after adjournment,
fix a new record date for the adjourned meeting. Notice of a meeting need not be
given to any stockholder who submits a signed waiver of notice, in person or by
proxy, before or after the meeting. The attendance of a stockholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting shall constitute a waiver of
notice by him.
<PAGE>
STOCKHOLDER LIST. There shall be prepared and made, at least ten days
before every meeting of stockholders, a complete list of the stockholders,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by this section or the books of the
corporation, or to vote at any meeting of stockholders.
CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by any one of the following officers--the Chairman of the Board, if any, the
President, a Vice President, or, if none of the foregoing is in office and
present, by a chairman to be chosen by the stockholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as Secretary
of the meeting, but if neither the Secretary nor Assistant Secretary is present,
the chairman of the meeting shall appoint a Secretary of the meeting.
PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy
shall be valid after the expiration of three years from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the stockholder executing it, except as otherwise provided by the General
Corporation Law.
INSPECTORS OF ELECTION. The directors, in advance of any meeting, may
appoint one or more inspectors to act at the meeting or any adjournment thereof.
If inspectors are not so appointed, the person presiding at the meeting may,
and, on the request of any stockholder shall, appoint one or more inspectors. In
case any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or at the meeting by
the person presiding thereat. Each inspector, if any, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability. The inspectors, if any, shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result and do such acts as are proper
to conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting or any stockholder entitled to vote thereat,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by them and execute a certificate of
any fact found by him or them.
<PAGE>
QUORUM. Except as the General Corporation Law and these By-Laws may
otherwise provide, the holders of a majority of the outstanding shares shall
constitute a quorum at a meeting of stockholders for the transaction of any
business. When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders. The stockholders present may
adjourn the meeting despite the absence of a quorum.
VOTING. Each share shall entitle the holder thereof to one vote. In the
election of directors, a plurality of the votes cast shall elect. Any other
action shall be authorized by a majority of the votes cast except where the
Certificate of Incorporation or the General Corporation Law prescribe a
different proportion of votes.
6. STOCKHOLDER ACTION WITHOUT MEETINGS.
Any action required to be taken, or any action which may be taken, at
any annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of the
outstanding stock having not less than one-half (1/2) of the votes entitled to
vote thereon had there been an actual meeting and they were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing and shall be delivered to the corporation by delivery to
its registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.
ARTICLE III
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITIONS.
The business of the corporation shall be managed by its Board of
Directors. The word "director" means any member of the Board of Directors. The
use of the phrase "entire board" herein refers to the total number of directors
which the corporation would have if there were no vacancies.
<PAGE>
2. QUALIFICATIONS AND NUMBER.
Each director shall be at least eighteen years of age. A director need
not be a stockholder, a citizen of the United States, or a resident of the State
of Delaware.
The initial Board of Directors shall consist of two (2) people.
Thereafter, the number of directors constituting the entire board may be fixed
from time to time by action of the directors or of the stockholders. The number
of directors may be increased or decreased by action of directors or
stockholders, provided that any action of the directors to effect such increase
or decrease shall require the vote of a majority of the entire board. No
decrease shall shorten the term of any incumbent directors.
3. ELECTION AND TERM.
Directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors have been elected and qualified. In the interim
between annual meetings of stockholders or of special meetings of stockholders
called for the election of directors, newly created directorships and any
vacancies in the Board of Directors, including vacancies resulting from the
removal of directors for cause or without cause, may be filled by the vote of
the remaining directors then in office, although less than a quorum exists.
4. MEETINGS.
TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
PLACE. Meetings shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.
CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or
the President, or of a majority of the directors in office. A regular meeting
should be held quarterly.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written, oral
or any other mode of notice of the time and place of special meetings shall be
given to each director twenty-four hours prior to the meeting. The notice of any
meeting need not specify the purpose of the meeting. Any requirement of
furnishing a notice shall be waived by any director who signs a waiver of notice
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him.
<PAGE>
QUORUM AND ACTION. A majority of the entire Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board. A majority of
the directors present, whether or not a quorum is present, may adjourn a meeting
to another time and place. Except as otherwise provided herein or in any
applicable provision of law, the vote of a majority of the directors present at
the time of the vote at a meeting of the Board, if a quorum is present at such
time, shall be the action of the Board.
CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present, shall preside at all meetings. Otherwise, the President, if present, or
any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause or without cause
by the stockholders.
6. COMMITTEES OF DIRECTORS.
The Board of Directors may, by resolution passed by a majority of the
entire Board, designate from their number one or more directors to constitute an
Executive Committee which shall possess and may exercise all the powers and
authority of the Board of Directors in the management of the affairs of the
corporation between meetings of the Board (except to the extent prohibited by
applicable provisions of the General Corporation Law), and/or such other
committee or committees, which, to the extent provided in the resolution, 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 determined from time to time
by resolution adopted by the Board of Directors. All such committees shall serve
at the pleasure of the Board. Each committee shall keep regular minutes of its
meetings and report the me to the Board of Directors when required.
7. CONFERENCE TELEPHONE.
Any one or more members of the Board of Directors or any committee
thereof may participate in a meeting of such Board or committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Such
participation shall constitute presence in person at such meeting.
8. ACTION IN WRITING.
Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board or the committee, as the case may be, consent in
writing to the adoption of a resolution authorizing the action, and the
resolution and the written consents thereto are filed with the minutes of the
proceedings of the Board or committee.
<PAGE>
ARTICLE IV
OFFICERS
1. EXECUTIVE OFFICERS.
The directors may elect or appoint a Chairman of the Board of
Directors, a President, one or more Vice Presidents (one or more of whom may be
denominated "Executive Vice President"), a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
officers as they may determine. Any two or more offices may be held by the same
person.
2. TERM OF OFFICE; REMOVAL.
Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next meeting of stockholders and until his successor has been
elected and qualified. The Board of Directors may remove any officer for cause
or without cause.
3. AUTHORITY AND DUTIES.
All officers, as between themselves and the corporation, shall have
such authority and perform such duties in the management of the corporation as
may be provided in these By-Laws, or, to the extent not so provided, by the
Board of Directors.
4. THE PRESIDENT.
The President shall be the chief executive officer of the corporation.
Subject to the direction and control of the Board of Directors, he shall be in
general charge of the business and affairs of the corporation.
5. VICE PRESIDENTS.
Any Vice President that may have been appointed, in the absence or
disability of the President shall perform the duties and exercise the power of
the President, in the order of their seniority, and shall perform such other
duties as the Board of Directors shall prescribe.
6. THE SECRETARY.
The Secretary shall keep in safe custody the seal of the corporation
and affix it to any instrument when authorized by the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors.
<PAGE>
7. THE TREASURER.
The Treasurer shall have the care and custody of the corporate funds,
and other valuable effects, including securities, and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board, or whenever they may require it, an
account of all his transactions as Treasurer and of the financial condition of
the corporation. If required by the Board of Directors, the Treasurer shall give
the corporation a bond for such term, in such sum and with such surety or
sureties as shall be satisfactory to the Board for the faithful performance of
the duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
ARTICLE V
BOOKS AND RECORDS
The books of the corporation may be kept within or without the State of
Delaware, at such place or places as the Board of Directors may, from time to
time, determine. Any of the foregoing books, minutes, or records may be in
written form or in any other form capable of being converted into written form
within a reasonable time.
ARTICLE VI
CORPORATE SEAL
The corporate seal, if any, shall be in such form as the Board of
Directors shall prescribe.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be as fixed by the Board of
Directors.
ARTICLE VIII
CONTROL OVER BY-LAWS
The stockholders entitled to vote in the election of directors or the
directors may amend or repeal the By-Laws and may adopt new By-Laws.
<PAGE>
ARTICLE IX
INDEMNITY
Any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action, suit or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) 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, join venture, trust or other enterprise
(including employee benefit plans) (hereinafter an "indemnitee"), shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification than
permitted prior thereto), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such indemnitee in connection with such action, suit or proceeding, if the
indemnitee 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 such
conduct was unlawful. The termination of the proceeding, whether by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create 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, had reasonable cause to believe such conduct was
unlawful.
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 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 (including employee benefit plans) shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification than permitted prior thereto),
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court in which such suit or action was
brought, shall determine upon application, that despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
shall deem proper.
All reasonable expenses incurred by or on behalf of the indemnitee in
connection with any suit, action or proceeding, may be advanced to the
indemnitee by the corporation.
<PAGE>
The rights to indemnification and to advancement of expenses conferred
in this section shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, the certificate of incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
The indemnification and advancement of expenses provided by this
section 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 a person.
If any provision of this Article is determined to be unenforceable in
whole or in part, such provision shall nonetheless be enforced to the fullest
extent permissible it being the intent of this Article to provide
indemnification to all persons eligible hereunder to the fullest extent
permitted under law. Accordingly, if the law is changed in any way, whether by
act of the Legislature or by a court, these provisions shall be deemed amended
to include such changes.
EXHIBIT 4
FORM COMMON STOCK CERTIFICATE
AVIC Technologies Ltd.
Incorporated under the Laws of the State of Delaware
Authorized Capital Stock 50,000,000 Shares
Par Value $0.0001
No. Shares
CUSIP 05367S 10 4
THIS CERTIFIES THAT IS THE OWNER OF
Fully paid and non-assessable shares of AVIC Technologies Ltd.
Common Stock
transferable only on the books of the Corporation, in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation and the
Bylaws of this Corporation, and all amendments thereto, copies of which are on
file at the principal office of this Corporation. In Witness Whereof, the said
Corporation has caused this Certificate to be signed by the facsimile signatures
of its duly authorized officers and to be sealed with the facsimile seal of this
Corporation. This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
Dated:
[SEAL]
/s/ /s/
President Secretary
Countersigned
Intercontinental Registrar and Trust Agency, Inc.
By:_______________________________________
Transfer Agent and Registrar Authorized Person
<PAGE>
Reverse Side of Stock Certificate
TRANSFER FEE $15.00 PER CERTIFICATE ISSUED
NOTICE Signatures must be guaranteed by a firm which is a member of a registered
national stock exchange; or by a bank or a trust company. The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations.
TEN COM - as tenants in common UNIF FIT MIN ACT-________Custodian__________
(Cust) (Minor)
TEN ENT - as tenants by the
entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right of Act__________________________
survivorship and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received,_____________________________hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
__________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)
_________________________________________________________________
__________________________________________________________________
__________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint ______________________ Attorney to transfer
the said stock on the books of the within named Corporation with full power of
substitution in the premises.
Dated_________________________
_________________________________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the Certificate, in every
particular, without alteration or enlargement or any change
whatever. The signature must be medallion guaranteed by an
eligible guarantor institution with membership in an approved
signature medallion guarantee program pursuant to S.E.C. Rule
17AD-15.
EXHIBIT 5
Avic Technologies Ltd.
445 St.-Francis Xavier St.
Montreal, Quebec H2Y 2T1
CANADA
Gentlemen:
As counsel for your Company, we have examined your Articles of
Incorporation, By-Laws, and such other corporate records, documents and
proceedings and such questions of law as we have deemed relevant for the purpose
of this opinion.
We have also, as such counsel, examined the Registration
Statement (the "Registration Statement") of your Company on Form SB-2, covering
the registration under the Securities Act of 1933, as amended, of the proposed
offer and resale of up to 7,411,000 shares of Common Stock by the holders
thereof (the "Common Shares"). Our review has included the exhibits and form of
prospectus for the resale of the Common Shares.
On the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly authorized and validly existing and in good
standing under the laws of the State of Delaware, with corporate power to
conduct the business which it conducts as described in the Registration
Statement.
2. The Common Shares have been duly and validly authorized and issued and are
fully paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/
HELLER, HOROWITZ & FEIT, P.C.
HH&F:rs
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in the prospectus constituting part of
this Registration Statement on Form SB-2 of our report dated April 20, 2000,
with respect to the financial statements of Avic Technologies, LTD as of and for
the period March 4, 1999 (date of incorporation) to March 31, 2000, filed with
the Securities and Exchange Commission.
We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/
KINGERY, CROUSE & HOHL, P.A.
April 20, 2000
Tampa, Florida
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(Replace this text with the legend)
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> MAR-04-1999
<PERIOD-END> DEC-31-1999
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0
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<COMMON> 1,162
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<TOTAL-LIABILITY-AND-EQUITY> 124,900
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