SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ADVANCED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada 95-475536
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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716 YARMOUTH ROAD, NO. 215
PALOS VERDES ESTATES, CA 90275
((310) 265-7776
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
CONSULTING AGREEMENT WITH INTERNATIONAL CAPITAL MANAGEMENT GROUP, INC.
(Full title of the plan)
GARY E. BALL, PRESIDENT
ADVANCE TECHNOLOGIES, INC.
716 YARMOUTH ROAD, NO. 215
PALOS VERDES ESTATES, CA 90275
(Name and address of agent for service)
(310) 365-7776
(Telephone number, including area code, of agent for service)
COPY TO:
JAMES A. TRODDEN, ESQ.
31251 VIA FAJITA
SAN JUAN CAPISTRANO, CA 92675
(949) 489-9100
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Offering Price(1) Registration Fee
Per Share(1)
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Common Stock, $0.001 par 3,250,000 shares(2) $ 0.41 $1,332,500 $334
value per share
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(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is calculated on the basis of the average of the high and low selling
prices per share of the Registrant's Common Stock on December 26, 2001 as
reported by the OTC Electronic Bulletin Board.
(2) Securities being registered consist of 3,250,000 shares of Common Stock.
PROSPECTUS
ADVANCE TECHNOLOGIES, INC.
716 Yarmouth Road
No. 215
Palos Verdes Estates, CA 90275
(310) 265- 7776
(3,250,000 SHARES OF COMMON STOCK)
This prospectus relates to the offer and sale by Advance Technologies, Inc., a
Nevada corporation (the "Company" or "AVTX") of shares of its $.001 par value
per share Common Stock to a certain consultant pursuant to a consulting
agreement entered into between AVTX and the consultant for payment of services
to be rendered. AVTX is registering hereunder and then issuing, upon receipt of
adequate consideration therefore, to the consultant 3,250,000 shares of Common
Stock in consideration for services to be performed under the respective
agreement.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 may sell all or part of the
shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. Of the shares registered
hereunder, none are being registered for affiliates of AVTX. An affiliate is any
director, executive officer or controlling shareholder of the Company or any of
its subsidiaries. An "affiliate" of the Company is subject to Section 16(b) of
the Securities Exchange Act of 1934. If an employee who is not now an
"affiliate" becomes an "affiliate" of the Company in the future, he/she would
then be subject to Section 16(b) of the Exchange Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER 27, 2001.
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This prospectus is part of the registration statement, which was filed and
became effective under the Securities Act of 1933, and does not contain all of
the information set forth in the registration statement, certain portions of
which have been omitted pursuant to the rules and regulations promulgated by the
U.S. Securities and Exchange Commission under the Securities Act. The statements
in this prospectus as to the contents of any contracts or other documents filed
as an exhibit to either the registration statement or other filings by AVTX with
the Commission are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Advance Technologies,
Inc., 715 Yarmouth Road, No. 215, Palos Verdes Estates, CA 90275, (310)
265-7776.
AVTX is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by AVTX under the Exchange Act may be inspected and copied at
the public reference facility maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies may be obtained at the prescribed rates.
AVTX's stock trades on the Over-the-Counter Bulletin Board under the symbol
AVTX.
No person has been authorized to give any information or to make any
representation, other than those contained in this prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by AVTX. This prospectus does not constitute an offer or a
solicitation by anyone to any person in any state, territory or possession of
the United States in which such offer or solicitation is not authorized by the
laws thereof, or to any person to whom it is unlawful to make such offer or
solicitation.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create an implication that there has not been a change in the
affairs of AVTX since the date hereof.
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TABLE OF CONTENTS
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ................5
ITEM 1
Plan Information .............................................................5
General Information ..........................................................5
The Company ..................................................................5
Purposes .....................................................................5
Common Stock .................................................................5
The Consultant ...............................................................5
No Restrictions on Transfer ..................................................5
Tax Treatment to the Consultant ..............................................5
Restrictions on Resale .......................................................5
Documents Incorporated by Reference and Additional Information ...............6
ITEM 2
Registrant Information and Employee Plan Annual Information ..................6
Legal Opinion and Experts ....................................................6
Indemnification of Officers and Directors ....................................6
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ...................7
ITEM 3
Incorporation of Documents by Reference ......................................7
ITEM 4
Description of Securities.....................................................7
ITEM 5
Interest of Named Experts and Counsel.........................................7
ITEM 6
Indemnification of Directors and Officers ....................................7
ITEM 7
Exemption from Registration Claimed ..........................................7
ITEM 8
Exhibits .....................................................................8
ITEM 9
Undertakings .................................................................8
SIGNATURES ..................................................................10
EXHIBITS.....................................................................10
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
GENERAL INFORMATION
The Company, AVTX, has its principal executive offices at 716 Yarmouth Road,
No.215, Palos Verdes Estates, CA 90275 where its telephone number is (310)
265-7776.
PURPOSES
The Common Stock to be issued by AVTX to the consultant will be issued pursuant
to a business consulting agreement entered into between the consultant and AVTX,
which has been approved by the Board of Directors of the Company. The agreement
is intended to provide a method whereby AVTX may be stimulated by the personal
involvement of the consultant in the Company's future prosperity, thereby
advancing the interests of AVTX and all of its shareholders. A copy of the
agreement has been filed as an exhibit to this registration statement.
COMMON STOCK
The Board of Directors has authorized the issuance of 3,250,000 shares of Common
Stock to the consultant upon effectiveness of this registration statement.
THE CONSULTANT
The consultant has agreed to provide its expertise and advice to AVTX for the
purposes set forth in their agreement with the Company.
NO RESTRICTIONS ON TRANSFER
The consultant will become the record and beneficial owners of the shares of
Common Stock upon issuance and delivery and are entitled to all of the rights of
ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock. Affiliates of AVTX will be subject
to the Section 16 (b) of the Exchange Act.
TAX TREATMENT TO THE CONSULTANT
The Common Stock is not qualified under Section 401 (a) of the Internal Revenue
Code. The consultant, therefore, will be required for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occur: (a) the shares become freely transferable, or (b)
the shares cease to be subject to a substantial risk of forfeiture. Accordingly,
absent a specific contractual provision to the contrary, the consultant will
receive compensation taxable at ordinary rates equal to the fair market value of
the shares on the date of receipt since there will be no substantial risk of
forfeiture or other restrictions on transfer. The consultant is urged to consult
its own tax advisors on this matter. Further, if any recipient is an
"affiliate," Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.
RESTRICTIONS ON RESALE
In the event that an affiliate of the Company acquires shares of Common Stock
hereunder, the affiliate will be subject to Section 16 (b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder sold or
sells any shares of Common Stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit," as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
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to AVTX. Services rendered have been recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under the
section 16(b) of the Exchange Act. AVTX has agreed that for the purpose of any
"profit" computation under 16(b), the price paid for AVTX's Common Stock issued
hereunder to affiliates is equal to the value of services rendered. Shares of
the Company's Common Stock acquired hereunder by persons other that affiliates
are not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
AVTX hereby incorporates by reference (1) its Form 10-KSB for the year ended
September 30, 2001, filed pursuant to the Exchange Act; (2) any and all
Quarterly Reports and Current Reports on Form 10-QSB or 8-K filled under the
Securities or Exchange Act subsequent to the filing of AVTX'S Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2001, as well as all other
reports filed under Section 13 of the Exchange Act, and (iii) its annual report,
if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the Exchange Act prior to termination of this offering are deemed to
be incorporated by reference into this prospectus and to be a part hereof from
the date of the filing. All documents which when together constitute this
prospectus, will be sent or give to participants by the Registrant as specified
by Rule 428 (b) (1) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A copy of any document or part thereof incorporated by reference in this
registration statement but not delivered pursuant to Rule 428 (b) under the
Securities Act will be furnished without charge upon written or oral request.
Requests should be addressed to: Advance Technologies, Inc., 716 Yarmouth Road,
#215, Palos Verdes Estates, CA 90275 (310) 265-7776.
LEGAL OPINION AND EXPERTS
James A. Trodden, Esq. has rendered an opinion on the validity of the securities
being registered. Mr. Trodden is not an "affiliate" of the Company.
The financial statement of AVTX incorporated by reference in this prospectus for
the fiscal year ended September 30, 2001 has been audited by Todd Chisholm,
C.P.A., Salt Lake City, Utah, an independent certified public accountant, as set
forth in his report incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of Mr. Chisholm as
an expert in auditing and accounting.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling the
Company, AVTX has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by registrant of expenses incurred
or paid by a director, officer or controlling person of registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person on connection with the securities being
registered, registrant will, unless in the opinion of its counsel that matter
has been settled by controlling precedent, submit to a court of competent
jurisdiction the question of whether such indemnification is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Registrant herby states that (i) all documents set forth in (a) through (c)
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filled pursuant to Section 13(a) or 159d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above; and
(c) The latest prospectus filed pursuant to Rule 424 (b) under the
Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES
No description of the class of securities (i.e., the $.001 par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
AVTX shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of AVTX, or served any other enterprise as director,
officer or employee at the request of AVTX. The Board of Directors, in its
discretion, shall have the power on behalf of AVTX to indemnify any person,
other than a director or officer, made a party to any action, suit or proceeding
by reason of the fact that he/she is or was an employee of AVTX.
In general, directors and officers are indemnified with respect to actions taken
in good faith in a manner reasonably believed to be in, or not opposed to, the
best interests of the Company, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Furthermore, the personal liability of the directors is limited as
provided in AVTX's Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration statement pursuant
to Item 601 of Regulation S-B and are specifically incorporated herein by this
reference:
EXHIBIT NO TITLE
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5.1 Opinion of J.A. Trodden, Esq.
10.1 Consulting Agreement with International Capital Management Group,
Inc.
ITEM 9. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the even that a claim for indemnification against
such liabilities (other than payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the Effective Date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement, including (but not limited to) any
addition or deletion of managing underwriter;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
treated 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 thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Palos Verdes Estates, California on December 26, 2001.
Date: December 26, 2001
ADVANCE TECHNOLOGIES, INC.
By:/s/GARY E. BALL
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Gary E. Ball, President
In accordance with the Securities Act of 1933; this registration statement has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the date indicated.
December 26, 2001
By:/s/GARY E. BALL
President, CEO, Director
December 26, 2001
By:/s/WENDY BALL
Wendy Ball, Secretary, Director
December 26, 2001
By:/s/GARY BANE
Gary Bane, Director