SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT of 1934
July 9, 2003
ADVA International Inc.
Delaware
State or other jurisdiction of incorporation
0-16341 16-1284228
Commission file number I.R.S. Employee Identification No.
454 South Anderson Road
Rock Hill, South Carolina 29730
803.730.5210
________________________________________________________________________________
EXPLANATORY NOTE
Global Information Group USA, Inc. ("GIG") is a development stage company and
the wholly owned subsidiary of ADVA International Inc. ("ADVA" or the
"Company"). GIG is in the field of 3D graphics technology.
The Board of Directors ("the Board") initiated an independent technical survey
of the GIG source code in order to ascertain which technical capabilities remain
viable in the current market space for 3D graphics technology. The results of
this study and further market research by the Board has indicated that, given
both the enormous technological advances in competitors' 3D software and current
market conditions, the funding required to complete development and market GIG
3D technology into a compatible and competitive product is not readily available
to ADVA, nor will it be for the foreseeable future. It is therefore the opinion
of the Board of Directors that pursuing the current ADVA/GIG business plan is
not in the best interests of the shareholders.
Based on this decision, the Board has been researching and reviewing various
alternative business options for ADVA. A business opportunity involving new
technology as presented by Data Factor, LP has undergone a preliminary review by
the Board of Directors. This technology is in the form of a set of proprietary
algorithms and computer code for use in the encryption of data, secure network
and telephony systems. The ADVA Board of Directors has agreed to a Letter of
Intent with Data Factor, LP as submitted to the ADVA Board in its final form on
6/24/03 (the "LOI") with the understanding that this acceptance is dependent
upon ADVA's success in raising funds for this venture, and for other activities
required by the Company to continue operations.
The Letter of Intent sets forth the terms of a Technology License Agreement
which is dependent, in part, on ADVA's ability to raise funds in the short term,
as well as other longer term factors. A worldwide exclusive license for the
development and marketing of encryption products is the contemplated result. If
ADVA fails to secure the required funding in a timely manner, or if either party
decides, for any reason, against moving forward with the Agreement contemplated
in the LOI, neither Data Factor LP nor the Company is liable in any way to the
other.
It should be noted that this business opportunity is the direct result of
discussions with a company in which one of the ADVA Directors is a Limited
Partner. To avoid any possible conflict of interest, said Director has recused
himself from the deliberations and abstained from the Board's votes concerning
this matter.
ADVA International Inc. is currently in default on its loan arrangements,
several contracts with its consulting staff and payments to other vendors. The
Board is negotiating on such cases for further time to resolve these issues
until which time they can be paid in full. The Board anticipates that these
outstanding financial obligations may be paid from either new funding or failing
that, proceeds realized from asset sales, if any can be produced. The Company is
currently being guided solely by the Board of Directors until sufficient funds
can be realized to attract and pay management staff.
Through this transition period and until funding for the new Data Factor
initiative may be forthcoming, ADVA's estimated expenditures in personnel,
consultant fees and overhead have been reduced significantly. There is no
guarantee that new funding will be realized and without such funding ADVA will
be forced to cease operations.
The Company anticipates that it will file its fiscal Q3 results as a part of the
filing of the company's Form 10KSB, as soon as sufficient funds are available to
do so.
The following exhibits are filed with this Current report on Form 8-K.
Exhibit No. Description
1.0 Data Factor Letter of Intent
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
For: ADVA International Inc.
Date: 07/09/03 By: /s/ Ernst R. Verdonck
Ernst R. Verdonck
- Chairman of the Board
