SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM SB-2
Registration Statement
Under the Securities Act of 1933

Advanced Minerals Technologies, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<s> <c> <c>
Wyoming 83-0331052
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) number

Charles D. Hamilton
233 Rogue River Highway 233 Rogue River Highway
PMB 1074 PMB 1074
Grants Pass, Oregon 97527 Grants Pass, Oregon 97527
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)

Copies to:
Ms. Jody Walker ESQ.
7841 South Garfield Way
Centennial, CO 80122
Phone 303-850-7637 Fax 303-220-9902

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes
effective.

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 [ ]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED
SECURITIES TO BE BEING MAXIMUM MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFER PRICE AGGREGATE REGISTRATION
PER SHARE OFFER PRICE FEE(1)
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Common Stock (1) 1,500,000 $2.00 $3,000,000 $353.10
---------- ---------- -------
Total $3,000,000 $353.10

(1) Represents common stock being sold in this offering.

The registrant amends this 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 SEC,
acting in accordance with Section 8(a), may determine.

Preliminary Prospectus Dated February 13, 2006. SUBJECT TO COMPLETION

Up to a Maximum of 1,500,000 Common Shares,

$3,000,000
Advanced Minerals Technologies, Inc.

Advanced Minerals is registering 1,500,000 common shares for the
aggregate offering price of $3,000,000 or $2.00 per common share.

Prior to the date hereof, there has been no trading market for our
common shares.

Consider carefully the risk factors beginning on page 9 in this
prospectus.

The offering will commence on the effective date of this prospectus and
will terminate on or before December 31, 2007.

Our officers and directors will sell the common shares ourselves and we
do not plan to use underwriters or pay any commissions. We will be
selling our common shares using our best efforts and no one has agreed
to buy any of our common shares. There is no minimum amount of common
shares we must sell so no money raised from the sale of such common
shares will go into escrow, trust or another similar arrangement.

Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

Proceeds of the Offering
Per Common Share Total
Offering Price $2.00 $3,000,000
Proceeds to Advanced Minerals,
before expenses $2.00 $3,000,000

The amount as shown in the preceding table does not reflect the
deductions of (1) general expenses payable by Advanced Minerals and (2)
fees payable in connection with legal and accounting expenses incurred
in this offering. These expenses are estimated to be $27,353 if the
total offering amount is obtained.

5
TABLE OF CONTENTS

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Prospectus Summary 6
Risk Factors 7
Forward Looking Statements 12
Use of Proceeds 12
Plan of Distribution 13
Business Operations 14
Dilution 18
Dividend Policy 19
Determination of Offering Price 19
Management's Discussion and Analysis of Financial
Condition and Results of Operations 20
Management 23
Security Ownership of Certain Beneficial Owners
and Management 26
Certain Relationships and Related Transactions 25
Description of Capital Stock 27
Shares Eligible for Future Sale 28
Disclosure of Commission Position on Indemnification 29
for Securities Act liabilities
Market for Common Stock and Related Stockholder
Matters 29
Experts 30
Legal Proceedings 30
Legal Matters 30
Where You Can Find More Information 30
Financial Statements 31
Prospectus Cover Page 49
Information Not Required in Prospectus 52
Exhibits 52
Undertakings 52
Signatures 54

PROSPECTUS SUMMARY

To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page 7
and the financial statements beginning on page 35.

Operations. Advanced Minerals has not begun
operations. Advanced Minerals will
process, market and distribute OR-GRO, an
altered and mineralized volcanic clay
classified as pyrophyllite that when used
as a soil amendment, enhances the growth
and health of plants.

Advanced Minerals has obtained title to
10 million tons of proven reserves and an
additional 1440 acres of property
showing, using Geo-Chem test, high grade
material also Advanced Minerals has
options to purchase the entire deposit.

The Offering Advanced Minerals hereby offers up to
1,500,000 common shares at $2.00 per
common share.

There is no minimum investment and no
minimum-offering amount.

Common stock
Outstanding 15,788,807

Common shares to be
Outstanding after
Offering 17,288,807

Percent of common shares
owned by current
shareholders after
maximum offering 87%

Gross Proceeds After
Maximum Offering $3,000,000

Use of Net Proceeds The net proceeds, if the total offering
amount is obtained, would be $2,972,647
and will be used for corporate operations
and possible expansion as follows:

Purchase of property $ 100,000
Portable plant 250,000
Small wood chip furnace 250,000
Collector 30,000
Packaging equipment 25,000
Building including permits 300,000
Packaging costs 65,400

Building lease and utilities 55,200
Mine/Processing costs 102,240
Working capital 1,794,807
------------
Total Net Proceeds $ 2,972,647

Market for our
common stock There is no market for our common stock

RISK FACTORS

Our business is subject to material risks as described below.

1. We cannot offer any assurance as to our future financial results.
You may lose your entire investment.

We have not received any material income from operations to date and
future financial results are uncertain. We cannot assure you that
Advanced Minerals can operate in a profitable manner. We have an
accumulated deficit of $(63,569) as of September 30, 2005. Further,
we do not expect positive cash flow from operations in the near term.
Prior to the commencement of material operations, we anticipate that we
will incur increased operating expenses without realizing any material
revenues. We therefore expect to incur significant losses into the
foreseeable future. Continuing losses may exhaust our limited capital
resources and force us to discontinue operations. Even if we obtain
financing and/or future revenues sufficient to commence and expand
operations, increased production or marketing expenses would adversely
affect liquidity of Advanced Minerals. We may never become
profitable.

2. We do not have an active market in our securities. If our common
stock has no active trading market, you may not be able to sell your
common shares at all.

Currently there is no public market whatsoever for our securities. We
will obtain a market maker to file an application with the NASD on our
behalf so as to be able to quote the common shares on the OTC Bulletin
Board maintained by the NASD commencing upon the effectiveness of our
registration statement of which this prospectus is a part. There can be
no assurance as to whether such market maker?s application will be
accepted by the NASD. If the application is accepted, there can be no
assurances as to whether any market for our common shares will develop
or the prices at which our common stock will trade. We are not
permitted to file such application on our own behalf. If the
application is accepted, we cannot predict the extent to which investor
interest in us will lead to the development of an active, liquid
trading market.

Active trading markets generally result in lower price volatility and
more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market
analysts, and there may be few institutions acting as market makers for
the common stock. Either of these factors could adversely affect the
liquidity and trading price of our common stock. Until our common stock
is fully distributed and an orderly market develops in our common
stock, if ever, the price at which it trades is likely to fluctuate
significantly. Prices for our common stock will be determined in the
marketplace and may be influenced by many factors, including the depth
and liquidity of the market for our common shares, developments
affecting our business, including the factors referred to elsewhere in
these Risk Factors, investor perception of Advanced Minerals and
general economic and market conditions. No assurances can be given that
an orderly or liquid market will ever develop for our common shares.
Consequently, you may not be able to liquidate your investment in the
event of an emergency or for any other reason.

3. Our stock will be a ?penny stock? under the federal securities
regulation. The special rules applicable to the sale of penny stocks
may make our stock less liquid and harder for investors to buy and sell
our shares.

Under the rules of the Securities and Exchange Commission, Advanced
Minerals? common stock will come within the definition of a ?penny
stock? because the price of Advanced Minerals? common stock on the OTC
Bulletin Board is below $5.00 per share. As a result, Advanced
Minerals? common stock will be subject to the "penny stock" rules and
regulations. Broker-dealers who sell penny stocks to certain types of
investors are required to comply with the Commission's regulations
concerning the transfer of penny stock. These regulations require
broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser,
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker/dealers to sell
Advanced Minerals? common stock, and may affect the ability to resell
Advanced Minerals? common stock. An investment in our securities is not
likely to be very liquid, and because of the additional requirements,
many brokers do not participate in penny stock transactions. As a
result, you may have a harder time buying or selling our shares.

4. We are dependent on our officer. The failure to attract and retain
the necessary personnel could have a materially adverse effect on our
business, operations and financial condition.

Our success is dependent upon, among other things, the services of
Charles D. Hamilton, CEO, president and director. Should we for some
unknown reason lose Mr. Hamilton we have two directors, Don Chapman
founder of Burke Marketing research with clients like Kraft Foods,
Proctor and Gamble, BMW, United Airlines and McDonalds and Lee Meyer
founder of Stretch Coat and Omni International who are capable of
taking the company over. We do not have key-man life insurance policy
for these key personal. The expansion of our business will place
further demands on existing management and future growth.

Profitability will depend, in part, on our ability to hire and retain
the necessary personnel to operate our business. There is no certainty
that we will be able to identify, attract, hire, train, retain and
motivate other highly skilled technical, administrative, managerial,
marketing and customer service personnel. Competition for such
personnel are intense and there is no certainty that we will be able to
successfully attracts, integrate or retain sufficiently qualified
personnel. The failure to attract and retain the necessary personnel
could have a materially adverse effect on our business, operations and
financial condition.

5. Your vote may not affect the outcome of any shareholder vote since
our principal stockholders will retain approximately 49.97% of our
outstanding stock.

Upon the completion of this offering, Ray Huckaba, Gary Arthur, Charles
D. Hamilton and Rogue Silicates, Inc., principal shareholders, will
retain approximately 49.97% of our outstanding stock, assuming all of
the 1,500,000 common shares being registered on his behalf are sold in
this offering. For instance, they may be able to control the outcome of
all stockholder votes, including votes concerning director elections,
charter and by-law amendments and possible mergers, corporate control
contests and other significant corporate transactions.

6. Estimates of proven and probable reserves may vary substantially
from actual results.

There are numerous uncertainties inherent in estimating quantities of
proven and probable reserves, including many factors beyond our control.
Estimates of economically proven and probable reserves and future net cash
flows necessarily depend upon a number of variable factors. These include
historical production from the area compared with production from other
producing areas, the assumed effects of regulations by governmental
agencies and assumptions concerning future pyrophyllite prices, future
operating costs, severance and excise taxes, development costs and
reclamation costs, all of which may in fact vary considerably from actual
results. For these reasons, estimates of the economically recoverable
quantities of clay attributable to any particular group of properties,
classifications of such reserves based on risk of recovery and estimates
of future net cash flows expected from them prepared by different
engineers or by the same engineers at different times may vary
substantially. Actual production, revenues and expenditures with respect
to our reserves will likely vary from estimates, and such variances will
likely be material. As a result, prospective holders should not place
undue reliance on the clay reserve data included herein.

7. We may not be able to continue acquiring clay reserves that are
economically recoverable.

Our recoverable reserves decline as we process the clay. We have not yet
applied for the permits required or developed the mines necessary to use
all of our reserves. Furthermore, we may not be able to mine all of our
reserves as profitably as we do at our current operations. At present we
have enough proven reserves that are permitted to mine for 40 years,

during this time we will be applying for permits for drilling the 1440
acres owned by Advanced Minerals also leased property from Rogue Silicates
and World Organics for a total of 4160 acres. Our inability to conduct
successful exploration and development activities or to acquire properties
containing economically recoverable reserves would adversely affect our
future results. Our current strategy includes increasing our reserve base
through acquisitions of leases and complementary producing properties and
continuing to use our existing properties.

We cannot assure you that our planned development and exploration projects
and acquisition activities will allow us to obtain significant additional
reserves or that we will have continuing success developing additional
mines. Most of our excavating operations are conducted on properties we
own or lease. Because title to most of our leased properties and mineral
rights are not thoroughly verified until a permit to mine the property is
obtained, our right to mine some of our reserves may be materially harmed
if defects in title or boundaries exist. In addition, in order to develop
our reserves, we must procure various governmental permits. We cannot
predict whether we will continue to receive the permits necessary to
operate profitably in the future. We may not be able to negotiate new
permits from the government or from private parties, obtain excavating
contracts for properties containing additional reserves, or maintain our
leasehold interest in properties on which excavating operations have not
begun during the term of the lease.

8. Excavating operations are vulnerable to weather and other conditions
beyond our control.

Conditions beyond our control can increase the cost of excavating at
particular mines for varying lengths of time. These conditions include
weather and natural disasters, such as heavy rains and flooding,
unexpected maintenance problems, variations in clay thickness, variations
in the amount of rock and soil overlying the clay deposit, variations in
rock and other natural materials and variations in geological and other
conditions.

9. The cost of compliance of government regulation may decrease our
profitability.

We use open pit excavating wherever possible because it allows us to
recover more clay per acre and facilitates the permitting of larger
projects, which allows excavating to continue over a longer period of time
than would be the case using other excavating methods.

Federal, state and local authorities regulate the mining industry on a
wide range of matters that affect our operations, including:

? Limitations on land use,

? Permitting requirements,

? Air quality standards,

? Water pollution,

? Plant and wildlife protection,

? Reclamation and restoration of excavating properties after
excavating is completed,

? The discharge of materials into the environment

? The effects that excavating has on groundwater quality and
availability.

Since regulatory requirements as to these matters could have a material
adverse effect on our business, financial condition and results of
operations, we have provided a NEPA study and have obtained excavating
permitting as required by various federal, state and local authorities
including data pertaining to the impact that any proposed exploration for
or production of clay may have upon the environment.

Excavating operations require numerous governmental permits and approvals.
We may be required to prepare and present to federal, state or local
authorities data pertaining to the impact that any proposed exploration
for or production of clay may have upon the environment. It may be costly
and time-consuming to comply with these requirements and may delay
commencement or continuation of exploration or production operations.
However with the permitting now in place we will have over 40 years to
address that problem.

New legislation regulations or orders may materially adversely affect our
excavating operation, our cost structure or our customer?s ability to use
clay, and since we fall into the guidelines already affecting the sand and
gravel industry we do not expect any new regulations that would be beyond
those affecting that industry.

Reclamation and Mine Closure Accruals. Federal and state statutes
require us to restore mine property in accordance with specific standards
and to have an approved reclamation plan, and require that we obtain and
periodically renew permits for excavating operations. We currently have
these permits and approved reclamation plans with the above agencies, and
intend to maintain and renew these permits and plans as required.

Impact of Air Quality Regulations on Clay Consumption. The Federal
Clean Air Act, including the Clean Air Act Amendments of 1990, and
corresponding state laws that regulate this should have an impact similar
to current regulations affecting the sand and gravel industry.

Mine Safety and Health. Federal and state safety health
regulations in the clay excavating industry should be comparable to
that of the sand and gravel industry and as such we would expect to
follow those regulatory guidelines.

FORWARD LOOKING STATEMENTS

The statements contained in this prospectus that are not historical
fact are forward-looking statements which can be identified by the use
of forward-looking terminology such as "believes," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. We have made the
forward-looking statements with management's best estimates prepared in
good faith.

Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not
materialize and unanticipated events and circumstances may occur
subsequent to the date of this prospectus.

These forward-looking statements are based on current expectations, and
we will not update this information other than required by law.
Therefore, the actual experience of Advanced Minerals, and results
achieved during the period covered by any particular projections and
other forward-looking statements should not be regarded as a
representation by AMT, or any other person, that we will realize these
estimates and projections, and actual results may vary materially. We
cannot assure you that any of these expectations will be realized or
that any of the forward-looking statements contained herein will prove
to be accurate.

USE OF PROCEEDS

If the maximum offering amount is reached, Advanced Minerals shall
receive gross proceeds of $3,000,000. Based on Advanced Minerals?
present plans, which represent the existing and anticipated business
conditions, Advanced Minerals intends to apply the estimated net
proceeds of the maximum offering and at intervals less than $3,000,000
over the next twelve months as follows:

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Gross proceeds $ 3,000,000 $ 2,000,000 $ 1,000,000 $ 500,000
Offering expense 27,353 27,353 27,353 27,353
----------- ----------- ----------- ---------
Net proceeds $ 2,972,647 $ 1,972,647 $ 972,647 $ 472,647

Purchase of property $ 100,000 $ 100,000 $ 100,000 $ 100,000
Portable plant 250,000 250,000 250,000
Small wood chip furnace 250,000 250,000 250,000
Collector 30,000 30,000 30,000 30,000
Packaging equipment 25,000 25,000 25,000 25,000
Building including permits 300,000 300,000
Packaging costs 65,400 65,400 65,400 65,400

Building lease and utilities 55,200 55,200 55,200 55,200
Mine/Processing costs 102,240 102,240 102,240 102,240
Working capital 1,794,807 794,807 94,807 94,807
----------- ---------- ----------- ----------
Total use of Proceeds $ 2,972,647 $1,972,647 $ 972,647 $ 472,647

If less than $500,000 is raised, the priority of the use of proceeds
shall be to first land and building lease, utilities, mining and
processing cost, packaging cost and working capital before paying for
any other proposed use of proceeds purpose.

If the offering is conducted through a National Association of
Securities Dealers, Inc. member firm, standard NASD commissions will be
paid.

The foregoing use of proceeds is a good faith estimate and is not
conclusive. If the board of directors of Advanced Minerals deems it
necessary and in Advanced Minerals? best interest to modify the use of
the proceeds at a later time, it will do so.

PLAN OF DISTRIBUTION

We will sell the common shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our shares
using our best efforts and no one has agreed to buy any of our shares.
There is no minimum amount of shares we must sell so no money raised
from the sale of our stock will go into escrow, trust or another
similar arrangement.

Charles D. Hamilton, an officer and director, is offering the common
shares. Mr. Hamilton will be relying on the safe harbor in Rule 3a4-1
of the Securities Exchange Act of 1934 to sell the common shares. No
sales commission will be paid for common shares sold by Mr. Hamilton.

Mr. Hamilton is not subject to a statutory disqualification and is not
an associated person of a broker or dealer. Additionally, Mr. Hamilton
primarily performs substantial duties on behalf of Advanced Minerals
otherwise than in connection with transactions in securities.

Mr. Hamilton has not been a broker or dealer or an associated person of
a broker or dealer within the preceding 12 months and he has not
participated in selling an offering of securities for any issuer more
than once every 12 months other than in reliance on paragraph (a)4(i)
or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.

The offering will commence on the effective date of this prospectus and
will terminate on or before December 31, 2007.

Our common stock is not traded over the counter. We intend to apply
for the listing of our common stock on the Over The Counter Bulletin
Board.

BUSINESS OPERATIONS

Organization

Advanced Minerals was incorporated as Swan Land and Cattle Company in
the state of Wyoming on November 9, 1999. On November 17, 1999, the
name was changed to U.S. Sonix, Inc. On March 27, 2000, the name was
changed to Advanced Minerals Technologies, Inc.

Operations

Advanced Minerals is formulating plans to process, market and
distribute mineralized clay classified as pyrophyllite.

On April 20, 2000, Advanced Minerals acquired the mineral interest of
pryophyllite ore in Oregon from Rogue Silicates, Inc., a then non-
affiliate. The entity was Bruce Mesman. Advanced Minerals agreed to buy
10,000,000 tons of pyrophyllite for 5,000,000 shares of common share.
The stock has been valued at its par value of $.001 per share

Transportation from the mine site utilizes a four-mile Forest Service
road. The road is a gravel, one lane access with turnouts. The mill
site is located just before the access road intersects with a state
highway. The mill site is ten acres with ample space for processing and
storage

Manufacturing

Satisfying production schedules to specification is our primary
manufacturing goal. Excavation, drying, milling and packaging are the
main manufacturing process.

Excavating

The clay is soft so removal and loading are not a complicated process.
Space at the site is adequate for this operation. The variables include
weather, impurities and volume.

Weather

The weather will impact the process. From December into May, snow
normally covers the area. During the summer, temperatures can exceed 90
degrees Fahrenheit and afternoon rains sometimes occur. With rain,
excavating during the sum/fall period, weight is added to the product
and the freight costs increase. By using the sun, air-drying of the
product can be accomplished in between rain occurrences, decreasing
drying/freight costs.

We will normally have 120 days a year of air drying based on past
weather patterns. Off site drying will be done on volumes exceeding
conditional limits. Separation of dried and wet clay will be staged at
the mine site.

Approximately 1875 tons of clay can be ripped and air-dried on two
separate grids every 3 days during summer heat. Once dry, the clay can
be stored for crushing or shipped to another processing plant.

Impurities

The impurities in the deposit have to be identified and stockpiled.
Disposition is based on analysis. The present site does not present a
storage problem. Block drilling suggests no significant volume exists
at this site.

Volume

Given the site conditions, access limits the volume transportable
without enhancement. Levels of 250,000 tons represent 7800 loads of 32
tons. For a five-day week at 10 hours operation for 22 weeks would be
the minimum loading time allotted by seasonal conditions. With this
parameter, 71 trucks must be loaded and navigated on this four-mile
stretch each day. We will first go to a 7 day 24 hour per day
operation when we reach maximum operation we will widen the haul road,
open other excavating sites and conveyors to alleviate this variable.

Drying

This process insures product specification of less than 8% moisture.
More than 8% moisture will increase drying time and freight costs. Less
than 6% moisture would cause dusting.

Due to the cost of removing moisture with drying equipment, the first
option will be to air dry. As much as 125,000 tons can be air-dried
under normal weather conditions. The mill site can be set up to spread
additional material for drying. The White City plant, an non-affiliate
can also air dry.

Drying equipment is available for lease. If late season mining is
required due to product demand, air-drying may not be possible. The
processing plant at Beaver Marsh is a 34 mile haul from the mine site,
rain fall at the mine site is approximately 65 inches per year and 34
miles east the rainfall is 7 inches per year. The cost will be factored
into this process based on overrun.

Milling and Packaging

Milling crushes the clay to specified size. Equipment capable of this
task varies in cost and output. Techniques utilized are volume
sensitive. Our initial plans include contingencies based on large
single order potential

At the deposit and/or the mill site, milling can be performed for
initial volume requirements. Over 20,000 tons can be produced in 90
days with an 8-hour day operation. Downtime potential has been has been
subtracted from available run time. Daylight hours during the mining
season would permit longer workdays.

One tonnage exceeds maximum capability, unprocessed dry material can be
freighted to another location. Mobile equipment that can effectively
handle increased volume is available to lease.

Finished material can either be transported in bulk sale or to a
packaging/storage area. The White City Industrial area can be utilized
for storage, packaging and off-season milling. Additionally, the
Chemalt area, 34 miles from the mine, may be used for storage,
packaging and off-season milling as it has only 7 inches of rainfall
per year, is located on a usable highway, has rail facilities and a
major gas line.

Packaged product is offered in 1 lb., 5 lb., 20 lb. and 40 lb.
Containers. One-ton bulk bags are also available. The majority of
volume will be available in 40 lb. bags. Pricing is as follows:

Price
Container size Retail/Wholesale
- -------------- ----------------
1 lb. $ 4.50-$ 2.25
5 lb. 8.50 4.25
20 lb. 30.00 15.00
40 lb. 40.00 20.00

Pricing and packaging will depend on type of markets being targeted.
Historically package sizes have been 1 lb, 5 lb, 20 lb, 40lb, 1-ton
bags and containers. Material was processed to a 10 mesh minus mesh
size and pricing ranged from $ .50 to $ 3.00 per pound retail. Our
market research has indicated that a finer more micronized processing
to as fine as 325 mesh will open a sizeable market that will allow a
pricing structure of more than 10 times the courser mesh product.

As of January 31, 2006, 2,000 tons of material has been mined and
transported to a storage area. The first year an independent contractor
will perform Milling and Packaging. Initially, 1,000 tons will be
processed. The unprocessed clay will be sized and bagged as needed for
research and development, marketing or sales.

The Market

Several markets exist for this product. The following categorizes the
agriculture markets

1. Commercial farming (organic) (Non-organic)
2. Greenhouses
3. Horticulture growers (nurseries)
4. Potting soil manufactures
5. Seed growers
6. Retail (home gardening)
7. Landscape services
8. Use as a fungicide and a fungicide filler

The largest market close to the mine is commercial farming.

Marketing

The agricultural market is presently seeking economical sources of
Silicon Fertilizer. In addition to direct sales efforts, Advanced
Minerals? initial focus will be to develop and market to the wholesale
market channels, such as small and local distributors who market to
farmers, both commercial and organic, nurseryman, landscapers and
others.

Each of the broad markets identified above, will have specific
marketing and sales strategies agendas targeting that market segment.
Crisis situations such as the current phylloxera infestations occurring
in the grape stock industry will be targeted heavily.

Target Markets

Advanced Minerals will concentrate on the horticultural segment of the
market where the greatest potential for economic benefit is expected.

We will select distributors and commission agents who already have an
agriculture customer base and who are receptive to the potential market
for OR-GRO.

Advertising and Promotion

We intend to work with seasoned and capable advertising and public
relations people who will assist in developing a comprehensive
advertising and public relations program. Advertising will be done
independently and cooperatively with distributors and companies with
whom the company has joint marketing /sales relationships.

Advanced Minerals will develop a professional web site.

Early promotional efforts will be to exhibit photos and create videos
of plants that show results from the use of OR-GRO. Included with the
photos and videos will be scientific proof that silicon fertilizer is
essential in sustaining crop yields. The web site will be included in
all the promotion and printed material.

Competition

The OR-GRO mineralized clay is unique to the market place. There are
products on the market, which are effective soil amendments. Organic
fertilizers range from $550 to $998 per ton. Most are used to address
the soil structure, which enhances plant health, (kelp meal, blood
meal, and bone meal). These products do increase yield and nutrient
levels, but none exhibit the percentage gains of OR-GRO.

Rock dust costs about $350 per ton delivered to a customer in
Washington from British Columbia.

Horticultural silicon fertilizers include potassium silicate and sodium
silicates priced as high as $1,800 per ton depending on their soluble
silicon levels. Commercial farming utilizes calcium silicates (rec-
lime) and in some instances finely ground basalt with application rates
as high as 15 tons per acre with cost of $45 per ton.

Employees

Charles D. Hamilton, an officer and director is currently our only
employee. Additionally employees will be hired as funds allow. In the
immediate future, Advanced Minerals will hire a general manager and a
secretary.

Reports to Security Holders

After this offering, we will become a fully reporting company under the
requirements of the Exchange Act, and we will file the necessary
quarterly and other reports with the Securities and Exchange
Commission. The reports and other information filed by us will be
available for inspection and copying at the public reference facilities
of the Securities and Exchange Commission located at 100 F Street, NE,
Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at 100 F
Street, NE, Washington, D.C. 20549, at prescribed rates.

Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. In addition, the
Commission maintains a World Wide Website on the Internet at:
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission.

Properties

We lease our office space at 50 Beekman Sq. Jacksonville, Oregon,
97530 on an annual basis at a monthly rate of $500 from a non-
affiliate commencing August 2005. Our office space consists of 900
square feet.

DILUTION

Assuming completion of the offering, there will be up to 14,088,807
common shares outstanding. The following table illustrates the per
common share dilution as of January 31, 2006 that may be experienced by
investors at various funding levels.

Funding Level $3,000,000 $2,000,000 $1,000,000 $500,000
----------- ----------- ----------- ----------
<s> <c> <c> <c> <c>

Offering price $2.00 $2.00 $2.00 $2.00
Net tangible book
value per common
share before offering (.001) (.001) (.001) (.001)
Increase per common
share attributable to
investors .209 .149 .079 .039
------ ------ ------ ------
Pro forma net tangible
book value per
common share after
offering .21 .15 .08 .04
------ ------ ------ ------
Dilution to investors 1.79 1.85 1.92 1.96

Dilution as a
percentage of
offering price 89.5% 92.5% 96.0% 98.0%

Based on 15,788,807 common shares outstanding as of January 31, 2006
and total stockholder's equity of 12,031 utilizing un-audited September
30, 2005 financial statements.

Further Dilution

In the future, Advanced Minerals may issue equity and debt securities:
Any sales of additional common shares may have a depressive effect upon
the market price of Advanced Minerals? common shares and investors in
this offering.

DIVIDEND POLICY

We have never declared or paid any dividends. In addition, we
anticipate that we will not declare dividends at any time in the
foreseeable future.

Instead, we will retain any earnings for use in our business. This
policy will be reviewed by our board of directors from time to time in
light of, among other things, our earnings and financial position.

DETERMINATION OF OFFERING PRICE

The offering price of the common shares was arbitrarily determined by
Advanced Minerals based on the financial needs of Advanced Minerals
without regard to the book value or market value, if any, of our common
shares.

MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Trends and Uncertainties

Advanced Minerals is in the development stage, has not commenced
material operations and has sustained a loss to date. The demand for
our products would be negatively affected by adverse weather
conditions, impurities in the clay and volume limitations.

Investing Activities

Since inception, Advanced Minerals has pursued limited investing
activities. For the nine months ended September 30, 2005, Advanced
Minerals purchased property and equipment of $1,190 and had an increase
in loans receivable of $5,344. As a result, Advanced Minerals had net
cash used by investing activities of $4,154 for the nine months ended
September 30, 2005.

For the nine months ended September 30, 2004, Advanced Minerals
purchased property and equipment of $6,540 resulting in net cash used
by investing activities of $6,540.

For the year ended December 31, 2004, Advanced Minerals purchased
property and equipment of $1,190 compared to $5,350 for the year ended
December 31, 2003. For the year ended December 31, 2004, Advanced
Minerals had an increase in loans receivable of $5,344 compared to a
decrease in loans receivable of $4,620 for the year ended December 31,
2003.

Financing Activities

For the nine months ended September 30, 2005, Advanced Minerals had an
increase of loans payable of $5,000 compared to $156 for the nine
months ended September 30, 2004.

For the year ended December 31, 2004, Advanced Minerals had an increase
in loans payable of $156 resulting in net cash provided by financing
activities. Comparatively, for the year ended December 31, 2003,
Advanced Minerals sold common shares for an aggregate of $55,000
resulting in net cash provided by financing activities.

Results of Operations

We are a development stage company and have not yet commenced material
operations. For the nine months ended September 30, 2005, we received
revenues of only $4,500. Comparatively, for the nine months ended
September 30, 2004, we received revenues of only $890.

For the nine months ended September 30, 2005, we incurred expenses of
$6,579 which consisted of basic operating expenses and the
administrative, legal and accounting expenses necessary to proceed with

this registration statement. Comparatively, for the nine months ended
September 30, 2004, we incurred expenses of $7,302 which consisted of
basic operating expenses.

For the year ended December 31, 2004, we received revenues of $890 with
operating expenses of $10,425 which consisted of basic operating
expenses necessary to pursue operations. Comparatively, for the year
ended December 31, 2003, we did not receive any revenues but had
operating expenses of $40,486 which consisted of legal and accounting
fees, lease option payments to Rogue Silicates, expenses for
processing, bagging and transporting trial batches of product.

Plan of Operation. Our ability to continue in existence is dependent
on our ability to develop commence full scale operations and obtain
additional sources of capital.

Milestones: Steps Timeline

1. Develop additional Prepare Business Plan 2 months
sources of capital

2. Develop mining and Buy or lease appropriate 3 months
processing capabilities. Equipment.

3. Setup marketing plan Develop Marketing Materials 6 months
Hire and Train Salesmen 9 months
Establish distribution Network 6?12 months

No one milestone needs to be complete to pursue any other milestone.

1. Advanced Minerals currently has sufficient working capital to defray
the cost of hiring and training the sales candidates until the
commission based pay commences.

Recently Issued Accounting Pronouncements

In November 2002, the FASB issued FASB Interpretation No. 45 (?FIN
45?), Guarantor?s Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Others, FIN 45 requires
that upon issuance of a guarantee, the guarantor must recognize a
liability for the fair value of the obligation it assumes under that
guarantee. The interpretations provisions for initial recognition and
measurement should be applied on a prospective basis to guarantees
issued or modified after December 31, 2002. The disclosure requirements
are effective for financial statements of both interim and annual
periods that end after December 15, 2002. The Company has no
guarantees, and therefore believes the adoption of FIN 45 will not have
a material impact on its financial statements.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real
Estate Time-Sharing Transactions - an amendment of FASB Statements No.
66 and 67." This Statement references the financial accounting and
reporting guidance for real estate time-sharing transactions that is
provided in AICPA Statement of Position 04-2, "Accounting for Real

Estate Time-Sharing Transactions". This Statement also states that the
guidance for incidental operations and costs incurred to sell real
estate projects does not apply to real estate time-sharing
transactions. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. The initial application of
SFAS No. 152 will have no impact on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non
monetary Assets - a replacement of APB Opinion No. 20 and FASB
Statement No. 3". This Statement eliminates the exception for non-
monetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of non-monetary assets that do not have
commercial substance. A non-monetary exchange has commercial substance
if the future cash flows of the entity are expected to change
significantly as a result of the exchange. This Statement is effective
for non-monetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. The Company does not expect application of SFAS
No. 153 to have a material affect on its financial statements. This
Statement is effective for non-monetary asset exchanges occurring in
fiscal periods beginning after June 15, 2005. The Company does not
expect application of SFAS No. 153 to have a material affect on its
financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
Error - an amendment of APB Opinion No. 29". This Statement applies to
all voluntary changes in accounting principle. It also applies to
changes required by an accounting pronouncement in the usual instance
that the pronouncement does not include specific transition provisions.
When a pronouncement includes specific transition provisions, those
provisions should be followed. Opinion 20 previously required that most
voluntary changes in accounting principle be recognized by including in
net income of the period of the change the cumulative effect of
changing to the new accounting principle. This Statement requires
retrospective application to prior periods financial statements of
changes in accounting principle, unless it is impracticable to
determine either the period-specific effects of the cumulative effect
of the change. This Statement is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15,
2005. The Company does not expect application of SFAS No. 154 to have a
material affect on its financial statements.

Controls and Procedures

The chief executive officer and chief financial officer of Advanced
Minerals has made an evaluation of the disclosure controls and
procedures relating to the financial statements of Advanced Minerals
for the nine months ended September 30, 2005 and have judged such
controls and procedures to be effective as of September 30, 2005 (the
evaluation date).

There have not been any significant changes in the internal controls of
Advanced Minerals or other factors that could significantly affect
internal controls relating to Advanced Minerals since the evaluation
date.

MANAGEMENT

Our bylaws provide that the number of directors who shall constitute
the whole board shall be such number, as the board of directors shall
at the time have designated. Each director shall be selected for a term
of one year and until his successor is elected and qualified. Vacancies
are filled by a majority vote of the remaining directors then in office
with the successor elected for the un-expired term and until the
successor is elected and qualified.

The directors, executive officers and significant employees are as
follows:

NAME AGE POSITIONS HELD TERM
<s> <c> <c> <c>
Charles D. Hamilton 58 President, CEO, CFO January 3, 2005
Director to present

Gary Arthur 55 Director May 3, 2000
to present

Don Chapman 69 Director June 6, 2005
to present

Lee Meyer 82 Vice President of June 6, 2005
Marketing, Director to present

The above named directors will serve in their capacity as director
until our next annual shareholder meeting to be held within six months
of our fiscal year's close. Directors are elected for one-year terms.

Resumes

Charles D. Hamilton. Mr. Hamilton owned and operated two restaurants
in Oregon, The Hamilton House 1976-1998, 10,000 sq. ft. upscale dining
facility that sold for $1.4M. From 1998-2004 Hamilton developed and
operated the Hamilton River House located on the Rogue River. The
Hamilton River House sold in 2004 for $1.1M. From 1993-1999, Mr.
Hamilton was a director, executive committee member and treasurer of
the Oregon Restaurant Association, where he served to represent over
3,000 Oregon Restaurants.

Educated at Lewis and Clark College, Mr. Hamilton was awarded a BS degree
in Psychology. Mr. Hamilton did his graduate studies at San Francisco
State (Industrial Psychology and Organizational Behavior).

In 1972, he assisted in the development of the first local probation
department in Josephine County. In 1974, Mr. Hamilton applied for a grant
and was instrumental in development of the first residential treatment
center for young men on probation in the Grants Pass-Merlin area.

Gary Arthur. From 2001 to 2005, Mr. Arthur worked as a customer
service representative for Sprint, a communications company. From
1996 to present, Mr. Arthur provided consulting services on a self
employed basis. From 1985-1996, Mr. Arthur was the owner/operator of
Beaver Shook and Stock, a manufacturing business in Murphy, Oregon.
Gary?s management produced growth from original purchase in 1985 of
$100,000 per year to over $1.5 million when company sold in 1996. Mr.
Arthur has a bachelor of science degree in Business Administration from
the University of Maine in 1977 He earned an associate?s degree in
computer technology in 1977 when he attended Air Force University and
Cost Engineering at Richter College.

Don Chapman. Mr. Chapman graduated of Portland State University with
a degree in Behavioral Sciences in 1968. He was honorably dispatched
from the Army 1962. Mr. Chapman completed graduate studies in
marketing at University of Cincinnati and Xavier University.

Mr. Chapman worked for Bio-Organics, Inc. from 1996-present. Bio-Organics
is engaged in the manufacturing, distribution and marketing of biological
soil additives. He developed trade with Europeans and Asian marketplace
and has established business with over 20 dealerships in North and South
America. Mr. Chapman currently markets direct sales to landscapers,
farmers, gardeners, golf courses and plant nurseries. He also oversees
direct marketing via print advertising and internet marketing by
establishing website and automated ordering systems.

Don?s experience and employment background is extensive:
- - Burke Marketing Research, Cincinnati, Ohio, 1968-1975.
- - Account Executive trainee advancement to Chicago branch manager.
- - Mr. Chapman designed, administered, analyzed and presented survey
research results for major advertisers:
- Kraft Foods,
- Quaker,
- Sears,
- Allstate,
- KFC,
- Abbott Labs,
- US Army Recruiting Command,
- Pizza Hut,
- RJ Reynolds, and
- Wrigley.
- Ad Factors Inc., Chicago, Il, 1975-1986, CEO/President. Founded
company with three other employees of Burke Marketing Research. Designed
and conducted custom-design marketing/advertising strategy and evaluated
new products through home use trials/test markets. Clients include:
- Kraft Foods,
- Proctor & Gamble,
- BMW,
- United Airlines,
- Warner-Lambert,
- Citicorp,
- McDonald?s,
- General Mills and
- Apple Computer.

The company was named one of Inc. Magazine?s 500 fastest growing private
companies in 1982. With 330 employees and offices in Chicago, New York
and Philadelphia. Sold to a British investment company in 1986.

From 1986-1994, Mr. Chapman took a personal sabbatical leave. From 1994-
1996, Mr. Chapman developed a full service-advertising agency in
partnership with his son that produced printed ads, brochures and
television commercials.

Lee Meyer. Mr. Meyer is a currently a manager at Omni International,
LLC a company specializing in imported stone. A graduate from Arizona
State University with advanced studies, Mr. Meyer has a degree in
chemistry. Mr. Meyer has invented, manufactured and marketed products
in the paint industry. He is the founder and inventor of Stretchcoat,
a elastomer and lightweight latex paint for the building industry.
Other products invented and developed by Mr. Meyer include Coro-Chek, a
cleaner and lubricant for airless sprayers currently marketed
throughout the world and is sold under private labels to major
equipment manufactures.

Executive Officer Compensation

We may elect to award a cash bonus to key employees, directors,
officers and consultants based on meeting individual and corporate
planned objectives.

The following shows the annual salaries, bonuses and stock options for
our executive officers for the year ended March 31, 2005:

(1) Mr. Hamilton's aggregate restricted stock holdings at the end of
the last completed fiscal year were 1,389,808 common shares with a
value of $1,389.81. All common shares have a rule 144 restrictive
legend.

Individual Grants
- ---------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
(a) (b) (c) (d) (e)
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to
SARs Employees in Exercise or Base Expiration
Name Granted(#) Fiscal Year Price ($/Sh) Date
Charles D.
Hamilton - - - -

(1)All of the above options/SARs granted were exercisable based on 50%
of such options exercisable after the first anniversary date in which
they were awarded with the balance exercisable after the second
anniversary date.
Option/SAR Grants in Last Fiscal Year

(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
FY-End(#) FY-End($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercised(#) Value Realized($) Unexercisable Unexercisable
- ---------------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
Charles D.
Hamilton - - - -

The blank tables are intentional. No grants required to be disclosed
have been made.

We do not have any standard arrangements by which directors are
compensated for any services provided as a director. No cash has been
paid to the directors in their capacity as such.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 31, 2006, the number and
percentage of outstanding shares of Advanced Minerals common stock
owned by (i) each person known to us to beneficially own more than 5%
of its outstanding common stock, (ii) each director, (iii) each named
executive officer, and (iv) all officers and directors as a group.

Name of Common Stock % Class Owned % Class Owned
Beneficial Owner Beneficially Owned before offering after offering
<s> <c> <c> <c>
Charles D. Hamilton
233 Rogue River Highway
Grants Pass, Oregon 1,389,808 3.89% 3.48%

Lee Meyer 0 0.00% 0.00%
4045 Little Applegate Rd.
Jacksonville, Or.97530

Don Chapman 0 0.00% 0.00%
53606 Bridge Drive
La Pine, OR 97739

Gary Arthur
2054 Haviland
Grants Pass, Oregon 97527 700,000 25.42% 22.71%

Officers & Directors
As a Group (4 Persons) 2,089,808 29.31% 26.19%

Rogue Silicates, Inc.
P.O. Box 413
Murphy, Oregon 97533 5,000,000 31.66% 28.92%

Raymond Huckaba
7234 N. Applegate Road
Grants Pass, Oregon 97527 1,900,000 12.03% 10.98%

Percentages are based upon 15,788,807 issued and outstanding as of
January 31, 2006.

DESCRIPTION OF CAPITAL STOCK

The following statements constitute brief summaries of Advanced
Minerals? certificate of incorporation and bylaws, as amended.

Common Shares. Advanced Minerals? articles of incorporation authorize
it to issue up to 29,000,000 common shares and 1,000,000 preferred
shares, $0.001 par value per common and preferred share.

Liquidation Rights. Upon liquidation or dissolution, each outstanding
common share will be entitled to share equally in the assets of
Advanced Minerals legally available for distribution to shareholders
after the payment of all debts and other liabilities.

Dividend Rights. There are no limitations or restrictions upon the
rights of the board of directors to declare dividends out of any funds
legally available therefore. Advanced Minerals has not paid dividends
to date and it is not anticipated that any dividends will be paid in
the foreseeable future. The board of directors initially may follow a

policy of retaining earnings, if any, to finance the future growth of
Advanced Minerals. Accordingly, future dividends, if any, will depend
upon, among other considerations, Advanced Minerals? need for working
capital and its financial conditions at the time.

Voting Rights. Holders of common shares of Advanced Minerals are
entitled to voting rights of one hundred percent. Holders may cast one
vote for each share held at all shareholders meetings for all purposes.

Other Rights. Common shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional common shares in the event of a subsequent
offering. Common Shares do not have cumulative voting features. Our
By-laws allow action to be taken by written consent rather than at a
meeting of stockholders with the consent of the holders of a majority
of shares entitled to vote.

The authorized preferred stock may be issued from time to time in
series. The board of directors is authorized to establish such series,
to fix and determine the variations and the relative rights and
preferences as between series, and to thereafter issue such stock from
time to time. The board of directors is also authorized to allow for
conversion of the preferred stock to common stock under terms and
conditions as determined by the board of directors.

Transfer Agent. Fidelity Transfer Company 1800 South West Temple, Suite
301 Salt Lake City, Utah, 84115 will transfer stock for the company.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the date of this prospectus, there are 15,788,807 shares of our
common stock outstanding of which 1,121,001 common shares may be freely
traded without restriction. The 1,121,001 common shares were issued
pursuant to an exemption from registration under Section 4(2) and/or
Rule 504 of the Securities Act of 1933.

Upon the effectiveness of this registration statement, up to an
additional 1,500,000 common shares may be sold pursuant to this
prospectus and will be eligible for immediate resale in the public
market if and when any market for the common stock develops. The
remaining common shares will be restricted within the meaning of Rule
144 under the Securities Act, and are subject to the resale provisions
of Rule 144.

In general, under Rule 144, a person who has beneficially owned, for at
least one year, shares of common stock that have not been registered
under the Securities Act or that were acquired from an affiliate of
Advanced Minerals is entitled to sell within any three-month period the
number of shares of common stock that does not exceed the greater of:

- One percent of the number of then outstanding shares of common
stock, or

- The average weekly reported trading volume during the four
calendar weeks preceding the sale.

Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of Advanced Minerals under the
Securities Act during the three months preceding a sale and who has
beneficially owned such shares for at least two years is entitled to
sell the shares under Rule 144 without regard to the volume, notice,
information and manner of sale provisions. Affiliates must comply with
the restrictions and requirements of Rule 144 when transferring
restricted shares even after the two year holding period has expired
and must comply with the restrictions and requirements of Rule 144 in
order to sell unrestricted shares.

No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect
the prevailing market price of the common stock, as well as impair our
ability to raise capital through the issuance of additional equity
securities.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion of the SEC 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 the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the
small business issuer 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 small business
issuer 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.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not traded over the counter. We intend to apply for
the listing of our common stock on the Over The Counter Bulletin Board.

Holders

As of January 31, 2006, the approximate number of shareholders of
common stock of Advanced Minerals was 67.

Dividends

We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying any dividends in the foreseeable
future. We plan to retain any future earnings for use in our
business. Any decisions as to future payment of dividends will depend
on our earnings and financial position and such other factors, as the
board of directors deems relevant.

EXPERTS

The financial statements of Advanced Minerals appearing in this
registration statement have been audited by Larry O?Donnell, CPA, P.C.,
independent auditors and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and
auditing.

LEGAL PROCEEDINGS

There are no legal proceedings, pending or threatened, against Advanced
Minerals or its officers or directors in their capacity with Advanced
Minerals at this time.

LEGAL MATTERS

Jody M. Walker, Centennial, Colorado, will pass upon certain legal
matters with respect to the issuance of shares of common stock offered
by this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:

Advanced Minerals Technologies, Inc.
50 Beekman Sq.
Jacksonville, OR 97530
541-899-1500
Attention: Charles D. Hamilton, Chief Executive Officer and Chief
Financial Officer

Our fiscal year ends on December 31. We are a reporting company and
file annual, quarterly and current reports with the SEC. You may read
and copy any reports, statements, or other information we file at the
SEC's public reference room at 100 F Street, NE, Washington D.C. 20549.

You can request copies of these documents, upon payment of a
duplicating fee by writing to the SEC. Please call the SEC at 1-800-
SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings are also available to the public on
the SEC Internet site at http:\\www.sec.gov.

FINANCIAL STATEMENTS

The following financial statements required by Item 310 of Regulation
S-B are furnished below:

Balance Sheet ? September 30, 2005 and 2004(unaudited)
Statement of Operations for the Periods Ended September 30, 2005 and 2004
and November 9, 1999 (Inception) to September 30, 2005 (unaudited)
Statement of Cash Flows for the Periods Ended September 30, 2005 and 2004
and Inception (November 9, 1999) to September 30, 2005 (unaudited).
Notes to Financial Statements (unaudited)

Report of Independent Registered Public Accounting Firm dated October
12, 2005.
Balance Sheets ? December 31, 2004 and 2003
Statement of Operations for the periods ended December 31, 2004 and
2003 and inception (November 9, 1999) to December 31, 2004.
Statement of Changes in Stockholders' Equity for the periods ended
December 31, 2004 and 2003 and inception (November 9, 19999) to
December 31, 2004.
Statement of Cash Flows for the years ended December 31, 2004 and
inception (November 9, 1999) to December 31, 2003.
Notes to Financial Statements.

Advanced Minerals Technologies, Inc.
(a development stage company)
Balance Sheets
(unaudited)
September 30, 2005 and 2004

Assets

2005 2004
---------- ----------

Current assets
Cash $ 3,963 $ 3,871
Inventory 3,230 3,230
---------- ----------
Total current assets 7,193 7,101
---------- ----------
Property and equipment 1,540 1,540
Less accumulated depreciation 394 100
---------- ----------
1,146 1,440
---------- ----------
Mineral interest 8,348 8,348
---------- ----------
Security deposits 500 500
---------- ----------
$ 17,187 $ 17,389
========== ==========

Liabilities and Stockholders? Equity

Current liabilities
Loan payable $ 5,156 $ 156
---------- ----------
Total current liabilities 5,156 156
---------- ----------

Stockholders? equity
Preferred stock, $.001 par value, authorized
1,000,000 shares, none issued and outstanding
Common stock, $.001 par value, authorized
29,000,000 shares, issued and outstanding
15,788,807 shares 12,589 12,589
Additional paid in capital 63,011 63,011
Deficit accumulated during development stage (63,569) (58,367)
---------- ----------
12,031 17,233
---------- ----------
$ 17,187 $ 17,389
========== ==========

See Notes to Financial Statements

Advanced Minerals Technologies, Inc.
(a development stage company)
Statements of Operations
(Unaudited)
Periods Ended September 30, 2005 and 2004
And Inception (November 9, 1999) to September 30, 2005

Inception
(Nov 9, 1999)
to
2005 2004 Sept 30, 2005
---------- ---------- ----------
<s> <c> <c> <c>
Revenues $ 4,500 $ 890 $ 5,390

Operating expenses 6,579 7,302 68,959
---------- ---------- ----------

Net loss $ (2,079) $ (6,412) $ (63,569)
========== ========== ==========

Basic and diluted loss per share $ (.000) $ (.001) $ (.006)
========== ========== ==========

Weighted average number of
common shares outstanding 12,588,807 12,588,807 11,314,000
========== ========== ==========

See Notes to Financial Statements

34
Advanced Minerals Technologies, Inc.
(a development stage company)
Statements of Stockholders? Equity
(Unaudited)
Periods Ended September 30, 2005 and 2004
And Inception (November 9, 1999) to September 30, 2005

Additional
Common Stock Paid In Accumulated
Shares Amount Capital Deficit
---------- ---------- ---------- ----------
<s> <c> <c> <c> <c>
Issuance of common stock on
November 9, 1999 to founders
for services 2,000,000 $ 2,000 $ - $ (2,000)

Issuance of common stock on
May 3, 2000for services 1,452,000 1,452 - (1,452)

Issuance of common stock on
May 3, 2000 for mineral interests 8,348,000 8,348 - -
---------- ---------- ---------- ----------

Balance, December 31, 2001 11,800,000 11,800 - (3,452)

Issuance of common stock for cash 40,001 40 5,960 -

Issuance of common stock
for services 18,666 19 2,781 -

Net loss for the year - - - (8,017)
---------- ---------- ---------- ----------

Balance, December 31, 2002 11,858,667 11,859 8,741 (11,469)

Issuance of common stock for cash 730,140 730 54,270 -

Net loss for the year - - - (40,486)
---------- ---------- ---------- ----------

Balance, December 31, 2003 12,588,807 12,589 63,011 (51,955)

Net loss for the year - - - (9,535)
---------- ---------- ---------- ----------

Balance December 31, 2004 12,588,807 12,589 63,011 (61,490)

Net loss for the year - - - (2,079)
---------- ---------- ---------- ----------

Balance September 30, 2005 12,588,807 $ 12,589 $ 63,011 $ (63,569)
========== ========== ========== ==========

See the Notes to Financial Statement

Advanced Minerals Technologies, Inc.
(a development stage company)
Statements of Cash Flows
(Unaudited)
Periods Ended September 30, 2005 and 2004
And Inception (November 9, 1999) to September 30, 2005

Inception
(Nov 9, 1999)
to
2005 2004 Sept 30, 2005
---------- ---------- ----------
<s> <c> <c> <c>
Cash flows from operating activities
Net loss $ (2,079) $ (6,412) $ (63,569)
Noncash items Included in net loss
Common stock issued for services - - 6,252
Depreciation 252 100 394
Assets exchanged for fees - 5,000 5,000
Decrease (increase) in:
Inventory - - (3,230)
Security deposits - - (500)
---------- ---------- ----------
Net cash (used) provided by
operating activities (1,827) (1,312) (55,653)
---------- ---------- ----------
Cash flows from investing activities
Purchase of property and equipment - (1,190) (6,540)
Increase (decrease) in loans receivable - 5,344 -
---------- ---------- ----------
Net cash used by investing activities - 4,154 ( 6,540)
---------- ---------- ----------
Cash flows from financing activities
Increase of loans payable 5,000 156 5,156
Sale of common stock - - 61,000
---------- ---------- ----------
Net cash provided by financing activities 5,000 156 66,156
---------- ---------- ----------
Net increase (decrease) in cash 3,173 2,998 3,963

Cash, beginning 790 873 -
---------- ---------- ----------
Cash, ending $ 3,963 $ 3,871 $ 3,963
========== ========== ==========
Schedule of non-cash investing and
financing transactions
Mineral rights acquired
Issuance of common stock $ 8,348
==========
Equipment exchanged for annual fees $ 5,000
==========

See Notes to Financial Statements

Advanced Minerals Technologies, Inc.
Notes to Financial Statements
(Unaudited)

Note 1 ? Organization and Summary of Significant Accounting Policies

Organization of Business
- ------------------------
The Company was incorporated as Swan Land and Cattle Company in the
state of Wyoming on November 9, 1999. On November 17, 1999 the name
was changes to U.S. Sonix, Inc. On March 27, 2000 the name was changed
to Advanced Minerals Technologies, Inc.

The Company is formulating plans to process, market and distribute a
unique mineralized clay classified as pyrophyllite. The Company has
acquired the mineral interest of pyrophyllite ore in Oregon.

The Company has not achieved significant revenues and is a development
stage company.

Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reporting
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the periods.
Management makes these estimates using the best information available
at the time the estimates are made; however, actual results could
differ materially from these estimates.

Fair Value of Financial Instruments
- -----------------------------------
Fair value estimates are based upon certain market assumptions and
pertinent information available to management as of September 30, 2005.
The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments
include cash. Fair values were assumed to approximate carrying values
for cash and payables because they are short term in nature and their
carrying amounts approximate fair values or they are payable on demand.

Comprehensive Income
- --------------------
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income, establishes requirements for disclosure of
comprehensive income (loss). The Company did not have any components of
comprehensive income (loss) to report.

Cash equivalents
- ----------------
The Company maintains a cash balance in a non-interest-bearing account
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments
with an original maturity of three months or less are considered to be
cash equivalents.

Property and Equipment
- ----------------------
Property and equipment are stated at cost, net of accumulated
depreciation. Depreciation is provided primarily by the straight-line
method over the estimated useful lives of the related assets of five
years.

Mineral Interests
- -----------------
Mineral Interests is carried at cost.

Net Loss Per Share
- ------------------
SFAS No. 128, Earnings per Share, requires dual presentation of basic and
diluted earnings or loss per share (?EPS?) for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator
of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that then shared in the
earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common
shareholders by the weighted average number of common shares outstanding
during the period. Diluted loss per share reflects the potential dilution
that could occur if dilutive securities and other contracts to issue
common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the
Company, unless the effect is to reduce a loss or increase earnings per
share. The Company had no potential common stock instruments, which would
result in a diluted loss per share. Therefore, diluted loss per share is
equivalent to basic loss per share.

Stock-Based Compensation
- ------------------------
SFAS No. 123, Accounting For Stock-Based Compensation, defines a fair-
value-based method of accounting for stock-based employee compensation
plans and transactions in which an entity issues its equity instruments to
acquire goods or services from non-employees, and encourages but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company, at times, issues shares of
common stock in payment for services rendered to the Company. The
estimated fair value of the shares issued approximates the value of the
services provided.

The Company accounts for employee stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion
No. 25, Accounting For Stock Issued To Employees ("APB No. 25") and
related interpretations. Accordingly, compensation cost for stock options
is measured as the excess, if any, of the quoted market price of the
Company's common stock at the date of the grant over the amount an
employee must pay to acquire the stock.

Revenue recognition
- -------------------
The Company recognizes revenue on an accrual basis as it invoices for
product. The Company recognizes revenue after the product has been
delivered.

Advertising
- -----------
Advertising costs are expensed as incurred.

Income Taxes
- ------------
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to reverse. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the
statement of operations in the period that includes the enactment date.

Inventory
- ---------
Inventory consists of production materials and is stated at the lower of
cost (first-in, first-out method), or market value.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs an
amendment of ARB No. 43, Chapter 4". This Statement clarifies the
accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted materials. This Statement is effective for

inventory costs incurred during fiscal years beginning after June 15,
2005. The initial application of SFAS No. 151 will have no impact on the
Company's financial statements.

In December 2004, the FASB issued SFAS No. 152, "Accounting for Real
Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66
and 67". This Statement references the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position 04-2, "Accounting for Real Estate Time-Sharing
Transactions". This Statement also states that the guidance for
incidental operations and costs incurred to sell real estate projects does
not apply to real estate time-sharing transactions. This Statement is
effective for financial statements for fiscal years beginning after June
15, 2005. The initial application of SFAS No. 152 will have no impact on
the Company's financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets - a replacement of APB Opinion No. 20 and FASB Statement No. 3".
This Statement eliminates the exception for non-monetary exchanges of
similar productive assets and replaces it with a general exception for
exchanges of non-monetary assets that do not have commercial substance. A
non-monetary exchange has commercial substance if the future cash flows of
the entity are expected to change significantly as a result of the
exchange. This Statement is effective for non-monetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company
does not expect application of SFAS No. 153 to have a material affect on
its financial statements. This Statement is effective for non-monetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005.
The Company does not expect application of SFAS No. 153 to have a material
affect on its financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error -
an amendment of APB Opinion No. 29". This Statement applies to all
voluntary changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the usual instance that the
pronouncement does not include specific transition provisions. When a
pronouncement includes specific transition provisions, those provisions
should be followed. Opinion 20 previously required that most voluntary
changes in accounting principle be recognized by including in net income
of the period of the change the cumulative effect of changing to the new
accounting principle. This Statement requires retrospective application
to prior periods financial statements of changes in accounting principle,
unless it is impracticable to determine either the period-specific effects
of the cumulative effect of the change. This Statement is effective for
accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The Company does not expect
application of SFAS No. 154 to have a material affect on its financial
statements.

Note 2 - Stockholders' Equity

Common Stock
- ------------
Dividends may be paid on outstanding shares as declared by the Board of
Directors. Each share of common stock is entitled to one vote.

Preferred Stock
- ---------------
No shares of preferred stock have been issued or are outstanding.
Dividends, voting rights and other terms, rights and preferences of the
preferred shares have not been designated but may be designated by the
Board of Directors from time to time.

Note 3 - Income Taxes

There is no provision for income taxes since the Company has incurred net
operating losses. Income taxes at the federal statutory rate is
reconciled to the Company?s actual income taxes as follows:

2005 2004
---------- ----------
Federal income tax benefit at
statutory rate (34%) $ (900) $ (2,100)
State income tax benefit net of
federal tax effect - -
Deferred income tax valuation allowance 900 2,100
---------- ----------
$ - $ -
========== ==========

The Company?s deferred tax assets are as follows:

2005 2004
---------- ----------
Net operating loss carry forward $ 20,300 $ 19,700
Valuation allowance (20,300) (19,700)
---------- ----------
$ - $ -
========== ==========

At September 30, 2005, the Company has net operating loss carry
forwards of $56,000 which may be available to offset future
taxable income through 2023.

Note 4 - Mineral Interest

On April 20, 2000 the Company has acquired the mineral interest of
pyrophyllite ore in Oregon. The seller has agreed to sell to the Company
10 million tons of pyrophyllite for 5,000,000 shares of common stock. The
stock has been valued at its par value of $.001 per share. The will also
pay to the buyer $5,000 per year for maintenance.

Larry O'Donnell, CPA, P.C.

Telephone (303) 745-4545 2228 South Fraser Street
Unit 1
Aurora, Colorado 80014

Independent Auditor?s Report

Board of Directors
Advanced Minerals Technologies, Inc.

I have audited the accompanying balance sheets of Advanced Minerals
Technologies, Inc. (a development stage company) as of December 31, 2004
and 2003 the related statements of operations, stockholders? equity and
cash flows for the two years then ended and the period from inception
(November 9, 1999) to December 31, 2004. These financial statements are
the responsibility of the Company?s management. My responsibility is to
express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes excavating, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. I believe my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Advanced Minerals
Technologies, Inc. (a development stage company) as of December 31, 2004
and 2003 and the results of its operations and cash flows for the two
years then ended and the period from inception (November 9, 1999) to
December 31, 2004 in conformity with generally accepted accounting
principles in the United States of America.

October 12, 2005

Advanced Minerals Technologies, Inc.
(a development stage company)
Balance Sheets
December 31, 2004 and 2003

Assets

2004 2003
---------- ----------
Current assets
Cash $ 790 $ 873
Loan receivable ? shareholder - 5,344
Inventory 3,230 3,230
---------- ----------
Total current assets 4,020 9,447
---------- ----------
Property and equipment 1,540 5,350
Less accumulated depreciation 142 -
---------- ----------
1,398 5,350
---------- ----------
Mineral interest 8,348 8,348
---------- ----------
Security deposits 500 500
---------- ----------
$ 14,266 $ 23,645
========== ==========

Liabilities and Stockholders? Equity

Current liabilities
Loan payable $ 156 $ -
---------- ----------
Total current liabilities 156 -
---------- ----------

Stockholders? equity
Preferred stock, $.001 par value, authorized
1,000,000 shares, none issued and outstanding
Common stock, $.001 par value, authorized
29,000,000 shares, issued and outstanding
12,588,807 shares 12,589 12,589
Additional paid in capital 63,011 63,011
Deficit accumulated during development stage (61,490) (51,955)
---------- ----------
14,110 23,645
---------- ----------
$ 14,266 $ 23,644
========== ==========

See Notes to Financial Statements

Advanced Minerals Technologies, Inc.
(a development stage company)
Statements of Operations
Years Ended December 31, 2004 and 2003
And Inception (November 9, 1999) to December 31, 2004

Inception
(Nov 9, 1999)
to
2004 2003 Dec 31, 2004
---------- ---------- ----------
Revenues $ 890 $ - $ 890

Operating expenses 10,425 40,486 62,380
---------- ---------- ----------

Net loss $ (9,535) $ (40,486) $ (61,490)
========== ========== ==========

Basic and diluted loss per share $ (.001) $ (.003) $ (.006)
========== ========== ==========

Weighted average number of
common shares outstanding 12,588,807 12,210,000 11,130,000
========== ========== ==========

See Notes to Financial Statements

Advanced Minerals Technologies, Inc.
(a development stage company)
Statements of Stockholders? Equity
Periods Ended December 31, 2004 and 2003
And Inception (November 9, 1999) to December 31, 2004

Issuance of common stock on
May 3, 2000 for services 1,452,000 1,452 - (1,452)

Issuance of common stock on
May 3, 2000 for mineral interests 8,348,000 8,348 - -
---------- ---------- ---------- ----------

Balance, December 31, 2001 11,800,000 11,800 - (3,452)

Issuance of common stock for cash 40,001 40 5,960 -

Issuance of common stock
for services 18,666 19 2,781 -

Net loss for the year - - - (8,017)
---------- ---------- ---------- ----------

Balance, December 31, 2002 11,858,667 11,859 8,741 (11,469)

Issuance of common stock for cash 730,140 730 54,270 -

Net loss for the year - - - (40,486)

---------- ---------- ---------- ----------

Balance, December 31, 2003 12,588,807 12,589 63,011 (51,955)

Net loss for the year - - - (9,535)
---------- ---------- ---------- ----------

Balance December 31, 2004 12,588,807 $ 12,589 $ 63,011 $ (61,490)
========== ========== ========== ==========

See the Notes to Financial Statements

Advanced Minerals Technologies, Inc.
(a development stage company)
Statements of Cash Flows
Years Ended December 31, 2004
And Inception (November 9, 1999) to December 31, 2003

Inception
(Nov 9, 1999)
to
2004 2003 Dec 31, 2004
---------- ---------- ----------
<s> <c> <c> <c>
Cash flows from operating activities
Net loss $ (9,535) $ (40,486) $ (61,490)
Noncash items Included in net loss
Common stock issued for services - - 6,252
Depreciation 142 - 1,142
Assets exchanged for fees 5,000 - 5,000
Decrease (increase) in:
Inventory (3,230) - (3,230)
Security deposits - (500) (500)
---------- ---------- ----------
Net cash (used) provided by
operating activities (4,393) (44,216) (53,826)
---------- ---------- ----------
Cash flows from investing activities
Purchase of property and equipment (1,190) (5,350) (6,540)
Increase (decrease) in loans receivable 5,344 (4,620) -
---------- ---------- ----------
Net cash used by investing activities 4,154 (9,970) ( 6,540)
---------- ---------- ----------
Cash flows from financing activities
Increase of loans payable 156 - 156
Sale of common stock - 55,000 61,000
---------- ---------- ----------
Net cash provided by financing activities 156 55,000 61,156

Net increase (decrease) in cash (83) 814 790

Cash, beginning 873 59 -
---------- ---------- ----------
Cash, ending $ 790 $ 873 $ 790
========== ========== ==========
Schedule of noncash investing and financing transactions
Mineral rights acquired
Issuance of common stock $ 8,348
==========
Equipment exchanged for annual fees $5,000
==========

See Notes to Financial Statements

46
Advanced Minerals Technologies, Inc.
Notes to Financial Statements

Note 1 ? Organization and Summary of Significant Accounting Policies

Organization of Business

The Company was incorporated as Swan Land and Cattle Company in the
state of Wyoming on November 9, 1999. On November 17, 1999 the name
was changes to U.S. Sonix, Inc. On March 27, 2000 the name was changed
to Advanced Minerals Technologies, Inc.

The Company is formulating plans to process, market and distribute a
unique mineralized clay classified as pyrophyllite. The Company has
acquired the mineral interest of pyrophyllite ore in Oregon.

The Company has not achieved significant revenues and is a development
stage company.

Fair Value of Financial Instruments
- -----------------------------------
Fair value estimates are based upon certain market assumptions and
pertinent information available to management as of December 31, 2004.
The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial
instruments include cash. Fair values were assumed to approximate
carrying values for cash and payables because they are short term in
nature and their carrying amounts approximate fair values or they are
payable on demand.

Mineral Interests
- -----------------
Mineral Interests is carried at cost.

Net Loss Per Share
- ------------------
SFAS No. 128, Earnings per Share, requires dual presentation of basic
and diluted earnings or loss per share (?EPS?) for all entities with
complex capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation. Basic EPS excludes
dilution; diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised
or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to
common shareholders by the weighted average number of common shares
outstanding during the period. Diluted loss per share reflects the
potential dilution that could occur if dilutive securities and other
contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that then shared in
the earnings of the Company, unless the effect is to reduce a loss or
increase earnings per share. The Company had no potential common stock
instruments, which would result in a diluted loss per share.
Therefore, diluted loss per share is equivalent to basic loss per
share.

Stock-Based Compensation
- ------------------------
SFAS No. 123, Accounting For Stock-Based Compensation, defines a fair-
value-based method of accounting for stock-based employee compensation
plans and transactions in which an entity issues its equity instruments
to acquire goods or services from non-employees, and encourages but
does not require companies to record compensation cost for stock-based
employee compensation plans at fair value. The Company, at times,
issues shares of common stock in payment for services rendered to the
Company. The estimated fair value of the shares issued approximates
the value of the services provided.

The Company accounts for employee stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, Accounting For Stock Issued To Employees ("APB No. 25")
and related interpretations. Accordingly, compensation cost for stock
options is measured as the excess, if any, of the quoted market price
of the Company's common stock at the date of the grant over the amount
an employee must pay to acquire the stock.

Revenue recognition
- -------------------
The Company recognizes revenue on an accrual basis as it invoices for
product. The Company recognizes revenue after the product has been
delivered.

Advertising
- -----------
Advertising costs are expensed as incurred.

Income Taxes
- ------------
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to reverse.
The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the statement of operations in the period that
includes the enactment date.

Inventory
- ---------
Inventory consists of production materials and is stated at the lower
of cost (first-in, first-out method), or market value.

Recently Issued Accounting Pronouncements
- -----------------------------------------
In January, 2004 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 132 (revised 2003)
?Employers? Disclosures about Pensions and Other Postretirement
Benefits?, an amendment of FASB Statements No. 87, 88, and 106. The
Statement revises employers? disclosures about pension plans and other
postretirement benefit plans. The statement retains the disclosure
requirements contained in FASB Statement No. 132, which it replaces,
and requires additional annual disclosures about the assets,
obligations, cash flows, and net periodic benefit cost of defined
benefit pension plans and other defined benefit postretirement plans.
Statement No. 132R requires us to provide disclosures in interim
periods for pensions and other postretirement benefits. We adopted
Statement No. 132R in the quarter ended March 31, 2004. In November
2004, the FASB issued SFAS No. 151, "Inventory Costs an amendment of
ARB No. 43, Chapter 4". This Statement clarifies the accounting for
abnormal amounts of idle facility expense, freight, handling costs, and
wasted materials. This Statement is effective for inventory costs
incurred during fiscal years beginning after June 15, 2005. The
initial application of SFAS No. 151 will have no impact on the
Company's financial statements.

provided in AICPA Statement of Position 04-2, "Accounting for Real
Estate Time-Sharing Transactions". This Statement also states that the
guidance for incidental operations and costs incurred to sell real
estate projects does not apply to real estate time-sharing
transactions. This Statement is effective for financial statements for
fiscal years beginning after June 15, 2005. The initial application of
SFAS No. 152 will have no impact on the Company's financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets - a replacement of APB Opinion No. 20 and FASB Statement No. 3".
This Statement eliminates the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance. A
nonmonetary exchange has commercial substance if the future cash flows of
the entity are expected to change significantly as a result of the
exchange. This Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company
does not expect application of SFAS No. 153 to have a material affect on
its financial statements. This Statement is effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005.
The Company does not expect application of SFAS No. 153 to have a material
affect on its financial statements.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error -
an amendment of APB Opinion No. 29". This Statement applies to all
voluntary changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the usual instance that the
pronouncement does not include specific transition provisions. When a
pronouncement includes specific transition provisions, those provisions
should be followed. Opinion 20 previously required that most voluntary
changes in accounting principle be recognized by including in net income
of the period of the change the cumulative effect of changing to the new
accounting principle. This Statement requires retrospective application
to prior periods financial statements of changes in accounting principle,
unless it is impracticable to determine either the period-specific effects
of the cumulative effect of the change. This Statement is effective for
accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The Company does not expect
application of SFAS No. 154 to have a material affect on its financial
statements.

Note 2 - Stockholders' Equity

Common Stock
- ------------
Dividends may be paid on outstanding shares as declared by the Board of
Directors. Each share of common stock is entitled to one vote.

Note 3 - Income Taxes

There is no provision for income taxes since the Company has incurred net
operating losses. Income taxes at the federal statutory rate is
reconciled to the Company?s actual income taxes as follows:

2004 2003
---------- ----------
Federal income tax benefit at
statutory rate (34%) $ (1,800) $ (13,600)
State income tax benefit net of
federal tax effect - -
Deferred income tax valuation allowance 1,800 13,600
---------- ----------
$ - $ -
========== ==========

The Company?s deferred tax assets are as follows:

2004 2003
---------- ----------
Net operating loss carryforward $ 19,400 $ 17,600
Valuation allowance (19,400) (17,600)
---------- ----------
$ - $ -
========== ==========

At December 31, 2004, the Company has net operating loss
carryforwards of $56,000 which may be available to offset future
taxable income through 2023.

Note 4 - Mineral Interest

Up to a Maximum of 1,500,000 Common Shares,

Prospectus

Advanced Minerals Technologies, Inc.

February 13, 2006

YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. THE SELLING SECURITY HOLDERS
ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE
DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF COMMON STOCK.

Until __________________2007, all dealers and selling stockholders that
effect transactions in these securities, whether or not participating
in this offering, may be required to deliver a prospectus. This is in
addition to the dealers' obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or
subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered.
The registrant shall pay the expenses.

SEC Registration Fee . . . . . . $ 353.10
Printing and Engraving Expenses 1,500.00
Legal Fees and Expenses . . . . 18,000.00
Accounting Fees and Expenses. . 5,000.00
Miscellaneous . . . . . . . . . 2,500.00
--------
TOTAL . . . . . . . . . . . . . $27,353.10
==========

Item 26. Recent Sales of Unregistered Securities

Advanced Minerals has not issued any securities within the last three
years.

Item 27. Exhibits

INDEX TO EXHIBITS

Exhibit Number and Identification of Exhibit
(a) Exhibits

(3) Articles of Incorporation, By-Laws and Stock Option Plan.
(i) Articles of Incorporation.
(ii) By-Laws.
(iv) Instruments defining common stock
(5) Consent and opinion of Jody M. Walker, Attorney At Law.
(10) Purchase agreement dated April 20, 2000 between Advanced
Minerals and Rogue Silicates, Inc.
(11) Statement of Computation of Per Share Earnings
This Computation appears in the Financial Statements.
(23) Consent of Certified Public Accountant.

Item 28. Undertakings

(a) The undersigned registrant undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of
the Securities Act;

ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together, represent a
fundamental change in the information in the registration statement.
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 end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC in accordance
with Rule 424(b) of this chapter, 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; and

iii. Include any additional or changed material on the plan of
distribution.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered, and
the offering of such securities at that time shall be deemed 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) i. That, for the purpose of determining liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant as
provided in Rule 424(b)(1) or (4), or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.

ii. For determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant as provided in the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
SEC 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 the
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.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, in the City of Grants Pass, State of Oregon on the 13th
day of February 2006.

Advanced Minerals Technologies, Inc.

/s/Charles D. Hamilton
- ------------------------------
By: Charles D. Hamilton, President

In accordance with the requirements of the Securities Act of 1933,
the following persons in the capacities and on the dates stated
signed this registration statement.

Advanced Minerals, Inc.
(Registrant)

By: /s/Charles D. Hamilton Dated: February 13, 2006
-----------------------
Charles D. Hamilton
Director, Chief Executive Officer
Chief Financial Officer, Controller

By: /s/Lee Meyer Dated: February 13, 2006
-----------------------
Lee Meyer
Director

By: /s/Don Chapman Dated: February 13, 2006
-----------------------
Don Chapman
Director

By: /s/Gary Arthur
----------------------- Dated: February 13, 2006
Gary Arthur
Director