SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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International Tech. Corp.
(Name of small business issuer in its charter)
Nevada *** 95-4811167
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification
Number)
341 Promontory Drive West
Newport Beach, CA 92660
(Address and telephone number of principal executive offices)
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341 Promontory Drive West
Newport Beach, CA 92660
Telephone: 949-675-7909 Facsimile: 949-675-1697
(Address of principal place of business or
intended principal place of business)
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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THE REGISTRANT HEREBY 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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CALCULATION OF REGISTRATION FEE
<F>
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TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Common Stock, .001 par $2,000,000 $1.00 $2,000,000 $1,280
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Total $2,000,000 $1.00 $2,000,000 $1,280
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DATED: October 25, 2000
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING
TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
[CAPTION]
PROSPECTUS
International Tech. Corp.
2,000,000 SHARES OF COMMON STOCK
Up to 2,000,000 of the shares of Common Stock offered hereby (the "Offering")
are being sold by International Tech. Corp. ("ITC"). There is no minimum
contingency and no escrow or impound, and the proceeds may be utilized by ITC
in its discretion. ITC's Common Stock is not currently listed or quoted on any
quotation medium. There can be no assurance that ITC's common stock will ever
be quoted on any quotation medium or that any market for ITC's stock will ever
develop. The offering will terminate 12 months from the date of this
prospectus.
------------------------
THE COMMON STOCK OFFERED HEREBY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF
RISK AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS" AND "DILUTION."
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2) COMPANY(1)
Per Share........ $ 1.00 $ 0 $ 1.00
Total ........... $ 2,000,000 $ 0 $2,000,000
(1) Before deducting expenses payable by ITC, estimated at approximately
$5,500. This offering is self-underwritten, so ITC is not obligated to pay
commissions or fees on the sales of any of the shares. This offering is for up
to 2,000,000 common shares. There is no minimum contingency, and the proceeds
may be used in ITC's discretion.
(2)The shares of Common Stock are being offered by ITC through its officers and
directors, subject to prior sale, when, as, and if delivered to and accepted by
ITC and subject to the approval of certain legal matters by counsel and certain
other conditions. ITC reserves the right to withdraw, cancel or modify the
Offering and to reject any order in whole or in part.
October 25, 2000
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.................................... 1
Risk Factors.......................................... 3
ITC is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4
Use of Proceeds....................................... 5
Dividend Policy....................................... 5
Price Range of Securities............................. 6
Capitalization........................................ 6
Dilution.............................................. 6
Selected Financial Data............................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.......................................... 8
Business.............................................. 8
Management............................................ 12
Certain Transactions.................................. 13
Principal Stockholders................................ 13
Description of Securities............................. 14
Shares Eligible for Future Sale....................... 15
Underwriting.......................................... 15
Legal Matters......................................... 15
Experts............................................... 16
Index to Financial Statements......................... 16
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PROSPECTUS SUMMARY
CORPORATE BACKGROUND
International Tech. Corp. ("ITC") was incorporated in the State of Nevada, on
December 30, 1997. ITC is a development stage corporation, which has not yet
begun its planned operations of engaging in the business of toxic waste
disposal. There can be no assurance that ITC's common stock will ever develop a
market.
THE TECHNOLOGY
ITC intends to utilize the "BalPac" Thermal Conversion System manufactured by
Balboa Pacific Corporation to reduce toxic substances to sterile ash and hot
exhaust gases. The BalPac system is not an incinerator. Rather than burning
waste, the system thermally degrades organic materials at temperatures in
excess of 1200 degrees Fahrenheit. The ash produced in primarily carbon and
stabilized or oxidized metals. The hot gases produced may be used for a variety
of applications, including co-generation. Emissions resulting from the
decomposition of waste by the BalPac system meet all the standards set by the
United States Environmental Protection Agency. There is no smoke, odor, or
soot.
The system is transportable, which means that it can be moved from one customer
to another.
1
THE OFFERING
Common Stock Offered......................... Up to 2,000,000 shares
Common Stock Outstanding after the
Offering................................... 5,000,000 shares(1)
Use of Proceeds.............................. Working capital
Symbol....................................... None
Risk Factors................................. The shares of Common Stock
offered hereby involve a high degree of
risk and immediate substantial
dilution See"Risk Factors" and
"Dilution"
Term of offering.............................12 months from date of prospectus
---------------------------------
(1) Figures are based on the current outstanding shares of 3,000,000.
SUMMARY FINANCIAL DATA
The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including Notes,
included elsewhere in this Prospectus. The statement of operations data for the
period inception to August 1, 2000 and the consolidated balance sheet data at
August 1, 2000 come from ITC's audited Consolidated Financial Statements
included elsewhere in this Prospectus. The consolidated statement of operations
data for the period inception to August 1, 2000 come from ITC's audited
financial statements for those years, which are included in this Prospectus.
These statements include all adjustments that ITC considers necessary for a
fair presentation of the financial position and results of operations at that
date and for such periods. The operating results for the period ended 2000 do
not necessarily indicate the results to be expected for the full year or for
any future period.
BALANCE SHEET DATA:
August 1, 2000
----------------
Assets: ............................................ $ 2,500
=======
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 30,000,000 shares,
Issued 3,000,000 shares at August 1,
2000 .................................. 3,000
-------
Total Stockholders' Equity .................... $ 2,500
-------
Total Liabilities and
Stockholders' Equity ........................ $ 2,500
=======
STATEMENT OF OPERATIONS DATA: Cumulative
Since
inception
Period ended of
August 1,2000 Development
Stage
------------- ------------
Revenues: .................................. $ -- $ --
General and administrative Expenses: ....... -- --
----- -----
Net income (loss)...................... $ -- --
----- -----
Loss per share ............................. $ -- $ -
===== =====
2
RISK FACTORS
PROSPECTIVE INVESTORS IN THE SHARES OFFERED SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION APPEARING IN THIS
PROSPECTUS.
ITC is a development stage company with no operating history.
This makes it difficult to evaluate its future performance and prospects. ITC's
prospects must be considered in light of the risks, expenses, delays and
difficulties frequently encountered in establishing a new business in an
emerging and evolving industry characterized by intense competition. Since
inception, ITC has incurred losses.
3
Terms of offering-no minimum contingency.
There is no minimum contingency or escrow of any funds received by ITC in this
offering, and any funds received may be utilized by ITC for any corporate
purpose as the funds are received. There will be no escrow of any of the
proceeds of this offering.
Related party transactions and possible conflicts of interest.
ITC has engaged in transactions with certain of its officers, directors and
principal stockholders. The terms of such transactions were determined without
arms' length negotiations and could create, or appear to create, potential
conflicts of interest which may not necessarily be resolved in ITC's favor. See
"Certain Transactions."
Dilution.
The public offering price is substantially higher than the net tangible book
value per share of the currently outstanding Common Stock. Investors purchasing
shares of Common Stock in the Offering will therefore experience immediate
dilution in net tangible book value, assuming a $1.00 per share offering price.
See "Dilution."
New industry; uncertainty of market acceptance.
The toxic waste disposal industry is an emerging market characterized by an
increasing and substantial number of new competitors that have introduced or
are developing an array of new products and services, including interactive,
enhanced and value-added services. Each of these entrants is seeking to
position its products and services as the preferred method. As is typical in an
emerging industry, market acceptance of newly introduced products and services
is uncertain.
4
USE OF PROCEEDS
The net proceeds to ITC from the sale of the shares of Common Stock offered
hereby are estimated to be approximately $2,000,000. ITC intends to use these
proceeds for web site promotion, working capital and general corporate
purposes, as follows:
Use Amount
Offering expenses $ 5,500
Purchase of 2 Bal Pac units 1,000,000
Working capital 994,500
----------
Total: $2,000,000
The following table shows ITC's use of proceeds if 10%, 25%, 50%, 75%, and/or
100% of the shares are sold. Further, there can be no assurance that any
shares will be sold in this offering.
10% 25% 50% 75%
--- ----- ------ -------
Offering expenses $ 5,500 $ 5,500 $ 5,500 $ 5,500
Purchase of Bal Pac Units 0 494,500 500,000 1,000,000
Working capital 194,500 0 494,500 494,500
-------- ------- -------- ---------
Totals: $ 200,000 $500,000 $1,000,000 $1,500,000
The allocation of the net proceeds of the Offering set forth above represents
ITC's best estimates based upon its current plans and certain assumptions
regarding industry and general economic conditions and ITC's future revenues
and expenditures. If any of these factors change, ITC may find it necessary or
advisable to reallocate some of the proceeds within the above-described
categories.
Proceeds not immediately required for the purposes described above will be
invested temporarily, pending their application as described above, in
short-term United States government securities, short-term bank certificates of
deposit, money market funds or other investment grade, short-term, interest-
bearing instruments.
There can be no assurance that ITC will raise any proceeds at all from this
offering.
DIVIDEND POLICY
ITC has never declared or paid cash dividends on its capital stock.
ITC currently intends to retain earnings, if any, to finance the growth and
development of its business and does not anticipate paying any cash
dividends in the foreseeable future.
5
PRICE RANGE OF SECURITIES
ITC's common stock is not listed or quoted at the present time, and there is no
present public market for ITC's common stock. ITC has obtained a market maker
who has agreed to file an application for ITC's securities to be quoted on the
NASD OTC Bulletin Board(Bulletin Board), upon the effectiveness of this
Registration Statement, but the obtaining of a quotation is subject to NASD
approval, and there can be no assurance that ITC's stock will be quoted on the
Bulletin Board. Thus, there can be no assurance that the NASD will accept ITC's
market maker's application on Form 211. Therefore, there can be no assurance
that a public market for ITC's common stock will ever develop.
DILUTION
As of August 1, 2000, ITC's net tangible book value was $0, or $0 per share of
common stock. Net tangible book value is the aggregate amount of ITC's tangible
assets less its total liabilities. Net tangible book value per share represents
ITC's total tangible assets less its total liabilities, divided by the number
of shares of common stock outstanding. After giving effect to the sale of
2,000,000 shares at an offering price of $1.00 per share of Common Stock,
application of the estimated net sale proceeds (after deducting offering
expenses of $5,500), ITC's net tangible book value as of the closing of this
offering would increase from $0 to $.40 per share. This represents an immediate
increase in the net tangible book value of $.40 per share to current
shareholders, and immediate dilution of $.60 per share to new investors, as
illustrated in the following table:
6
Public offering price per
share of common stock..............................................$1.00
Net tangible book value per share before offering..................$0
Increase per share attributable to new investors...................$ .40
Net tangible book value per share after offering...................$ .40
Dilution per share to new investors................................$ .60
Percentage dilution................................................ 60%
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with ITC's
Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.
COMPANY OVERVIEW
ITC was organized on December 30, 1997, and has not yet commenced operations.
ITC is engaged in the business of hazardous waste disposal. ITC's common stock
is not listed on any recognized exchange or quoted on any quotation medium.
There can be no assurance that its common stock will ever develop a market.
PLAN OF OPERATIONS-IN GENERAL
ITC is a development stage corporation, which has not yet begun its planned
operations of engaging in the business of toxic waste disposal. ITC's plan is
to purchase and/or lease Bal Pac mobile disposal systems and to put them in to
service disposing of toxic waste for company customers to be developed. ITC has
financed its operations to date through the sale of its securities. ITC's first
phase of its plan of operations is to put a BalPac system into operation. If
ITC raises sufficient funds from this offering to buy a BalPac system, then it
will buy the first system and put the remainder of funds, if any, raised in the
offering, into working capital, which may be sued to buy or lease the second
system. If ITC is not successful in raising enough cash to buy the system, it
will lease the system, in which event ITC needs only to raise sufficient funds
to come up with a down payment on a lease, and operating capital for the first
year. There can be no assurance that ITC will be successful in raising any
capital from this offering, which capital is essential to begin its plan of
operations.
ITC has no current material commitments. ITC will seek to raise capital as a
cash reserve, but there can be no assurance that ITC will be successful in
raising the capital it needs through sales of its common stock.
There is no contemplated product research and development costs ITC will
perform for the next twelve months. ITC expects to incur expenses for the
purchase or lease of a Bal Pac Unit and will hire at least three additional
employees necessary to operate the unit on three shifts.
ITC's plan of operations over the next 12 months includes the development of
its customer base and the raising of capital to purchase and/or lease the Bal
Pac Systems. There can be no assurance that ITC will be able to begin these
operations.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. ITC's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing efforts; and the
pace and success of product research and development. These and other factors
may cause expectations to differ.
During the next twelve months, ITC plans to satisfy its cash requirements by
additional equity financing. This will be in the form of private placements of
restricted common stock. There can be no assurance that ITC will be successful
in raising additional equity financing, and, thus, be able to satisfy its cash
requirements, which primarily consist of legal and accounting fees at the
present time. ITC presently has no cash with which to satisfy any future cash
requirements. ITC will need a minimum of $500,000 to satisfy its cash
requirements for the next 12 months, which include operating capital expenses
and an amount necessary to lease the first BalPac system. ITC will not be able
to operate if it does not obtain equity financing. ITC has no current material
commitments. ITC depends upon capital to be derived from future financing
activities such as subsequent offerings of its stock. There can be no assurance
that ITC will be successful in raising the capital it requires. Management
believes that, if this offering and the subsequent private placements are
successful, ITC will achieve liquidity within the next twelve months. ITC does
not anticipate any further research and development of any products, nor does
it expect to incur any research and development costs. ITC does not expect the
purchase or sale of plant or any significant equipment, and it does not
anticipate any change in the number of its employees. ITC has no current
material commitments. ITC has generated no revenue since its inception.
ITC is still considered to be a development stage company, with no significant
revenue, and is dependent upon the raising of capital through placement of its
common stock. There can be no assurance that ITC will be successful in raising
the capital it requires through the sale of its common stock.
BUSINESS
IN GENERAL - ITC
ITC will seek to raise equity capital by private placements or registered
offerings of its common stock to enable ITC to buy or lease Bal Pac Systems
from Balboa Pacific Corporation, which Bal Pac Systems will be utilized by ITC,
who intends to contract with local municipalities and private companies in the
oil production business to dispose of their toxic waste on the client's site.
The Bal Pac system of toxic waste disposal is a patented system which was
introduced to California Steel Industries under sponsorship of Southern
California Gas Company to field test processing of miscellaneous steel mill
wastes during 1994. Tests were successful, enabling favorable reports by Dames
& Moore and Pacific Environmental Services (D&M.) D&M is a worldwide
professional services company, providing comprehensive environmental,
engineering and construction management services. Additional tests were
performed during 1995 and 1996 on various forms of toxic wastes; all resulting
in the system meeting or exceeding all federal, state and local guidelines.
The BalPac system is a solid waste treatment system is a thermal converter
which reduces all organic materials to a small fraction of their original
volume up to 95%. Organic materials are reduced to a sterile ash composed
mostly of carbon, and metals are transformed to a non-leachable, oxidized
metals that meets EPA guidelines. The system will process solid wastes, sludge
containing hydro-carbons, dioxins, PCB's, rubber, chlorides, plastics, wood and
paper products.
THE MARKET
U.S. Manufacturers spent more than $6 billion in waste cleanup operations in
1995. Dollar estimates vary concerning global demand for pollution control,
waste disposal, and remedial cleanup goods and services, ranging from $200
billion to $300 billion.
The advanced industrial economies of the United States, Canada, Western Europe,
Japan, Australia, and New Zealand, make up 80% or more of the global demand and
will account for most of the market of the next 10 to 15 years. The wast Asian
area, already a significant market for some environmental technologies, could
emerge as a major new market for a full range of technologies. China, South
Korea, Taiwan, and Thailand are among the rapidly expanding Asian economies.
The waste industry is a multi-billion dollar industry comprised mainly of
trucks hauling waste to landfills which are rapidly filling up and subject to
leaking. The trend is to create technology to treat and or destroy or convert
waste to usable by-products. The BalPac Thermal conversion system addresses
this trend.
Current hazardous and toxic waste treatment systems are limited. To date, the
handling of waste has essentially been limited to incineration, landfills, and
shipping offshore. Trasporters ship waste materials to the Midwest or to the
East Coast for permanent storage or incineration. This is an expensive process
requiring hundreds and sometimes thousands of dollars per ton in overall
disposal costs. There are several hundred tons of various waste materials
produced daily in Southern California. The market throughout the USA and the
world is large. Every business generates municipal sold waste daily. Landfills
are closing.
ITC intends to focus on the hazardous waste portion of the industry. Initially,
ITC will focus its efforts throughout Canada and the Western United States.
Source of Information: Wall Street Journal, June, 1996
PRODUCTS AND SERVICES
Current hazardous and hazardous waste treatment systems are extremely limited.
To date, the handling of waste has essentially been limited to incineration,
landfills, and shipping offshore. The BalPac system is a mobile machine, which
converts hazardous waste to harmless by products by oxidation and temperatures
between 1000 and 1800 degrees Fahrenheit by continuous feed.
Transporters in the United States ship waste materials to the Midwest or East
Coast for permanent storage or incineration. This is an expensive process
requiring hundreds and sometimes thousands of dollars per ton in overall costs.
The "tipping fees" charged to permanently destroy the waste materials and
heavily insured shipping fees are the major cost components in this process.
MARKETING
ITC's strategic focus is responsive to three markets, consisting of licensing
systems, joint ventures with major environmental firms and licensing, on a
royalty basis, to environmental consulting firms.
Contract Operations
ITC's contract operations are targeted to three markets; municipalities, oil
companies and refineries, and other waste generators.
California municipalities must conform to Assembly Bill 939, whereby 50% of all
municipal sold wastes must be recycled by January 1, 2000. ITC will communicate
directly with various cities' management in order to negotiate potential
contracts.
Oil companies and refineries must avail themselves of cost effective technology
to clean up their wastes and conform to new regulations. BalPac system waste
processing can eliminate long term (30 year) contingent liability for wastes
currently "parked" in landfills which may be or are leaking.
Waste generators, such as utilities, must comply with strict government
regulations to dispose of the hazardous wastes and hazardous after-products of
their operations.
Joint ventures
ITC will market its services to major consulting and construction firms for
specific on-site cleanup operations.
Licensing
Licensing will be pursued and considered with well capitalized companies in the
waste disposal business.
PROPERTY
ITC currently owns no property.
PATENTS
ITC holds no patents for any products. ITC will provide a disposal service for
its customers using the BalPac System. The BalPac System is a system owned and
patented by Balboa Pacific Corporation.
COMPETITION
The hazardous waste disposal business is dominated by several large companies,
such as Browning-Ferris and Waste Management, Inc., who operate large waste
disposal landfills. These and other companies with financial resources greater
than ITC, provide waste disposal services and are in a greater position to
capture ITC's intended market. However, ITC knows of no other competitors other
than ITC with mobile disposal capabilities.
GOVERNMENT REGULATION
General - Potential Adverse Effect of Government Regulations
ITC's principal business activities are subject to extensive and evolving
federal, state, local and foreign environmental, health, safety, and
transportation laws and regulations. These regulations are administered by the
EPA in the United States, various other federal, state, and local
environmental, zoning, health, and safety agencies in the United States.
Generally, the regulatory process requires ITC, and other companies in the
industry, to obtain and retain numerous governmental permits to conduct various
aspects of its operations, any of which may be subject to revocation,
modification or denial.
For collection operations, regulation takes such forms as licensing collection
vehicles, health and safety requirements, vehicular weight limitations, and, in
certain localities, limitations on weight, area, time, and frequency of
collection.
Federal, state, local and foreign governments have, from time to time, proposed
or adopted other types of laws, regulations, or initiatives with respect to the
environmental services industry, including laws, regulations, and initiatives
to ban or restrict the international, interstate, or intrastate shipment of
wastes, impose higher taxes on out-of-state waste shipments than on in-state
shipments, limit the types of wastes that may be disposed of at existing
landfills, mandate waste minimization initiatives, require recycling and yard
waste composting, reclassify certain categories of nonhazardous waste as
hazardous, and regulate disposal facilities as public utilities. Congress has,
from time to time, considered legislation that would enable or facilitate such
bans, restrictions, taxes, and regulations, many of which could adversely
affect the demand for ITC's services. Similar types of laws, regulations, and
initiatives have also, from time to time, been proposed or adjusted in other
jurisdictions in which ITC operates. The effect of these and similar laws could
be a reduction of the volume of waste that would otherwise be disposed of in
ITC's landfills. ITC makes a continuing effort to anticipate regulatory,
political, and legal developments that might affect its operations, but it is
not always able to do so. The Company cannot predict the extent to which any
legislation or regulation that may be enacted, amended, repealed,
reinterpreted, or enforced in the future may affect its operations. Such
actions could adversely affect ITC's operations or impact ITC's future
financial condition or earnings.
Also, in May 1994, the United States Supreme Court ruled that state and local
governments may not constitutionally restrict the free movement of waste in
interstate commerce through the use of flow control laws. Such laws typically
involve a local government specifying a jurisdictional disposal site for all
solid waste generated within its borders. Since the ruling, several decisions
of state or federal courts have invalidated regulatory flow control schemes in
a number of jurisdictions. Other judicial decisions have upheld non-regulatory
means by which municipalities may effectively control the flow of municipal
solid waste. In addition, federal legislation has been proposed, but not yet
enacted, to effectively grandfather existing flow control mandates. There can
be no assurance that such alternatives to regulatory flow control will in every
case be found lawful or that such legislation will be enacted into law.
However, the Supreme Court's 1994 ruling and subsequent court decisions have
not to date had a material adverse effect on any of ITC's operations. In the
event that such legislation is not adopted, ITC believes that affected
municipalities will endeavor to implement alternative lawful means to continue
controlling the flow of waste. In view of the uncertain state of the law at
this time, however, ITC is unable to predict whether such efforts would be
successful or what impact, if any, this matter might have on ITC's operations.
In 1997, the EPA released guidance interpreting the Civil Rights Act to require
federal, state, or local permitting authorities receiving money from the EPA to
consider the discriminatory effects that may result from permit issuances,
renewals or modifications. The EPA will entertain challenges to any such
permits on the grounds that the permitted activities, alone or in conjunction
with other permitted activities, subject minority communities to disparate
exposure to pollution. The lack of specific standards in the EPA's guidance
creates some uncertainty about the effects any such challenges could have on
ITC's ability to obtain or renew necessary permits.
Governmental authorities have the power to enforce compliance with regulations
and permit conditions and to obtain injunctions or impose fines in case of
violations. During the ordinary course of its operations, ITC may, from time to
time, receive citations or notices from such authorities that a facility is not
in full compliance with applicable environmental or health and safety
regulations. Upon receipt of such citations or notices, ITC will work with the
authorities to address their concerns. Failure to correct the problems to the
satisfaction of the authorities could lead to monetary penalties, curtailed
operations, jail terms, facility closure, or an inability to obtain permits for
additional sites.
EMPLOYEES
ITC presently employs three employees, the officers of ITC, who each devote
their full time efforts to ITC.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of ITC serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of ITC are as
follows:
Name Age Position
- ---------------- --- ------------------
Roy Nelson 80 President, Director
Jay Starling 52 Director
Edward E. Nelson 86 Chief Financial Officer,
Secretary, Director
Roy Nelson. Mr. Nelson is the President and Director of ITC, and has acted in
such capacity since its inception. For the past seven years, Mr. Nelson has
operated his own consulting firm, specializing in consulting to start up and
development stage companies. From 1991 through 1997, Mr. Nelson was a
management consultant for U.S. Environmental Group. Mr. Nelson's career began
with General Motors' management, and followed by founding U.S. Waste Group and
American Electric Company, which he was Chairman of for 12 years. Mr. Nelson is
the brother of Secretary and Chief Financial Officer, Edward E. Nelson.
Edward E. Nelson. Mr. Nelson is the Secretary, Chief Financial Officer and
Director of ITC, and has acted in that capacity since inception. He is also the
Chief Financial Officer and Director of Edufungames.com, since its inception in
March, 2000. Since 1976, he has acted as a Mortgage banker and Consultant. From
1970 through 1976, he served as President of Coast Bank, Long Beach,
California. From 1963 through 1970, he served as President of Charter Bank,
Culver City, California. From 1958 through 1963, he was the President of
People's Bank in Beverly Hills, California, and from 1936 through 1958, he was
employed in various management positions at Bank of America. He is a graduate
of the School of Banking at Rutgers University. Mr. Nelson is the brother of
President and C.E.O. Roy Nelson.
Jay D. Starling. Mr. Starling is a Director of ITC. From 1993 to the present
time, he has been President of Environmental Technologies, a Balboa Pacific
Corporation division. In 1992, he coordinated superfund and other environmental
programs for RAND Corporation's Institute for Civil Justice. From 1989 to 1992
he was the Director of Environmental Issues for ARCO. From 1983 through 1989,
he served as Manager of Business Development, International Marketing and
Project Administration for ARCO Solar, Inc. Prior to 1983, Mr. Starling served
as Manager of External Affairs and Marketing Manager for Aqueonics, an ARCO
Division. He also served as the Managing Partner of Loucks, Thompson and
Starling, Inc. From 1976 through 1980, was consultant to the U.S. Dept. Of
Energy from 1979 to 1980, a consultant to the U.S. Environmental Protection
Agency from 1977 through 1990, and Director of the U.S. House of
Representatives Research Committee from 1973 through 1976. Mr. Starling holds a
B.A. in Political Science from UC Berkeley, 1968, an M.P.A. UC Berkeley, 1969,
and a Ph.D. Management and Policy Analysis, UC
Berkeley, 1973.
EXECUTIVE COMPENSATION
ITC has made no provisions for cash compensation to its officers and directors.
ITC's management received 2,960,000 shares or restricted stock as a retainer
for future services and in exchange for ITC's business plan. These 2,960,000
shares have been accepted as full compensation for management's services for
the first year of operation. No salaries are being paid at the present time,
and will not be paid unless and until there is available cash flow from
operations to pay salaries. There were no grants of options or SAR grants given
to any executive officers during the last fiscal year.
EMPLOYMENT AGREEMENTS
ITC has not entered into any employment agreements with any of its employees,
and employment arrangements are all subject to the discretion of ITC's board of
directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding beneficial ownership
of ITC's Common Stock as of August 31, 2000, by (I) each person known by ITC to
be the beneficial owner of more than 5% of the outstanding shares of Common
Stock, (ii) each director of ITC, (iii) each Named Executive Officer and (iv)
all directors and executive officers as a group. Unless otherwise indicated,
each person in the table has sole voting and investment power as to the shares
shown.
Shares Percent Percent
Beneficially Before After
Name and Address of Beneficial Owner Owned Offering Offering
- ------------------------------------ ------------ -------- --------
Roy Nelson 2,860,000 96.66% 58%
341 Promontory Dr.
Newport Beach, CA 92660
Jay Starling 50,000 1.6% 1%
Box 10845
Beverly Hills, CA 90213
Edward Nelson 50,000 1.7% 1%
Box 10845
Beverly Hills, CA 90213
Officers and Directors 2,960,000 98.66% 60%
as a Group
CERTAIN TRANSACTIONS
In connection with organizing ITC, on December 31, 1997, Roy Nelson, Jay
Starling and Edward Nelson were issued 2,960,000 shares of restricted common
stock in exchange for services, and the business plan of ITC, pursuant to
Section 4(2) of the Securities Act of 1933, to sophisticated persons (officers
and directors) having superior access to all corporate and financial
information. Under Rule 405** promulgated under the Securities Act of 1933, Roy
Nelson, Jay Starling and Edward Nelson may be deemed to be promoters of ITC. No
other persons are known to Management that would be deemed to be promoters.
On March 1, 2000, ITC issued 40,000 shares of its common stock to Kenneth G.
Eade, counsel to ITC, pursuant to Section 4(2) of the Securities Act of 1933,
in exchange for legal services rendered. Mr. Eade is a sophisticated investor
who had access to all corporate information.
DESCRIPTION OF SECURITIES
The authorized capital stock of ITC consists of 30,000,000 shares of Common
Stock, $.001 par value per share. Upon consummation of this Offering, there
will be outstanding 5,000,000 shares of Common Stock.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders, including the election of
directors.
Holders of common stock do not have subscription, redemption or conversion
rights, nor do they have any preemptive rights.
Holders of common stock do not have cumulative voting rights, which means that
the holders of more than half of all voting rights with respect to common stock
and Preferred Stock can elect all of ITC's directors. The Board of Directors is
empowered to fill any vacancies on the Board of Directors created by
resignations, subject to quorum requirements.
Holders of Common Stock will be entitled to receive such dividends, if any, as
may be declared from time to time by the Board of Directors out of funds
legally available therefor, and will be entitled to receive, pro rata, all
assets of the
Company available for distribution to such holders upon liquidation.
All outstanding shares of Common Stock are, and the Common Stock offered
hereby, upon issuance and sale, will be, fully paid and nonassessable.
PENNY STOCK STATUS
If and when it creates a market for its common stock, ITC's common stock is a
"penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange
Act of 1934. This makes it subject to reporting, disclosure and other rules
imposed on broker-dealers by the Securities and Exchange Commission requiring
brokers and dealers to do the following in connection with transactions in
penny stocks:
1. Prior to the transaction, to approve the person's account for transactions
in penny stocks by obtaining information from the person regarding his or her
financial situation, investment experience and objectives, to reasonably
determine based on that information that transactions in penny stocks are
suitable for the person, and that the person has sufficient knowledge and
experience in financial matters that the person or his or her independent
advisor reasonably may be expected to be capable of evaluating the risks of
transactions in penny stocks. In addition, the broker or dealer must deliver to
the person a written statement setting forth the basis for the determination
and advising in highlighted format that it is unlawful for the broker or dealer
to effect a transaction in a penny stock unless the broker or dealer has
received, prior to the transaction, a written agreement from the person.
Further, the broker or dealer must receive a manually signed and dated written
agreement from the person in order to effectuate any transactions is a penny
stock.
2. Prior to the transaction, the broker or dealer must disclose to the customer
the inside bid quotation for the penny stock and, if there is no inside bid
quotation or inside offer quotation, he or she must disclose the offer price
for the security transacted for a customer on a principal basis unless exempt
from doing so under the rules.
3. Prior to the transaction, the broker or dealer must disclose the aggregate
amount of compensation received or to be received by the broker or dealer in
connection with the transaction, and the aggregate amount of cash compensation
received or to be received by any associated person of the broker dealer, other
than a person whose function in solely clerical or ministerial.
4. The broker or dealer who has effected sales of penny stock to a customer,
unless exempted by the rules, is required to send to the customer a written
statement containing the identity and number of shares or units of each such
security and the estimated market value of the security. Imposing these
reporting and disclosure requirements on a broker or dealer make it unlawful
for the broker or dealer to effect transactions in penny stocks on behalf of
customers. Brokers or dealers may be discouraged from dealing in penny stocks,
due to the additional time, responsibility involved, and, as a result, this may
have a deleterious effect on the market for ITC's stock.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common Stock is
American Registrar & Transfer Co., 342 E. 900 South, P.O. Box 1798, Salt Lake
City, Utah 84110.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, ITC will have 5,000,000 shares of Common
Stock outstanding. All shares sold in this offering will be freely transferable
without restriction or further registration under the Securities Act of 1933,
as amended. However, any share purchased by an affiliate (in general, a person
who is in a control relationship with ITC), will be subject to the limitations
of Rule 144 promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of ITC, may sell restricted securities in broker's
transactions or directly to market makers, provided the number of shares sold
in any three month period is not more than the greater of 1% of the total
shares of common stock then outstanding or the average weekly trading volume
for the four calendar week period immediately prior to each such sale. After
restricted securities have been fully paid for and held for two years,
restricted securities may be sold by persons who are not affiliates of ITC
without regard to volume limitations. Restricted securities held by affiliates
must continue, even after the two year holding period, to be sold in brokers'
transactions or directly to market makers subject to the limitations described
above. Prior to this offering, no public market has existed for ITC's shares
of common stock. However, ITC's market maker, National Capital, has indicated
that, upon successful completion of this offering, it will file an application
under Rule 15c-211 for a quotation of ITC's securities on the Bulletin Board.
There can be no assurance that the application will be granted or that ITC's
securities will be quoted on any quotation medium or service. No predictions
can be made as to the effect, if any, that market shares or the availability of
shares for sale will have on the market price prevailing from time to time. The
sale, or availability for sale, of substantial amounts of common stock in the
public market could adversely affect prevailing market prices.
PLAN OF DISTRIBUTION
The Shares shall be offered on a self underwritten basis in the States of New
York, California, Florida and in the District of Columbia, and to qualified
investors in the State of California, and outside the U.S. The offering is self
underwritten by ITC, which offers the Shares directly to investors through
officers Roy Nelson and Jay Starling, who will offer the Shares by prospectus
and sales literature filed with the SEC, to friends, former business associates
and contacts, and by direct mail to investors who have indicated an interest in
ITC. The offering is a self underwritten offering, which means that it does not
involve the participation of an underwriter or broker.
The offering of the Shares shall terminate 12 months after the date of this
prospectus.
ITC reserves the right to reject any subscription in whole or in part, or to
allot to any prospective investor less than the number of Shares subscribed for
by such investor.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for ITC by
Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial Statements of ITC as of August 1, 2000 included in this
Prospectus and elsewhere in the Registration Statement have been audited by
Roger G. Castro, independent public accountant for ITC, as set forth in his
reports thereon appearing elsewhere herein, and are included in reliance upon
such reports, given upon the authority of such firm as experts in accounting
and auditing.
ADDITIONAL INFORMATION
ITC has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form SB-2 under Securities Act of 1933, as amended,
with respect to the securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information set forth in
the registration statement as permitted by applicable SEC rules and
regulations. Statements in this prospectus about any contract, agreement or
other document are not necessarily complete. With respect to each such
contract, agreement, or document filed as an exhibit to the registration
statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement is qualified in its entirety by
this reference.
The registration statement may be inspected without charge and copies may be
obtained at prescribed rates at the SEC's public reference facilities at
Judiciary Plaza, 450 Fifth Street NW, Room 1024, Washington, DC 20549, or on
the Internet at http://www.sec.gov.
ITC will furnish to its shareholders annual reports containing audited
financial statements reported on by independent public accountants for each
fiscal year and make available quarterly reports containing unaudited financial
information for the first three quarters of each fiscal year.
REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors
INTERNATIONAL TECH CORP.
I have audited the accompanying balance sheet of INTERNATIONAL TECH CORP. (A
Development Stage Company) as of August 1, 2000, and the related statements of
income, stockholders' equity, and cash flows for the six months ended August 1,
2000 and for the period December 30, 1997 (inception) through August 1, 2000.
These financial statements are the responsibility of ITC's management. Our
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion. In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of INTERNATIONAL TECH, CORP. at
August 1, 2000, and the results of operations and cash flows for six months
then ended and for the period December 30, 1997 (inception) through August 1,
2000, in conformity with generally accepted accounting principles.
Oxnard, California
Rogelio G. Castro
- -------------------
Rogelio G. Castro
October 20, 2000
F-1
International Tech Corp.
(A Development Stage Company)
Balance sheet
As of August 1, 2000
ASSETS
Current Assets:
Cash $2,500
Total Current Assets 2,500
TOTAL ASSETS $2,500
=====
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Total Current Liabilities
Stockholders' Equity:
Common stocks , $.001 par value
Authorized shares-30,000,000
Issued and outstanding shares $3,000
Retained deficit 500
Total Stockholders' Equity 2,500
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,500
International Tech Corp.
(A Development Stage Company)
Statement of Operations
For the eight months ended August 1, 2000
For the period December 30, 1997 (inception) through August 1, 2000
Current Cumulative
Period During
August 1, 2000 Development Stage
-------------- -----------------
Income $ - $ -
-------------- -----------------
Total Income - -
Operating Expenses - -
General and
Administrative Expenses 500 500
Total Expenses 500 500
-------------- -----------------
Net income (loss) $ (500) (500)
============== =================
F-2
International Tech Corp.
(a Development Stage Company)
Statements of Cash Flows
For the eight months ended August 1, 2000 , and
For the period December 30, 1997 (inception) through August 1, 2000
Cumulative
Current During
Period Development
August 1, 2000 Stage
-------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(500) $(500)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock issued for services 40 40
-------------- -----------
NET CASH USED BY OPERATING ACTIVITIES (460) (460)
-------------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officer 2,960 2,960
Stocks issued for cash 2,960 2,960
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,500 2,500
INCREASE (DECREASE) IN CASH 2,500 2,500
BEGINNING CASH - -
ENDING CASH $2,500 $2,500
NON CASH DISCLOSURES
40,000 shares issued at par for services
F-3
International Tech Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period February 24, 2000 (inception)
through August 1, 2000
Number Deficit
of Common Paid Accumulated
Shares Stock in During
Outstanding at Par Value Capital Development Stage
----------- ------------ ------- -----------------
Stock issued for cash 2,960,000 $2,960
Stock issued for services 40,000 40
Net loss - August 1, 2000 (500)
----------- ------------ ------- -----------------
3,000,000 3,000
F-4
[CAPTION]
INTERNATIONAL TECH CORP.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. Description of the Business and Summary of Significant Accounting
Policies
Description of the Business
ITC was incorporated under the laws of the state Nevada on December 30, 1997.
The purpose for which the Corporation is organized is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Nevada. ITC has been in the development stage
since December 30, 1997. Planned principal operations have yet not commenced.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
ITC uses the accrual method of accounting.
Revenues and directly related expenses are recognized in the period when the
goods are shipped to the customers.
ITC considers all short term, highly liquid investments that are readily
convertible, within three months, to known amounts as cash equivalents. ITC
currently has no cash equivalents.
Primary Earnings Per Share amounts are based on the weighted average number of
shares outstanding at the dates of the financial statements. Fully Diluted
Earnings Per Shares shall be shown on stock options and other convertible
issues that may be exercised within ten years of the financial statement dates.
Depreciation; The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is depreciated (amortized) over the lesser of the length of the
related assets or the estimated lives of the assets. Depreciation is computed
on the straight-line method for reporting purposes and for tax purposes.
Estimates; The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates
NOTE 2 RELATED PARTY TRANSACTIONS
ITC received cash advances from officer, who is also a shareholder of ITC.
Amount is due upon demand.
F-5
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY ITC OR BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN
THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
------------------------
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.................................... 1
Risk Factors.......................................... 3
ITC is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4
Federal Import Tax......................... 5
Use of Proceeds....................................... 5
Dividend Policy....................................... 5
Price Range of Securities............................. 6
Capitalization........................................ 6
Dilution.............................................. 6
Selected Financial Data............................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16
International Tech. Corp.
2,000,000 SHARES OF COMMON STOCK
-------------
PROSPECTUS
-------------
October 25, 2000
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NRS 78.751 provides that ITC may provide in its articles of incorporation, by
laws or by agreement, to indemnify ITC's officers and directors. ITC's
Articles of Incorporation, Article VIII, provides that ITC shall, to the
fullest extent legally permissible under the provisions of the General
Corporation Law of the State of Nevada, indemnify and hold harmless officers
and directors from any and all liabilities and expenses imposed upon them in
connection with any action, suit or other proceeding.
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The Registrant estimates that expenses payable by it in connection with the
Offering described in this Registration Statement (other than the underwriting
discount and commissions and reasonable expense allowance) will be as follows:
SEC registration fee........................................... $1,280
Printing and engraving expenses................................ $ 400
Accounting fees and expenses................................... $1,000
Legal fees and expenses (other than Blue Sky).................. $2,000
Blue sky fees and expenses (including legal and filing fees)... $1,000
Miscellaneous.................................................. $ 180
----------
Total...................................................... $5,500
----------
----------
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were issued by ITC within the past three
years and were not registered under the Securities Act.
In connection with organizing ITC, on July 8, 1997, Roy Nelson, Jay Starling
and Edward Nelson were issued 2,960,000 shares of restricted common stock in
exchange for services, and the business plan of ITC, pursuant to Section 4(2)
of the Securities Act of 1933, to sophisticated persons (officers and
directors) having superior access to all corporate and financial information.
Under Rule 405 promulgated under the Securities Act of 1933, Roy Nelson, Jay
Starling and Edward Nelson may be deemed to be promoters of ITC. No other
persons are known to Management that would be deemed to be promoters.
On March 1, 2000, ITC issued 40,000 shares of its common stock to Kenneth G.
Eade, counsel to ITC, pursuant to Section 4(2) of the Securities Act of 1933,
in exchange for legal services rendered. Mr. Eade is a sophisticated investor
who had access to all corporate information.
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------------------------------------
3.1 Articles of Incorporation
3.2 Amendment to Articles of Incorporation
3.4 By-Laws
4.1 Form of Common Stock Certificate
5.1 Opinion of Kenneth G. Eade, Attorney at Law
(including consent)
6.1 Specimen of Stock Certificate
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade(filed as part of
Exhibit 5.1)
------------------------
ITEM 28. UNDERTAKINGS.
The undersigned Company hereby undertakes to:
(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(I) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement. 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 Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) Include any additional or changed material information on the plan
of distribution. (2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering. (3) File a post-effective amendment to
remove from registration any of the securities that remain unsold at the
end of the offering.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of ITC pursuant to the provisions referred to under Item 24 of this
Registration Statement, or otherwise, ITC has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by ITC of expenses incurred or paid by a director, officer or
a controlling person of ITC 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 Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of competent 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.
(f) (1) For determining any liability under the Securities Act, treat 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 ITC under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this Registration Statement as of the time the
Commission declared it effective.
(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.
II-6
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 the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Santa
Barbara, state of California, on October 20, 2000.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
International Tech. Corp.
Roy Nelson
By________________________________
ROY NELSON, President and Director
Date: October 20, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Roy Nelson
____________________________________________________
ROY NELSON, President/Director
Date: October 20, 2000
Edward Nelson
_____________________________________________________
EDWARD NELSON, Chief Financial Officer and Director
Date: October 20, 2000
Exhibit 3(a)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
ARTICLES OF INCORPORATION
DECEMBER 30, 1997
DEAN HELLER
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF International Tech. Corp.
The undersigned incorporator, for the purpose of forming a corporation
(hereinafter referred to as the "Corporation") under the General Corporation
Law of the State of Nevada (Title 7, Chapter 78 of Nevada Revised Statutes, and
the acts amendatory thereof), does hereby adopt the following Articles of
Incorporation.
Article I. The name of the corporation (hereainfter called the
"Corporation") is: International Tech. Corp.
Article II. The name of the corporation's registered agent in the
State of Nevada is National Registered Agents, Inc. Or NV, and the street
address of the said resident agent where process may be served is 400 West King
Street, Carson City 89703.
Article III. The number of shares the corporation is authorized to
issue is Thirty Million (30,000,000), all of which are of a par value of
($0.001) each and are classified as Common Stock.
Article IV. No holder of any shares of the corporation shall, as
such holder, have any right to purchase or subscribe for any shares of any
class which the corporation may issue or sell, whether or not such shares are
exchangeable for any shares of the corporation of any other class or classes,
and whether such shares are issued out of the number of shares authorized by
the Articles of Incorporation of the corporation as originally filed, or by any
amendment thereof, or out of shares of the corporation acquired by it after the
issue thereof; nor shall any holder of any of the shares of the corporation, as
such holder, have any right to purchase or subscribe for any obligations which
the corporation may issue or sell that shall be convertible into, or
exchangeable for, any shares of the corporation of any class or classes, or to
which shall be attached or shall appertain to any warrant or warrants or other
instrument or instruments that shall confer upon the holder thereof the right
tot subscribe for, or purchase fro the corporation any shares or any class or
classes.
Article V. The governing board of the corporation shall be styled
as "Director." The first Board of Directors shall consist of Three (3) members
and their names and street addresses are as follows:
NAME ADDRESS
- ---- -------------------------
Roy Nelson 341 Promontory Drive West
Newport Beach, California 92660
Edward E. Nelson Box 10845, Beverly Hills, California 90213
Jay Starling Box 10845, Beverly Hills, California 90213
Article VI. The purposes for which the corporation is organized is to engage
in any lawful act or activity for which a corporation may be organized pursuant
to the General Corporation Law of the State of Nevada.
Article VII. The name and street address of the incorporator executing these
Articles of Incorporation is as follows:
NAME ADDRESS
- ---- -------------------------
J. Paulsen 2030 Main Street, Suite 1040
Irvine, California 92614
Article VIII. The corporation shall, to the fullest extent legally permissible
under the provisions of the General Corporation Law of the State of Nevada, as
the same may be amended and supplemented, shall indemnify and hold harmless any
and all persons whom it shall have power to indemnify under said provisions
from and against any and all liabilities (including expenses) imposed upon or
reasonably incurred by him in connection with any action, suit or other
proceeding in which he may be involved or with which he may be threatened, or
other matters referred to in or covered by said provisions both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the corporation. Such indemnification provided shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote
thereon after notice.
Article IX: The period of duration of the corporation shall have perpetual.
Article X: The personal liability of all of the directors of the corporation is
hereby eliminated to the fullest extent allowed as provided by the Nevada
General Corporation Law, as the same may be supplemented and amended.
The undersigned incorporator has executed these Articles of Incorporation on
December 29, 1997.
J. Paulsen
-------------------
J. Paulsen
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.:
Before me, a Notary Public in and for said county and state, personally
appeared J. Paulsen, who is known to me to be the same person who executed the
foregoing Articles of Incorporation and duly acknowledged execution of the
same. In witness whereof, I have hereunto subscribed my name and affixed my
official seal, on December 29, 1997.
Vicky Rae Stump
- -----------------
Notary Public
[CAPTION]
EXHIBIT 3(b)
BY-LAWS OF International Tech. Corp.
ARTICLE I - OFFICES
The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the shareholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Section 2 - Special Meetings:
Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Law.
Section 3 - Place of Meetings:
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waives of notice of such meetings.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board
of Directors may be, but is not required to be, a director of the Corporation.
Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
Section 3 - Removal:
Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The president shall be the chief executive officer of
the Corporation.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The certificates representing the shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. They shall bear the holder's name and the
number of shares, and shall be signed by (I) the President or a Vice President,
and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant
Treasurer, and shall bear the corporate seal.
(b) No certificate representing shares shall be issued until the full amount
of consideration therefor has been paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the
holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in corporation to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share as of
the time when those entitled to receive such fractions are determined; or it
may authorize the issuance, subject to such conditions as may be permitted by
law, of scrip in registered or bearer form over the signature of an officer or
agent of the Corporation, exchangeable as therein provided for full shares, but
such scrip shall not entitle the holder to any rights of a shareholder, except
as therein provided.
Section 2 - Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost or destroyed. On production of such evidence of loss or destruction as
the Board of Directors in its discretion may require, the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate,
or his legal representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgement of the Board of Directors, it is proper so to do.
Section 6 - Sureties and Bonds:
In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and
with such surety or sureties as the Board of Directors may direct, conditioned
upon the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
Section 7 - Shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, or such other person as the Board of
Directors may authorize.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.
ARTICLE VII-FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.
ARTICLE VIII-CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX - AMENDMENTS
Section 1 - By Shareholders:
All by-laws of the Corporation shall be subject to alteration or repeal, and
new by-laws may be made, by the affirmative vote of shareholders holding of
record in the aggregate at least a majority of the outstanding shares entitled
to vote in the election of directors at any annual or special meeting of
shareholders, provided that the notice or waiver of notice of such meeting
shall have summarized or set forth in full therein, the proposed amendment.
Section 2 -By Directors:
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however, that
the shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or the Board of Directors, or to change any
provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the by-law so adopted, amended or repealed, together with a concise
statement of the changes made.
Section 3 - Transfers of Shares:
(a) Transfers of shares of the Corporation shall be made on the share records
of the Corporation only by the holder of record thereof, in person or by his
duly authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
Section 4 - Record Date:
In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, or less than ten days, as
the record date for the determination of shareholders entitled to receive
notice of, or to vote at, any meeting of shareholders, or to consent to any
proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or
for the purpose of any other action. If no record date is fixed, the record
date for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held; the record date for determining shareholders for
any other purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a determination
of shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided for herein, such determination shall
apply to any adjournment thereof, unless the directors fix a new record date
for the adjourned meeting.
Section 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they
deem desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE X - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of
the fact that he, his testator or intestate representative is or was a
director, officer of employee of the Corporation, or of any Corporation in
which he served as such at the request of the Corporation, shall be indemnified
by the Corporation against the reasonable expenses, including attorney's fees,
actually and necessarily incurred by him in connection with the defense of such
action, suit or proceedings, or in connection with any appeal therein, except
in relation to matters as to which it shall be adjudged in such action, suit or
proceeding, or in connection with any appeal therein that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of
any other rights to which any officer or director or employee may be entitled
apart from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case
where there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
The undersigned incorporator certifies that he has adopted the foregoing by-
laws as the first by-laws of the Corporation.
Dated: December 30, 1997
J. Paulsen
- ------------------------
J. Paulsen, Incorporator
[CAPTION]
Exhibit 4.1
SPECIMEN OF COMMON STOCK CERTIFICATE
EXHIBIT
International Tech. Corp.
[________]NUMBER SHARES[________]
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
30,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE
COMMON STOCK CUSIP
SEE REVERSE FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
Is the RECORD HOLDER OF SHARES OF FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF International Tech. Corp.
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE LAWS OF THE
STATE OF NEVADA, AND TO THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE
CORPORATION, AS NOW OR HEREAFTER AMENDED. THIS CERTIFICATE IS NOT VALID UNTIL
COUNTERSIGNED BY THE TRANSFER AGENT.
WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.
Dated:
[SEAL OF International Tech. Corp.}
ROY NELSON EDWARD E. NELSON
- ------------------------ ---------------------
President Secretary
COUNTERSIGNED
AMERICAN REGISTRAR & TRANSFER CO.
342 E. 900 South
P.O. Box 1798
Salt Lake City, Utah 84110
By: Richard M. Day
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act ________________________
tenants in common (State)
Additional abbreviation may also be used though not in above list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- ---------------------------------------
__________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ---------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
[CAPTION]
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
October 20, 2000
Board of Directors
International Tech. Corp.
827 State Street, Suite 26
Santa Barbara, CA 93101
Re: International Tech. Corp.
Gentlemen:
The undersigned is counsel for International Tech. Corp.. I have been
requested to render an opinion on the tradeability of the 2,000,000 shares of
ITC proposed to be sold pursuant the ITC's Registration Statement on Form SB-2.
In rendering this opinion, I have reviewed ITC's Registration on Form SB-2,
ITC's Form 10SB, company articles of incoroporation and by laws and other
corporate documents. All representations made to me in ITC documents and by
company officers and directors are deemed to be accurate. It is my opinion
that the shares to be issued will be free trading shares. It is further my
opinion that:
1. ITC is a corporation duly organized, validly existing and in good standing
and is qualified to do business in each jurisdiction in which such
qualification is required.
2. That the shares of common stock to be issued by ITC have been reserved and,
when issued, will be duly and properly approved by ITC's Board of Directors.
3. That the shares of stock, when and as issued, will be fully paid and non-
assessable, and will be a valid and binding obligation of the corporation.
4. That the shares of common stock have not been but will be registered under
the Securities Act of 1933, as amended (the "Act"), and will be registered by
coordination with or exempt from the securities laws of the state
jurisidictions in which they will be sold.
I hereby consent to the use of this opinion in ITC's Registration Statement on
Form SB-2. Please feel free to contact the undersigned should you have any
further questions regarding this matter.
Very truly yours,
Kenneth G. Eade
KENNETH G. EADE
[CAPTION]
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's report dated
October 19, 2000 and the related statements of income, stockholder's equity,
and cash flows for the years then ended in the Registration Statement on Form
SB-2, and any other references to me in the Registration Statement.
ROGER G. CASTRO
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Roger G. Castro
Certified Public Accountant
Oxnard, California
October 20, 2000
EXHIBIT
[CAPTION]
SUBSCRIPTION AGREEMENT
International Tech. Corp.
341 Promontory Drive West
Newport Beach, CA 92660
Gentlemen:
The undersigned has read and understands the matters set forth in your
prospectus dated October 25, 2000. The undersigned represents as set forth
below and subscribes to purchase ________Shares at $1.00 per Share, for
$_______________, subject to your acceptance of this subscription. There is
no minimum contingency and proceeds may be utilized at the issuer's discretion.
If any checks are delivered to any NASD member, the member must promptly, by
noon of the next business day, transmit all checks received to the issuer or
any person entitled thereto. The undersigned, if an individual, is a resident
of, or, if a corporation, partnership or trust, has as its principal place of
business:
The state of California_____
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____
Dated:______________.
If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security