SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
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 4595 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)
--------------------------
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: / /
This offering will be commenced promptly, and is a continuous offering, and is
subject to Rule 415 of the Securities Act of 1933.
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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
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TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
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common stock, .001 par $2,000,000 $1.00 $2,000,000 $528
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Total $2,000,000 $1.00 $2,000,000 $528
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DATED: ____________________, 2001
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.
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PROSPECTUS
International Tech. Corp.
2,000,000 shares of common stock
Up to 2,000,000 of the shares of common stock offered hereby are being sold
by International Tech. Corp. This is International's initial public offering.
There is no minimum contingency and no escrow or impound, and the proceeds may
be utilized by International in its discretion. International's common stock
is not currently listed or quoted on any quotation medium. We cannot predict
whether or not International 's common stock will ever be quoted on any
quotation medium or that any market for International 's stock will ever
develop. The offering will terminate 12 months from the date of this
prospectus. This offering is self-underwritten, and the shares of stock will be
sold by officers and directors of International.
------------------------
The common stock offered hereby is speculative and involves a high degree of
risk and substantial dilution. See "Risk Factors" on page 4 of this
prospectus.
---------------------
These securities have not been approved or disapproved by the Securities and
Exchange 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 COMPANY*
------ ------------- --------
Per Share........ $ 1.00 $ 0 $ 1.00
Total ........... $ 2,000,000 $ 0 $2,000,000
* Before deducting expenses payable by International , estimated at
approximately $5,500. This offering is self-underwritten, so International is
not obligated to pay commissions or fees on the sales of any of the shares.
____________________, 2001
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TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.................................... 1
Risk Factors.......................................... 3
International 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. was incorporated in the State of Nevada, on
December 30, 1997. International is a development stage corporation, which has
not yet begun its planned operations of engaging in the business of toxic waste
disposal. We cannot predict whether or not International 's common stock will
ever develop a market. Shares offered by this prospectus will be sold by the
officers and directors of International in a self-underwritten offering,
without the use of any broker-dealers. Our principal executive offices are
located at 341 Promontory Drive W., Newport Beach, California 92660, and our
telephone number is (949) 675-7909.
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THE TECHNOLOGY
International intends to use a portable waste disposal system which uses
heat to convert hazardous waste to harmless material and hot exhaust gases. Our
system is not an incinerator. Rather than burning waste, the system , using
heat, converts organic waste to harmless material at temperatures in excess of
1200 degrees Fahrenheit. The hot gases produced may be used for a variety of
applications, including the production of electrical power . Emissions from
our system will 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.
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"
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 March 31, 2001 and the consolidated balance sheet data at
March 31, 2001 come from International 's audited Consolidated Financial
Statements included elsewhere in this Prospectus. The consolidated statement of
operations data for the period inception to March 31, 2001 come from
International 's audited financial statements for those years, which are
included in this Prospectus. These statements include all adjustments that
International considers necessary for a fair
6
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.
7
BALANCE SHEET DATA:
March 31, 2001
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Assets: ............................................ $ 2,500
=======
Stockholders' Equity:
common stock, Par value $.001
Authorized 30,000,000 shares,
Issued 3,000,000 shares at March 31,
2001 .................................. 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 ............................. $ -- $ -
===== =====
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RISK FACTORS
Prospective investors in the shares offered should carefully consider the
following risk factors, in addition to the other information appearing in the
prospectus.
If we are not successful in raising at least $250,000 in the next twelve
months, investors may lose their entire investment.
If we are unsuccessful in raising at least $500,000 from this offering for our
operations during the next twelve months, we may be unable to pay our minimum
operating expenses, and, unless we have financial contributions from our
principal, we will be forced to temporarily or permanently cease our
operations. This may result in investors losing their entire investment.
We will need additional capital to fund our expected needs for working
capital and capital expenditures. This means that we may not be successful in
effecting our plan of operations even if we are successful in raising
substantial capital in this offering.
We require substantial capital to fund our business. Since our inception,
we have experienced negative cash flow from operations and expect to experience
significant negative cash flow from operations for the foreseeable future. We
expect that the net proceeds of this offering will be sufficient to meet our
expected needs for working capital and capital expenditures for at least the
next 12 months. However, we may need to raise additional funds prior to the
end of this period, and, if additional capital is required, we expect to
attempt to sell additional shares though this offering or subsequent through
this offering or subsequent private placements of our stock. If we raise
future capital in private offerings, depending on the terms of the private
offerings, it may dilute the holdings of investors who purchase our shares in
this offering beyond the dilution figures we have presented in this
prospectus. We cannot be certain that additional financing will be available to
us when required on favorable terms or at all. Our inability to obtain
adequate capital would limit our ability to achieve the level of corporate
growth that we believe to be necessary to succeed in our business.
There is no escrow of any funds in this offering, which means that we can
use the proceeds for any corporate purpose, without regard to our minimum
capital requirements.
There is no minimum contingency or escrow of any funds received by us in this
offering, and any funds received may be utilized by us for any corporate
purpose as the funds are received. There will be no escrow of any of the
proceeds of this offering.
There is no established market for our stock, which means that investors in
this offering may not be able to eventually sell their shares.
There is no established market for our common stock and there can be no
assurance that a market will develop. If no market is developed, then it will
be difficult for investors to eventually sell their shares and recover their
investment.
9
The competition we face from both large and small solid waster service
companies may result in us being unable to accomplish our business plan.
The solid waste services industry in the United States is highly competitive
and fragmented and requires substantial labor and capital resources. We will
compete with large, national solid waste services companies, as well as smaller
regional solid waste services companies of varying sizes and resources, some of
which are better capitalized, have greater name recognition or are able to
provide services at a lower cost than us. We also compete with counties,
municipalities and solid waste districts that maintain their own waste
collection and disposal operations. Public sector operators may have financial
advantages over us because of their access to user fees and similar charges,
tax revenues and tax-exempt financing.
Waste reduction programs may reduce the volume of waste available for disposal,
which may affect our potential success.
Waste reduction programs may reduce the volume of waste available for
collection in some areas where we operate and therefore our revenue in those
areas. This loss of revenue, if not replaced, could result in lower earnings
and a decline in the market price of our common stock. Some areas in which we
operate offer alternatives to landfill disposal, such as recycling, composting
and incineration. In addition, state, provincial and local authorities
increasingly mandate recycling and waste reduction at the source and prohibit
the disposal of certain types of wastes, such as yard wastes, at landfills.
We are subject to changing environmental regulation, which may make it
difficult for us to obtain or maintain permits and approvals which we may need
to accomplish the objectives in our business plan, which may affect the value
of investors' shares.
We are subject to evolving environmental and land use laws and regulations
in the United States. The enactment of additional regulations or the more
stringent enforcement of existing regulations could materially and adversely
affect our business and financial condition. To own and operate solid waste
facilities, we must obtain and maintain licenses or permits, as well as zoning,
environmental and/or other land use approvals. It has become increasingly
difficult, costly and time-consuming to obtain required permits and approvals
to build, operate and expand solid waste management facilities, including
landfills and transfer stations. The process often takes several years,
requires numerous hearings and compliance with zoning, environmental and other
requirements and is resisted by citizen, public interest or other groups. We
may not be able to obtain and maintain the permits and approvals we need to
own, operate or expand solid waste facilities. Regulation changes could require
International to modify its plan of operations to such an extent that it would
require enormous capital beyond our ability to fund.
The United States and most civilized countries impose stringent controls on
the design, operation, closure and post-closure care of solid waste facilities,
which could require us to undertake investigatory or remedial activities,
curtail operations or close a facility temporarily or permanently. In the
future, we may be required to modify, supplement or replace equipment or
facilities at substantial costs.
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We may have potential environmental liability, which may result in substantial
costs to us.
We are subject to liability for environmental damage at facilities on which
we will operate our disposal system that we own or operate, including damage to
neighboring landowners or residents, particularly as a result of the
contamination of soil, groundwater or surface water, and especially drinking
water and the costs of this liability can be very substantial. An uninsured
claim against us, if successful and of sufficient magnitude, could increase our
costs and liabilities to an unacceptable level. Our potential liability may
include damage resulting from conditions existing before we purchased or
operated these facilities. We may also be subject to liability for any off-site
environmental contamination caused by pollutants or hazardous substances that
we or our predecessors arranged to transport, treat or dispose of at other
locations.
In addition, we may be held legally responsible for liabilities as a
successor owner of businesses that we acquire or have acquired. These
businesses may have liabilities that we fail or are unable to discover,
including liabilities arising from noncompliance with environmental laws by
prior owners.
USE OF PROCEEDS
The net proceeds to International from the sale of the shares of common
stock offered hereby are estimated to be approximately $1,994,500, after
deduction of all offering expenses. International intends to use these proceeds
for web site promotion, working capital and general corporate purposes. The
following table shows International's use of proceeds if 10%, 25%, 50%, 75%
and/or 100%of the shares are sold. We cannot predict whether or not any shares
at all will be sold in this offering.
10% 25% 50% 75% 100%
---- ---- ---- ---- ----
Gross proceeds $ 199,450 498,625 997,250 1,495,000 2,000,000
offering expenses $ 5,500 $ 5,500 $ 5,500 $ 5,500 $ 5,500
--------- ----------- --------- --------- --------
$ 194,500 $ 494,500 $ 994,500 $1,494,500 $1,994,500
Systems construction$ 120,000 300,000 600,000 900,000 $1,200,000
Overhead 20,000 50,000 100,000 150,000 200,000
Rent 14,400 36,000 72,000 108,000 144,000
Supplies 12,000 30,000 60,000 90,000 120,000
Utilities 3,600 9,000 18,000 27,000 36,000
Advertising 18,000 45,000 90,000 135,000 180,000
Travel 11,450 28,625 57,250 85,875 114,500
The allocation of the net proceeds of the offering set forth above
represents International 's best estimates based upon its current plans and
certain assumptions regarding industry and general economic conditions and
International 's future revenues and expenditures. If any of these factors
change, International may find it necessary or advisable to reallocate some
of the proceeds within the above-described categories.
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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.
We cannot predict whether or not International will raise any proceeds at all
from this offering. Proceeds allocated to working capital will be used for
office overhead, rent, supplies, utilities, advertising or promotion,
construction of new systems, operating costs, and the hiring of any new
personnel.
DIVIDEND POLICY
International has never declared or paid cash dividends on its capital stock.
International 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.
PRICE RANGE OF SECURITIES
International's common stock is not listed or quoted at the present time,
and there is no present public market for International 's common stock. The
offering price has been arbitrarily determined. International has obtained a
market maker who has agreed to file an application for International's
securities to be quoted on the over-the-counter bulletin board, upon the
effectiveness of this Registration Statement, but the obtaining of a quotation
is subject to NASD approval, and we cannot predict whether or not International
's stock will be quoted on the Bulletin Board. We don't know whether or not the
NASD will accept International 's market maker's application on Form 211, and
cannot predict if a public market for International 's common stock will ever
develop.
DILUTION
As of March 31, 2001, International 's net tangible book value was $0, or $0
per share of common stock. Net tangible book value is the aggregate amount of
International 's tangible assets less its total liabilities. Net tangible book
value per share represents International '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), International '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:
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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%
The following assumes the sale of 250,000 shares of common stock. As of March
31, 2001, International 's net tangible book value was $0, or $0 per share of
common stock. Net tangible book value is the aggregate amount of
International's tangible assets less its total liabilities. Net tangible book
value per share represents International '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 250,000 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), International 's net tangible
book value as of the closing of this offering would increase from $0 to $.20
per share. This represents an immediate increase in the net tangible book value
of $.20 per share to current shareholders, and immediate dilution of $.80 per
share to new investors, as illustrated in the following table:
Public offering price per
share of common stock..............................................$1.00
Net tangible book value per share before offering..................$0
Increase per share attributable to new investors...................$ .20
Net tangible book value per share after offering...................$ .20
Dilution per share to new investors................................$ .80
Percentage dilution................................................ 80%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with International 's
Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.
COMPANY OVERVIEW
International was organized on December 30, 1997, and has not yet commenced
operations. International is engaged in the business of hazardous waste
disposal. International's common stock is not listed on any recognized exchange
or quoted on any quotation medium. There can be no We cannot predict whether or
not our common stock will ever develop a market.
PLAN OF OPERATIONS-IN GENERAL
International is a development stage corporation, which has not yet begun
its planned operations of engaging in the business of toxic waste disposal.
International 's plan is to construct a portable waste disposal system which
uses intense heat to convert hazardous waste into harmless matter and hot
gases. International has financed its operations to date through the sale of
its securities. International 's first phase of its plan of operations is to
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construct the system and put it into operation. This first phase depends upon
us raising at least $50,000 from this offering for a down payment on the the
cost to construct the system. The construction will be paid for on a note,
with the $50,000 cash payment down, and successive cash payments to complete
the total estimated cost of $250,000-$350,000 for each system built. It is
estimated that an additional $250,000 will be required to complete construction
of the system. If International is not successful in raising enough cash from
this offering to begin and to finish construction of the system, it will borrow
money from its principal, Roy Nelson, up to $300,000, in order to complete the
construction of the system. Our cash requirements over the next twelve months
are approximately $350,000, which are entirely devoted to the construction of
the system and a minimal staff to run the first system. We cannot predict
whether or not International will be successful in raising any capital from
this offering, which capital is essential to begin its plan of operations.
International has no current material commitments. International will seek
to raise capital as a cash reserve, but we cannot predict if International
will be successful in raising the capital it needs through sales of its common
stock.
We contemplate research and development costs of $300,000 within the next 12
months, which consists of construction of the first system. Construction of the
system will be outsourced to outside fabrication facilities, and, once
constructed, it will be stored in a storage facility, when it is not actively
on a customer's property, processing waste. We plan to put this first system to
work after it is completed, and are cultivating potential customers now. In
addition to the research and development costs, after the construction of the
system is completed, we expect to hire at least three additional employees
necessary to operate the system on three shifts.
International's plan of operations over the next 12 months includes the
development of its customer base and the raising of capital to complete
construction of its first waste disposal system. After the funds have been
raised, we will construct and put into operation our first system, a process
which management believes will take approximately 6 months. We cannot predict
whether or not International will be able to begin these operations.
If International is successful in raising more than the $500,000 its
expects to require to fund its operations in the first twelve months, we will
begin the second phase of operations, which is to construct and put into
operation an additional system at an additional cost of approximately $250,000-
$300,000. If wqe are unable to raise sufficient capital to construct the first
system, we will borrow money from our principals for the constructions costs.
We expect to generate our first revenues after the first system is put into
operation, which we predict will be approximately 12 months after the closing
of this offering.
We cannot say now whether or not International will be successful in
raising additional equity financing, and, thus, be able to satisfy its cash
requirements. International will need a minimum of $500,000 to satisfy its
cash requirements for the next 12 months. International will not be able to
operate if it does not obtain equity financing. International will achieve
liquidity within the next twelve months. We have generated no revenue since
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inception, and are 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.
If we are unsuccessful in raising sufficient funds from this offering to fund
our plan of operations, we will seek private capital or borrow from our
principals to fund our plan of operations.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements.
International'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, International plans to satisfy its cash
requirements by additional equity financing. This will be in the form of
through this offering or subsequent private placements of restricted common
stock.
BUSINESS
IN GENERAL - International
International was organized on December 30, 1997, in the state of Nevada.
International will seek to raise equity capital by through this offering or
subsequent private placements or registered offerings of its common stock to
enable International to construct a portable waste disposal system called a
"Pyrolysis Thermal Conversion Systems," which is a system which uses intense
heat to destroy most forms of solid waste and industrial waste. The process
converts hazardous waste to harmless matter and hot exhaust gases.
International 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 SYSTEM
The system is a solid waste treatment system that converts heat to energy
which reduces waste materials to a small fraction of their original volume up
to 95%. The process is different from incineration, which has been barred by
the EPA because of contamination to the environment. A discussion of all the
differences between incineration and the pyrolysis system is not presented
here, as incineration of toxic waste is not legal in the United States and most
civilized countries. Our system converts heat to energy, without releasing any
contaminants into the air or ground water. Waste is reduced to a sterile ash
composed mostly of carbon, a non-metallic element found in all living things,
and metals are transformed to non-leakable, oxidized metals that meets EPA
guidelines. The system will process solid wastes, sludge, which is a heavy,
slimy material, herbicides rubber, chlorine compounds, plastics, wood and
paper products.
15
The system's specifications are proprietary. The methods we will use to
construct the system use a combination of temperature and time, which is much
like a formula, and which must be kept a trade secret. We have an agreement
with Frank Reed, the inventor of the first pyrolysis system, to design and
supervise the fabrication of the system. The intellectual property rights to
the pyrolysis system are held by Mr. Reed. Testing of the system has been done
by Mr. Reed and R&R Technologies, Inc., who constructed the first pyrolysis
system of its kind for a company called Balboa Pacific Corporation. A an
independent engineering company tested the Balboa pyrolysis system and released
to the public information regarding its testing results on the system. It is
about the size of a moving van, and is mounted on a portable chassis with
wheels, which may be hauled by a medium-sized truck, to be transported to any
customer's location. It uses any 220/440 volt standard electrical supply power.
Since the system is too young to have generated statistics on its life cycle,
we have estimated the life cycle of the system to be 25 years. There is no
data to support this estimate, because the system has not yet been constructed,
and it is a prediction based upon the experience of management and our
consultants in the design and implementation of similar systems. The thermal
conversion process used by the system is the only non-incineration process
which we believe has been proved successful to reduce the volume of waste,
while at the same time, rendering the waste harmless. The sterile ash produced
by the system contains no hazardous residue, and can be disposed of in any
landfill. We make these disclosures based upon the experience of Frank Reed,
R&R Technologies, and our president, Roy Nelson.
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, 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 vast 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 International Tech. a system which converts
heat to energy 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. The production of oil results in a toxic waste that has
resisted treatment or modification which complies with EPA standards.
15
Our system effectively treats oil production waste, which is one reason why we
intend to target oil production companies as potential customers.
International intends to focus on the hazardous waste portion of the industry.
Operations will focus on whatever opportunity is presented to us nationally or
internationally. Currently, we have developed a possible first customer in
Australia.
Source of Information: Wall Street Journal, June, 1996
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 pyrolysis system is a mobile machine,
which will convert hazardous waste to harmless by products by oxidation and
temperatures between 1000 and 1800 degrees Fahrenheit by continuous feed. The
pyrolysis system has not yet been constructed by International, so the
description of the system and the services to be provided by us are services we
hope to be able to provide.
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.
International hopes to contract with customers to provide them with our mobile
waste disposal services on their business premises.
MARKETING
International '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.
International 's operations are targeted to three markets; municipalities, oil
companies and refineries, and other waste generators. Contract operations
describe work to be done based on contracts with customers which we hope to
obtain. Some of our potential customers are as follows:
- California municipalities must conform to Assembly Bill 939, whereby
50% of all municipal sold wastes must be recycled by January 1, 2000.
International 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.
International Tech. system waste processing can eliminate long term (30 year)
contingent liability for wastes currently "parked" in landfills which may be or
are leaking.
16
- Waste generators, such as utilities, must comply with strict
government regulations to dispose of the hazardous wastes and hazardous after-
products of their operations.
International will also market its services to major consulting and
construction firms for specific on-site cleanup operations. These operations
are those which International hopes to engage with an existing environmental
waste treatment company who already has a contract with a municipality, oil
company or other waste generator, in exchange for a cost and profit sharing
arrangement.
PROPERTY
International currently owns no property, plants or equipment, except for
the domain name and web site located at www.internationaltechcorp.org.
PATENTS
International holds no patents for any products, and has no plans to apply
for patents or trademarks at this time. We intend to keep the design
specifications of the system as a trade secret. International will provide a
disposal service for its customers using a system which it has designed and
hopes to construct from the proceeds of this offering. It owns the web site
and domain name of www.internationaltechcorp.org.
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 International, provide waste disposal services and are
in a greater position to capture International's intended market. We will
compete with these large companies, other small landfill operations, and
companies such as Balboa Pacific, who have constructed a similar, mobile
hazardous waste disposal system. All of our competitors are superior in
financial strength as expertise. We are in an inferior competitive position to
these other companies, who already have equipment and operating capital to rely
upon in establishing or continuing their operations.
GOVERNMENT REGULATION
General - Potential Adverse Effect of Government Regulations
International '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 International , 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.
18
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 International 's services. Similar types of laws,
regulations, and initiatives have also, from time to time, been proposed or
adjusted in other jurisdictions in which International operates.
International 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. International 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 International 's operations or impact International 's future
financial condition or earnings.
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, International 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, International
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
International presently employs three employees, the officers of International,
who each devote part time efforts to International.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of International 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 International
are as follows:
19
Name Age Position
- ---------------- --- ------------------
Roy Nelson 82 President, Director
Jay Starling 52 Director
Edward E. Nelson 90 Chief Financial Officer,
Secretary, Director
Roy Nelson. Mr. Nelson is the President and Director of International ,
and has acted in such capacity since its inception. He is also the president of
Hazardous Waste Clean-Up, from its inception on August 25, 2000 to the present
date. For the past seven years, Mr. Nelson has operated his own consulting
firm, specializing in consulting to start up and development stage companies,
which services included sales, marketing, personnel, organization structure,
and finance. During his time as a consultant, he was a management consultant
for U.S. Environmental Group from 1993 through 1997. 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. Mr.
Nelson will up to 40 hours per week to the business of International.
Edward E. Nelson. Mr. Nelson is the Secretary, Chief Financial Officer and
Director of International , 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. He also serves as Director of Hazardous Waste Clean-
Up, from its inception on August 25, 2000, to the present. Since 1976, he has
acted as an independent 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. Mr. Nelson will dedicate up to 20 hours per week to the business of
International.
Jay D. Starling. Mr. Starling is a Director of International, since its
inception. He is also a director of Hazardous Waste, Inc. and 50 Plus. From
1993 to 2000, he was 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. During the time he
served for Environmental Technologies, it was involved in operating a pyrolysis
system which processed hazardous waste. 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,
20
and a Ph.D. Management and Policy Analysis, UC Berkeley, 1973. Mr. Starling
will dedicate up to 40 hours per week to the business of International.
EXECUTIVE COMPENSATION
International has made no provisions for cash compensation to its officers
and directors. International 's management received 2,960,000 shares or
restricted stock, valued at par value per share, as a retainer for future
services and in exchange for International 's business plan. These 2,960,000
shares have been accepted at their par value 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.
Annual Compensation
-------------------
Name and Position Salary Bonus Deferred Salary
- ------------------------- ----- ---------------
Roy Nelson, President -0- -0-
Jay Starling, Chief Financial
Officer, Secretary, Director -0- -0-
EMPLOYMENT AGREEMENTS
International has not entered into any employment agreements with any of its
employees, and employment arrangements are all subject to the discretion of
International 's board of directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding beneficial ownership
of International 's common stock as of March 31, 2001, by (I) each person
known by International to be the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each director of International ,
(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.
21
Shares Percent Percent Percent
Beneficially Before After if 500,00
Name and Address of Beneficial Owner Owned offering offering shares sold
- ------------------------------------ ------------ -------- -------- -----------
Roy Nelson 2,860,000 96.66% 58% 85%
341 Promontory Dr.
Newport Beach, CA 92660
Jay Starling 50,000 1.6% 1% 1.48%
Box 10845
Beverly Hills, CA 90213
Edward Nelson 50,000 1.7% 1% 1.48%
Box 10845
Beverly Hills, CA 90213
Officers and Directors 2,960,000 98.66% 60% 88.09%
as a Group
- ----------------------
22
CERTAIN TRANSACTIONS
In connection with organizing International, 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 International,
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 International . No other persons are known to Management that would be
deemed to be promoters.
On March 1, 2000, International issued 40,000 shares of its common stock to
Kenneth G. Eade, counsel to International, 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 International 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
There is no public trading market for International's stock and a market may
never develop.
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 International '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. There are currently four shareholders of record of
International's common stock. To date, International has paid no dividends on
its common stock, and intends, for the near future, not to pay dividends, but,
instead, to retain any earnings to finance future growth. All outstanding
shares of common stock are, and the common stock offered hereby, upon issuance
and sale, will be, fully paid and nonassessable.
23
PENNY STOCK STATUS
If and when it creates a market for its common stock, International '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 International '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.
24
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, International will have 5,000,000 shares
of Common Stock outstanding. Out of these 3,00,000 shares, 2,960,000 are held
by affiliates. 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 International ), will be subject to the
limitations of Rule 144 promulgated under the Securities Act. At the
completion of this offering, 3 million shares will be eligible for sale under
Rule 144.
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 International , 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
International 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 International 's
shares of common stock. However, International '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 International
's securities on the Bulletin Board. We cannot predict whether or not the
application will be granted or that International'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 International, which offers the shares directly to investors
through officer, Roy Nelson, who will, in reliance upon the safe harbor
contained within SEC Rule 3a4-1, 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
International . 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.
25
International 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
International by Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial Statements of International as of March 31, 2001 included in
this Prospectus and elsewhere in the Registration Statement have been audited
by Roger G. Castro, independent public accountant for International , 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
International 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.
International 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.
26
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 March 31, 2001, and the related statements of
income, stockholders' equity, and cash flows for the period ended December 1,
2000 and for the period December 30, 1997 (inception) through March 31, 2001.
These financial statements are the responsibility of International '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 March
31, 2001, and the results of operations and cash flows for six months then
ended and for the period December 30, 1997 (inception) through March 31, 2001,
in conformity with generally accepted accounting principles.
Oxnard, California
Rogelio G. Castro
- -------------------
Rogelio G. Castro
April 10, 2001
F-1
27
International Tech Corp.
(A Development Stage Company)
Balance sheet
As of March 31, 2001
ASSETS March 31, 2001 March 31, 2000
-------------- --------------
Current Assets:
Cash $2,500 $ -
------- -------
Total Current Assets 2,500 -
------- -------
TOTAL ASSETS $2,500 $ -
===== =====
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Advances from officer $2,500 $ -
------- ------
Total Current Liabilities $2,500 2,500
------- ------
Stockholders' Equity:
common stocks , $.001 par value
Authorized shares-30,000,000
Issued and outstanding shares 3,000,000 $3,000 $3,000
Deficit accumulated during development ------- -------
stage (3,000) (3,000)
------- -------
Total Stockholders' Equity - -
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,500 $ -
===== =====
28
International Tech Corp.
(A Development Stage Company)
Statement of Operations
For the period ended March 31, 2001
For the period December 30, 1997 (inception) through March 31, 2001
Current Cumulative
Period March 31, 2000 During
March 31, 2001 Development Stage
-------------- -------------- ---------
Income $ - $ - $ -
Total Income - - -
------------- ---------- ---------
Operating Expenses
General and
Administrative Expenses - - 3,000
------------- ---------- ---------
Total Expenses - - 3,000
------------- ---------- ---------
Net income (loss) $ - $ - (3,000)
============== ========== =========
F-2
29
International Tech Corp.
(a Development Stage Company)
Statements of Cash Flows
For the period ended March 31, 2001 , and
For the period December 30, 1997 (inception) through March 31, 2001
Cumulative
Current During
Period March 31, Development
March 31, 2001 2000 Stage
-------------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $- $ - $(3,000)
Adjustments to reconcile net loss to
net cash used by operating activities:
Stock issued for services - - 3,000
-------------- -------- -----------
NET CASH USED BY OPERATING ACTIVITIES - - -
-------------- -------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from officer 2,500 - 2,500
-------------- ------- -----------
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
============== ========= ===========
30
NON CASH DISCLOSURES
3,000,000 shares issued for services $3,000 $3,000
============== ===========
F-3
31
International Tech Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period December 30, 1997 (inception)
through March 31, 2001
Number Deficit
of Common Accumulated
shares Stock During
Outstanding at Par Value Development Stage
----------- ------------ -----------------
Stock issued for services at inception 2,960,000 $2,960
Stock issued for services 40,000 40
Net loss - December 31, 1997 (3,000)
----------- ------------ ---------------
3,000,000 3,000 (3,000)
----------- ------------ ---------------
Balance at March 31, 1998 3,000,000 3,000 (3,000)
----------- ------------ ---------------
Balance at March 31, 1999 3,000,000 3,000 (3,000)
----------- ------------ ---------------
Balance at March 31, 2000 3,000,000 3,000 (3,000)
----------- ------------ ---------------
Balance at March 31, 2001 3,000,000 3,000 (3,000)
============ ============ ============
F-4
31
INTERNATIONAL TECH CORP.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2001
NOTE 1. Description of the Business and Summary of Significant Accounting
Policies
Description of the Business
International Tech. Corp. was incorporated under the laws of the state Nevada
on December 30, 1997. It was organized for the purpose of engaging in the
business of toxic waste disposal. The Company has been in the development
stage since its formation and is in accordance with Statement of Financial
Accounting Standards No.7 (SFAS #7). Planned principal operations have yet not
commenced.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
A. Basis- The Company uses the accrual method of accounting.
B. Cash and Cash equivalents - The Company considers all short term, highly
liquid investments that are readily convertible within three months to known
amounts as cash equivalents. Currently, it has no cash equivalents.
C. Loss per share - Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No. 128 "Earnings per Share."
Basic loss per share reflects the amount of losses for the period available to
each share of common stock outstanding during the reporting period, while
giving effect to all dilutive potential common shares that were outstanding
during the period, such as stock options and convertible securities. As of
March 31, 2001, the Company had no issuable shares qualified as dilutive to be
included in the earnings per share calculations.
D. 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
E. Year end - The Company has adopted March 31st as its fiscal year end. Two
separate periods are not presented in the financial statements, because, in the
period ended March 31, 2000, the company had no activity and no transactions.
NOTE 2 RELATED PARTY TRANSACTIONS
Advances from officer are unsecured and are payable upon demand. Balance:
$2,500.00.
F-5
32
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 or representations must no be relied upon as having been authorized
by through this offering International or its officers or directors. 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 in this prospectus is correct as of
any time subsequent to the date of this prospectus. Until ___________ (25 days
after the commencement of this offering), all dealers that effect transactions
in these securities, whether or not participating in the offering, may be
required to deliver a prospectus.
------------------------
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.................................... 1
Risk Factors.......................................... 3
International 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
33
International Tech. Corp.
2,000,000 shares of common stock
-------------
PROSPECTUS
-------------
______________, 2001
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Revised Statutes provides that International
may provide in its articles of incorporation, by laws or by agreement, to
indemnify International's officers and directors and affects their liability in
that capacity, for any and all costs incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law. International's By- Laws substantively
provide that International indemnify its officers, directors, employees and
agents to the fullest extent permitted by section 78.751.
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........................................... $528
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
==========
34
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were issued by International within the past three
years and were not registered under the Securities Act.
In connection with organizing International , 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 International
, 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 International . No other persons are known to Management that would be
deemed to be promoters.
On March 1, 2000, International issued 40,000 shares of its common stock to
Kenneth G. Eade, counsel to International , 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
10 Memorandum of Understanding R&R Technologies
and Frank Reed
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;
35
(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 International pursuant to the provisions referred to under Item 24
of this Registration Statement, or otherwise, International 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 International of expenses incurred or paid by a director,
officer or a controlling person of International 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,
International 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 International 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.
36
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 March 26, 2001.
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: May 14, 2001
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: May 14, 2001
Edward Nelson
- -------------------------------
EDWARD NELSON, Chief Financial
Officer and Director
Date: May 14, 2001
37
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 (hereinafter 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.
39
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.
39
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
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:
41
(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.
42
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.
43
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.
44
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
45
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
46
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.}
/s/ 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:
47
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.
48
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
May 9, 2001
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
International proposed to be sold pursuant the International 's Registration
Statement on Form SB-2. In rendering this opinion, I have reviewed
International 's Registration on Form SB-2, International 's articles of
incorporation and by laws and other corporate documents. All representations
made to me in International 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. International 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 International have been
reserved and, when issued, are duly and properly approved by International 's
Board of Directors.
3. That the shares of stock, when and as issued, will be legally issued,
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 jurisdictions
in which they will be sold.
I hereby consent to the use of this opinion in International '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
49
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's report dated
April 10, 2001 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
- ---------------------------
Roger G. Castro
Certified Public Accountant
Oxnard, California
May 11, 2001
EXHIBIT 23.2 CONSENT OF FRANK REED AND R&R TECHNOLOGIES
I hereby consent to the references to me and R&R Technologies in the
Registration Statement.
Dated: May 10, 2001.
Frank L. Reed
- ----------------
Frank L. Reed, individually
and on behalf of R&R Technologies, Inc.
EXHIBIT 10.
MEMORANDUM OF UNDERSTANDING
****INSERT HERE
EXHIBIT
SUBSCRIPTION AGREEMENT
International Tech. Corp.
341 Promontory Drive West
Newport Beach, CA 92660
Gentlemen:
The undersigned has received the matters set forth in your
prospectus dated ______________, 2001. 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 _____________
50
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
45
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security
51