SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3 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)
1
(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
- -----------------------------------------------------------------------------------------------------
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.
3
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. 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 *** 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
____________________, 2001
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TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.................................... 5
Risk Factors.......................................... 7
International is a development stage
company with no operating history.......... 12
Terms of offering-no minimum contingency...
Related party transactions and possible
conflicts of interest......................
Dilution................................... 11
New industry; uncertainty of market acceptance..
Use of Proceeds....................................... 6
Dividend Policy....................................... 10
Price Range of Securities............................. 10
Capitalization........................................
Dilution.............................................. 11
Selected Financial Data...............................
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.......................................... 12
Business..............................................
Management............................................ 19
Certain Transactions.................................. 22
Principal Stockholders................................ 21
Description of Securities............................. 22
Shares Eligible for Future Sale....................... 24
Underwriting..........................................
Legal Matters......................................... 25
Experts............................................... 25
Index to Financial Statements.........................
------------------------
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. 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. Our principal
executive offices are located at 341 Promontory Drive W., Newport Beach,
California 92660, and our telephone number is (949) 675-7909.
5
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. 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
---------------------------------
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 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.
6
BALANCE SHEET DATA:
March 31, 2001
----------------
Assets: ............................................ $ 2,500
=======
Liabilities:........................................ $ 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
-------
Deficit accumulated during development stage........ (3,000)
-------
Total Liabilities and Stockholders' Equity ..... $ --
=======
STATEMENT OF OPERATIONS DATA:
Cumulative
Since
inception
Period ended of
March 31, 2001 Development
Stage
------------- ------------
Revenues: .................................. $ -- $ --
General and administrative Expenses: ....... -- 3,000
----- -----
Net income (loss)...................... $ -- (3,000)
----- -----
Loss per share ............................. $ -- $ .001
===== =====
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 $250,000 from this offering for our
operations during the next twelve months, we will 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.
7
We may 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 private
placements of our stock. 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, 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 as the funds are
receieved. There will be no escrow of any of the proceeds of this offering.
This means that investors will not get their investment back in the event we
are unable to satisfy our minimum capital requirements.
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.
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 may have potential environmental liability, which may result in substantial
costs to us, to the extent that we could become insolvent.
8
We may be 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.
Liabilities for soil and groundwater contamination include damages to
landowners, substantial attorney's fees, and potentially expensive cleanup
costs, which could range from hundreds of thousands of dollars to millions of
dollars for each incident.
Our management is involved in the management of another hazardous waste clean
up company, and spends 40 hours but - less than full time on our business,
which may cause us to lose or not realize opportunities, and create potential
conflicts of interest.
Our management is also the management of Hazardous Waste Clean Up, which has
also filed a registration statement with the Securities and Exchange Commission
for an offering of its common stock. Management spends less than full time on
our business, which means that our business may suffer from their lack of full
dedication to it.
The system we propose to build has been tested already by us and may not
perform as planned.
Although the system we propose to build will be built by experts who have built
similar systems before, we don't know if the system, when built, will perofrm
as planned, because it has never been tested. If the system does not perform as
planned, our business would be severely affected.
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 the
proposed expenses shown in the table that follows. 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.
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10% 25% 50% 75% 100%
---- ---- ---- ---- ----
Gross proceeds $ 200,000 500,000 1,000,000 1,500,000 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
Working capital 20,000 50,000 127,250 237,250 374,250
Rent 14,400 36,000 72,000 108,000 144,000
Supplies 12,000 30,000 30,000 30,000 30,000
Utilities 3,600 9,000 18,000 27,000 36,000
Advertising 6,500 45,000 90,000 135,000 180,000
Travel 11,450 24,500 57,250 57,250 57,250
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.
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
labor costs, rent, supplies, utilities, advertising or promotion, construction
of new systems, operating costs, and the hiring of any new personnel. Supplies
includes paper clips, pens, pencils, paper, staples, envelopes, file folders,
file folder labels, typewriter ribbons, printer cartridges, and other officer
supplies. Travel expenses include airline tickets and hotel accommodations for
management to attend meetings with potential business contacts, and other
business travel expenses, such as meals.
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
10
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:
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 500,000 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 500,000 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
11
Percentage dilution................................................ 80%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND PLAN 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. 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
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. If we are unable to raise the $50,000, Roy Nelson
has agreed to loan the $50,000 to us. This $50,000 is the minimum amount of
cash we need to proceed with our plan of business. 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. 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. Mr. Nelson has agreed to loan us money needed for
capital on promissory notes, convertible to common stock, if we are unable to
raise the minimum capital required to execute our plan of operations. Our cash
requirements over the next twelve months are approximately $250,000, 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.
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We contemplate research and development costs of $250,000-$350,000 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 we 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.
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 $250,000 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 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 or borrowings.
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.
The first phase of our plan of operations involves construction and putting
into operation our first system, at the estimated cost of $250,000-$350,000. We
plan to achieve this first phase within the first twelve months. We have
identified an opportunity to purchase Balboa Pacific Corporation's pyrolysis
system, which is now in Australia. We have begun negotiations to purchase this
system, and, if they are successful, we will implement our first phase of
operations by putting this system to use in Australia, instead of construction
of an entirely new system.
The second phase of our plan of operations is to complete the construction and
put into operation a second system, at a cost of approximately $250,000-
$350,000. We plan to achieve this second phase within the second twelve months
of operation. We plan to fund the second phase with funds received from this
offering. If we are unsuccessful in raising sufficient funds, we will attempt
to generate enough proceeds from first phase operations to pay for the second
phase.
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The third phase of our plan of operations is to complete the construction of
and put into operation our third system, at a cost of approximately $250,000-
$350,000. We plan to achieve this third phase within the third twelve months of
operation. If we are unsuccessful in raising sufficient funds, we will attempt
to generate enough proceeds from first and second phase operations to pay for
the second phase.
The fourth phase of our plan of operations is to complete the construction of
and put into operation our fourth system, at a cost of approximately $250,000-
$350,000. We plan to achieve this fourth phase within the third twelve months
of operation. If we are unsuccessful in raising sufficient funds, we will
attempt to generate enough proceeds from first, second, and third phase
operations to pay for the fourth phase.
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 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.
International will not provide any products. The services it will provide will
be cleaning up of hazardous waste on a customer's business premises.
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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.
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 one 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.
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.
Our system would not be the only pyrolisis system to be constructed. Over 30
patents have been filed for pyrolitic waste conversion systems. For example,
the Balboa Pacific system was patented on April 28, 1997, in the United States
Patent and Trademark Office, Patent No. 5,868,085, which technology is owned by
Balboa Pacific. This particular system is described in the patent as a
treatment unit with two halves, and which recycles gases produced by the system
to supply heat energy to improve the efficiency of the process. It also has an
exhaust cleaning feature which oxidizes the exhaust gas from the system into
gases harmless to the environment.
15
The system we propose to construct would feature improvements discovered by Mr.
Reed over the past four years, which are designed to treat more wastes with
less expenditure of energy. Management believes these differences in the system
proposed to be constructed would make it patentable.
Our system uses a process that thermally degrades and converts organic waste
compounds into simpler compounds that are not hazardous to soil or groundwater.
This is done by the conversion of the waste molecules using indirect heat,
without oxygen. This process is cleaner than incineration, which is simply the
burning of waste, and the release of that waste into the air, rather than the
chemical conversion of the waste to harmless materials.
We have entered into a memorandum of understanding with Mr. Reed and R&R
Technologies, which provides for a formal agreement to be entered into for the
construction of the first system, which will set forth the payment by us of
approximately $300,000 in cost for the first system, plus an additional cash
amount to be agreed upon. It also will provide for an amount of common shares
issued to R&R and Mr. Reed, which amount is to be agreed upon. There are no
royalty payments to be made.
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.
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. Transporters in the United States ship waste
materials to landfills for permanent storage. 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's system will be transported to a customer's site where waste
disposal is needed, and will remain on the premises until the waste problem has
been eliminated.
MARKETING
International will market its services to environmental consultants and waste
generators on a first come, first served basis. We will simply charge a flat
rate for the daily, weekly and monthly use of the system.
Our operations will be targeted to all types of waste generators, including
municipalities, oil companies and refineries, and others. Some of our potential
customers are as follows:
16
- 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.
- 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. We intend to compete in the hazardous waste
disposal business by providing competitive pricing, quality service, and full
technical support.
17
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. When our system is completed, we must apply for a
permit from the EPA and local authorities to chemically process hazardous
waste. A different permit is require for the transportation of waste and
residue. A third permit will be required for the placement of residue in a
landfill. Management has experience in obtaining these permits, and does not
believe they will be difficult to obtain.
We are not familiar with how global environmental regulation relates to the
production and use of our system. We have not identified any particular
international opportunities for our system, and we understand that the United
States has more stringent environmental regulation than most other nations. We
intend to apply for permits in international jurisdictions only after the
opportunity has been identified for the long term use of our systems.
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,
18
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 their full time efforts to International as required.
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:
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 expend 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
also serves as Director of Hazardous Waste Clean-Up, from its inception on
August 25, 2000, to the present. He also served as the Chief Financial Officer
and Director of Veltex Corporation, a textile manufacturing corporation, from
1998 through 1999, and as Chief Financial Officer and Director of Alabama
19
Textile Mills, Inc. from 1998 through 1999. He has served as the Chief Financial
Officer and Director of 50 Plus, a membership organization for people over 50,
since 2000. He formerly served as the Chief Financial Officer and Director of
Taking Life By Storm, another membership life enhancement organization, from
1996 through 2000. 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 Director of Hazardous Waste Clean-Up, from its inception
on August 25, 2000 to the present date. From 1993 to 1998, he was President of
Environmental Technologies, a Balboa Pacific Corporation division. As the
president of this division, he was responsible for developing improvements to
the Bal Pac system and for demonstrating the system to prospective customers. He
was also responsible for training operators of the system. 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, and a Ph.D. Management and Policy Analysis, UC Berkeley, 1973. Mr.
Starling will dedicate his time as needed to our business, by being available
for business consultations, meetings and telephone conferences, to a maximum of
20 hours per week.
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. The following table shows the
cash and non-cash compensation paid to management.
20
Annual Compensation Long Term Compensation
------------------- ----------------------
Restricted LTIP
Name and position Year Salary Bonus Other Stock Awards SAR payout Other
- ----------------- ---- ----- ----- ----- ------------ --- ------ -----
Roy Nelson, C.E.O. 2000 -0- -0- -0- $2,860,000 0 0 0
Director
Jay Starling, 2000 -0- -0- -0- $ 50,000 0 0 0
Director
Edward Nelson 2000 -0- -0- -0- $ 50,000 0 0 0
C.F.O., Director
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.
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
- ----------------------
21
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.
22
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.
23
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, International will have 5,000,000 shares of
Common Stock outstanding if all shares in this offering are sold. 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. 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.
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.
24
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.
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 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.
25
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 each of the two years
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
International Tech Corp.
(A Development Stage Company)
Balance sheet
As of March 31, 2001 and March 31, 2000
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)
------- -------
26
Total Stockholders' Equity - -
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,500 $ -
===== =====
INTERNATIONAL TECH CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIODS ENDED MARCH 31, 2001
AND MARCH 31, 2000, AND 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)
============== ============== ==================
Net loss per share $ - $ - $ -
============== ============== ==================
27
International Tech Corp.
(a Development Stage Company)
Statements of Cash Flows
For the periods ended March 31, 2001, and March 31, 2000
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
============== ========= ===========
NON CASH DISCLOSURES
3,000,000 shares issued for services $3,000 $ 3,000
============== ===========
F-3
28
International Tech Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
for the periods ended March 31, 2001
and March 31, 2000, and 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
29
INTERNATIONAL TECH CORP.
(A Development Stage Company)
Notes to Financial Statements
for the periods ended March 31, 2001
and March 31, 2000, and for the period
December 30, 1997 (inception) through
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 3 RELATED PARTY TRANSACTIONS
Advances from officer are unsecured and are payable upon demand. Balance:
$2,500.00. The cash advance was received December 30, 1997.
F-5
30
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.................................... 5
Risk Factors.......................................... 7
International is a development stage
company with no operating history.......... 12
Terms of offering-no minimum contingency...
Related party transactions and possible
conflicts of interest......................
Dilution................................... 11
New industry; uncertainty of market acceptance..
Use of Proceeds....................................... 6
Dividend Policy....................................... 10
Price Range of Securities............................. 10
Capitalization........................................
Dilution.............................................. 11
Selected Financial Data...............................
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.......................................... 12
Business..............................................
Management............................................ 19
Certain Transactions.................................. 22
Principal Stockholders................................ 21
Description of Securities............................. 22
Shares Eligible for Future Sale....................... 24
Underwriting..........................................
Legal Matters......................................... 25
Experts............................................... 25
Index to Financial Statements.........................
31
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................................ $ 600
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.................................................. $ 372
----------
Total...................................................... $5,500
==========
32
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)
------------------------
33
ITEM 28. UNDERTAKINGS.
The undersigned Company hereby undertakes to:
(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(I) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) Include any additional or changed material information on the plan
of distribution. (2) For determining liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be
the initial bona fide offering. (3) File a post-effective amendment to
remove from registration any of the securities that remain unsold at the
end of the offering.
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of 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.
34
(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.
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 June 23, 2001.
International Tech. Corp.
Roy Nelson
By________________________________
ROY NELSON, President and Director
Date: June 23, 2001
In accordance with the requirements of the Securities Exchange Act of 1934, this
registration statement was signed 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: June 23, 2001
Edward Nelson
-------------------------------
EDWARD NELSON, Chief Financial
Officer/Director
Edward Nelson
- -------------------------------
EDWARD NELSON, Chief Financial
Officer and Director
Date: May 14, 2001
35
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.
36
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.
37
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.
38
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board
of Directors may be, but is not required to be, a director of the Corporation.
Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
Section 3 - Removal:
Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The president shall be the chief executive officer of
the Corporation.
39
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.
40
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.
41
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
42
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
43
Exhibit 4.1
SPECIMEN OF common stock CERTIFICATE
EXHIBIT
International Tech. Corp.
[________]NUMBER shares[________]
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
30,000,000 shares common stock AUTHORIZED, $.001 PAR VALUE
common stock CUSIP
SEE REVERSE FOR CERTAIN
DEFINITIONS
THIS CERTIFIES THAT
Is the RECORD HOLDER OF shares OF FULLY PAID AND NON-ASSESSABLE
shares OF common stock OF INTERNATIONAL TECH. CORP. TRANSFERABLE ON THE BOOKS OF
THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE shares REPRESENTED
HEREBY ARE SUBJECT TO THE LAWS OF THE STATE OF NEVADA, AND TO THE CERTIFICATE OF
INCORPORATION AND BYLAWS OF THE CORPORATION, AS NOW OR HEREAFTER AMENDED. THIS
CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT.
WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.
Dated:
[SEAL OF International Tech. Corp.}
ROY NELSON EDWARD E. NELSON
- ------------------------ ---------------------
President Secretary
COUNTERSIGNED
AMERICAN REGISTRAR & TRANSFER CO.
342 E. 900 South
P.O. Box 1798
Salt Lake City, Utah 84110
By: Richard M. Day
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
44
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.
45
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
June 23, 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
46
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
June 22, 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
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Frank L. Reed, individually
and on behalf of R&R Technologies, Inc.
EXHIBIT 10.
Memorandum of Understanding
THIS MEMORANDUM OF UNDERSTANDING is by and between R&R Technologies/Frank
Reed ("RRF")and International Tech. Corp. ("ITC") and is entered into this 27th
day of March, 2001, and provides for the following:
1. RRF has experience and know-how in the design, fabrication and
operation of a pyrolisis system able to process waste streams containing matter
that EPA considers hazardous/toxic and bring the contaimination to EPA accetable
levels. Te same or similar pyrolisis system may be used to clean matter that is
not hazardous/toxic, but is otherwise contaminated. RRF exmplys other
fabricating fdirms to do the actual building of the pyrolisis system to RRF
specifications.
2. RRF has estimated the bare fabricating cost for labor and material will
be $300,000 which does not include profit to Rrf but represents RRF total
fabricating cost.
3. Time required for fabricating the pyrolisis system is 16 weeks.
4. ITC is a company that has filed a registration statement with the
Securities and Exchange Commission (SEC) and anticipates that in a short time,
ITC will become a publicly traded company whose stock shares will be trade on
the NASDAQ Bulletin Board with a Bid & Ask quotation by broker-dealers.
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5. ITC intends to enter into a formal agreement with RRF engaging RRF to
cause the fabrication of a pyrolisis system.
6. The agreement will also provide for payment of the $300,000 fabrication
cost plus a cash amount to be agreed upon.
7. Further, the agreement will provide for a number of shares of ITC stock
to be issued to RRF as compensation in addition to the cash compensation covered
by item 6 above.
8. RRF and more specifically, Frank Reed will work closely with ITC in
obtaining orders from potential customers for proecessing various contaiminated
waste streams. Thi sis considered critical by ITC in its plans to become
successful and profitable.
9. ITC is in the process of being funded now and anticipates cash will be
forthcoming to cover items 5 and 6 above along with 7 above.
THIS MEMORANDUM OF UNDERSTANDING is not intended to cover all points
between RRF and ITC, and is subject to modification that may result from
meetings between RRF and ITC.
READ, UNDERSTOOD AND AGREED TO: READ, UNDERSTOOD AND AGREED TO:
Frank Reed Roy E. Nelson
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R&R TECHNOLOGIES/FRANK REED INTERNATIONAL TECH. CORP.
Roy E. Nelson, Chairman
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.
The undersigned, if an individual, is a resident
of, or, if a corporation, partnership or trust, has as its principal place of
business:
The state of California_____
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____
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Dated:______________.
If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security
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