SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 5 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)
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341 Promontory Drive West
Newport Beach, CA 92660
Telephone: 949-675-7909 Facsimile: 949-675-1697
(Address of principal place of business or
intended principal place of business)
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
(Name, address and telephone number of agent for service)
--------------------------
COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this registration statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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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
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 of investor's funds in
this offering. 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 3 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
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.................................... 4
Summary Financial Data............................ 5
Risk Factors.......................................... 6
The system we propose to build has not been
built and tested, and, if it does not perform
as planned, we may not be able to operate....... 6
There is no established market for our stock and
there can be no assurance that a market will
develop. If not 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........................... 7
We may have potential environmental liability,
which may result in substantial costs to us,
to the extent that we could become insolvent.... 7
Our management is involved in the management
of another hazardous waste clean up company,
and spends less than their full time on our
business, which may cause us to lose or not
realize opportunities........................... 8
Use of Proceeds....................................... 8
Dividend Policy....................................... 9
Price Range of Securities............................. 9
Capitalization........................................
Dilution.............................................. 9
Management's Discussion and Analysis of
Financial Condition and Plan of Operations............ 10
Business.............................................. 13
Management............................................ 18
Certain Transactions.................................. 21
Principal Stockholders................................ 20
Description of Securities............................. 23
Shares Eligible for Future Sale....................... 23
Legal Matters......................................... 24
Experts............................................... 24
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PROSPECTUS SUMMARY
CORPORATE BACKGROUND
International Tech. Corp. was incorporated in the State of Nevada, on December
30, 1997. International is a development stage corporation, which has not yet
begun its planned operations of engaging in the business of toxic waste
disposal. We cannot predict whether or not International's common stock will
ever develop a market. Shares offered by this prospectus will be sold by the
officers and directors of International in a self-underwritten offering,
without the use of any broker-dealers. 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.
THE TECHNOLOGY
International intends to construct and put into service 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, will convert 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 will be 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, only if
all shares are sold
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 June 30, 2001 and the consolidated balance sheet data' at
June 30, 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 June 30, 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.
BALANCE SHEET DATA:
June 30, 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 June 30,
2001 .................................. 3,000
-------
Deficit accumulated during development stage........ (3,000)
-------
Total Liabilities and Stockholders' Equity ..... $ 2,500
=======
STATEMENT OF OPERATIONS DATA:
Cumulative
Since
inception
Period ended of
June 30, 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.
THE SYSTEM WE PROPOSE TO BUILD HAS NOT BEEN BUILT AND TESTED, AND, IF IT
DOES NOT PERFORM AS PLANNED, WE MAY NOT BE ABLE TO OPERATE.
Although the system we propose to build will be built by experts who have
built similar pyrolysis systems for the disposal of hazardous waste before, we
don't know if the system, when built, will perform as planned, because it has
never been tested. Since the majority of the proceeds of this offering are
dedicated to the construction of new systems, which will form the basis of our
operations, if the system we propose to build does not perform as planned, we
may have to re-engineer the system, or buy an alternative system. Since we may
not have the funds available to do so, we may have to curtail or suspend all of
our planned operations.
THERE IS NO ESCROW OF ANY FUNDS IN THIS OFFERING, WHICH MEANS THAT WE CAN USE
THE PROCEEDS, AND INVESTOR'S FUNDS WILL NOT BE RETURNED, EVEN IF WE DO NOT
REALIZE 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
received. 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.
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 LESS THAN THEIR FULL TIME ON OUR BUSINESS, WHICH MAY
CAUSE US TO LOSE OR NOT REALIZE OPPORTUNITIES.
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.
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 25%, 50%, 75% and/or
100% of the shares are sold. We cannot predict whether or not any shares at all
will be sold in this offering.
10% 25% 50% 75% 100%
--------- ----------- --------- --------- ---------
Gross proceeds $ 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
Overhead 20,000 50,000 172,250 248,750 482,250
Rent 14,400 36,000 36,000 36,000 36,000
Supplies 12,000 30,000 30,000 30,000 30,000
Utilities 3,600 9,000 9,000 9,000 9,000
Advertising 18,000 45,000 90,000 135,000 180,000
Travel 11,450 24,500 57,250 57,250 57,250
If we raise only 10% of the offering, we intend to carry out our plan of
operations by borrowing the remaining capital needed from our president, Roy
Nelson, who has committed to providing us a loan of up to $350,000.
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
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 June 30, 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..................$0.00
Increase per share attributable to new investors...................$0.40
Net tangible book value per share after offering...................$0.40
Dilution per share to new investors................................$0.60
Percentage dilution................................................ 60%
The following assumes the sale of 500,000 shares of common stock. As of June
30, 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
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 making a $50,000 down payment on the the cost to construct the system. If we
are unable to raise the $50,000 in this offering, our president, Roy Nelson has
agreed to loan the $50,000 to us. 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
president, Roy Nelson, who has committed to loaning us up to $350,000, in order
to complete the construction of the system. Mr. Nelson has agreed to loan us
money needed for capital on promissory notes, payable on demand at 10% interest
per annum, convertible to common stock, at his option. 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 $300,000-350,000,
which are entirely devoted to the construction of the system and a minimal
staff to run the first system. We cannot predict whether or not International
will be successful in raising any capital from this offering, which capital is
essential to begin its plan of operations.
International has no current material commitments. International will seek to
raise capital as a cash reserve, but we cannot predict if International will be
successful in raising the capital it needs through sales of its common stock.
We contemplate research and development costs of $300,000-$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.
We expect to generate our first revenues after the first system is put into
operation.
International will need a minimum of $300,000-350,000 to satisfy its cash
requirements for the next 12 months. We predict that we will achieve liquidity
within the next twelve months, based upon our expectation that our first system
will be put into operation within that time and we expect to generate enough
revenue from the operation of that system to pay for all of our operating
expenses, which are minimal at this time. 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 borrowing.
The first phase of our plan of operations involves construction and putting
into operation our first system, at the estimated cost of $300,000-$350,000. We
plan to achieve this first phase within the first twelve months.
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 $300,000-
$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.
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
$300,000-$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 third 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
$300,000-$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 borrowing, raising capital through this offering, or by
additional equity financing consisting of 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.
THE SYSTEM
The system we intend to build is a solid toxic waste treatment system,
exclusively for use in the disposal of toxic and non-toxic waste, 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, because
it uses no oxygen. A discussion of all the differences between incineration and
the pyrolysis system is not presented here, as incineration of all waste is not
legal in the United States and most civilized countries. The system we intend
to build 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 we intend to build will process solid wastes, sludge, which is a heavy,
slimy material, herbicides rubber, chlorine compounds, plastics, wood and paper
products.
The specifications for the system we intend to build 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. Mr.
Reed does not hold any patents for the construction of a pyrolysis system. His
intellectual property rights are in the form of proprietary knowledge in the
method of design and application of that design to the system. The system will
be about the size of a moving van, and will be 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 will use any 220/440 volt standard electrical
supply power. Since the pyrolysis 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 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.
We have entered into a memorandum of understanding with Mr. Reed for him to
design and construct the system on the following terms:
- The system will be constructed over a 16 week time period.
- The cost of construction is approximately $300,000, which covers the
cost of labor and materials for the actual construction.
- There will be an additional amount of cash paid as profit to Mr.
Reed, estimated at $50,000. However, this will not be paid until after we have
generated our first revenues from the operation of the system.
- Mr. Reed will also be paid, as and for his services, an amount of
common stock of International as agreed upon between Mr. Reed and our board of
directors.
No formal agreement has been entered into with Mr. Reed at this time because we
have not yet obtained funding for the construction of the system. Once we have
obtained funding, we will enter into a formal agreement with Mr. Reed.
The system we intend to build would not be the only pyrolysis 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.
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. This is based on the fact
that the existing patents for pyrolysis systems are very narrow, and specific
to very small portions of the pyrolysis system itself, which makes it possible
to build a pyrolysis system without infringing on existing patents. Mr. Reed
has the expertise to design a system which will be different enough in design
so as not to infringe on the patents of any other pyrolitic system currently
patented, and the improvements he has in mind for the system are unique in
design, and, according to Mr. Reed, patentable, if we decide to patent them.
The design will become the property of International, and we may not choose to
patent it, in order for the design to remain a trade secret. Mr. Reed has been
designing these systems for 30 years, and the systems currently patented which
are similar to the system we intend to build are based on the older designs.
The system Mr. Reed intends to build for us has new and different features of a
proprietary design which will make it differ significantly from the earlier
designs. There are no royalty payments to be made.
The system we intend to build 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.
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 fees charged to permanently destroy the waste materials and heavily insured
shipping fees are the major cost components in this process.
The system we intend to build 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. We will provide clean-up treatment for all types
of waste, with an emphasis on hazardous waste. This will involve us coming
onto the customer's property with the equipment, and processing the waste on
site. The pyrolysis system processes waste over very high temperatures, which
results in a small amount of ash as a by product, which we will dispose of in a
local landfill.
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:
- 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's intended 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 we intend to build 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. 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.
This statement is based upon our familiarity with other waste treatment and
disposal systems currently in use. We have estimated that we will be able to
provide disposal at competitive costs with these other systems. Pyrolysis
systems are being used by over 100 entities all over the world for the disposal
of hazardous waste. In the United States, their use is not as prevalent as in
Canada, Europe, and Australia, due to the control of the waste disposal market
by the large landfill owners. Some companies, such as The Antaeus Group, are
using pyrolysis systems to destroy medical waste. Others are using pyrolysis
system for the disposal of other specific wastes, such as rubber tires. We will
be competing in the United States with waste disposal systems owned by
Integrated Environmental Technologies, LLC, small landfill operations, the
large landfill owners mentioned above, and companies such as Balboa Pacific,
who have constructed a similar, mobile hazardous waste disposal system.
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 the system we intend to build 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.
The obtaining of government approval to provide waste treatment and
disposal services to waste generators consists primarily fo filling out routine
application forms. Delays are not customary or usual and simply require time
and patience while the forms are being processed. Delays would simply create a
slow down of the available date of our service.
We are not familiar with how global environmental regulation relates to the
production and use of the system we intend to build. We have not identified any
particular international opportunities for the system we intend to build, 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 the systems we intend to build.
Federal, state, local and foreign governments have, from time to time, proposed
or adopted other types of laws, regulations, or initiatives with respect to the
environmental services industry, including laws, regulations, and initiatives
to ban or restrict the international, interstate, or intrastate shipment of
wastes, impose higher taxes on out-of-state waste shipments than on in-state
shipments, limit the types of wastes that may be disposed of at existing
landfills, mandate waste minimization initiatives, require recycling and yard
waste composting, reclassify certain categories of nonhazardous waste as
hazardous, and regulate disposal facilities as public utilities. Congress has,
from time to time, considered legislation that would enable or facilitate such
bans, restrictions, taxes, and regulations, many of which could adversely
affect the demand for International's services. Similar types of laws,
regulations, and initiatives have also, from time to time, been proposed or
adjusted in other jurisdictions in which International operates. International
makes a continuing effort to anticipate regulatory, political, and legal
developments that might affect its operations, but it is not always able to do
so. International cannot predict the extent to which any legislation or
regulation that may be enacted, amended, repealed, reinterpreted, or enforced
in the future may affect its operations. Such actions could adversely affect
International's operations or impact International's future financial condition
or earnings.
Governmental authorities have the power to enforce compliance with regulations
and permit conditions and to obtain injunctions or impose fines in case of
violations. During the ordinary course of its operations, International may,
from time to time, receive citations or notices from such authorities that a
facility is not in full compliance with applicable environmental or health and
safety regulations. Upon receipt of such citations or notices, International
will work with the authorities to address their concerns. Failure to correct
the problems to the satisfaction of the authorities could lead to monetary
penalties, curtailed operations, jail terms, facility closure, or an inability
to obtain permits for additional sites.
EMPLOYEES
International presently employs three employees, the officers of International,
one of which devotes his full time efforts to International as required, and
the other two devote up to 20 hours per week.
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
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.
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 June 30, 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
Beneficially Before
Name and Address of Beneficial Owner Owned offering
- ------------------------------------ ------------ --------
Roy Nelson 2,860,000 96.66%
341 Promontory Dr.
Newport Beach, CA 92660
Jay Starling 50,000 1.6%
Box 10845
Beverly Hills, CA 90213
Edward Nelson 50,000 1.7%
Box 10845
Beverly Hills, CA 90213
Officers and Directors 2,960,000 98.66%
as a Group
- ----------------------
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.
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.
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. Officers,
directors, and current shareholders will not be offered shares in this
offering.
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.
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 June 30, 2001 included in
this Prospectus and elsewhere in the Registration Statement have been audited
by Rogelio 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 June 30, 2001, and the related statements
of income, stockholders' equity, and cash flows for the periods ended June 30,
2000 and June 30, 2001, and for the period December 30, 1997 (inception)
through June 30, 2001. These financial statements are the responsibility of
International's management. Our responsibility is to express an opinion on
these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion. In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of International Tech, Corp. at June
30, 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 June
30, 2001, in conformity with generally accepted accounting principles.
Oxnard, California
Rogelio G. Castro
- -------------------
Rogelio G. Castro
July 30, 2001
INTERNATIONAL TECH CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JUNE 30, 2001 AND JUNE 30, 2000
ASSETS June 30, 2001 June 30, 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 -
------- -------
Stockholders' Equity:
common stocks , $.001 par value
Authorized shares-30,000,000
Issued and outstanding shares 3,000,000 $ 3,000 $ 3,000
Deficit accumulated during development ------- -------
stage (3,000) (3,000)
------- -------
Total Stockholders' Equity - -
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,500 $ -
======= =======
INTERNATIONAL TECH CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIODS ENDED JUNE 30, 2001
AND JUNE 30, 2000 AND FOR THE PERIOD
DECEMBER 30, 1997 (INCEPTION) THROUGH
JUNE 30, 2001
Current Cumulative
Period June 30, 2000 During
June 30, 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 $ - $ - $ -
============== ============== ==================
International Tech Corp.
(a Development Stage Company)
Statements of Cash Flows
For the periods ended June 30, 2001, and June 30, 2000
and for the period December 30, 1997 (inception) through June 30, 2001
Cumulative
Current During
Period June 30, Development
June 30, 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
International Tech Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
for the periods ended June 30, 2001
and June 30, 2000, and for the period
December 30, 1997 (inception) through
June 30, 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 June 30, 1998 3,000,000 3,000 (3,000)
----------- ------------ -----------------
Balance at June 30, 1999 3,000,000 3,000 (3,000)
----------- ------------ -----------------
Balance at June 30, 2000 3,000,000 3,000 (3,000)
----------- ------------ -----------------
Balance at June 30, 2001 3,000,000 3,000 (3,000)
============ ============ =================
F-4
INTERNATIONAL TECH CORP.
(A Development Stage Company)
Notes to Financial Statements
for the periods ended June 30, 2001
and June 30, 2000, and for the period
December 30, 1997 (inception) through
June 30, 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 June 30, 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 June 30th as its fiscal year end.
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
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 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 ____________ (90 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.................................... 4
Summary Financial Data............................ 5
Risk Factors.......................................... 6
The system we propose to build has not been
built and tested, and, if it does not perform
as planned, we may not be able to operate....... 6
There is no established market for our stock and
there can be no assurance that a market will
develop. If not 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........................... 7
We may have potential environmental liability,
which may result in substantial costs to us,
to the extent that we could become insolvent.... 7
Our management is involved in the management
of another hazardous waste clean up company,
and spends less than their full time on our
business, which may cause us to lose or not
realize opportunities........................... 8
Use of Proceeds....................................... 8
Dividend Policy....................................... 9
Price Range of Securities............................. 9
Capitalization........................................
Dilution.............................................. 9
Management's Discussion and Analysis of
Financial Condition and Plan of Operations............ 10
Business.............................................. 13
Management............................................ 18
Certain Transactions.................................. 21
Principal Stockholders................................ 20
Description of Securities............................. 23
Shares Eligible for Future Sale....................... 23
Legal Matters......................................... 24
Experts............................................... 24
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.
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.
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.
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.
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
==========
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)
------------------------
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 September 6, 2001.
International Tech. Corp.
Roy Nelson
By________________________________
ROY NELSON, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
Roy Nelson
- ----------------------------------
Roy Nelson, President and Director
Date: September 6, 2001
Edward Nelson
--------------------------------
EDWARD NELSON, Chief Financial Officer,
Chief Accounting Officer, and Director
Date: September 6, 2001
Jay Starling
- ---------------------------------
Jay Starling, Director
Date: September 6, 2001
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.
Article V. The governing board of the corporation shall be styled
as "Director." The first Board of Directors shall consist of Three (3) members
and their names and street addresses are as follows:
NAME ADDRESS
- ---- -------------------------
Roy Nelson 341 Promontory Drive West
Newport Beach, California 92660
Edward E. Nelson Box 10845, Beverly Hills, California 90213
Jay Starling Box 10845, Beverly Hills, California 90213
Article VI. The purposes for which the corporation is organized is to engage
in any lawful act or activity for which a corporation may be organized pursuant
to the General Corporation Law of the State of Nevada.
Article VII. The name and street address of the incorporator executing these
Articles of Incorporation is as follows:
NAME ADDRESS
- ---- -------------------------
J. Paulsen 2030 Main Street, Suite 1040
Irvine, California 92614
Article VIII. The corporation shall, to the fullest extent legally permissible
under the provisions of the General Corporation Law of the State of Nevada, as
the same may be amended and supplemented, shall indemnify and hold harmless any
and all persons whom it shall have power to indemnify under said provisions
from and against any and all liabilities (including expenses) imposed upon or
reasonably incurred by him in connection with any action, suit or other
proceeding in which he may be involved or with which he may be threatened, or
other matters referred to in or covered by said provisions both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the corporation. Such indemnification provided shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote
thereon after notice.
Article IX: The period of duration of the corporation shall have perpetual.
Article X: The personal liability of all of the directors of the corporation is
hereby eliminated to the fullest extent allowed as provided by the Nevada
General Corporation Law, as the same may be supplemented and amended.
The undersigned incorporator has executed these Articles of Incorporation on
December 29, 1997.
J. Paulsen
-------------------
J. Paulsen
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.:
Before me, a Notary Public in and for said county and state, personally
appeared J. Paulsen, who is known to me to be the same person who executed the
foregoing Articles of Incorporation and duly acknowledged execution of the
same. In witness whereof, I have hereunto subscribed my name and affixed my
official seal, on December 29, 1997.
Vicky Rae Stump
- -----------------
Notary Public
EXHIBIT 3(b)
BY-LAWS OF International Tech. Corp.
ARTICLE I - OFFICES
The office of the Corporation shall be located in the City and State designated
in the Articles of Incorporation. The Corporation may also maintain offices at
such other places within or without the United States as the Board of Directors
may, from time to time determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the shareholders of the Corporation shall be held within
five months after the close of the fiscal year of the Corporation, for the
purpose of electing directors, and transacting such other business as may
properly come before the meeting.
Section 2 - Special Meetings:
Special meetings of the shareholders may be called at any time by the Board of
Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holders of ten per cent (10%) of the
shares then outstanding and entitled to vote thereat, or as otherwise required
under the provisions of the Business Corporation Law.
Section 3 - Place of Meetings:
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waives of notice of such meetings.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a President, a Secretary,
a Treasurer, and such other officers, including a Chairman of the Board of
Directors, and one or more Vice Presidents, as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board
of Directors may be, but is not required to be, a director of the Corporation.
Any two or more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified, or until his death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Board of Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.
Section 3 - Removal:
Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided by the Board of
Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The president shall be the chief executive officer of
the Corporation.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The certificates representing the shares of the Corporation shall be in
such form as shall be adopted by the Board of Directors, and shall be numbered
and registered in the order issued. They shall bear the holder's name and the
number of shares, and shall be signed by (I) the President or a Vice President,
and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant
Treasurer, and shall bear the corporate seal.
(b) No certificate representing shares shall be issued until the full amount
of consideration therefor has been paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors may authorize the
issuance of certificates for fractions of a share which shall entitle the
holder to exercise voting rights, receive dividends and participate in
liquidating distributions, in corporation to the fractional holdings; or it may
authorize the payment in cash of the fair value of fractions of a share as of
the time when those entitled to receive such fractions are determined; or it
may authorize the issuance, subject to such conditions as may be permitted by
law, of scrip in registered or bearer form over the signature of an officer or
agent of the Corporation, exchangeable as therein provided for full shares, but
such scrip shall not entitle the holder to any rights of a shareholder, except
as therein provided.
Section 2 - Lost or Destroyed Certificates:
The holder of any certificate representing shares of the Corporation shall
immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost or destroyed. On production of such evidence of loss or destruction as
the Board of Directors in its discretion may require, the Board of Directors
may, in its discretion, require the owner of the lost or destroyed certificate,
or his legal representatives, to give the Corporation a bond in such sum as the
Board may direct, and with such surety or sureties as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgement of the Board of Directors, it is proper so to do.
Section 6 - Sureties and Bonds:
In case the Board of Directors shall so require, any officer, employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and
with such surety or sureties as the Board of Directors may direct, conditioned
upon the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, funds or
securities of the Corporation which may come into his hands.
Section 7 - shares of Other Corporations:
Whenever the Corporation is the holder of shares of any other corporation, any
right or power of the Corporation as such shareholder (including the
attendance, acting and voting at shareholders' meetings and execution of
waivers, consents, proxies or other instruments) may be exercised on behalf of
the Corporation by the President, or such other person as the Board of
Directors may authorize.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and paid of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.
ARTICLE VII-FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of Directors
from time to time, subject to applicable law.
ARTICLE VIII-CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be approved from
time to time by the Board of Directors.
ARTICLE IX - AMENDMENTS
Section 1 - By Shareholders:
All by-laws of the Corporation shall be subject to alteration or repeal, and
new by-laws may be made, by the affirmative vote of shareholders holding of
record in the aggregate at least a majority of the outstanding shares entitled
to vote in the election of directors at any annual or special meeting of
shareholders, provided that the notice or waiver of notice of such meeting
shall have summarized or set forth in full therein, the proposed amendment.
Section 2 -By Directors:
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however, that
the shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or the Board of Directors, or to change any
provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the by-law so adopted, amended or repealed, together with a concise
statement of the changes made.
Section 3 - Transfers of shares:
(a) Transfers of shares of the Corporation shall be made on the share records
of the Corporation only by the holder of record thereof, in person or by his
duly authorized attorney, upon surrender for cancellation of the certificate or
certificates representing such shares, with an assignment or power of transfer
endorsed thereon or delivered therewith, duly executed, with such proof of the
authenticity of the signature and of authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
Section 4 - Record Date:
In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding fifty days, or less than ten days, as
the record date for the determination of shareholders entitled to receive
notice of, or to vote at, any meeting of shareholders, or to consent to any
proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or
for the purpose of any other action. If no record date is fixed, the record
date for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the day
on which the meeting is held; the record date for determining shareholders for
any other purpose shall be at the close of business on the day on which the
resolution of the directors relating thereto is adopted. When a determination
of shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided for herein, such determination shall
apply to any adjournment thereof, unless the directors fix a new record date
for the adjourned meeting.
Section 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they
deem desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE X - INDEMNITY
(a) Any person made a party to any action, suit or proceeding, by reason of
the fact that he, his testator or intestate representative is or was a
director, officer of employee of the Corporation, or of any Corporation in
which he served as such at the request of the Corporation, shall be indemnified
by the Corporation against the reasonable expenses, including attorney's fees,
actually and necessarily incurred by him in connection with the defense of such
action, suit or proceedings, or in connection with any appeal therein, except
in relation to matters as to which it shall be adjudged in such action, suit or
proceeding, or in connection with any appeal therein that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of
any other rights to which any officer or director or employee may be entitled
apart from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be
entitled shall be fixed by the Board of Directors, except that in any case
where there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
The undersigned incorporator certifies that he has adopted the foregoing by-
laws as the first by-laws of the Corporation.
Dated: December 30, 1997
J. Paulsen
------------------------
J. Paulsen, Incorporator
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
THIS CERTIFIES THAT _______________________________________________________
IS THE RECORD HOLDER OF shares OF FULLY PAID AND NON-ASSESSABLE
shares OF common stock OF INTERNATIONAL TECH. CORP. TRANSFERABLE ON THE BOOKS
OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF
THIS CERTIFICATE PROPERLY ENDORSED. THIS CERTIFICATE AND THE shares
REPRESENTED HEREBY ARE SUBJECT TO THE LAWS OF THE STATE OF NEVADA, AND TO THE
CERTIFICATE OF INCORPORATION AND BYLAWS OF THE CORPORATION, AS NOW OR HEREAFTER
AMENDED. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT.
WITNESS the facsimile seal of the Corporation and the signature of its duly
authorized officers.
Dated:
[SEAL OF International Tech. Corp.}
ROY NELSON EDWARD E. NELSON
- ------------------------ ---------------------
President Secretary
COUNTERSIGNED
AMERICAN REGISTRAR & TRANSFER CO.
342 E. 900 South
P.O. Box 1798
Salt Lake City, Utah 84110
By: Richard M. Day
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as Act ________________________
tenants in common (State)
Additional abbreviation may also be used though not in above list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------
- ---------------------------------------
__________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee)
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
shares of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
__________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ---------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
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
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's report dated
July 30, 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.
ROGELIO G. CASTRO
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Rogelio G. Castro
Certified Public Accountant
Oxnard, California
September 6, 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 pyrolysis system able to process waste streams containing matter that EPA
considers hazardous/toxic and bring the contamination to EPA acceptable levels.
Te same or similar pyrolisis system may be used to clean matter that is not
hazardous/toxic, but is otherwise contaminated. RRF employs other fabricating
firms to do the actual building of the pyrolysis 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 pyrolysis 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.
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 no escrow. The undersigned, if an individual, is a resident of,
or, if a corporation, partnership or trust, has as its principal place of
business:
The state of California_____
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____
Dated:______________.
If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security