Attached files
file | filename |
---|---|
EX-5.1 - Noble Vici Group, Inc. | v207006_ex5-1.htm |
EX-3.2 - Noble Vici Group, Inc. | v207006_ex3-2.htm |
EX-3.1 - Noble Vici Group, Inc. | v207006_ex3-1.htm |
EX-3.3 - Noble Vici Group, Inc. | v207006_ex3-3.htm |
EX-10.1 - Noble Vici Group, Inc. | v207006_ex10-1.htm |
EX-99.1 - Noble Vici Group, Inc. | v207006_ex99-1.htm |
EX-23.1 - Noble Vici Group, Inc. | v207006_ex23-1.htm |
As
filed with the Securities and Exchange Commission on January 6,
2011
Registration
No.
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
(Amendment No.
3)
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Advanced
Ventures Corp.
(Name of
Small Business Issuer in its Charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
3841
(Primary
Standard Industrial Classification Code Number)
42-1772663
(I.R.S.
Employer Identification Number)
c/o Jacky
Shenker
41 Chone
Hamaagal Street
Elad 40800,
Israel
Phone
number: 972-542066024
Fax
number: 972-542066024
(Address,
including zip code, and telephone number, including area code,
of
registrant's principal executive offices)
Advanced
Ventures Corp.
113
Barksdale Professional Center
Newark,
DE 19711
Tel.
302-266-9367
(Name,
address, including zip code, and telephone number,
Including
area code, of agent for service)
Copies of
communications to:
Michael
S. Krome, Esq.
8 Teak
Court
Lake
Grove, New York 11755
Telephone
No.: (631) 737-8381
Facsimile
No.: (631) 737-8382
Our
company plans to commence the proposed sale of our common stock to the public
upon the effectiveness of the S-1. We anticipate this date to be approximately
January 31, 2011 and plan to offer the stock for sale for 180 days after the
commencement, which should be about July 31, 2011.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
Indicate
by check mark whether registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
|
o
|
Accelerated
Filer
|
o
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
(Do not
check if a smaller reporting
company)
Calculation of Registration
Fee
Proposed
|
Proposed
|
Amount
|
||||||||||||||
Title
|
Amount
|
Maximum
|
Maximum
|
of
|
||||||||||||
Of Securities
|
to be
|
Offering Price
|
Aggregate
|
Registration
|
||||||||||||
To be Registered
|
Registered
|
Per Share
|
Offering Price (1)
|
Fee (1)
|
||||||||||||
Common
Stock,(1)
|
2,500,000
|
$
|
0.03
|
$
|
75,000
|
$
|
6.00
|
|||||||||
Par
value $0.0001
|
||||||||||||||||
Per
share
|
(1)
Estimated pursuant to Rule 457 (o) under the securities Act of 1933 solely for
the purpose of computing the amount of the registration fee.
Advanced
Ventures does not intend to escrow any funds received through this offering.
Once funds are received as the result of a completed sale of common stock being
issued by us, those funds will be placed into our corporate bank account and may
be used at the discretion of the management (as per Item 501(b)(8)(iii) of
Regulation S-K).
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 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO COMPLETION AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Preliminary
Prospectus Subject To Completion Dated January 6, 2011
Advanced
Ventures Corp.
Up
to a Maximum of 2,500,000 Shares of Common Stock at $0.03 Per Share
We
are offering for sale a maximum of 2,500,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $0.03 per share.
There is no minimum amount of shares that we must sell in our direct offering,
and therefore no minimum amount of proceeds will be raised. No arrangements have
been made to place funds into escrow or any similar account. Upon receipt,
offering proceeds will be deposited into our operating account and used to
conduct our business and operations. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $0.03 per share. If
all 2,500,000 shares are not sold within 180 days from the date hereof, (which
may be extended an additional 90 days in our sole discretion), the offering for
the balance of the shares will terminate and no further shares will be sold. If
all of the shares offered by us are purchased, the gross proceeds to us will be
$75,000. This is our initial public offering and no public market currently
exists for shares of our common stock.
We intend
for our common stock to be sold by our officers and Directors. Such persons will
not be paid any commissions for such sales.
We will
pay all expenses incurred in this offering. The offering will terminate 180 days
after this registration statement is declared effective by the Securities and
Exchange Commission. However, we may extend the offering for up to 90 days
following the 180 day offering period.
Our
common stock is presently not traded on any public market or securities
exchange, and we have not applied for listing or quotation on any public
market.
THE
SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 7.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. We may not sell these securities until
the registration statement becomes effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
The
date of this prospectus is January 6, 2011
- 2
-
TABLE
OF CONTENTS
Prospectus
Summary
|
5
|
Our
Company
|
5
|
The
Offering
|
6
|
Selected
Summary Financial Data
|
7
|
RISK
FACTORS
|
8
|
RISKS
RELATING TO OUR COMPANY
|
8
|
Risks
Relating to our Common Stock
|
13
|
Use
of Proceeds
|
14
|
Percent
of Net Proceeds Received
|
14
|
Determination
of Offering Price
|
15
|
Dilution
|
15
|
Our
Business
|
16
|
General
Development
|
16
|
Business
Summary and Background
|
17
|
THIRD-PARTY
MANUFACTURERS
|
18
|
INTELLECTUAL
PROPERTY
|
18
|
COMPETITION
|
18
|
Patent,
Trademark, License & Franchise Restrictions
|
19
|
Contractual
Obligations & Concessions
|
19
|
Employees
|
20
|
Transfer
Agent
|
20
|
Research
and Development
|
20
|
Description
of Property
|
20
|
Management's
Discussion
|
21
|
Plan
of Operation
|
21
|
General
Working Capital
|
22
|
Recently
Issued Accounting Pronouncements
|
23
|
Off-Balance
Sheet Arrangements
|
23
|
Inflation
|
24
|
Market
for Common Equity
|
24
|
Related
Stockholder Matters
|
24
|
Market
Information
|
24
|
Security
Holders
|
24
|
Dividend
Policy
|
24
|
Directors,
Executive Officers, Promoters
|
25
|
Control
Persons
|
25
|
Audit
Committee and Financial Expert
|
25
|
Code
of Ethics
|
25
|
Potential
Conflicts of Interest
|
25
|
Involvement
in Certain Legal Proceedings
|
26
|
Executive
Compensation
|
26
|
Option/SAR
Grants
|
27
|
Long-Term
Incentive Plans and Awards
|
27
|
Compensation
of Directors
|
27
|
Employment
Contracts, Termination of Employment
|
27
|
Change-in-control
Arrangements
|
27
|
Certain
Relationships and Related Transactions
|
27
|
Director
Independence
|
28
|
Security
Ownership of Certain Beneficial Owners and Management
|
28
|
Legal
Proceedings
|
28
|
Description
of Securities
|
29
|
Our
Common Stock
|
29
|
Our
Preferred Stock
|
29
|
- 3
-
Plan
of Distribution
|
29
|
Right
to Reject Subscriptions
|
31
|
Underwriters
|
31
|
Regulation
M
|
31
|
Section
15(G) of the Exchange Act
|
31
|
Changes
In and Disagreements with Accountants On Accounting And Financial
Disclosure
|
32
|
Indemnification
for Securities Act Liabilities
|
32
|
Legal
Matters
|
32
|
Experts
|
32
|
Interest
of Named Experts and Counsel
|
32
|
Available
Information
|
33
|
Information
Not Required in Prospectus
|
34
|
Signatures
|
36
|
Exhibit
Table
|
37
|
- 4
-
Prospectus
Summary
The
following summary highlights selected material information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the "Risk
Factors" section, the financial statements, and the notes to the financial
statements.
Our
Company
We were
incorporated in Delaware on July 6, 2010 and are a development stage company. On
July 27, 2010, we entered into an exclusive worldwide patent sale agreement (the
"Patent Transfer and Sales Agreement ") with Ilanit Appelfeld, seller, in
relation to a patented technology (Patent Number: 6,743,209) for a
catheter with a integral anchoring mechanism. The Advanced Ventures
technology has the potential to be adopted as a standard in all medical
facilities, making a decisive contribution towards significantly and reliably
securing a urethral catheter to the outside of a patient’s body in order to
prevent or restrict undesirable movement or displacement of a catheter.
The invention concept is flexible enough that it can be applied to humans as
well as to animals, thus further increasing the marketing potential for this
product.
Based on
the patent, the Company believes that this apparatus will help prevent or
restrict undesirable movement or displacement of a catheter. However, until the
Company can successfully develop a prototype and test it, the Company cannot
currently estimate the full extent of the benefits to be gained from this
apparatus.
The
patent and technology were transferred to Advanced Ventures Corp. in exchange of
payment to Ilanit Appelfeld, of US $17,500 (seventeen thousand and five hundred
United States Dollars), according to the condition specified in the Patent
Transfer and Sales Agreement related to the Patent Number:
6,743,209.
The
Advanced Ventures Corp. invention, based on a patented technology, is for a
catheter with an integral anchoring means which is secured to the outside of a
human or other animal body by suturing, tying or taping to a tubular,
depression-shaped anchor member that is integrally formed during manufacture
with the forming of the catheter, resulting in a one-piece multipurpose
combination construction unit. Once a working prototype has been developed, we
will then work to develop and manufacture the Product or license the
manufacturing and related marketing and selling rights to a third party. As soon
as the company starts to raise equity (following the S-1 becoming effective), it
will begin to use raised proceeds to develop the working prototype.
Our
principal offices are located at 41 Chone Hamaagal Street, Elad 40800, Israel.
Our telephone number is 972542066024. Our registered office in Delaware is
located at 113 Barksdale Professional Center, Newark, DE 19711, and our
registered agent is Delaware Intercorp.
All
references to "we," "us," "our," or similar terms used in this prospectus refer
to Advanced Ventures Corp. Our fiscal year end is December 31.
Our
auditors have issued an audit opinion which includes a statement describing our
going concern status. Our financial status creates substantial doubt whether we
will continue as a going concern. Investors should note, we have not generated
any revenues to date, we do not yet have any products available for sale, and we
do not have a fully operational valid working prototype of our proposed
product.
As of
July 31, 2010, our company has no cash and will need to raise additional capital
within the next twelve months, even if we are able to sell the maximum number of
shares. The company has no full time employees and our two current
officers/directors intend to devote approximately five hours per week to
Advanced Ventures business activities.
Our
Direct Public Offering
We are
offering for sale up to a maximum of 2,500,000 shares of our common stock
directly to the public. There is no underwriter involved in this offering. We
are offering the shares without any underwriting discounts or commissions. The
purchase price is $0.03 per share. If all of the shares offered by us are
purchased, the gross proceeds before deducting expenses of the offering will be
up to $75,000. The expenses associated with this offering are estimated to be
$21,500 or approximately 28.7% of the gross proceeds of $75,000 if all the
shares offered by us are purchased. If all the shares offered by us are not
purchased, then the percentage of offering expenses to gross proceeds will be
higher and a lower amount of proceeds will be realized from this
offering.
- 5
-
This is
our initial public offering and no public market currently exists for shares of
our common stock. We can offer no assurance that an active trading market will
ever develop for our common stock.
The
offering will terminate six months after this registration statement is declared
effective by the Securities and Exchange Commission. However, we may extend the
offering for up to 90 days following the six month offering period.
The
Offering
Total
shares of common stock outstanding prior to the offering
|
3,000,000
shares
|
|
Shares
of common stock being offered by us
|
2,500,000
shares
|
|
Total
shares of common stock outstanding after the offering
|
5,500,000
shares
|
|
Gross
proceeds:
|
Gross
proceeds from the sale of up to 2,500,000 shares of our common stock will
be $75,000. Use of proceeds from the sale of our shares will be used as
general operating capital to allow us to develop a fully operational valid
prototype of the device and attempt to bring our product to
market.
|
|
Risk
Factors
|
There
are substantial risk factors involved in investing in our Company. For a
discussion of certain factors you should consider before buying shares of
our common stock, see the section entitled "Risk
Factors."
|
This is a
self-underwritten public offering, with no minimum purchase requirement. Shares
will be offered on a best efforts basis and we do not intend to use an
underwriter for this offering. We do not have an arrangement to place the
proceeds from this offering in an escrow, trust, or similar account. Any funds
raised from the offering will be immediately available to us for our immediate
use.
As used
in this prospectus, references to the "Company," "we," "our," or "us" refer to
Advanced Ventures Corp., unless the context otherwise indicates.
A
Cautionary Note on Forward-Looking Statements
This
prospectus contains forward-looking statements which relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
“Risk Factors,” that may cause our or our industry’s actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by these forward-looking statements.
- 6
-
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Selected
Summary Financial Data
This
table summarizes our operating and balance sheet data as of the periods
indicated. You should read this summary financial data in conjunction with the
"Plan of Operations" and our audited financial statements and notes thereto
included elsewhere in this prospectus.
(July 6,
2010)
|
||||
Through
|
||||
(September
30
2010)
|
||||
Statement
of Operations:
|
||||
Total
revenues
|
$
|
-
|
||
Total
operating expenses
|
$
|
23,300
|
||
(Loss)
from operations
|
$
|
(23,300
|
)
|
|
Net
(loss)
|
$
|
(23,300
|
)
|
|
(Loss)
per common share
|
$
|
(0.01
|
)
|
|
Weighted
average number of common shares outstanding - Basic and
diluted
|
2,931,034
|
.
As of
|
||||
(September
30,
2010)
|
||||
Balance
Sheet:
|
||||
Cash
in bank
|
$
|
300
|
||
Deferred
Offering Costs
|
$
|
20,000
|
||
$
|
||||
Total
current assets
|
$
|
20,300
|
||
Total
assets
|
$
|
20300
|
||
Total
current liabilities
|
$
|
43,300
|
||
Total
liabilities
|
$
|
43,300
|
||
Total
stockholders' (deficit)
|
$
|
(23,000
|
)
|
|
Total
liabilities and stockholders' equity
|
$
|
20,300
|
- 7
-
RISK
FACTORS
This
investment has a high degree of risk. Before you invest you should carefully
consider the risks and uncertainties described below and the other information
in this prospectus. If any of the following risks actually occur, our business,
operating results and financial condition could be harmed and the value of our
stock could go down. This means you could lose all or a part of your
investment.
RISKS
RELATING TO OUR COMPANY
1.
|
We are a development stage
company with no operating history and may never be able to carry out our
business plan or achieve any revenues or profitability; at this stage of
our business, even with our good faith efforts, potential investors have a
high probability of losing their entire
investment.
|
We are
subject to all of the risks inherent in the establishment of a new business
enterprise. We were established on July 6, 2010, for the purpose of engaging in
the development, manufacture, and sale of a catheter with an integral anchoring
means. We have not generated any revenues nor have we realized a profit from our
operations to date, and there is little likelihood that we will generate any
revenues or realize any profits in the short term. Any profitability in the
future from our business will be dependent upon the successful development of a
catheter with an integral anchoring means, which itself is subject to numerous
industry-related risk factors as set forth herein. We may not be able to
successfully carry out our business. There can be no assurance that we will ever
achieve any revenues or profitability. Accordingly, our prospects must be
considered in light of the risks, expenses, and difficulties frequently
encountered in establishing a new business in our industry, and our Company is a
highly speculative venture involving significant financial risk.
2.
|
We expect to
incur operating losses in the next twelve months because we have no plan
to generate revenues unless and until we successfully develop a valid
prototype of our catheter with
an integral anchoring mechanism.
|
We have
never generated revenues. We intend to engage in the manufacture and
distribution of a catheter with an integral anchoring means. We own the right to
exploit the technology and patent for the new invention. However, our catheter
with an integral anchoring means is not currently available for sale. We intend
to develop a fully workable prototype, which can then be used to develop and
manufacture the actual product. We will rely on third parties to develop
workable prototypes and to work with us to manufacture the product. We expect to
incur operating losses over the next twelve months because we have no source of
revenues unless and until we are successful in developing a workable prototype
of our catheter with an integral anchoring means. We cannot guarantee that we
will ever be successful in developing a workable prototype or in generating
revenues in the future. We recognize that if we are unable to generate revenues,
we will not be able to earn profits or continue operations. We can provide
investors with no assurance that we will generate any operating revenues or ever
achieve profitable operations.
3.
|
If we are
unable to obtain funding for development of a valid prototype, we will
have to delay development of our valid prototype and/or go change our line
of business, which could result in the loss of your total
investment.
|
We intend to use a part of the funds to
be raised in this offering to develop a workable prototype for our catheter with
an integral anchoring means. As such, if we are unable to raise at least
$30,000, we will not have sufficient funds to
engage a manufacturing company to work with us to develop a workable prototype.
If we raise only $30,000, we believe that we will have funds
available to reach the basic goals of our business plan; however, we believe we
will need an additional $45,000 in order to bring the product to market on a
full-scale basis. The cost
of developing the prototype is based on a number of factors and our best
estimates on the complexity of the device. In an article entitled “Creating a
Product Prototype”, sites one element of the process (creating an injection mold
for a product in the United States) as costing anywhere between $10,000 to
$100,000. (http://www.entrepreneur.com/startingabusiness/inventing/inventionscolumnisttamaramonosoff/article80678.html). Similar numbers are also cited in
the Invention Prototypes article on the Cost of Prototypes (http://www.inventionstatistics.com/Invention_Prototypes_Costs.html). Stages in the development of a
prototype include some design issues, as well as the actual
production. Since there are no refunds on the
shares sold in this offering, if any, you may be investing in a company that
will not have the funds necessary to commence
operations.
- 8
-
4.
|
We do not have sufficient cash to
fund our operating expenses for the next twelve months, and we will
require additional funds through the sale of our common stock, which
requires favorable market conditions and interest in our activities by
investors. We may not be able to sell our common stock and funding may not
be available for continued
operations.
|
There is
not enough cash on hand to fund our administrative expenses and operating
expenses or our proposed research and development program for the next twelve
months. In addition, we will require substantial additional capital following
the development of a valid workable prototype for our catheter with an integral
anchoring means in order to market, arrange for the manufacturing of, and sell
our product. Because we do not expect to have any cash flow from operations
within the next twelve months, we will need to raise additional capital, which
may be in the form of loans from current stockholders and/or from public and
private equity offerings. Our ability to access capital will depend on our
success in implementing our business plan. It will also depend upon the status
of the capital markets at the time such capital is sought. Should sufficient
capital not be available, the implementation of our business plan could be
delayed and, accordingly, the implementation of our business strategy would be
adversely affected. If we are unable to raise additional funds in the future, we
may have to cease all substantive operations. In such event it would not be
likely that investors would obtain a profitable return on their investment or a
return of their investment at all.
5.
|
Our
auditors have expressed substantial doubt about our ability to continue as
a going concern, and if we do not raise at least $30,000 from our
offering, we may have to suspend or cease operations within twelve
months.
|
Our
audited financial statements for the period from July 6, 2010, through July 31,
2010, were prepared using the assumption that we will continue our operations as
a going concern. We were incorporated on July 6, 2010, and do not have a history
of earnings. As a result, our independent accountants in their audit report have
expressed substantial doubt about our ability to continue as a going concern.
Continued operations are dependent on our ability to complete equity or debt
financing activities or to generate profitable operations. Such capital
formation activities may not be available or may not be available on reasonable
terms. Our financial statements do not include any adjustments that may result
from the outcome of this uncertainty. We believe that if we do not raise at
least $30,000 from our offering, we may have to suspend or cease operations
within twelve months. Therefore, we may be unable to continue operations in the
future as a going concern. If we cannot continue as a viable entity, our
stockholders may lose some or all of their investment in the
Company.
6.
|
We have no track record that
would provide a basis for assessing our ability to conduct successful
business activities. We may not be successful in carrying out our business
objectives.
|
The
revenue and income potential of our proposed business and operations are
unproven as the lack of operating history makes it difficult to evaluate the
future prospects of our business. There is nothing at this time on which to base
an assumption that our business operations will prove to be successful or that
we will ever be able to operate profitably. Accordingly, we have no track record
of successful business activities, strategic decision-making by management,
fund-raising ability, and other factors that would allow an investor to assess
the likelihood that we will be successful in developing a valid workable
prototype of our product and thereafter making it available for sale. There is a
substantial risk that we will not be successful in implementing our business
plan, or if initially successful, in thereafter generating any operating
revenues or in achieving profitable operations.
7.
|
Because we are not making
provisions for a refund to investors, you may lose your entire
investment.
|
Even
though our business plan is based upon the complete subscription of the shares
offered through this offering, the offering makes no provisions for refund to an
investor. We will utilize all amounts received from newly issued common stock
purchased through this offering even if the amount obtained through this
offering is not sufficient to enable us to go forward with our planned
operations. Any funds received from the sale of newly issued stock will be
placed into our corporate bank account. We do not intend to escrow any funds
received through this offering. Once funds are received as the result of a
completed sale of common stock being issued by us, those funds will be placed
into our corporate bank account and may be used at the discretion of
management.
- 9
-
8.
|
As a
development stage company, we may experience substantial cost overruns in
developing our prototype and creating a strategy for future stages such as
manufacturing and marketing our product, and we may not have sufficient
capital to successfully complete the development and marketing of our
product.
|
We may
experience substantial cost overruns in manufacturing and marketing our
prototype and then the product itself, and may not have sufficient capital to
successfully complete our project. We may not be able to manufacture or market
our product because of industry conditions, general economic conditions, and/or
competition from potential manufacturers and distributors. In addition, the
commercial success of any product is often dependent upon factors beyond the
control of the company attempting to market the product, including, but not
limited to, market acceptance of the product, governmental restrictions, and
whether or not third parties promote the products through prominent marketing
channels and/or other methods of promotion. Even if we do succeed in raising the
capital to develop a prototype and begin manufacturing our proposed product, we
cannot ensure that the final cost addition, if any, for this device will be
found to be warranted and reasonable and therefore we cannot ensure that the
product, if developed, will actually find popularity and
acceptance.
9.
|
We will rely
on third parties to develop a prototype and to manufacture our proposed
product.
|
We will
rely on third parties to develop a prototype and to work with us to manufacture
the product. If we are unable to enter into manufacturing or distribution
agreements, or if our manufacturing and distribution agreements are not
satisfactory, we may not be able to develop or commercialize our product as
planned. In addition, we may not be able to contract with third parties to
manufacture our product in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our adapters, which would result in losses of sales and
goodwill.
10.
|
We are a small company with
limited resources compared to some of our current and potential
competitors and we may not be able to compete effectively and increase
market share.
|
Catheters,
in general, are part of an industry that competitive and although we believe our
technology offers unique developments, we cannot guarantee that these unique
features are enough to effectively capture a significant enough market share to
successfully launch and sustain our product. Based on our company’s initial
research through both the Internet and trade journals, as well as through an
extensive search through existing patents, we believe there is no one in the
industry that has successfully brought a product like ours to market,
nonetheless, our current and potential competitors have longer operating
histories, significantly greater resources and name recognition, and a larger
base of distributors and customers than we have. As a result, these competitors
have greater name credibility with our potential distributors and customers. Our
competitors also may be able to adopt more aggressive pricing policies and
devote greater resources to the development, promotion, and sale of their
products and services than we can to ours. To be competitive, we must continue
to invest significant resources in research and development, sales and
marketing, and customer support. We may not have sufficient resources to make
these investments or to develop the technological advances necessary to be
competitive, which in turn will cause our business to suffer and restrict our
profitability potential.
11.
|
Our success depends on third
party distribution channels.
|
We intend
to sell our product ourselves and through a series of resellers and
distributors. Our future revenue growth will depend in large part on sales of
our product through these relationships. We may not be successful in developing
distribution relationships. Entities that distribute our product may compete
with us. In addition, these distributors may not dedicate sufficient resources
or give sufficient priority to selling our product. Our failure to develop
distribution channels, the loss of a distribution relationship, or a decline in
the efforts of a material reseller or distributor could prevent us from
generating sufficient revenues to become profitable.
- 10
-
12.
|
Changing consumer preferences may
negatively impact our
business
|
The
Company's success is dependent upon the ongoing need and appeal for a catheter
with integral anchoring means. Consumer preferences with respect to such devices
are continuously changing and are difficult to predict. As a result of changing
consumer preferences, we cannot assure you that our product will achieve
customer acceptance, or that it will continue to be popular with consumers for
any significant period of time, or that new products will achieve an acceptable
degree of market acceptance, or that if such acceptance is achieved, it will be
maintained for any significant period of time. Our success is dependent upon our
ability to develop, introduce, and gain customer acceptance, willing to continue
on a long term basis to adapt their standard use of catheters by including the
use of the Company’s catheter with an integral anchoring means. The failure of
our product to achieve and sustain market acceptance and to produce acceptable
margins could have a material adverse effect on our financial condition and
results of operations.
13.
|
Because our Directors and
officers have no experience in running a company that sells catheter with an integral
anchoring means,
they may not be able to successfully operate such a business which could
cause you to lose your investment.
|
We are a
development stage company and we intend to manufacture, market, and sell
catheters with an integral anchoring means. Jacky Shenker and Rachel Feldstein,
our current Directors and Officers, have effective control over all decisions
regarding both policy and operations of our Company with no oversight from other
management. Our success is contingent upon the ability of these individuals to
make appropriate business decisions in these areas. However, our Directors and
Officers have no experience in operating a company that sells catheters with an
integral anchoring means. It is possible that this lack of relevant operational
experience could prevent us from becoming a profitable business and hinder an
investor from obtaining a return on his investment in us.
14.
|
Because Jacky Shenker and Rachel Feldstein have other outside business
activities and will only be devoting up to 10% of their time to
our operations, our operations may
be sporadic which may result in periodic interruptions or suspensions of
our business activities.
|
Our
Directors and officers are only engaged in our business activities on a
part-time basis. This could cause the officers a conflict of interest between
the amount of time they devote to our business activities and the amount of time
required to be devoted to their other activities. Jacky Shenker and Rachel
Feldstein, our current Directors and officers, intend to devote only
approximately 5 hours per week to our business activities. Subsequent to the
completion of this offering, we intend to increase our business activities in
terms of development, marketing and sales. This increase in business activities
may require that either our Directors or our Officers engage in our business
activities on a full-time basis or that we hire additional employees; however,
at this time, we do not have sufficient funds to pursue either
option.
15.
|
Our Directors own 100% of the
outstanding shares of our common stock, and may be able to influence
control of the company or decision making by management of the
Company.
|
Our
Directors presently own 100% of our outstanding common stock. If all of the
2,500,000 shares of our common stock being offered hereby are sold, the shares
held by our Directors will constitute approximately 55% of our outstanding
common stock. After sale of all stock, the current Directors will still have a
majority control and will still have a majority of the voting power for all
business decisions.
- 11
-
16.
|
If our intellectual property
protection is inadequate, competitors may gain access to our technology
and undermine our competitive
position.
|
We regard
our current and future intellectual property as important to our success, and we
rely on patent law to protect our proprietary rights. Despite our precautions,
unauthorized third parties may copy certain portions of our product or reverse
engineer or obtain and use information that we regard as proprietary. We have
been granted one patent in the United States and we may seek additional patents
in the future. We do not know if any future patent application will be issued
with the scope of the claims we seek, if at all, or whether any patents we
receive will be challenged or invalidated. Thus, we cannot assure you that our
intellectual property rights can be successfully asserted in the future or that
they will not be invalidated, circumvented or challenged. In addition, the laws
of some foreign countries do not protect proprietary rights to the same extent
as do the laws of the United States. Our means of protecting our proprietary
rights in the United States or abroad may not be adequate and competitors may
independently develop a similar technology. Any failure to protect our
proprietary information and any successful intellectual property challenges or
infringement proceedings against us could have a material adverse affect on our
business, financial condition, or results of operations.
17.
|
We may be subject to intellectual
property litigation, such as patent infringement claims, which could
adversely affect our
business.
|
Our
success will also depend in part on our ability to develop a commercially viable
product without infringing the proprietary rights of others. Although we have
not been notified of any infringement claims, other patents could be filed which
would prohibit or limit our ability to develop and market our catheter and
integrating mechanism in the future. In the event of an intellectual property
dispute, we may be forced to litigate. Intellectual property litigation would
divert management's attention from developing our product and would force us to
incur substantial costs regardless of whether or not we are successful. An
adverse outcome could subject us to significant liabilities to third parties,
and force us to cease operations.
18.
|
You will experience difficulties
in attempting to enforce liabilities based upon U.S. federal securities
laws against our non-U.S. resident Directors and
officers.
|
Our
operations are in Israel. Our Directors and executive officers are foreign
citizens and do not reside in the United States. It may be difficult for courts
in the United States to obtain jurisdiction over our foreign assets or persons
and as a result, it may be difficult or impossible for you to enforce judgments
rendered against us or our Directors or executive officers in United States
courts. In addition, the courts in the country where we are located (Israel) may
not permit lawsuits for the enforcement of judgments arising out of the United
States and state securities or similar laws. Thus, should any situation arise in
the future in which you have a cause of action against these persons or us, you
are at greater risk in investing in our Company rather than a domestic company
because of greater potential difficulties in bringing lawsuits or, if
successful, in collecting judgments against these persons as opposed to domestic
persons or entities.
19.
|
If and when we sell our products,
we may be liable for product liability claims and we presently do not
maintain product liability
insurance.
|
The
catheters with integral anchoring means that we are developing may expose us to
potential liability from personal injury or property damage claims by end-users
of the product. We currently have no product liability insurance to protect us
against the risk that in the future a product liability claim or product recall
could materially and adversely affect our business. Inability to obtain
sufficient insurance coverage at an acceptable cost or otherwise to protect
against potential product liability claims could prevent or inhibit the
commercialization of our product. We cannot assure you that when we commence
distribution of our product that we will be able to obtain or maintain adequate
coverage on acceptable terms, or that such insurance will provide adequate
coverage against all potential claims. Moreover, even if we maintain adequate
insurance, any successful claim could materially and adversely affect our
reputation and prospects, and divert management’s time and attention. If we are
sued for any injury allegedly caused by our future products our liability could
exceed our total assets and our ability to pay the liability.
- 12
-
Risks
Relating to our Common Stock
20.
|
We may in the future issue
additional shares of our common stock which would reduce investors’
ownership interests in the Company and which may dilute our share value.
We do not need stockholder approval to issue additional
shares.
|
Our
certificate of incorporation authorizes the issuance of 200,000,000 shares of
common stock, par value $0.0001 per share. The future issuance of all or part of
our remaining authorized common stock may result in substantial dilution in the
percentage of our common stock held by our then existing stockholders. We may
value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common
stock.
21.
|
Our common stock is subject to
the "penny stock" rules of the SEC and the trading market in our
securities is limited, which makes transactions in our stock cumbersome
and may reduce the value of an investment in our
stock.
|
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must: (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny
stocks.
The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prescribed by the Security and Exchange Commission relating to the penny stock
market, which, in highlight form: (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to the
transaction.
Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
22.
|
We do not intend to pay cash
dividends on our shares of common stock but rather, we intend to finance
the development and expansion of our business, delaying or perhaps
preventing investors from receiving a return on their
shares.
|
Because
we do not intend to pay any cash dividends on our shares of common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them.
We intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock in
the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless they sell them at a price higher
than that which they initially paid for such shares.
- 13
-
23.
|
The
investors may sustain a loss of their investment based on the offering
price of our common
stock.
|
The
price of our common stock in this offering has not been determined by any
independent financial evaluation, market mechanism or by our auditors, and is
therefore, to a large extent, arbitrary. Our audit firm has not reviewed
management's valuation, and therefore expresses no opinion as to the fairness of
the offering price as determined by our management. Because we have no
significant operating history and have not generated any revenues to date, the
price of our common stock is not based on past earnings, nor is the price of our
common stock indicative of the current market value of the assets owned by us.
As a result, the price of the common stock in this offering may not reflect how
the stock is received on the market. There can be no assurance that the
shares offered hereby are worth the price for which they are offered and
investors may therefore lose a portion or all of their
investment.
24.
|
There is no established public
market for our stock and a public market may not be obtained or be liquid
and therefore investors may not be able to sell their
shares.
|
There
is no established public market for our common stock being offered under this
prospectus. While purchases of our common stock are free to trade their shares
in any state, they should be aware that they may be unable to sell their shares
on any public trading market or elsewhere. Should shareholders in the United
States choose to attempt to sell shares in the United States, they should be
aware that this will present challenges and may not be successful, as our
Directors and officers are Israeli citizens and do not reside in the US and our
operations are in Israel and our offer will be primarily directed to residents
in Israel.
Use
of Proceeds
The net
proceeds to us from the sale of up to 2,500,000 shares offered at a public
offering price of $0.03 per share will vary depending upon the total number of
shares sold. Regardless of the number of shares sold, we expect to incur
offering expenses estimated at approximately $21,500, $20,000 for legal,
accounting (incurred), and $1,500 of other costs in connection with this
offering (estimated transfer agent fees). The table below shows the intended net
proceeds from this offering we expect to receive for scenarios where we sell
various amounts of the shares. Since we are making this offering without any
minimum requirement, there is no guarantee that we will be successful at selling
any of the securities being offered in this prospectus. Accordingly, the actual
amount of proceeds we will raise in this offering, if any, may
differ.
Percent
of Net Proceeds Received
40%
|
60%
|
80%
|
100%
|
|||||||||||||
Shares
Sold
|
1,000,000
|
1,500,000
|
2,000,000
|
2,500,000
|
||||||||||||
Gross
Proceeds
|
$
|
30,000
|
$
|
45,000
|
$
|
60,000
|
$
|
75,000
|
||||||||
Less
Offering Expenses
|
$
|
(21,500
|
)
|
$
|
(21,500
|
)
|
$
|
(21,500
|
)
|
$
|
(21,500
|
)
|
||||
Net
Offering Proceeds
|
$
|
8,500
|
$
|
23,500
|
$
|
38,500
|
$
|
53,500
|
The Use
of proceeds set forth below demonstrates how we intend to use the funds under
the various percentages of amounts of the related offering. All amounts listed
below are estimates.
40%
|
60%
|
80%
|
100%
|
|||||||||||||
General
working capital
|
$
|
—
|
10,000
|
15,000
|
$
|
20,000
|
||||||||||
Prototype
development costs
|
$
|
8,500
|
8,500
|
8,500
|
$
|
8,500
|
||||||||||
Sales
and Marketing
|
$
|
—
|
5,000
|
15,000
|
$
|
25,000
|
||||||||||
Total
|
$
|
8,500
|
23,500
|
38,500
|
$
|
53,500
|
Our
offering expenses are comprised of legal and accounting expenses and transfer
agent fees. Our Officers and Directors will not receive any compensation for
their efforts in selling our shares.
We
intend to use the proceeds of this offering in the manner and in order of
priority set forth above. We do not intend to use the proceeds to acquire assets
or finance the acquisition of other businesses. At present, no material changes
are contemplated. Should there be any material changes in the projected use of
proceeds in connection with this offering, we will issue an amended prospectus
reflecting the new uses. None of the proceeds from this offering will be
used to pay the salaries or any other payments to our officers and
directors.
- 14
-
In all
instances, after the effectiveness of this registration statement, the Company
will need some amount of working capital to maintain its general existence and
comply with its public reporting obligations. Our Company estimates that we will
need approximately $30,000 per year to cover additional expenses for public
reporting, legal fees, accounting, auditing, and transfer of agent fees. The
Company recognizes that it will have to seek additional funds to cover these
expenses.
In
addition to changing allocations because of the amount of proceeds received, we
may change the use of proceeds because of required changes in our business plan.
Investors should understand that we have wide discretion over the use of
proceeds. Therefore, management decisions may not be in line with the initial
objectives of investors who will have little ability to influence these
decisions.
Determination
of Offering Price
Our
common stock is presently not traded on any market or securities exchange and we
have not applied for listing or quotation on any public market. Our Company will
be offering the shares of common stock being covered by this prospectus at a
price of $0.03 per share. Such offering price does not have any relationship to
any established criteria of value, such as book value or earnings per share.
Because we have no significant operating history and have not generated any
revenues to date, the price of our common stock is not based on past earnings,
nor is the price of our common stock indicative of the current market value of
the assets owned by us. No valuation or appraisal has been prepared for our
business and potential business expansion.
The
offering price was determined arbitrarily based on a determination by the Board
of Directors of the price at which they believe investors would be willing to
purchase the shares. Additional factors that were included in determining the
offering price are the lack of liquidity resulting from the fact that there is
no present market for our stock and the high level of risk considering our lack
of profitable operating history.
Dilution
Purchasers
of our securities in this offering will experience immediate and substantial
dilution in the net tangible book value of their common stock from the initial
public offering price. Historical net tangible book value per share
of common stock is equal to our total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding as of September
30 , 2010, as adjusted to give effect to the receipt of net proceeds from the
sale of 2,500,000 shares of common stock for $0.03, which represents net
proceeds after deducting estimated offering expenses of
$21,500. Dilution in net tangible book value per share
represents the difference between the amount per share paid by purchasers of
shares of our common stock in this offering and the net tangible book value per
share of our common stock immediately following this
offering.
The
following table sets forth the relation dilution under each scenario of
financing :
Shares
Sold
|
1,000,000.0000 | 1,500,000.0000 | 2,000,000.0000 | 2,500,000.0000 | ||||||||||||
Gross
Proceeds less oferring Expenses
|
8,500.0000 | 23,500.0000 | 38,500.0000 | 53,500.0000 | ||||||||||||
Historical
Net Tangible Book Value
|
-14,500.0000 | 500.0000 | 15,500.0000 | 30,500.0000 | ||||||||||||
Historical
Net Tangible Book Value Per Share
|
-0.0036 | 0.0001 | 0.0031 | 0.0055 | ||||||||||||
Increase
per share to exisiting Shareholders
|
-0.0037 | 0.0000 | 0.0030 | 0.0054 | ||||||||||||
Dilution
Per Share to New Shareholders
|
0.0336 | 0.0299 | 0.0269 | 0.0245 | ||||||||||||
Dilution
Percentage to New investors in the Offering
|
1.1208 | 0.9963 | 0.8967 | 0.8152 |
The
following table sets forth as of September 30 , 2010, the number of shares of
common stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase
100% of the offering, before deducting offering expenses payable by us, assuming
a purchase price in this offering of $0.03 per share of common
stock.
Shares
|
||||||||||||
Number
|
Percent
|
Amount
|
||||||||||
Existing
Stockholders
|
3,000,000
|
55
|
%
|
$
|
300
|
|||||||
New
Investors
|
2,500,000
|
45
|
%
|
$
|
75,000
|
|||||||
Total
|
5,500,000
|
100
|
%
|
$
|
75,300
|
- 15
-
Our
Business
General
Development
We were
incorporated in Delaware on July 6, 2010 and we are a development stage company.
We own the patented rights to a technology that includes the design for a
catheter with an integral anchoring means which is secured to the outside of a
human or other animal body by suturing, tying or taping to a tubular,
depression-shaped anchor member that is integrally formed during manufacture
with the forming of the catheter, resulting in a one-piece multipurpose
combination construction unit. We have not generated any revenues to date and
our operations have been limited to organizational, start-up, and capital
formation activities. We currently have no employees other than our Officers,
who are also our Directors and work only part time.
We have
never declared bankruptcy, have never been in receivership, and have never been
involved in any legal action or proceedings. We have not made any significant
purchase or sale of assets, nor has the Company been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as that term
is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933,
because we have a specific business plan and purpose. Neither Advanced Ventures
Corp., nor its Officers, Directors, promoters or affiliates, has had preliminary
contact or discussions with, nor do we have any present plans, proposals,
arrangements or understandings with any representatives of the owners of any
business or company regarding the possibility of an acquisition or
merger.
A
Patent Transfer and Sales Agreement was signed between Ilanit Appelfeld (the
seller), in relation to a patented technology on July 27, 2010, granting
Advanced Ventures Corp. exclusive rights, title and interest in and to the
Patent Application (Patent Number: 6,743,209) and all Intellectual Property
rights, free and clear of any lien, charge, claim, preemptive rights, etc. for a
catheter with an integral anchoring means which is secured to the outside of a
human or other animal body by suturing, tying or taping to a tubular,
depression-shaped anchor member that is integrally formed during manufacture
with the forming of the catheter.
The
invention, based on a patented technology, is a catheter with an integral
anchoring mechanism. The device operates by an anchoring means, which is secured
to the outside of a human or animal body by suturing, tying or taping to a
tubular, depression-shaped anchor member that is integrally formed during
manufacture with the forming of the catheter, however only once a working
prototype of the apparatus is developed, will its operating functionality
be determined.
While
there are other, somewhat similar patented devices (U.S. Pat. No. 3,730,187,
U.S. Pat. No. 3,821,957, U.S. Pat. No. 4,230,110, U.S. Pat. No. 4,650,473 and
U.S. Pat. No. 4,906,233 to Moriuchi) that use suture type retention devices in
order to anchor a catheter tube to a patient's body, these suture retention
devices are individually constructed components rather than a single unit. This
different means additional manufacturing costs beyond the cost of the catheter
tube itself and adds an additional fail-point by requiring assembly. Advanced
Ventures’ technology takes a different approach to eliminate this fail-point. It
focuses on the concept that it would be far more advantageous to approach the
problem by providing a simple, safe, convenient and economical method of
attaching urethral catheters to the outside of a human or animal body by
suturing, tying or taping to a tubular depression-shaped anchor member that is
simultaneously and integrally constructed and formed with the catheter tube
itself during the manufacturing process. We believe this will result in a
single, one-piece tapered construction unit that combines all the required
functionalities.
The
design and development of a commercial product will be carried out by specialist
subcontractors offering expertise in several relevant disciplines, including
plastics and metal, device design, operation and control, automation and
mechanics, as required.
There are
some manufacturers of a catheter with integral anchoring means. To be effective
a catheter with integral anchoring means must be easy to use, must be cost
effective. Moreover, a catheter with integral anchoring means should provide a
simple, safe, convenient and economical method of attaching urethral catheters
to or at the outside of a human or other animal body by suturing, tying or
taping and reducing the potential for bacterial growth and infection.. With the
foregoing in mind, our Company believes it would be advantageous to provide a
catheter with an integral anchoring mechanism that overcomes added costs and
maintenance issues associated with previous catheters with integral anchoring
means.
- 16
-
U.S. Pat.
No. 6,053,902, invented by Bestetti involves an invention that is a catheter
tube with an adjacent suturing rib "welded" to a funnel shaped head on the inlet
end and is designed strictly for implantation in a blood vessel of a patient's
body and not for urethral insertion. The main differences between Bestetti and
our technology are that our invention is designed for urethral insertion which
will be a solitary tapered one-piece construction unit from inlet to outlet with
no breaks or divisions, thus not requiring any additional welding or other steps
of manufacture as Bestetti's does as described in the Detailed Description in
the Specification section of that patent. Bestetti does not include a "tapered"
catheter tube. Our technology suggests that the tapering is recommended for our
invention because it should reduce pain in a urethral insertion procedure as the
patient is generally not anesthetized and not undergoing surgery. Bestetti's
catheter does not have a tapered outlet portion because the tapering is not
required due to the fact that the patient is first anesthetized and the catheter
is then surgically implanted in a blood vessel. While
these patents have been issued, to date, the company is not aware of any
competitive solutions and/or solutions related to these or other patents that
have been successfully launched on the market to date.
In
effect, while there may be other devices that are designed to anchor catheters
with an integral means currently available on the market, none focus on a device
that requires no assembly, concern for the possibility of misplaced or missing
parts not packaged during assembly, the need for replacement of dropped
part, etc. Suturing, tying, or taping can immediately begin after finalizing
catheter placement. the device can begin immediately. This tubular
depression-shaped anchor member is in very limited contact with the patient’s
body thus reducing the potential for bacterial growth and
infection.
As
explained in our Plan of Operations section, the Company needs approximately 3-6
months to develop the working prototype, after sufficient funds are raised to
cover this expense. Once the prototype is successfully tested and operational,
the Company estimates that it needs another 3-6 months to successfully
bring the product to the market, as some of the stages can be done
concurrently.
Our
principal office is located c/o Jacky Shenker, 41 Chomne Hamaagal Street, Elad
40800, Israel. Our telephone number is 972542066024
Business
Summary and Background
Advanced
Ventures has acquired a catheter with an integral anchoring means which is
secured to the outside of a human or other animal body by suturing, tying or
taping to a tubular, depression-shaped anchor member that is integrally formed
during manufacture with the forming of the catheter. The device operates by an
anchoring means, which is secured to the outside of a human or other animal body
by suturing, tying or taping to a tubular, depression-shaped anchor member that
is integrally formed during manufacture with the forming of the catheter. To be
effective a catheter with integral anchoring means must be easy to use and must
be cost effective. Moreover, the Company believes that its catheter with
integral anchoring means should greatly reduce bacterial growth. With the
foregoing in mind, it would be greatly advantageous to provide catheter with an
integral anchoring means that overcomes these costs and housekeeping problems
associated with previous anchoring means, by operating with a standard
catheter.
Based on
the patent, the Company believes that this apparatus will significantly reduce
bacterial growth and infection. However, until the Company can successfully
develop a prototype and test it, the Company cannot currently estimate the full
extent of the benefits to be gained from this apparatus.
Advanced
Ventures’ device is based on attaching urethral catheters to or at the outside
of a human or other animal body by suturing, tying or taping to a tubular
depression-shaped anchor member that is simultaneously and integrally
constructively formed with the catheter tube proper during manufacture resulting
in a single one-piece solitary tapered combination construction unit with no
breaks or divisions. The Company believes it would be more advantageous that
this tubular depression-shaped anchor member of the catheter be integrally
formed during manufacture with the forming of the overall catheter resulting in
a one-piece urethral catheter construction unit. The former construction
requires the manufacture and assembly of multiple components in order to produce
an equal unit. The Company believes its "built-in" tubular depression-shaped
anchor member of this catheter requires less production material than that of
other patents thereby significantly reducing manufacturing costs. Also there are
no individual or additional anchoring components to inspect, test, sterilize,
package or distribute. The Company intends to develop a fully operational valid
working prototype, which can then be used to develop and manufacture the actual
product. However, until the Company can successfully develop a prototype and
test it, the Company cannot currently estimate the full extent of the benefits
to be gained from this apparatus. As soon as the company starts to raise equity
(following the S-1 becoming effective), it will begin to use raised proceeds to
develop the working prototype.
- 17
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THIRD-PARTY
MANUFACTURERS
We will
rely on third parties to develop a prototype and to work with us to manufacture
the product. If our manufacturing and distribution agreements are not
satisfactory, we may not be able to develop or commercialize our device as
planned. In addition, we may not be able to contract with third parties to
manufacture our device in an economical manner. Furthermore, third-party
manufacturers may not adequately perform their obligations, which may impair our
competitive position. If a manufacturer fails to perform, we could experience
significant time delays or we may be unable to commercialize or continue to
market our adapters. Finally, even if we succeed in approaching third-party
manufacturers, it is currently unknown whether the additional cost of
manufacturing via a third party will increase the overall cost of the device
such that integration may not be cost-effective.
INTELLECTUAL
PROPERTY
On July
27, 2010, we signed a Patent Transfer and Sales Agreement with Ilanit Appelfeld,
in relation to a patented technology (Patent number: 6,743,209), licensing all
rights, title and interest in, receptacle catheter with integral anchoring
means. As cited in Item 101 (h)(4)(vii) of Regulation S-K, the Patent was issued
on June 1, 2004 and will expire on June 6, 2022. No other trademarks, licenses,
franchises, concessions, royalty agreements or labor contracts are in effect
regarding this prospectus.
COMPETITION
There are
several manufacturers of similar catheters with integral anchoring means. . In
order to accommodate the attachment of a suture to a urethral catheter tube or
member thereof, many catheter designs use different types of suture retention
means that are located on various mating components such as catheter wing
members, catheter flange members, catheter collars, catheter hubs, slip on
suture pads and grooved tube members.
For
example U.S. Pat. No. 3,730,187 to Reynolds reflects a urethral catheter using a
tube mounted securing collar that can be sutured to a patient's body. U.S. Pat.
No. 3,821,957 to Riley describes a utility catheter with a tube mounted
retention slide whose lugs permit suturing to a patient's body. The utility
catheter of U.S. Pat. No. 4,230,110 to Beroff comprises a hub section that is
suture pierceable allowing suture attachment to a patient's body. The adapter
body shown in U.S. Pat. No. 4,650,473 to Bartholomew is a device that fits on
the proximal end of a blood vessel catheter and has suture holes at its wing
tips and in addition a saddle for looping a suture across and then to a
patient's body. The "Tom Cat" urethral catheter made by Kendall Sovereign is
supplied with a frictional fit slip-on winged suturing adapter with suture holes
that permit suturing to a patient's body. The "Jackson" urethral cat catheter
made by Jorgensen Laboratories, Inc. is supplied with a button with holes that
serves as an attachment for suture retention to a patient's body. U.S. Pat. No.
4,906,233 to Moriuchi uses a sliding catheter tube sleeve with an annular groove
for retaining sutures that will be attached to a patient's body for intravenous
use. Similar patents include: U.S. Pat. No. 5,423,763 to Helland and U.S.
Pat. No. 5,584,874 to Rugland. These patents involve suture sleeves that slide
over electrical lead catheters.
All of
the aforementioned patents use suture type retention devices in order to anchor
a catheter tube to a patient's body. However, these suture retention devices are
individually constructed components thereby associated with additional
manufacturing costs beyond the cost of the catheter tube proper. While each of the
foregoing examples provide an anchoring mechanism, none provide a simple, safe,
convenient and economical method of attaching urethral catheters to or at the
outside of a human or other animal body by suturing, tying or taping to a
tubular depression-shaped anchor member that is simultaneously and integrally
constructively formed with the catheter tube proper during manufacture resulting
in a single one-piece solitary tapered combination construction unit with no
breaks or divisions.
- 18
-
The
Company believes its technology will provide a catheter device that will be
constructed of plastic, rubber, glass, metal or other suitable materials. It is
intended that this tubular depression-shaped anchor member of the catheter be
integrally formed during manufacture with the forming of the overall catheter
resulting in a one-piece urethral catheter construction unit. Similar patents
require the manufacture and assembly of multiple components in order to produce
an equal unit. The Company believes this "built-in" tubular depression-shaped
anchor design of this catheter requires less production material than that
of other inventions thereby reducing manufacturing costs. Lower cost is also
anticipated because a single unified unit means there are no individual or
additional anchoring components to inspect, test, sterilize, package or
distribute.
Due to
the simplistic design of the present invention, medical personnel will not find
it necessary to assemble various parts, hunt for misplaced parts or replace
dropped parts. Suturing, tying or taping can immediately begin after finalizing
catheter placement. This tubular depression-shaped anchor member is in very
limited contact with the patient's body thus reducing the potential for
bacterial growth and infection. The attachment site on or at the body remains
visible and accessible at all times and can easily be observed or cleansed. The
absence of suture pads, suture buttons and the like allow air circulation to
flow around the tubular depression-shaped anchor member. Due to its high
visibility medical personnel should be able to easily sever sutures, ties or
tape for urethral catheter repositioning or removal. However, until the Company
can successfully develop a prototype and test it, the Company cannot currently
estimate the full extent of the benefits to be gained from this
apparatus.
The
present invention (covered by patent number 6,743,209) is a catheter with
integral anchoring means. The device provides a simple, safe, convenient and
economical method of attaching urethral catheters to or at the outside of a
human or other animal body by suturing, tying or taping to a tubular
depression-shaped anchor member that is simultaneously and integrally
constructively formed with the catheter tube proper during manufacture resulting
in a single one-piece solitary tapered combination construction unit with no
breaks or divisions.
In
effect, while there may be other devices that are designed with an integral
anchoring means none currently available on the market, provide a simple, safe,
convenient and economical method of attaching urethral catheters to or at the
outside of a human or other animal body by suturing, tying or taping to a
tubular depression-shaped anchor member that is simultaneously and integrally
constructively formed with the catheter tube proper during manufacture resulting
in a single one-piece solitary tapered combination construction unit with no
breaks or divisions.
Patent,
Trademark, License & Franchise Restrictions
Contractual
Obligations & Concessions
As
described above, we have entered into an exclusive Patent Transfer and Sales
Agreement for the technology on which our catheters with integral anchoring
means will be based. We have entered into a Patent Transfer and Sales Agreement
whereby we acquired full rights to all title, interests etc. related to the
patented technology. Finally, we have received a patent (Patent Number:
6,743,209) recognizing our patent rights. As cited in Item 101 (h)(4)(vii) of
Regulation S-K, the Patent was issued on June 1, 2004 and will expire on June 6,
2022. No other trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts are in effect regarding this
prospectus.
In
addition, we are developing a website related to our product, which we intend to
use to promote, advertise, and potentially market our invention, once the
prototype and development stages are complete. We intend to full protect our
invention and development stages with copyright and trade secrecy
laws.
- 19
-
Employees
Other
than our current Directors and officers, Jacky Shenker and Rachel Feldstein, we
have no other full time or part-time employees. Our only employees, our
Directors and officers, Jacky Shenker and Rachel Feldstein are expected to work
approximately five hours per week. If and when we develop a prototype for our
catheter with integral anchoring means, and are able to begin manufacturing and
marketing a product, we may need additional employees for such operations. We do
not foresee any significant changes in the number of employees or consultants we
will have over the next twelve months.
Transfer
Agent
We have
engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and
Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone
number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer
agent is responsible for all record-keeping and administrative functions in
connection with our issued and outstanding common stock.
Research
and Development
We have
incurred costs minimal research and development expenses to date and have
plans to undertake additional research and development activities during our
first year of operation.
If we are
able to raise funds in this offering, we will retain one or more third parties
to conduct research and development concerning our catheter with integral
anchoring means and to develop a prototype model. We have not yet entered into
any agreements, negotiations, or discussions with any third parties with respect
to such research and development activities. We do not intend to do so until we
commence this offering. For a detailed description, see "Plan of
Operation."
Description
of Property
Our
Principal executive offices are located at c/o Jacky Shenker, 41 Chone Hamaagal
Street, Elad 40800, Israel. This location is the home of the President and
Director and we have been allowed to operate out of such location at no cost to
the Company. We believe that this space is adequate for our current and
immediately foreseeable operating needs. We do not have any policies regarding
investments in real estate, securities, or other forms of property.
- 20
-
Management's
Discussion
Analysis
or Plan of Operation
You
should read the following plan of operation together with our audited financial
statements and related notes appearing elsewhere in this prospectus. This plan
of operation contains forward-looking statements that involve risks,
uncertainties, and assumptions. The actual results may differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including, but not limited to, those presented under "Risk Factors" on
elsewhere in this prospectus.
Plan
of Operation
We are a
development stage company that has acquired the technology and received a patent
for catheter with integral anchoring means.
Although
we have not yet engaged a manufacturer to develop a fully operational prototype
of the catheter with integral anchoring means, based on our preliminary
discussions with certain manufacturing vendors, we believe that it will take
approximately thirteen months to construct a basic valid prototype of our
product. The design and development of a commercial product will be carried out
by specialist subcontractors offering expertise in several relevant disciplines,
including the determination of which materials would be ideal for this
construction. Currently, it is assumed that an expert in plastics and
metal, device design, operation and control, sterilization, automation and
mechanics manufacturing, computer and microcomputers, and others would be
consulted.
Design
and product development is divided into three individual stages:
a)
Technical Concept/Definition (three months)
b)
Engineering Specification (four months)
c)
Engineering & Preparation for Production (six months)
If and
when we have a viable prototype, depending on the availability of funds, we
estimate that we would need approximately an additional four to six months to
bring this product to market. Our objective is to manufacture the product
ourselves through third party sub-contractors and market the product as an
off-the-shelf device, and/or to license the manufacturing rights to product and
related technology to third party manufacturers who would then assume
responsibility for marketing and sales.
Depending
on the relative success of this offering, the following table details how we
intend to use the funds to execute our plan of operation. All amounts listed
below are estimates.
40%
|
60%
|
80%
|
100%
|
|||||||||||||
General
working capital
|
$
|
—
|
10,000
|
15,000
|
$
|
20,000
|
||||||||||
Prototype
development costs
|
$
|
8,500
|
8,500
|
8,500
|
8,500
|
|||||||||||
Sales
and Marketing
|
$
|
—
|
5,000
|
15,000
|
$
|
25,000
|
||||||||||
Total
|
$
|
8,500
|
23,500
|
38,500
|
$
|
53,500
|
We intend
to use the proceeds of this offering in the manner and in order of priority set
forth above.
If
less than $40,000 is raised from this offering, we will attempt to raise
additional capital through the private sale of our equity securities or
borrowings from third party lenders. We have no commitments or arrangements from
any person to provide us with any additional capital. If additional financing is
not available when needed, we may need to dramatically change our business plan,
sell the Company or cease operations. We do not presently have any plans,
arrangements, or agreements to sell or merge our Company. Once the S-1
becomes effective, the company may have to raise additional funds in order to
meet its obligation and requirements under federal securities
laws.
- 21
-
Our
auditors have issued an opinion on our financial statements which includes a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product. We must raise capital to implement our project and stay in
business. Even if we raise the maximum amount of money in this offering, we do
not know how long the money will last, however, we do believe it will last at
least twelve months.
General
Working Capital
We may be
wrong in our estimates of funds required in order to proceed with developing a
prototype and executing our general business plan described herein. Should we
need additional funds, we would attempt to raise these funds through additional
private placements or by the issuance of convertible debt by the company as it
starts to plan for seeking further financing through the placing of equity
and/or debt securities in Q1, 2011. The company currently has no arrangements
with any entities with regard to this debt. We do not have any arrangements with
potential investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in order to
proceed with the business plan or that our ability to respond to competition or
changes in the market place or to exploit opportunities will not be limited by
lack of available capital financing. If we are unsuccessful in securing the
additional capital needed to continue operations within the time required, we
may not be in a position to continue operations.
We can
offer no assurance that we will raise any funds in this offering. As disclosed
above, we have no revenues and, as such, if we do not raise at least $30,000
from our offering we will not have sufficient funds to develop a prototype. If
we are unable to raise funds, we may attempt to sell the Company or file for
bankruptcy. We do not have any current intentions, negotiations, or arrangements
to merge or sell the Company.
We are
not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity. We may need additional funds. In
this case, we would attempt to raise these funds through additional private
placements or by the issuance of convertible debt by the company as it starts to
plan for seeking further financing through the placing of equity and/or debt
securities. The company currently has no arrangements with any entities with
regard to this debt. We do not have any arrangements with potential investors or
lenders to provide such funds and there is no assurance that such additional
financing will be available when required in order to proceed with the business
plan or that our ability to respond to competition or changes in the market
place or to exploit opportunities will not be limited by lack of available
capital financing. If we are unsuccessful in securing additional capital needed
to continue operations within the time required, we may not be in a position to
continue operations.
Quantitative
and Qualitative Disclosures about Market Risk.
Management
does not believe that we face any material market risk exposure with respect to
derivative or other financial instruments or otherwise.
Analysis
of Financial Condition and Results of Operations
The Company has had limited operations
since its inception and limited funds. The Company plans to raise equity from
this offering and through additional private placements or by the issuance of
convertible debt. There are currently no arrangements in place of any form of
financing, however the Company is not aware of any uncertainties and or other
events that will preclude the Company from raising equity in the normal manner
of its business conducts. The Company has no commitments for capital
expenditures and is not aware of any material trends that will have a favorable
and / or unfavorable outcome on the Company seeking in the future equity
financing. The Company has limited operations and is not aware of any trends or
uncertainties that will have an impact on the Company’s
future operations. The Company has no off balance sheet arrangements.
The Company has no contractual obligations, long term debt, capital leases,
operating leases, purchase obligations at this time other than its current
liabilities in the amount of $40,000 reflected in the Financial Statements as at
July 31, 2010. In addition to the Use of Proceeds the Company will need
to seek additional funding in order to satisfy its current liabilities and or
receive additional advances and or loans from its directors in order to satisfy
these liabilities and any future liabilities derived in the course of business
which will be in addition to those expenses in the USE OF
PROCEEDS.
As of
today the expenses from incorporation to date have been the acquiring of the
patent, legal costs of incorporation, misc consulting and professional fees and
accrued fees for the related offering.
- 22
-
Other
Except
for historical information contained herein, the matters set forth above are
forward-looking statements that involve certain risks and uncertainties that
could cause actual results to differ from those in the forward-looking
statements.
Recently
Issued Accounting Pronouncements
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified
in FASB ASC 820-10-65, which provides additional guidance for estimating fair
value in accordance with ASC 820-10 when the volume and level of activity for an
asset or liability have significantly decreased. ASC 820-10-65 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The adoption of ASC 820-10-65 did not have an impact on the Company's
results of operations or financial condition.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company's financial condition, results of operations or cash
flows.
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, we have updated references to GAAP in our financial
statements. The adoption of FASB ASC 105 did not impact the Company's financial
position or results of operations.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
CRITICAL
ACCOUNTING POLICIES
Financial
Reporting Release No. 60, published by the SEC, recommends that all companies
include a discussion of critical accounting policies used in the preparation of
their financial statements. While all these significant accounting policies
impact our financial condition and results of operations, we view certain of
these policies as critical. Policies determined to be critical are those
policies that have the most significant impact on our financial statements and
require management to use a greater degree of judgment and estimates. Actual
results may differ from those estimates.
The
accounting policies identified as critical are as follows:
Development
Stage Company
We are
considered a development stage company as defined by ASC 915 “Development Stage
Entities,” as we have no principal operations or revenue from any source.
Operations from the inception of the development stage have been devoted
primarily to strategic planning, raising capital and research and development
activities
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those
estimates.
- 23
-
Inflation
The
amounts presented in the financial statements do not provide for the effect of
inflation on the Company’s operations or its financial position. Amounts shown
for machinery, equipment, and leasehold improvements and for costs and expenses
reflect historical cost and do not necessarily represent replacement cost. The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation
adjustments.
Market
for Common Equity
Related
Stockholder Matters
Market
Information
There has
been no market for our securities. Our common stock is not traded on any
exchange or on the over-the-counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with the Financial Industry Regulatory Authority,
FINRA for our common stock to eligible for trading on the OTC Bulletin
Board. We do not yet have a market maker who has agreed to file such
application. There is no assurance that a trading market will develop, or, if
developed, that it will be sustained. Consequently, a purchaser of our common
stock may find it difficult to resell the securities offered herein should the
purchaser desire to do so when eligible for public resale.
Security
Holders
As
of September 30, 2010, there were 3,000,000 shares of common stock issued
and outstanding, which were held by two stockholders of
record.
Dividend
Policy
We have
not declared or paid dividends on our common stock since our formation, and we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant by
the Board of Directors. There are no contractual restrictions on our ability to
declare or pay dividends.
Securities
Authorized Under Equity Compensation Plans
We have
no equity compensation plans.
- 24
-
Directors,
Executive Officers, Promoters
Control
Persons
Directors
and Executive Officers
The
following table sets forth certain information regarding the members of our
Board of Directors and our executive officers as of July 6,
2010.
Name
|
Age
|
Positions
and Offices Held
|
Jacky
Shenkar
|
25
|
President
and Director
|
Rachel
Feldstein
|
23
|
Secretary
and Director and Principal Financial and Accounting
Officer
|
Our
Directors hold office until the next annual meeting of our stockholders or until
their successors is duly elected and qualified. Set forth below is a summary
description of the principal occupation and business experience of each of our
Directors and executive officers for at least the last five years.
Jacky
Shenker has been our President and Director since the Company’s inception in
July 6, 2010.
Mr. Shenker earned his degree in
Biblical science at the Academic School Ateret in Jerusalem Israel, from August
2005 until July 2008. From August 2008 until present Mr. Shenker serves as a
vice president of a small investment boutique House in Israel called OTC
Equities Ltd., involved in assisting Companies listed on the OTC in raising
equity and in general business development needs. Mr. Shenker is also currently
continuing his academic studies in obtaining his MBA in Banking and Finance in
the Academic School Machon Lev in Jerusalem Israel. Mr. Shenker’s educational
background work experience and skills will enable him to assist the Company thru
its development stage and then thru its further manufacturing and marketing
objectives. Mr Shenkers administrative skills business
experience and responsibilities and academic background will enable him to
assist the Company reach its goals and business objectives
accordingly.
Rachel
Feldstein has served as our Secretary and Director and Principal Financial and
Accounting Officer since July 6, 2010.
Rachel
Feldstein obtained her accounting and finance degree in The Academic School of
Uno, in Kiryat Uno, Israel where she studied from September 2006 thru August
2008. Mrs Feldstein from August 2008 thru the present works as an accounting
controller at "Kemach" in Jerusalem Israel, a human resource organization
involved in the human resource placement of individuals throughout the country.
Mrs. Feldstein’s academic studies and her administrative skills enables her to
conduct her duties for the Company and to oversee all the related administrative
aspects accordingly.
There are
no familial relationships among any of our Directors or officers. None of our
Directors or officers is or has been a Director or has held any form of
directorship in any other U.S. reporting companies except as mentioned above.
None of our Directors or officers has been affiliated with any company that has
filed for bankruptcy within the last five years. The Company is not aware of any
proceedings to which any of the Company’s Officers or Directors, or any
associate of any such officer or Director, is a party that are adverse to the
Company. We are also not aware of any material interest of any of our officers
or directors that is adverse to our own interests.
Each
Director of the Company serves for a term of one year or until the successor is
elected at the Company's annual stockholders' meeting and is qualified, subject
to removal by the Company's stockholders. Each Officer serves, at the pleasure
of the Board of Directors, for a term of one year and until the successor is
elected at the annual meeting of the Board of Directors and is
qualified.
Audit
Committee and Financial Expert
We do not
have an audit committee or an audit committee financial expert. Our corporate
financial affairs are simple at this stage of development and each financial
transaction can be viewed by any officer or Director at will.
Code
of Ethics
We do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers; however, the Company plans to implement such a code in
the first quarter of 2011.
Potential
Conflicts of Interest
Since we
do not have an audit or compensation committee comprised of independent
Directors, the functions that would have been performed by such committees are
performed by our Board of Directors. Thus, there is a potential conflict of
interest in that our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with
any of our Executives or Directors.
- 25
-
Involvement
in Certain Legal Proceedings
We are
not aware of any material legal proceedings that have occurred within the past
five years concerning any Director, Director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one's participation in the
securities or banking industries, or a finding of securities or commodities law
violations.
Executive
Compensation
We have
not paid, nor do we owe, any compensation to our executive officer. We have not
paid any compensation to our Officers since our inception.
We have
no employment agreements with any of our executive officers or
employees.
- 26
-
SUMMARY
COMPENSATION TABLE
Annual Compensation
|
Long Term Compensation
|
|||||||||||||||||||||||||||||||||
Name and Principal
Position
|
Year
(1)
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
NonEquity
Incentive
Plan
Compensation
|
Nonqualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
|
Total
|
|||||||||||||||||||||||||
Jacky
Shenker
|
||||||||||||||||||||||||||||||||||
President
and Director
|
2010
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||||||||
Rachel
Feldstein
|
||||||||||||||||||||||||||||||||||
Secretary
and Director and Principal Financial and Accounting
Officer
|
2010
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 |
(1)
|
We
were incorporated on July 6, 2010.
|
Option/SAR
Grants
We do not
currently have a stock option plan. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to any executive officer or any Director since
our inception; accordingly, no stock options have been granted or exercised by
any of the officers or Directors since we were founded.
Long-Term
Incentive Plans and Awards
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance. No individual grants or agreements regarding
future payouts under non-stock price-based plans have been made to any Executive
Officer or any Director or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements
have been granted or entered into or exercised by our officer or Director or
employees or consultants since we were founded.
Compensation
of Directors
There are
no arrangements pursuant to which our Director is or will be compensated in the
future for any services provided as a Director.
Employment
Contracts, Termination of Employment
Change-in-control
Arrangements
There are
currently no employment agreements or other contracts or arrangements with our
Officers or Directors. There are no compensation plans or arrangements,
including payments to be made by us, with respect to our Officers, Directors or
Consultants that would result from the resignation, retirement or any other
termination of any of our Directors, officers or consultants. There are no
arrangements for our Directors, Officers, Employees or Consultants that would
result from a change-in-control.
Certain
Relationships and Related Transactions
Other
than the transactions discussed below, we have not entered into any transaction
nor are there any proposed transactions in which our Director, executive
officer, stockholders or any member of the immediate family of the foregoing had
or is to have a direct or indirect material interest.
On
July 6, 2010, we subscribed 1,500,000 shares of our common stock to Mr. Jacky
Shenker, our President and Director, for a payment of $150. As of January 6
2011, 2010 this amount has been paid in cash. We believe this issuance was
deemed to be exempt under Regulation S of the Securities Act. No advertising or
general solicitation was employed in offering the securities. The offering and
sale were made only to a non-U.S. citizen, and transfer was restricted by us in
accordance with the requirements of the Securities Act of
1933.
- 27
-
On
July 6, 2010, we subscribed 1,500,000 shares of our common stock to Ms. Rachel
Feldstein, our Secretary and Director and Principal Financial and
Accounting Officer, for a payment of $150. As of January 6 2011, 2010 this
amount has been paid in cash. We believe this issuance was deemed to be exempt
under Regulation S of the Securities Act. No advertising or general solicitation
was employed in offering the securities. The offering and sale were made only to
a non-U.S. citizen, and transfer was restricted by us in accordance with the
requirements of the Securities Act of 1933.
As of
September 30, 2010, loans from our two Directors and officers (Mr. Jacky Shenker
and Ms. Rachel Feldstein) made in cash amounted to $19,000, ($9,500 each ) and
represented working capital advances including $17,500 for the patent
acquisition from directors who are also stockholders of the Company. The
loans are unsecured, non-interest bearing, and due on demand. No formal written
agreement regarding this loan was signed, however it is documented in the
accounting records of the Company.
Director
Independence
According
to Item 407 (a)(1)(ii), we are not subject to listing requirements of any
national securities exchange or national securities association and, as a
result, we are not at this time required to have our board comprised of a
majority of “independent Directors.”
Security
Ownership of Certain Beneficial Owners and Management
(i) The
following table sets forth certain information concerning the ownership of the
Common Stock by (a) each person who, to the best of our knowledge, beneficially
owned on that date more than 5% of our outstanding common stock, (b) each of our
Directors and executive officers and (c) all current Directors and executive
officers as a group. The following table is based upon an aggregate of 3,000,000
shares of our common stock outstanding as of October 12,
2010.
Name and Address of
Beneficial Owner
|
Number of Shares
of Common
Stock Beneficially
Owned or Right to
Direct Vote (1)
|
Percent of Common
Stock Beneficially
Owned or Right
to Direct Vote (1)
|
||||||
Jacky
Shenker
41
Chone Hamaagal Street, Elad, 40800 Israel
|
1,500,000 | 50 | % | |||||
Rachel
Feldstein
Pinhas
Kahati 14 Jerusalem, Israel
|
1,500,000 | 50 | % | |||||
All
stockholders, and / or Directors and
/
or executive officers as a
group
(Two
persons)
|
3,000,000 | 100 | % |
(1)
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares of common stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned
by, and outstanding with respect to, the holder of such option or warrant.
Except as indicated by footnote, and subject to community property laws where
applicable, to our knowledge, each person listed is believed to have sole voting
and investment power with respect to all shares of common stock owned by such
person.
Legal
Proceedings
There are
no pending legal proceedings to which the Company or any Director, officer or
affiliate of the Company, any owner of record or beneficial holder of more than
5% of any class of voting securities of the Company, or security holder is a
party that is adverse to the Company. The Company’s property is not the subject
of any pending legal proceedings.
- 28
-
Description
of Securities
The
following description of our capital stock is a summary and is qualified in its
entirety by the provisions of our Articles of Incorporation, with amendments,
all of which have been filed as exhibits to our registration statement of which
this prospectus is a part.
Our
Common Stock
We are
authorized to issue 200,000,000 shares of our Common Stock, $0.0001 par value,
of which, as of October 12, 2010, 3,000,000 shares are issued and outstanding.
Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore. In the event
of our liquidation, dissolution, or winding up, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of all
liabilities. All of the outstanding shares of common stock are fully paid and
non-assessable. Holders of common stock have no preemptive rights to purchase
our common stock. There are no conversion or redemption rights or sinking fund
provisions with respect to the common stock.
“The date
for which our outstanding securities bearing a restrictive legend maybe sold
under Rule 144 is six months from the date of the issuance of the
securities, unless the Company is a “shell” under Rule 144(i)(1)(i), which
requires that a Company not to fall under Rule 144(i)(1)(i), that being
that it
is not a “shell” during the past twelve months, due to the fact that it has more
than:
1. no
or nominal operations;
2.
Assets consisting solely of cash and cash equivalents; or
3. Assets
consisting of any amount of cash and cash equivalents and nominal other assets,
and has filed its “Form 10 Information” as set forth in Rule
144(i)(2) and (3).”
Our
Preferred Stock
We
are not authorized to issue shares of preferred stock.
Plan
of Distribution
We are
offering for sale a maximum of 2,500,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $0.03 per share.
There is no minimum amount of shares that we must sell in our direct offering,
and therefore no minimum amount of proceeds will be raised. No arrangements have
been made to place funds into escrow or any similar account. Upon receipt,
offering proceeds will be deposited into our operating account and used to
conduct our business and operations. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $0.03 per share. If
all 2,500,000 shares are not sold within 180 days from the date hereof, (which
may be extended an additional 90 days in our sole discretion), the offering for
the balance of the shares will terminate and no further shares will be
sold.
Our
offering price of $0.03 per share was arbitrarily decided upon by our management
and is not based upon earnings or operating history, does not reflect our actual
value, and bears no relation to our earnings, assets, book value, net worth, or
any other recognized criteria of value. No independent investment banking firm
has been retained to assist in determining the offering price for the shares.
Such offering price was not based on the price of the issuance to our founders.
Accordingly, the offering price should not be regarded as an indication of any
future price of our stock.
We
anticipate applying for trading of our common stock on the over-the-counter
(OTC) Bulletin Board upon the effectiveness of the registration statement of
which this prospectus forms a part. To have our securities quoted on the OTC
Bulletin Board we must: (1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking regulators or
insurance regulators; and (2) has at least one market maker who completes and
files a Form 211 with FINRA Regulation, Inc. The OTC Bulletin Board differs
substantially from national and regional stock exchanges because it (1) operates
through communication of bids, offers and confirmations between broker-dealers,
rather than one centralized market or exchange; and, (2) securities admitted to
quotation are offered by one or more broker-dealers rather than "specialists"
which operate in stock exchanges. We have not yet engaged a market maker to
assist us to apply for quotation on the OTC Bulletin Board and we are not able
to determine the length of time that such application process will take. Such
time frame is dependent on comments we receive, if any, from the FINRA regarding
our Form 211 application.
- 29
-
There is
currently no market for our shares of common stock. There can be no assurance
that a market for our common stock will be established or that, if established,
such market will be sustained. Therefore, purchasers of our shares registered
hereunder may be unable to sell their securities, because there may not be a
public market for our securities. As a result, you may find it more difficult to
dispose of, or obtain accurate quotes of our common stock. Any purchaser of our
securities should be in a financial position to bear the risks of losing their
entire investment.
We
intend to sell the shares in this offering through Ms. Rachel Feldstein and/or
Mr. Jacky Shenker who are officers of the Company. They will receive no
commission from the sale of any shares. They will not register as a
broker-dealer under section 15 of the Securities Exchange Act of 1934 in
reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a
person associated with an issuer may participate in the offering of the issuer's
securities and not be deemed to be a broker/dealer. As Mr. Shenker and Mrs.
Feldstein are Israeli citizens and do not reside in the US, and since our
operations are in Israel, this offer will primarily be directed to residents of
Israel. Because a patent from the United States is well respected, and a
corporation established in the United States one that is taken seriously, our
Directors have pursued this connection. However, their primary sales connections
are in Israel and as such, will be directed to this market. Should they choose
to attempt to sell shares in the United States, they are aware that this will
present challenges and may not be successful. These challenges include, but are
not limited to, having to manage offices, directors, and officers in a
foreign country, in this case, Israel, while having incorporated and be subject
to all the relevant laws and rules of the United States. In addition, our plans
revolve primarily around focusing on sales in the Israeli market initially and
we still do not have a working prototype, which makes presentation of our
technology more difficult. Additional costs such as translation of materials is
another factor. Without funds, it will be more difficult to explain this
technology to the Israeli market, whose primary language is Hebrew, while the
patent is in English.
The
conditions are that:
1. The
person is not statutorily disqualified, as that term is defined in Section
3(a)(39) of the Act, at the time of his participation; and,
2. The
person is not compensated in connection with his participation by the payment of
commissions or other remuneration based either directly or indirectly on
transactions in securities;
3. The
person is not at the time of their participation, an associated person of a
broker/dealer; and,
4. The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of the
Issuer otherwise than in connection with transactions in securities; and (B) is
not a broker or dealer, or an associated person of a broker or dealer in the
USA, within the preceding twelve (12) months taking into consideration that
Mr. Jacky Shenker has served as a vice president of a small, local investment
boutique House in Israel called OTC Equities Ltd, involved in assisting
Companies listed on the OTC in raising equity and in general business
development needs for the last few years. However, in this capacity, he serves a
largely administrative position and is neither a broker nor a dealer in the USA
; and (C) do not participate in selling and offering of securities for any
Issuer more than once every twelve (12) months other than in reliance on
Paragraphs (a)(4)(i) or (a)(4)(iii).
Neither
Rachel Feldstein nor Jacky Shenker are not statutorily disqualified, are not
being compensated, and are not associated with a broker/dealer. They are and
will continue to be our officers at the end of the offering and have not been
during the last twelve months and are currently not a broker/dealer or
associated with a broker/dealer. They have not during the last twelve months and
will not in the next twelve months offer or sell securities for another
corporation.
We will
not utilize the Internet to advertise our offering.
OFFERING
PERIOD AND EXPIRATION DATE
This
offering will start on the date of this registration statement is declared
effective by the SEC and continue for a period of 180 days. We may extend the
offering period for an additional 90 days, or unless the offering is completed
or otherwise terminated by us, if we have not been able to raise the money by
the end of the initial period. We will not accept any money until this
registration statement is declared effective by the SEC. Once investors
execute and deliver the subscription agreement with funds, they will be entitled
to their shares and become registered shareholders with all the rights and
privileges that entails.
PROCEDURES
FOR SUBSCRIBING
We will
not accept any money until this registration statement is declared effective by
the SEC. Once the registration statement is declared effective by the SEC, if
you decide to subscribe for any shares in this offering, you must:
1.
execute and deliver a subscription agreement
2.
deliver a check or certified funds to us for acceptance or
rejection.
- 30
-
All
checks for subscriptions must be made payable to "Advanced Ventures
Corp."
Right
to Reject Subscriptions
We
have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
within 12 business days by us to the subscriber, without interest or
deductions.
Underwriters
We have
no underwriter and do not intend to have one. In the event that we sell or
intend to sell by means of any arrangement with an underwriter, then we will
file a post-effective amendment to this S-1 to accurately reflect the changes to
us and our financial affairs and any new risk factors, and in particular to
disclose such material relevant to this Plan of Distribution.
Regulation
M
We are
subject to Regulation M of the Securities Exchange Act of 1934. Regulation M
governs activities of underwriters, issuers, selling security holders, and
others in connection with offerings of securities. Regulation M prohibits
distribution participants and their affiliated purchasers from bidding for
purchasing or attempting to induce any person to bid for or purchase the
securities being distribute.
Section
15(G) of the Exchange Act
Our
shares are penny stocks are covered by section 15(g) of the Securities Exchange
Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.
- 31
-
Changes
In and Disagreements with Accountants On Accounting And Financial
Disclosure
Weinberg
and Baer, LLC. is our registered independent auditor. There have not been any
changes in or disagreements with our auditors on accounting and financial
disclosure or any other matter.
Indemnification
for Securities Act Liabilities
Our
Certificate of Incorporation, and our bylaws in section XII as amended, provide
to the fullest extent permitted by Delaware law, our Directors, or officers
shall not be personally liable to us or our stockholders for damages for breach
of such Director's or officer's fiduciary duty. The effect of this provision of
our Articles of Incorporation, as amended, is to eliminate our right and our
stockholders (through stockholders' derivative suits on behalf of our Company)
to recover damages against a Director or officer for breach of the fiduciary
duty of care as a Director or officer (including breaches resulting from
negligent or grossly negligent behavior), except under certain situations
defined by statute. We believe that the indemnification provisions in our
Certificate of Incorporation, as amended, are necessary to attract and retain
qualified persons as Directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Legal
Matters
The legal
opinion rendered by Michael S. Krome Esq. regarding the common stock of
Advanced Ventures Corp. registered on Form S-1 is as set forth in their opinion
letter included in this prospectus.
Experts
Our
financial statements as of July 31, 2010, and for the period then ended and
cumulative from inception (July 6, 2010), appearing in this prospectus and
registration statement have been audited by Weinberg and Baer, LLC., an
independent registered Public Accounting Firm, as set forth on their report
thereon appearing elsewhere in this prospectus, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
Interest
of Named Experts and Counsel
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had, or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the Registrant or any of its parents or subsidiaries. Nor was
any such person connected with the Registrant or any of its parents,
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
Director, officer, or employee.
- 32
-
Available
Information
We have
filed with the SEC a registration statement on Form S-1, including exhibits,
schedules and amendments filed with the registration statement, under the
Securities Act with respect to the shares of common stock being offered. This
prospectus does not contain all of the information described in the registration
statement and the related exhibits and schedules, portions of which have been
omitted as permitted by the rules and regulations of the SEC. A copy of the
registration statement and the related exhibits, schedules and amendments may be
inspected without charge at the public reference facilities maintained by the
SEC in Washington D.C. at 100 F Street, N.E., Room 1580, Washington, D.C. 20549,
and copies of all or any part of the registration statement may be obtained from
these offices upon the payment of the fees prescribed by the SEC. Information on
the operation of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. The address of the site is http://www.sec.gov.
Upon the
completion of this offering, Advanced Ventures Corp. will become subject to the
information and periodic reporting requirements of the Exchange Act and,
accordingly, will file annual reports containing financial statements audited by
an independent public accounting company, quarterly reports containing unaudited
financial statements, current reports, proxy statements and other information
with the SEC. You will be able to inspect and copy these reports, proxy
statements and other information at the public reference facilities maintained
by the SEC at the address noted above. You will also be able to obtain copies of
this material from the Public Reference Room of the SEC as described above, or
inspect them without charge at the SEC’s website.”
We
furnish our stockholders with annual reports containing audited financial
statements.
- 33
-
ADVANCED
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2010
Report
of Registered Independent Auditors
|
F-2
|
Financial
Statements-
|
|
Balance
Sheet as of September 30, 2010
|
F-3
|
Statements
of Operations for the Period Ended September 30, 2010, and Cumulative from
Inception
|
F-4
|
Statement
of Changes in Stockholders’ Equity for the Period from Inception Through
September 30, 2010
|
F-5
|
Statements
of Cash Flows for the Period Ended September 30, 2010 and Cumulative from
Inception
|
F-6
|
Notes
to Financial Statements
|
F-7
|
F-1
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To the
Board of Directors and Stockholders
of
Advanced Ventures Corp.:
We
have audited the accompanying balance sheet of Advanced Ventures Corp. (a
Delaware corporation in the development stage) as of September 30, 2010, and the
related statements of operations, stockholders’ equity, and cash flows for the
period ended September 30, 2010, and from inception (July 6, 2010) through
September 30, 2010. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. 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 our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Advanced Ventures Corp. as of
September 30, 2010, and the results of its operations and its cash flows for the
period ended September 30, 2010, and from inception (July 6, 2010) through
September 30, 2010, in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the development stage, and has not established any
source of revenue to cover its operating costs. As such, it has incurred an
operating loss since inception. Further, as of September 30, 2010, the cash
resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plan regarding these
matters is also described in Note 2 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Respectfully
submitted,
Weinberg
& Baer LLC
Baltimore,
Maryland
November
9, 2010
F-2
ADVANCED
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
AS
OF SEPTEMBER 30, 2010
As of
|
||||
September 30,
|
||||
2010
|
||||
ASSETS
|
||||
Current
Assets:
|
||||
Cash
and cash equivalent
|
300 | |||
Deferred
offering costs
|
$ | 20,000 | ||
Total
current assets
|
20,300 | |||
Total
Assets
|
$ | 20,300 | ||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||
Current
Liabilities:
|
||||
Accounts
payable and accrued liabilities
|
$ | 24,300 | ||
Loans
from related parties - Directors and stockholders
|
19,000 | |||
Total
current liabilities
|
43,300 | |||
Total
liabilities
|
43,300 | |||
Commitments
and Contingencies
|
||||
Stockholders'
(Deficit):
|
||||
Common
stock, par value $.0001 per share, 200,000,000 shares authorized;
3,000,000 shares issued and outstanding
|
300 | |||
(Deficit)
accumulated during the development stage
|
(23,300 | ) | ||
Total
stockholders' (deficit)
|
(23,000 | ) | ||
Total
Liabilities and Stockholders' (Deficit)
|
$ | 20,300 |
The
accompanying notes to financial statements
are an
integral part of these financial statements.
F-3
ADVANCED
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF OPERATIONS
FOR
THE PERIOD ENDED SEPTEMBER 30, 2010
AND
CUMULATIVE FROM INCEPTION (JULY 6, 2010)
July 6, 2010
|
Cumulative
|
|||||||
to
|
From
|
|||||||
September 30, 2010
|
Inception
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Expenses:
|
||||||||
Filig
fees
|
1,500 | 1,500 | ||||||
Transfer
agent fees
|
1,800 | 1,800 | ||||||
Professional
fees
|
1,000 | 1,000 | ||||||
Patent
|
17,500 | 17,500 | ||||||
Legal
- incorporation
|
1,500 | 1,500 | ||||||
Total
expenses
|
23,300 | 23,300 | ||||||
(Loss)
from Operations
|
(23,300 | ) | (23,300 | ) | ||||
Other
Income (Expense)
|
- | - | ||||||
Provision
for income taxes
|
- | - | ||||||
Net
(Loss)
|
$ | (23,300 | ) | $ | (23,300 | ) | ||
(Loss)
Per Common Share:
|
||||||||
(Loss)
per common share - Basic and Diluted
|
$ | (0.01 | ) | |||||
Weighted
Average Number of Common Shares Outstanding - Basic and
Diluted
|
2,931,034 |
The
accompanying notes to financial statements are
an
integral part of these financial statements.
F-4
ADVANCED
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
FOR
THE PERIOD FROM INCEPTION (JULY 6, 2010)
THROUGH
SEPTEMBER 30, 2010
(Deficit)
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Stock
|
During the
|
|||||||||||||||||||
Common stock
|
Subscription
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Receivable
|
Stage
|
Totals
|
||||||||||||||||
Balance
- at inception
|
- | $ | - | $ | - | $ | - | |||||||||||||
Common
stock issued for cash
|
3,000,000 | 300 | - | - | 300 | |||||||||||||||
Net
(loss) for the period
|
- | - | - | (23,300 | ) | (23,300 | ) | |||||||||||||
Balance
- September 30, 2010
|
3,000,000 | $ | 300 | $ | - | $ | (23,300 | ) | $ | (23,000 | ) |
The
accompanying notes to financial statements are
an
integral part of these financial statements.
F-5
ADVANCED
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
FOR
THE PERIOD ENDED SEPTEMBER 30, 2010
AND
CUMULATIVE FROM INCEPTION (JULY 6, 2010)
July 6, 2010
|
Cumulative
|
|||||||
to
|
From
|
|||||||
September 30, 2010
|
Inception
|
|||||||
Operating
Activities:
|
||||||||
Net
(loss)
|
$ | (23,300 | ) | $ | (23,300 | ) | ||
Adjustments
to reconcile net (loss) to net cash (used in) operating
activities:
|
||||||||
Changes
in net assets and liabilities-
|
||||||||
Deferred
offering costs
|
(20,000 | ) | (20,000 | ) | ||||
Accounts
payable and accrued liabilities
|
24,300 | 24,300 | ||||||
Net
Cash Used in Operating Activities
|
(19,000 | ) | (19,000 | ) | ||||
Investing
Activities:
|
- | - | ||||||
Net
Cash Used in Investing Activities
|
- | - | ||||||
Financing
Activities:
|
||||||||
Proceeds
from stock issued
|
300 | 300 | ||||||
Loans
from related parties - directors and stockholders
|
19,000 | 19,000 | ||||||
Net
Cash Provided by Financing Activities
|
19,300 | 19,300 | ||||||
Net
(Decrease) Increase in Cash
|
300 | 300 | ||||||
Cash
- Beginning of Period
|
- | - | ||||||
Cash
- End of Period
|
$ | 300 | $ | 300 | ||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income
taxes
|
$ | - | $ | - |
The
accompanying notes to financial statements are
an
integral part of these financial statements.
F-6
ADVANCED
VENTURES CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
(1) Summary of Significant Accounting
Policies
Basis
of Presentation and Organization
Advanced
Ventures corp. (“Advanced Ventures” or the “Company”) is a Delaware corporation
in the development stage and has not commenced operations. The Company was
incorporated under the laws of the State of Delaware on July 6, 2010. The
business plan of the Company is to develop a commercial application of the
design in a patent, “Catheter with integral anchoring means”. The Company also
intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device. The accompanying financial statements of the
Company were prepared from the accounts of the Company under the accrual basis
of accounting.
Cash and Cash
Equivalents
For
purposes of reporting within the statement of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.
Revenue
Recognition
The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Fully diluted loss per share is computed similar
to basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. There were no dilutive financial instruments issued or outstanding for
the period ended September 30, 2010.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax
assets and liabilities are determined based on temporary differences between the
bases of certain assets and liabilities for income tax and financial reporting
purposes. The deferred tax assets and liabilities are classified according to
the financial statement classification of the assets and liabilities generating
the differences.
The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
F-7
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of September 30, 2010, the carrying value of accrued liabilities,
and loans from directors and stockholders approximated fair value due to the
short-term nature and maturity of these instruments.
Deferred
Offering Costs
The
Company defers as other assets the direct incremental costs of raising capital
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. Should the
offering be terminated, deferred offering costs are charged to operations during
the period in which the offering is terminated.
Impairment
of Long-Lived Assets
The
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives when events or circumstances lead management to
believe that the carrying value of an asset may not be recoverable. For the
period ended September 30, 2010, no events or circumstances occurred for which
an evaluation of the recoverability of long-lived assets was
required.
Common
Stock Registration Expenses
The
Company considers incremental costs and expenses related to the registration of
equity securities with the SEC, whether by contractual arrangement as of a
certain date or by demand, to be unrelated to original issuance transactions. As
such, subsequent registration costs and expenses are expensed as
incurred.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of September 30, 2010, and expenses for the period ended
September 30, 2010, and cumulative from inception. Actual results could differ
from those estimates made by management.
Fiscal
Year End
The
Company has adopted a fiscal year end of December 31.
Recent Accounting
Pronouncements
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”), codified
in FASB ASC 820-10-65, which provides additional guidance for estimating fair
value in accordance with ASC 820-10 when the volume and level of activity for an
asset or liability have significantly decreased. ASC 820-10-65 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The adoption of ASC 820-10-65 did not have an impact on the Company's
results of operations or financial condition.
In May
2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165") codified in
FASB ASC 855-10-05, which provides guidance to establish general standards of
accounting for and disclosures of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
ASC 855-10-05 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. FASB ASC 855-10-05 is effective for interim and annual periods ending
after June 15, 2009. FASB ASC 855-10-05 requires that public entities evaluate
subsequent events through the date that the financial statements are
issued.
F-8
In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" ("SFAS 166"), codified as FASB
ASC 860, which requires entities to provide more information regarding sales of
securitized financial assets and similar transactions, particularly if the
entity has continuing exposure to the risks related to transferred financial
assets. FASB ASC 860 eliminates the concept of a "qualifying special-purpose
entity," changes the requirements for derecognizing financial assets and
requires additional disclosures. FASB ASC 860 is effective for fiscal years
beginning after November 15, 2009. The adoption of FASB ASC 860 did not have an
impact on the Company's financial condition, results of operations or cash
flows.
In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a company
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, we have updated references to GAAP in our financial
statements. The adoption of FASB ASC 105 did not impact the Company's financial
position or results of operations.
(2) Development Stage Activities and
Going Concern
The
Company is currently in the development stage, and has no operations. The
business plan of the Company is to develop a commercial application of the
design in a patent of an “Catheter with integral anchoring means”. The Company
also intends to enhance the existing prototype, and manufacture and market the
product and/or seek third party entities interested in licensing the rights to
manufacture and market the device.
On July
27, 2010, the Company entered into a Patent Transfer and Sale Agreement whereby
the Company acquired all of the right, title and interest in the patent known as
the “Catheter with integral anchoring means” for consideration of $17,500. The
United States Patent number is 6,743,209.
The
Company has commenced a capital formation activity by filing a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 2,500,000 shares of newly issued common stock at an offering price of
$0.03 per share for proceeds of up to $75,000. As of September 30, 2010, the
Company accrued $20,000 of deferred offering costs related to this capital
formation activity.
The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has not
established any source of revenue to cover its operating costs, and as such, has
incurred an operating loss since inception. Further, as of September 30, 2010,
the cash resources of the Company were insufficient to meet its current business
plan, and the Company had negative working capital. These and other factors
raise substantial doubt about the Company’s ability to continue as a going
concern. The accompanying financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.
F-9
(3) Patent
On July
27, 2010, the Company entered into a Patent Transfer and Sale Agreement whereby
the Company acquired all of the right, title and interest in the patent known as
the “Catheter with integral anchoring means” for consideration of $17,500. The
United States Patent number is 6,743,209. Under the terms of the Patent Transfer
and Sale Agreement, the Company was assigned rights to the patent free of any
liens, claims, royalties, licenses, security interests or other encumbrances.
The cost of obtaining the patent was expensed. The patent was filed on June 1,
2004 and assigned to the Company on July 27, 2010.
(4) Loans from Related Parties -
Directors and Stockholders
As of
September 30, 2010, loans from related parties amounted to $19,000 and
represented working capital advances from Directors who are also stockholders of
the Company. The loans are unsecured, non-interest bearing, and due on
demand.
(5) Common Stock
On July
8, 2010, the Company issued 3,000,000 shares of its common stock to individuals
who are Directors and officers of the company for $300.
The
Company has commenced a capital formation activity by filing a Registration
Statement on Form S-1 to the SEC to register and sell in a self-directed
offering 2,500,000 shares of newly issued common stock at an offering price of
$0.03 per share for proceeds of up to $75,000. As of September 30, 2010, the
Company accrued $20,000 of deferred offering costs ( $10,000 in legal and
$10,000 in accounting ) related to this capital formation activity.
(6) Income Taxes
The
provision (benefit) for income taxes for the period ended September 30, 2010,
was as follows (assuming a 23% effective tax rate):
Current
Tax Provision:
|
||||
Federal-
|
||||
Taxable
income
|
$ | - | ||
Total
current tax provision
|
$ | - | ||
Deferred
Tax Provision:
|
||||
Federal-
|
||||
Loss
carryforwards
|
$ | 5,359 | ||
Change
in valuation allowance
|
(5,359 | ) | ||
Total
deferred tax provision
|
$ | - |
The
Company had deferred income tax assets as of September 30, 2010, as
follows:
Loss
carryforwards
|
$ | 5,359 | ||
Less
- Valuation allowance
|
(5,359 | ) | ||
Total
net deferred tax assets
|
$ | - |
The
Company provided a valuation allowance equal to the deferred income tax assets
for the period ended September 30, 2010, because it is not presently known
whether future taxable income will be sufficient to utilize the loss
carryforwards.
F-10
As of
September 30, 2010, the Company had approximately $23,300 in tax loss
carryforwards that can be utilized in future periods to reduce taxable income,
and expire by the year 2030.
(7) Related Party
Transactions
As
described in Note 4, as of September 30, 2010, the Company owed $19,000 to
Directors, officers, and principal stockholders of the Company for working
capital loans.
As
described in Note 5, on June 8, 2010, the Company issued 3,000,000 shares of its
common stock to Directors and officers for $300.
F-11
“Dealer
Prospectus Delivery Obligation
Until
March __, 2011, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.”
PART
II
Information
Not Required in Prospectus
Item
24. Indemnification of Directors and Officers
Our
Certificate of Incorporation, as amended, provides to the fullest extent
permitted by Delaware law, our Directors, or officers shall not be personally
liable to us or our stockholders for damages for breach of such Director's or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate our right and our stockholders
(through stockholders' derivative suits on behalf of our Company) to recover
damages against a Director or officer for breach of the fiduciary duty of care
as a Director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as Directors
and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item
25. Other Expenses of Issuance and Distribution
The
following table sets forth an itemization of all estimated expenses, all of
which we will pay, in connection with the issuance and distribution of the
securities being registered:
Nature of Expense
|
Amount
|
|||
SEC
Registration fee
|
$ | 6 | ||
Transfer
Agent Fees ( Estimated )
|
1,500 | |||
Accounting
fees and expenses ( recorded in the FS )
|
10,000 | |||
Legal
fees and expenses ( recorded in the FS )
|
10,000 | |||
Total:
|
$ | 21,506 |
Item
26. Recent Sales of Unregistered Securities
The
following sets forth information regarding all sales of our unregistered
securities during the past three years. None of the holders of the shares issued
below have subsequently transferred or disposed of their shares and the list is
also a current listing of the Company's stockholders.
On July
6, 2010, we issued a total of 3,000,000 shares of our common stock to two
individuals, including to our Principal Executive Officer and Treasurer,
Principal Financial and Accounting Officer. The purchase price for such shares
was equal to their par value, $0.0001 per share, amounting in the aggregate for
all 3,000,000 shares to $300. None of these transactions involved any
underwriters, underwriting discounts or commissions or any public offering, and
we believe these issuances were exempt under Regulation S of the Securities Act.
No advertising or general solicitation was employed in offering the securities.
The offering and sale were made in an offshore transaction and only to the
following individuals who are all non-U.S. citizens, all in accordance with the
requirements of Regulation S of the Securities Act.
- 34
-
Name and Address of
Beneficial Owner
|
Number of
Shares of Common
Stock Beneficially
Owned
|
|||
Jacky
Shenker
|
1,500,000 | |||
Rachel
Feldstein
|
1,500,000 |
Item
27. Undertakings
The
undersigned Registrant hereby undertakes to:
(a)(1)
File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii)
Include any additional or changed material information on the plan of
distribution.
(2) For
determining liability under the Securities Act, each post-effective amendment
shall be deemed to be a new registration statement of the securities offered,
and the offering of the securities at that time shall be deemed to be the
initial bona fide offering.
(3) File
a post-effective amendment to remove from registration any of the securities
that remain unsold at the end of the offering.
(4) For
determining liability of the undersigned Registrant under the Securities Act to
any purchaser in the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
- 35
-
(iv) Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to Directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 the Registrant of expenses incurred or paid by a Director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(c) That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(2) If
the Registrant is subject to Rule 430C,
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
Signatures
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorizes this registration statement to
be signed on its behalf by the undersigned, in Jerusalem, Israel October 12,
2010.
Advanced
Ventures Corp.
|
||
Date January
6 2011, 2010
|
By:
|
/s/ Jacky Shenker
|
Jacky
Shenker
|
||
President
(Principal Executive
Officer)
|
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.
Name
|
Title
|
Date
|
||
/s/
Jacky Shenker
|
President
and Director (Principal
|
January
6, 2011
|
||
Jacky
Shenker
|
Executive
Officer)
|
|||
/s/Rachel
Feldstein
|
Secretary
and Director (and Principal
|
January
6, 2011
|
||
Rachel
Feldstein
|
Accounting
and Financial Officer )
|
|||
Rachel
Feldstein is authorized to sign our document in the capacity of Principal
Accounting and Financial Officer.
|
- 36
-
Exhibit
Table
EXHIBIT
|
||
NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation of the Company
|
|
3.2
|
By-Laws
of the Company
|
|
3.3
|
Form
of Common Stock Certificate of the Company
|
|
5.1
|
Opinion
of Legal Counsel
|
|
10.1
|
Patent
Transfer and Sales Agreement dated July 27, 2010
|
|
23.1
|
Consent
of Weinberg and Baer, LLC.
|
|
23.2
|
Consent
of legal counsel (see Exhibit 5.1)
|
|
99.1
|
Subscription
Agreement
|
- 37
-