Attached files
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| EX-31 - EXHIBIT 31 - BRIGHTEC, INC | ex_31.htm |
| EX-32 - EXHIBIT 32 - BRIGHTEC, INC | ex_32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 033-55254-27
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BRIGHTEC, INC.
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(Name of small business issuer in its charter)
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Nevada
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87-0438637
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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8C Pleasant Street, First Floor, South Natick, MA 01760
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(Address of principal executive offices, Zip code)
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(508) 647-9710
(Issuer’s telephone number)
Securities registered pursuant to Section 12(g) of the Exchange Act:
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Common Stock, $.001 par value
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None
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(Title of class)
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(Name of Each Exchange on Which Registered)
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Securities registered pursuant to Section 12(b) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the securities Act.
o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
Indicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act):
o Yes x No
The aggregate market value of the voting stock held by non-affiliates of the Company, computed by reference to the average of the high and low sales price as reported on the Over-the-Counter Bulletin Board of the National Association of Securities Dealers Automated Quotation system was $732,339 as of June 30, 2009.
The Company had 146,467,837 shares of common stock, $0.001 par value, issued and outstanding as of April 14, 2010.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller Reporting Company x
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Documents Incorporated By Reference Portions of the Company ‘ s Proxy Statement to be declined to shareholders in connection with the Company ‘ s annual meeting of stockholders are incorporated by reference into Items 10 and 11 of Part III.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
The Company intends to either file a definitive Proxy Statement to be delivered to its stockholders in connection with an annual meeting of the stockholders, whereby the information set forth therein would be incorporated by reference into Items 10 and 11 of Part III herein, or amend this Annual Report within 120 days after December 31, 2009 to include the information required by Items 10 and 11 of Part III in order to comply with applicable SEC requirements.”
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A hereby amends the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which the registrant filed with the Securities and Exchange Commission on April 16, 2010. This amendment is being filed for the limited purpose of amending Part III to reflect the inclusion of the information required by the Form 10-K. This Amendment No. does not reflect events occurring after the filing of the Form 10-K or modify or update any disclosures that may have been affected by subsequent events. Accordingly, all other information is unchanged and reflects the disclosures made at the time of the filing of the Form 10-K (which speaks as of the date thereof), and this Amendment should be read in conjunction with such Form 10-K and the registrant’s filings made with the Securities and Commission subsequent to the date of such Form 10-K.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
During the fiscal years ended December 31, 2009 and 2008, Patrick Planche was our sole executive officer.
The positions held by each Director and executive officer of the Company as of April 14, 2010 are stated below:
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Name
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Age
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Position with the Company
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Patrick Planche
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45
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President, Chief Executive Officer, Treasurer and Chairman of the Board
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Biographies
Patrick Planche has been our President, Chief Executive Officer, and a director since August 1998. He is the president, a director and co-founder of our wholly owned subsidiary, Brightec SA, which was organized in 1992 and is the legal owner of the patents and trademarks we used in connection with our business.
David J. Geffen was elected as one of our directors effective April 28, 2005. During the last six years, Mr. Geffen has been the president and owner of Geffen Construction, Inc., a privately owned residential construction contracting company. Mr. Geffen resigned as a Director effective March 6, 2009.
Director Qualifications and Experience
The following table identifies some of the experience, qualifications, attributes and skills that the Board considered in making its decision to appoint directors to our Board. This information supplements the biographical information provided above. The vertical axis displays the primary factors reviewed by the Board in evaluating a board candidate.
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Mr. Planche
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Experience, Qualification, Skill or Attribute
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Professional standing in chosen field
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Expertise in printing or related industry
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Expertise in technology or related industry
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Audit Committee Financial Expert (actual or potential)
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Civic and community involvement
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Other public company experience
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Diversity by race, gender or culture
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Specific skills/knowledge:
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-printing
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-technology
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-governance
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Family Relationships
There are no family relationships between Patrick Planche and any of our or other executives. Mr. Planche is not a director or executive officer of any company that files reports with the SEC except as set forth above.
Involvement in Certain Legal Proceedings
Neither Mr. Planche nor any other executive has been involved in any bankruptcy proceedings, criminal proceedings, any proceeding involving any possibility of enjoining or suspending members of our Board or other executives from engaging in any business, securities or banking activities, and has not been found to have violated, nor been accused of having violated, any federal or state securities or commodities laws.
Board Leadership Structure
The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman of the Board because he is ultimately responsible for the day-to-day operation of the Company and is the most familiar with the Company’s business and industry and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. The Board believes that the combined role of Chairman and Chief Executive Officer promotes strategy development and execution.
Terms of Office
Our by-laws provide that all directors are elected at each meeting of our stockholders. Our by-laws also provide that all officers are elected at the first meeting of the Board of Directors following the meeting of stockholders and hold office until the next Board of Director’s meeting, or until the Board of Director’s votes to remove the officer. The last annual meeting of our stockholders took place on September 25, 2006. Mr. Planche and Mr. Geffen were re-elected to additional terms until the next meeting of our stockholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Solely based on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2009 and written representations that no other reports were required, we believe that each person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of our common stock complied with all Section 16(a) filing requirements during such fiscal year.
Code of Ethics Policy
As of December 31, 2009, we had yet to adopt a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. Beginning in the second quarter of 2007, we initiated the process of examining our corporate governance and other policies and procedures that will relate to a larger enterprise at such time as it is able to attract additional members to our Board of Directors. That process was temporarily suspended due the concentration of our efforts to introduce our new products to the market, which occurred in the third quarter of 2007. As of December 31, 2009, we have not resumed our examination related to adopting a code of ethics. Upon the resumption of this examination, the Company plans to adopt a code of ethics applicable to all directors, officers and employees in 2010.
Board Committees
Our Board of Directors does not have a Compensation, Audit or Nominating Committee and the usual functions of such committees are currently performed by the Board of Directors. The directors have determined that at present, we do not have an audit committee financial expert. The directors believe that they are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we have been seeking and continue to seek appropriate individuals to serve on the Board of Directors and the Audit Committee who will meet the requirements necessary to be an independent financial expert.
Compensation Philosophy – We has not developed a formal plan for the compensation of our management, as our primary focus, and application of working capital, has been the development of our products and markets. In structuring any compensation program for management, however, we will seek to establish compensation policies that provide management with a performance incentive, and that align the interests of senior management with stockholder interests. Such program will include salary and annual incentives as its basic components and, in establishing the total amount and mix of these components of compensation, we expect to consider the past performance and anticipated future contribution of each executive officer.
Compensation of Executive Officers – We review the salaries of our executive officers annually. We have not considered compensation levels for comparable positions at similar companies in determining compensation levels for management. Instead, compensation levels for executive officers have been based on our assessment of our liquidity and corresponding ability to compensate its executive officers at any level. There are no employment contracts or agreements in effect for any officer.
Annual Incentives – There were no incentive awards or bonuses paid in the fiscal year ended December 31, 2009.
Compensation of the Chief Executive Officer – We determined Mr. Patrick Planche’s salary for fiscal year ended December 31, 2009 based upon our working capital limitations, and was not intended to reflect our view of his value to the Brightec.
Item 11. Executive Compensation
Director Compensation
The Company does not currently pay cash or other compensation to its directors.
Summary Compensation Table
The following table sets forth the aggregate cash compensation incurred by the Company with respect to the fiscal years ended December 31, 2009 and 2008 to the Chief Executive Officer (the “Named Executive Officer”).
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Year
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Salary
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Stock Awards
Bonus
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Non-Equity Incentive Plan Compensation
Option
Awards 1
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Non Qualified Deferred Compensation Earnings
All Other
Compensation 1
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Total
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Patrick Planche, President
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Chief Executive Officer
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2009
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$ | 150,000 | $ | — | $ | — | $ | 13,028 | $ | 163,028 | |||||||
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and Chief Financial Officer
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2008
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$ | 150,000 | $ | — | $ | — | $ | 26,425 | $ | 176,425 | |||||||
1 Related to interest payable on short-term cash advances made to us.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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Number of Securities
Underlying Unexercised
Options Exercisable
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Number of Securities Underlying
Unexercised
Options Unexercisable |
Equity Incentive Plan Awards; Number of Securities Underlying
Unexercised Unearned Options
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Option
Exercise
Price
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Option
Expiration
Date
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Patrick Planche
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12,000,000
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—
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—
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$
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0.12
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April 28, 2015
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Pension Benefits
We do not sponsor any qualified or non-qualified defined benefit plans.
Nonqualified Deferred Compensation
We do not maintain any non-qualified defined contribution or deferred compensation plans.
Other
As of December 31, 2009, a loan with a principal balance of $1,749,798 was due by the Company to Patrick Planche.
Stock Options
1999 Stock Option Plan – Our 1999 stock option/stock issuance plan (the “1999 Plan”) provided for the grant by us of options, awards or rights to purchase up to 5,000,000 shares of our common stock, which generally vested over a five-year period and terminated ten years from the date of grant. These options were not transferable, except by will or domestic relations order. There were no options granted, exercised or cancelled under the 1999 Plan during the year ended December 31, 2006. With the approval of the 2006 Stock Incentive Plan (described below), the 1999 Plan has been frozen such that no further awards will be made and any shares of common stock reserved for grant under the 1999 Plan will be released from reserve.
2006 Stock Incentive Plan – On September 25, 2006, at a special meeting of our stockholders, the 2006 Stock Incentive Plan (the “2006 Plan”) was approved. An aggregate of 50 million shares of common stock are reserved for issuance and available for awards under the 2006 Plan.
Awards under the 2006 Plan may include non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted units and performance awards. For a complete description of the 2006 Plan, see our Definitive Proxy Statement filed with the SEC on July 26, 2006. The Plan became effective on September 25, 2006.
In 2005, the Board of Directors approved the granting of non-qualified options at an exercise price of $0.12 per share to purchase 12,000,000 shares of common stock to Patrick Planche, our president and Chief Executive Officer, together with two additional non-qualified options to two of our employees to purchase an aggregate of 6,000,000 shares of our common stock, each at an exercise price of $0.12 per share. They also granted a non-qualified option to purchase 2,000,000 shares of our common stock at an exercise price of $0.12 per share to Francois Planche, a stockholder, a former director of the Company and brother of our president. In addition, in 2005, the Board of Directors granted a non-qualified option to a former consultant to purchase 500,000 shares of our common stock at an exercise price of $0.001 per share for a period of ten years, but vesting only upon a change of control of the Company.
The Board of Directors did not approve any award grants under the 2006 Plan during the year ended December 31, 2009.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding the Company’s common stock owned as of April 10, 2010 by (i) each person (or group of affiliated persons) known by the Company to be the beneficial owner of more than 5% of the Company’s common stock (ii) each of the Company’s directors and executive officers, and (iii) all current executive officers and directors as a group. Except as otherwise indicated in the footnotes to this table, the Company believes that each of the person or entities named in this table has sole voting and investment power with respect to all the shares of the common stock indicated.
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Directors and Named Executive Officers 3
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Number of Shares Owned 4
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Percentage Ownership 2
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Patrick Planche
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49,621,252 | 5 | 33.88 | % | |||
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All executive officers and directors as a group (1 person)
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49,621,252 | 6 | 33.88 | % | 8 | ||
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Additional 5% Stockholders
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David J. Geffen
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19,945,203 | 7 | 13.62 | % | |||
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Jeffrey A. Stern
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9,864,168 | 8 | 6.71 | % | |||
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James J. Galvin and Peggy Galvin
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8,857,145 | 6.05 |
%
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Jose Canales la Rosa
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7,573,500 | 9 | 5.17 |
%
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All executive officers, directors and 5% stockholders as a group
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95,861,268 | 10 | 52.67 |
%
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8 |
3 Unless otherwise indicated, the address of each person listed is c/o Brightec, Inc., 8C Pleasant Street, First Floor, South Natick, MA 01760.
4 Beneficial ownership is determined in accordance with the rules of 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 of April 10, 2010 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 the knowledge of the Company, each person listed is believed to have sole voting and investment power with respect to all shares of common stock beneficially owned by such person.
5 Represents (i) 37,621,252 shares of common stock and (ii) 12,000,000 shares of common stock issuable upon the exercise of options issued under the Company’s 2006 Plan.
6 Includes 12,000,000 options issued under the Company’s 2006 Plan.
7 The shares of common stock beneficially owed by Mr. Geffen include 3,000,000 shares of common stock owned of record by Geffen Construction Profit Sharing Plan, of which Mr. Geffen is the primary beneficiary.
8 Includes 5,335,000 shares of common stock owned by the Jeffrey Stern Revocable Trust.
9 Includes 6,536,000 shares of common stock owned of record by Holding Canales b.v. Jose Canales la Rosa is the majority stockholder of Holding Canales b.v. and is deemed the beneficial owner of all shares owned of record by Holding Canales b.v. Mr. Canales la Rosa is also the beneficial owner of 937,500 shares of common stock owned of record by Luminescent Europe Technologies b.v., a Netherlands company. Mr. Canales la Rosa is a former director of the Company.
10 Includes 12,000,000 options issued under the Company’s 2006 Plan.
Item 13. Certain Relationships and Related Transactions and Director Independence
During 2009, we received advances of $74,963 from Mr. Planche. At December 31, 2009, we owed him $1,749,798 in connection with advances he made to us. All such loans bore interest at the Internal Revenue Service short-term “Applicable Federal Rate,” compounded monthly (0.69% at December 31, 2009). During 2009, we recognized interest expense of $13,028. Through April 14, 2010, Mr. Planche has made additional advances of $204,750.
We do not have any independent directors.
The consulting contract is being amortized over its stated term. As a result, we recognized $20,766 of stock based compensation in 2009 and $30,635 in 2008. As of December 31, 2009 no monies were owed to this stockholder.
The following director is not independent: Patrick Planche.
Item 14. Principal Accountant Fees and Services
The following is a description of the fees paid by us to our independent registered public accounting firm, Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (“RMSBG”) during the fiscal years ended December 31, 2009 and 2008.
Audit Fees
The aggregate fees billed or to be billed by RMSBG for professional services rendered for the audit of our annual financial statements for the fiscal year ended December 31, 2009 and 2008, and for the review of the financial statements included in our Quarterly Reports for 2009 and 2008 were $54,000 and $79,073, respectively.
Audit Related Fees
There were no fees billed by RMSBG for audit related services during the periods for fiscal years ended December 31, 2009 and 2008.
Tax Fees
Fees billed by RMSBG for tax services rendered during the fiscal years ended December 31, 2009 and 2008 amounted to $0 and $5,000, respectively.
All Other Fees
There were no fees billed by RMSBG for other professional services rendered during the periods for fiscal years ended December 31, 2009 and 2008.
PRE-APPROVAL OF SERVICES
We do not have an audit committee. Our Board of Directors pre-approves all services, including both audit and non-audit services, provided by our independent accountants. For audit services, each year the independent auditor provides our Board of Directors with an engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally accepted by the Board of Directors before the audit commences. The independent auditor also submits an audit services fee proposal, which also must be approved by the Board of Directors before the audit commences.
Item 15. Exhibits
The following exhibits are filed as part of this Annual Report:
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EXHIBIT
NUMBER
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DESCRIPTION
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3.1
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Articles of Incorporation of Advanced Lumitech, Inc. and all amendments and modifications thereto, filed with the Secretary of State of the State of Nevada as of March 29, 1999 (filed as Exhibit 3.1 to the our 1998 Form 10-K).
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3.2
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By-laws of Advanced Lumitech, Inc. (filed as Exhibit 3.2 to our 1998 Form 10-K).
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4
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Specimen Certificate representing the Company’s common stock (filed as Exhibit 4 to our 1998 Form 10-K).
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10.1
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Merger Agreement dated as of August 12, 1998, by and among the Company, Lumitech, S.A. and Patrick Planche, pursuant to which the Company acquired 100% of the issued and outstanding shares of the common stock of Lumitech, S.A. (filed as Exhibit 10.1 to our 1998 Form 10-K).
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10.2
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Patent Assignment Agreement respecting the Company’s luminescence technology dates as of January 16, 1996, as amended on March 31, 1999, between Jacques-Charles Collett and Lumitech S.A. (formerly known as OTWD On Time Diffusion S.A.) (filed as Exhibit 10.2 to our 1998 Form 10-K).
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10.3
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Agreement dated as of March 31, 1999, between Lumitech, S.A. and Luminescence Europe Technologies b.v. (the “Netherlands Affiliate”), providing for the termination for all rights and interests of the Netherlands Affiliate with respect to the Company’s luminescence technology (filed as Exhibit 10.3 to our 1998 Form 10-K).
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10.4
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Socol Agreement dated as of March 31, 1999, between the Company and Socol S.A., pursuant to which Socol disclaims any interest in the Company’s Luminescence product technology (filed as Exhibit 10.4 to our 1998 Form 10-K).
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10.5
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Credit Agreement dates as of August 6, 1997, as amended on September 9, 1998, between Lumitech, S.A. and Credit Suisse (filed as Exhibit 10.5 to our 1998 Form 10-K).
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10.6
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Agreement dated as of December 28, 1998, between Lumitech, S.A. and Lumi Corp., providing for the termination of all rights and interests of Lumi Corp. with respect to the Company’s luminescence technology (filed as Exhibit 10.6 to our 1998 Form 10-K).
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10.7
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Lease dated March 1, 2004 by and between 6-8 Pleasant Street Realty Trust and Advanced Lumitech, Inc. for corporate office space in South Natick, MA (filed as Exhibit 10.7 to our 2003 Form 10-KSB).
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10.8
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Redemption agreement dated December 22, 2004, between Advanced Lumitech, Inc. and Patrick Planche for the redemption of 77,620 shares of common stock (filed as Exhibit 10.8 to our 2006 Form 10-KSB).
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10.9
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Redemption agreement dated April 6, 2005, between Advanced Lumitech, Inc. and David Geffen for the redemption of 15,767,145 shares of common stock (filed as Exhibit 10.9 to our 2006 Form 10-KSB).
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10.10
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Redemption agreement dated August 23, 2005 between Advanced Lumitech, Inc. and Francois Planche for the redemption of 583,334 shares of common stock (filed as Exhibit 10.10 to our 2006 Form 10-KSB).
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10.11
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Redemption agreement dated December 21, 2005 between Advanced Lumitech, Inc. and David Geffen for the redemption of 500,000 shares of common stock (filed as Exhibit 10.11 to our 2006 Form 10-KSB).
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10.12
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Redemption agreement dated January 27, 2006 between Advanced Lumitech, Inc. and Francios Planche for the redemption of 195,834 shares of common stock (filed as Exhibit 10.11 to our 2006 Form 10-KSB).
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10.13
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Redemption agreement dated May 12, 2006 between Advanced Lumitech, Inc. and Francois Planche for the redemption of 208,334 shares of common stock (filed as Exhibit 10.11 to our 2006 Form 10-KSB).
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10.14
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March 15, 2007 Amendment and Allonge to Convertible Line of Credit Note dated June 8, 2006 from Brightec, Inc. f/k/a Advanced Lumitech, Inc. to Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.11 to our 2006 Form 10-KSB).
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10.15
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Standby Equity Distribution Agreement, dated March 30, 2007, by and between Brightec, Inc. and Cornell Capital Partners, LP (filed as Exhibit 10.1 to our Form 8-K filed on April 3, 2007).
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10.16
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Placement Agent Agreement, dated March 30, 2007, by and between Brightec, Inc. and Newbridge Securities Corporation (filed as Exhibit 10.2 to our Form 8-K filed on April 3, 2007).
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10.17
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Registration Rights Agreement, dated March 30, 2007, by and between Brightec, Inc. and Cornell Capital Partners, LP (filed as Exhibit 10.3 to our Form 8-K filed on April 3, 2007.
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10.18
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Press Release (filed as Exhibit 10.4 to the Company’s Form 8-K filed on April 3, 2007.
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10.19
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Loan and Security Agreement dated June 8, 2006 between Brightec, Inc. f/k/a Advanced Lumitech, Inc. and Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.19 to our Form SB-2 filed on July 6, 2007).
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10.20
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Convertible Line of Credit Note dated June 8, 2006 from Brightec, Inc. f/k/a Advanced Lumitech, Inc. to Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.20 to our SB-2 filed on July 6, 2007).
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10.21
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Stock Purchase Warrant dated June 8, 2006 from Brightec, Inc. f/k/a/ Advanced Lumitech, Inc. to Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.20 to our Form SB-2 filed on July 6, 2007).
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10.22
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Stock Pledge Agreement dated June 8, 2006 between Brightec, Inc. f/k/a/ Advanced Lumitech, Inc. and Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.21 to our Form SB-2 filed on July 6, 2007).
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10.23
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Corporate Guaranty dated June 8, 2006 from Brightec, S.A. to Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.23 to our Form SB-2 filed on July 6, 2007).
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10.24
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Collateral Assignment and Security Agreement in Patents dated June 8, 2006 between Brightec, S.A. and Ross/Fialkow Capital Partners, LLP, Trustees of Brightec Capital Trust (filed as Exhibit 10.24 to our Form SB-2 filed on July 6, 2007).
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10.25
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Amended and Restate Stock Purchase Warrant No. 06.007, dated April 1, 2007 from Brightec, Inc. f/k/a Advanced Lumitech, Inc. to Jeffrey Stern, Trustee of Jeffrey Stern Revocable Trust (JST) (filed as Exhibit 10.25 to out Form SB-2 filed on July 6, 2007).
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10.26
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Amended and Restated Stock Purchase Warrant No. 05.006, dated April 1, 2007 from Brightec, Inc. f/k/a Advanced Lumitech, Inc. to Jeffrey Stern, Trustee of Jeffrey Stern Revocable Trust (JST) (filed as Exhibit 10.26 to our Form SB-2 filed on July 6, 2007).
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10.27
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Amended and Restated Stock Purchase Warrant dated June 27, 2007 from Brightec, Inc. f/k/a/ Advanced Lumitech, Inc. to Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.27 to our Form SB-2 filed on July 6, 2007).
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10.28
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June 27, 2007 Amendment and Allonge to Convertible Line of Credit Note dated June 8, 2006 from Brightec, Inc. f/k/a Advanced Lumitech, Inc. to Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.28 to our Form SB-2 filed on July 6, 2007).
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10.29
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Consulting Agreement dated September 11, 2007 between Brightec, Inc. and Jeffrey Stern, Trustee of the Jeffrey Stern Revocable Trust (filed as Exhibit 10.29 to our Form 10-QSB filed on November 19, 2007).
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10.30
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November 29, 2007 Amendment and Allonge to the Convertible Line of Credit Note dated as of June 8, 2006 from Brightec, Inc. f/k/a Advanced Lumitech, Inc. to Ross/Fialkow Capital Partners, LLP, Trustee of Brightec Capital Trust (filed as Exhibit 10.30 to our Form 8-K filed on January 28, 2008).
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21
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List of Subsidiaries (filed as Exhibit 21 to the Company’s 2003 Form 10-KSB).
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31
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Certification of Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1850, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
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32
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Certification of the Chief Executive and Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1850, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BRIGHTEC, INC.
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Date: April 30, 2010
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By: /s/ Patrick Planche
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Patrick Planche, President, Chief
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Executive Officer, Chief Financial
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Officer, Treasurer, Director,
Principal Executive Officer and Principal
Financial and Accounting Officer
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(Power of Attorney)
Each person whose signature appears below constitutes and appoints Patrick Planche as his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-KSB and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
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Signature
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Title
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Date
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/s/ Patrick Planche
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President, Chief Executive Officer
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April 30, 2010
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Patrick Planche
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Treasurer, Director,
Principal Executive Officer and Principal
Financial and Accounting Officer
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