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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2013 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ________
Commission file number: 333-171305

 

Avante Systems, Inc.
(Exact name of registrant as specified in its charter)
Nevada 99-0362655
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Room 709-710, 7/F Tower 1,

Silvercord Centre, Tsim Sha Tsui, Kowloon,

Hong Kong

 

 

_________

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number: 852-311-3951

Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
none not applicable
   
Securities registered under Section 12(g) of the Exchange Act:
Title of class
none

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [X] No [ ]

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes [ ] No [X]

 

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 [ ] No [X]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not 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. Yes [X] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not available

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 2,350,000 as of February 3, 2014

 

 

TABLE OF CONTENTS

 

Page

PART I

 

Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Mine Safety Disclosures 5

 

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 5

Item 6. Selected Financial Data 6
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 9
Item 9A(T). Controls and Procedures 9
Item 9B. Other Information 9

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance 10
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 14
Item 13. Certain Relationships and Related Transactions, and Director Independence 14
Item 14. Principal Accountant Fees and Services 14

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules 15

 

2

 

PART I

 

Item 1. Business


Overview

 

We were incorporated in the State of Nevada on August 12, 2010. Until recently, we were a development stage company engaged in the business of developing, manufacturing, and selling a video camera integrated with a 3G mobile phone module specifically for use in schools, child/eldercare facilities, and residences in Asia.

 

Since the initiation of this plan of operations, however, we have experienced losses and have been unable to obtain additional finances. In order to pursue our business plan, we would need to obtain additional funding in the form of equity financing from the sale of our common stock or loans. Unfortunately, we have not been able to identify sources of equity financing and do not have any arrangements in place for any future financing. The risky nature of this enterprise and lack of tangible assets places debt financing out of our reach.

 

Because of the difficulties in raising additional funding, we have been presented with the difficult task of re-evaluating our business plan to determine whether it continues to be commercially viable. As a result of our lack of progress so far, the uncertainty regarding the source of our required additional funding and the relatively risky overall nature of our enterprise, management has been evaluating alternative business opportunities.

 

On April 19, 2013, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our prior officers and directors, Xu Hai Bo and Ran Hong Dan. Pursuant to the Agreement, we transferred all assets and business operations associated with our video camera to Xu Hai Bo and Ran Hong Dan. In exchange, Xu Hai Bo and Ran Hong Dan agreed to cancel their 1,275,000 shares in our company and assume and cancel all liabilities relating to our former business, including officer loans amounting to $20,650.

 

As a result of the Agreement, we are no longer pursuing our former business plan. Under the direction of our newly appointed officer and director, Yuen Hong Szeto, we intend to develop a business focused on 3D printers for professionals and consumers. We plan to take active steps in the next twelve months to develop this line of business.

 

Our Business

 

We plan to design, develop, manufacture, market, sell, and support a range of 3D print technology systems and services that are uniquely targeted to several key markets, mainly: rapid manufacturing, rapid prototyping and unique “one off” design.

 

We believe our advantage will be the adoption of a “direct model” that allows us to enter these markets quickly with new and relevant technology to meet changing customer needs, build systems to order, provide expert services tailored to differing customer needs, and maintain low levels of inventory and capital investment as well as facilitate consistent delivery, which will lead to profitability and strong performance across our business segments.

 

To date, we have not had any sales on our printers, no distribution channels in place, no sales force other than our management, and no material contracts in connection with our business plan. We are a development stage company and can provide no assurance that we will be able to successfully implement our business plan, achieve sales, compete in this business space, or continue as a going concern.

 

Our Products

 

We plan to bring professional 3D printing technology to our key markets. Until recently, 3D printers have traditionally been expensive and prohibitive. Our mission is to develop a high quality and inexpensive 3D printer that allows anyone to create 3D forms with ease.

 

For many years 3D printers were used for prototyping, mainly in the aerospace, medical and automotive industries. Once a design was finalized, a production line would be set up and parts would be manufactured and assembled using conventional methods. But 3D printing has now improved to the point that it is starting to be used to produce the finished items themselves. It is already competitive with plastic injection-molding for runs of around 1,000 items, and this figure will rise as the technology matures. And because each item is created individually, rather than from a single mold, each can be made slightly differently at almost no extra cost. Mass production could, in short, give way to mass customization for all kinds of products, from shoes to spectacles to kitchenware.

 

Our stereolithography printer converts engineered print materials and composites into solid cross-sections, layer by layer, to print the desired fully fused objects. Our printer is capable of making multiple distinct parts at the same time and is designed to produce highly accurate geometries in a wide range of sizes and shapes with a variety of material performance characteristics. We believe our printer has a wide variety of applications, ranging from short production runs of end-use products to producing prototypes for automotive, aerospace and various consumer and electronic applications.

 

3

 

Market Segments

 

Rapid Manufacturing

 

Rapid manufacturing enables the production of optimized designs unconstrained by normal design-for-manufacture considerations. Here our printers can be used to manufacture functional end-use parts that have the appearance and performance of high-quality injection-molded parts and that avoid the significant costs of complex set-ups and changeovers and eliminate the costs and lead times associated with conventional tooling methods or labor- intensive craftsmanship.

 

Rapid Prototyping

 

Rapid prototyping applications allows for quick and efficient production of product-concept models, functional prototypes to test form, fit and function, master patterns and expendable patterns for urethane and investment casting that are often used for evaluating product designs and short-run production.

 

Unique Design

 

In unique design applications, our printers are used to produce presentation models, primarily for visualizing and communicating concepts; various design elements and other activities, including supply chain management and functional models.

 

Competition

 

We compete in a marketplace that is still primarily using conventional methods of model-making and prototype development. Some of the companies that have developed and employ one or more improved technologies include the following companies. Our competitors have more financial resources and capabilities than we do. We hope to compete on superior value, lower price, relevant technology, customized systems, superior service and support, and products and services that are easy to buy and use.

 

3D Systems Corporation

 

3D Systems, headquartered in Rock Hill, South Carolina, is a global, integrated solutions 3D printing company specializing in 3D printers, print materials, professional and consumer custom-parts services and 3D imaging and customization software. Its products are meant to make manufacturing processes more efficient, without requiring tooling. 3D Systems uses proprietary processes to fabricate physical objects using input from computer-aided design and manufacturing software, or 3D scanning and sculpting devices. 3D Systems' technologies and services are used in the design, development and production stages of many industries, including aerospace, automotive, architecture, health care, dental, entertainment, recreation and consumer goods. 3D Systems offers professional- and production-grade 3D printers, in addition to a line of personal 3D printers and 3D-printed consumer products, supported by the affiliated online forum Cubify. 3D Systems is notable within the 3D printing industry for developing stereolithography and the STL file format.

 

Proto Labs

 

Proto Labs is the world’s fastest provider of CNC machined and injection molded parts. Proto Labs Firstcut and Protomold services utilize proprietary computing technologies and automated manufacturing systems to provide both prototype and short-run production parts. Proto Labs single focus is to provide new product designers with the easiest, fastest and least-expensive way to obtain low volumes of parts based on their 3D CAD design. Proto Labs Firstcut CNC machining service supports an array of engineering-grade resins as well and metals, and our Protomold plastic injection molding service offers hundreds of material choices to designers. This capability is applicable to all markets, including but not limited to medical devices, electronics, appliance, automotive and consumer products.

 

Stratasys Inc.

 

Stratasys Ltd. was formed in 2012 by the merger of Stratasys Inc. and Objet Ltd. The company manufactures 3D printers and materials that create prototypes and manufactured goods directly from 3D CAD files or other 3D content. The company’s 3D printers are based on patented FDM® and PolyJet® inkjet-based technologies. Stratasys systems are used by manufacturers to create models and prototypes to aid in the new product design process. And they are becoming widely used for production of finished goods in low-volume manufacturing. Systems range from affordable desktop 3D printers to large production systems for direct digital manufacturing.

 

4

 

Item 2. Properties

 

We do not lease or own any real property. Our corporate address is located at Room 709-710, 7/F Tower 1, Silvercord Centre, Tsim Sha Tsui, Kowloon, Hong Kong. Our officer has provided this space without charge. Our telephone number is 852-3111-3951.

 

Item 3. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock is quoted under the symbol “AVTS” on the OTCBB operated by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc.  Few market makers continue to participate in the OTCBB system because of high fees charged by FINRA.  Consequently, market makers that once quoted our shares on the OTCBB system may no longer be posting a quotation for our shares. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current in our SEC reporting. Our reporting is presently current and, since inception, we have filed our SEC reports on time.

 

Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

 

The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

Fiscal Year Ending October 31, 2012
Quarter Ended High $ Low $
October 31, 2012 N/A N/A
July 31, 2012 N/A N/A
April 30, 2012 N/A N/A
January 31, 2012 N/A N/A

 

Fiscal Year Ending October 31, 2013
Quarter Ended High $ Low $
October 31, 2013 N/A N/A
July 31, 2013 N/A N/A
April 30, 2013 N/A N/A
January 31, 2013 N/A N/A

 

Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

 

5

Holders of Our Common Stock

 

As of October 31, 2013, we had 2,350,000 shares of our common stock issued and outstanding, held by 38 shareholders of record.

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1.we would not be able to pay our debts as they become due in the usual course of business, or;
2.our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have any equity compensation plans.

 

Item 6. Selected Financial Data

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

6

 

Results of Operations for the Years Ended October 31, 2013 and 2012 and for the period from inception (August 12, 2010) to October 31, 2013

 

We have not earned any revenues since our inception. We are presently in the development stage of our business and we can provide no assurance that we will develop a viable product, or if such product is developed, that we will be able to generate sufficient sales and enter into commercial production.

 

Our operating expenses for the year ended October 31, 2013 were $32,645, as compared with operating expenses in the amount of $20,715 for the year ended October 31, 2012. Our operating expenses for the period from inception (August 12, 2010) through October 31, 2013 were $105,820. Our operating expenses for the year ended October 31, 2013 consisted of mainly professional fees of $32,540, more than $20,715 in professional fees for the year ended October 31, 2012.

 

We had a net loss of $32,632 for the year ended October 31, 2013, as compared with a net loss of $20,715 for the year ended October 31, 2012. We had a net loss of $105,807 for the period from inception (August 12, 2010) to October 31, 2013.

 

Liquidity and Capital Resources

 

As of October 31, 2013, we had total current assets of $61,810. Our total current liabilities as of October 31, 2013 were $6,070. Thus, we had working capital of $55,740 as of October 31, 2013.

 

Operating activities used $48,059 in cash for the year ended October 31, 2013. Our net loss of $32,632 was the main reason for our negative operating cash flow, offset mainly by an increase in prepaid expenses of $17,047. Cash flows provided by financing activities during year ended October 31, 2013 was $92,147 and consisted of $50,000 in the sale of our common stock and $42,147 in loans from our officer and director.

 

The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Going Concern

 

We have incurred losses since inception, have limited working capital, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Purchase or Sale of Equipment

 

We do not expect to purchase or sell any plant or significant equipment.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

7

Off Balance Sheet Arrangements

 

As of October 31, 2013, there were no off balance sheet arrangements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 8. Financial Statements and Supplementary Data

 

Index to Financial Statements Required by Article 8 of Regulation S-X:

 

Audited Financial Statements:
F-1 Report of Independent Registered Public Accounting Firm
F-2 Consolidated Balance Sheets as of October 31, 2013  and 2012
F-3 Statements of Operations for the Years Ended October 31, 2013 and 2012 and period from inception (August 12, 2010) to October 31, 2013
F-4 Statement of Stockholders’ Equity for period from inception (August 12, 2010) to October 31, 2013
F-5 Statements of Cash Flows for the Years Ended October 31, 2013 and 2012 and period from inception (August 12, 2010) to October 31, 2013
F-6 Notes to Financial Statements

 

8

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors of

Avante Systems, Inc.

Las Vegas, Nevada

 

We have audited the accompanying balance sheets of Avante Systems, Inc. (the “Company”) as of October 31, 2013 and 2012 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and the period from August 12, 2010 (Date of Inception) through October 31, 2013. 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 audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Avante Systems, Inc. as of October 31, 2013 and 2012 and the results of its operations and its cash flows for the years then ended and the period from August 12, 2010 (Date of Inception) through October 31, 2013 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 8 to the financial statements, the Company has limited working capital, has not yet received revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 8. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Silberstein Ungar, PLLC

 

Bingham Farms, Michigan

February 3, 2014

 

F-1

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF OCTOBER 31, 2013 AND OCTOBER 31, 2012

 

  2013  2012
ASSETS         
Current Assets         
Cash and equivalents $44,088   $0 
Prepaid expenses  17,722    675 
TOTAL ASSETS $61,810   $675 
          
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)         
Current Liabilities         
Accrued expenses $6,070   $4,450 
Due to officer  0    16,900 
Total Liabilities  6,070    21,350 
          
Stockholders’ Equity (Deficit)         
Common Stock, $.001 par value, 90,000,000 shares authorized, 2,350,000 and 2,625,000 shares issued and outstanding, respectively  2,350    2,625 
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding  0    0 
Additional paid-in capital  159,197    49,875 
Deficit accumulated during the development stage  (105,807)   (73,175)
Total stockholders’ equity (deficit)  55,740    (20,675)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $61,810   $675 

  

See accompanying notes to financial statements.

F-2

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED OCTOBER 31, 2013 AND 2012

FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO OCTOBER 31, 2013 

 

  Year ended
October 31, 2013
  Year ended
October 31, 2012
  Period from
August 12, 2010
(Inception) to
October 31, 2013
         
REVENUES $0   $0   $0 
               
OPERATING EXPENSES              
Organization costs  0    0    320 
Bank charges  105    0    125 
Professional fees  32,540    20,715    105,375 
TOTAL OPERATING EXPENSES  32,645    20,715    105,820 
               
LOSS FROM OPERATIONS  (32,645)   (20,715)   (105,820)
               
OTHER INCOME (EXPENSES)              
Interest income  13    0    13 
               
LOSS BEFORE PROVISION FOR INCOME TAXES  (32,632)   (20,715)   (105,807)
               
PROVISION FOR INCOME TAXES  0    0    0 
               
NET LOSS $(32,632)  $(20,715)  $(105,807)
               
NET LOSS PER SHARE: BASIC AND DILUTED $(0.01)  $(0.01)     
               
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED  2,565,000    2,625,000      

 

See accompanying notes to financial statements.

F-3

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO OCTOBER 31, 2013 

 

  Common stock  Additional paid-in  Deficit
accumulated
during the development
   
  Shares  Amount  capital  stage  Total
Issuance of common stock for cash @ $0.02  2,625,000   $2,625   $49,875   $—     $52,500 
                         
Net loss for the period ended October 31, 2010  —      —      —      (15,192)   (15,192)
                         
Balance, October 31, 2010  2,625,000    2,625    49,875    (15,192)   37,308 
                         
Net loss for the year ended October 31, 2011  —      —      —      (37,268)   (37,268)
                         
Balance, October 31, 2011  2,625,000    2,625    49,875    (52,460)   40 
                         
Net loss for the year ended October 31, 2012  —      —      —      (20,715)   (20,715)
                         
Balance, October 31, 2012  2,625,000    2,625    49,875    (73,175)   (20,675)
                         
Issuance of common stock for cash at $0.05 per share  1,000,000    1,000    49,000    —      50,000 
                         
Cancellation and retirement of common stock  (1,275,000)   (1,275)   1,275    —      0 
                         
Forgiveness of amount due to shareholder  —      —      59,047    —      59,047 
                         
Net loss for the year ended October 31, 2013  —      —      —      (32,632)   (32,632)
                         
Balance, October 31, 2013  2,350,000   $2,350   $159,197   $(105,807)  $55,740 

 

See accompanying notes to financial statements.

F-4

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED OCTOBER 31, 2013 AND 2012

FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO OCTOBER 31, 2013 

 

  Year ended
October 31, 2013
  Year ended
October 31, 2012
  Period from
August 12, 2010
(Inception) to
October 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES              
Net loss for the period $(32,632)  $(20,715)  $(105,807)
Changes in assets and liabilities:              
(Increase) decrease in prepaid expenses  (17,047)   (675)   (17,722)
Increase (decrease) in accrued expenses  1,620    (4,069)   6,070 
Net Cash Used by Operating Activities  (48,059)   (25,459)   (117,459)
               
CASH FLOWS FROM FINANCING ACTIVITIES              
Proceeds from sales of common stock  50,000    0    102,500 
Proceeds from officer loan  42,147    15,400    59,047 
Net Cash Provided by Financing Activities  92,147    15,400    161,547 
               
Net Increase (Decrease) in Cash and Cash Equivalents  44,088    (10,059)   44,088 
               
Cash and cash equivalents, beginning of period  0    10,059    0 
Cash and cash equivalents, end of period $44,088   $0   $44,088 
               
SUPPLEMENTAL CASH FLOW INFORMATION              
Interest paid $0   $0   $0 
Income taxes paid $0   $0   $0 
               
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION              
Forgiveness of amount due to officer recorded as contributed capital $59,047   $0   $59,047 

  

See accompanying notes to financial statements.

F-5

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2013

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

Avante Systems, Inc. (“Avante” and the “Company”) is a development stage company and was incorporated in Nevada on August 12, 2010. The Company was formed for the purpose of developing, manufacturing, and selling a video camera integrated with a 3G mobile phone module specifically for use in schools, child/eldercare facilities, and residences in Asia.

 

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.

 

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted an October 31 fiscal year end.

 

Use of Estimates

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 and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Cash totaling $44,088 is being held in trust by a company owned by the sole officer of Avante Systems, Inc. as of October 31, 2013. The ownership of the company holding the cash was transferred in full to Avante Systems, Inc. on January 28, 2014. All funds withdrawn from that account were used for Avante expenses through October 31, 2013.

 

Fair Value of Financial Instruments

Avante’s financial instruments consist of cash and cash equivalents, prepaid expenses, accrued expenses and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

F-6

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2013

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition

The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.

 

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

As of October 31, 2013, the Company has not issued any stock-based payments to its employees.

 

Recent Accounting Pronouncements

Avante does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

NOTE 2 – PREPAID EXPENSES

 

Prepaid expenses at October 31, 2013 consisted of an advance paid to the Company’s attorney for services to be rendered for periods after the Company’s year-end.

 

NOTE 3 – ACCRUED EXPENSES

 

Accrued expenses consisted of the following at October 31, 2013 and 2012:

 

  2013  2012
Audit fees $4,250   $3,750 
Legal fees  1,220    0 
Accounting fees  600    0 
Transfer agent fees  0    700 
Total Accrued Expenses $6,070   $4,450 

 

NOTE 4 – DUE TO OFFICER

 

During the year ended October 31, 2011, an officer and shareholder loaned the Company $1,500 to help fund operations. The officer loaned an additional $42,147 and $15,400 during the years ended October 31, 2013 and 2012, respectively. During the year ended October 31, 2013, the officer forgave the entire balance due and the amount has been recorded as contributed capital. The balance due to the officer was $0 and $16,900 as of October 31, 2013 and 2012, respectively. The loans were non-interest bearing, unsecured and due upon demand.

 

F-7

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2013

 

NOTE 5 – CAPITAL STOCK

 

The Company has 90,000,000 shares of $0.001 par value common stock authorized and 10,000,000 shares of $0.001 par value preferred stock authorized.

 

During the period ended October 31, 2010, the Company issued 2,625,000 shares of common stock at $0.02 per share for total cash proceeds of $52,500.

 

During the year ended October 31, 2013, the Company issued 1,000,000 shares of common stock at $0.05 per share for total cash proceeds of $50,000.

 

Also during the year ended October 31, 2013, an officer returned and cancelled 1,275,000 shares of common stock.

 

The Company has 2,350,000 shares of common stock issued and outstanding as of October 31, 2013. There are no shares of preferred stock issued and outstanding as of October 31, 2013.

 

NOTE 6 – INCOME TAXES

 

For the year ended October 31, 2013, Avante has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $105,807 October 31, 2013, and will expire beginning in the year 2031.

 

The provision for Federal income tax consists of the following for the periods ended October 31:

 

  2013  2012
Federal income tax benefit attributable to:         
Current operations $11,095   $7,043 
Less: valuation allowance  (11,095)   (7,043)
Net provision for Federal income taxes $0   $0 

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of October 31:

 

  2013  2012
Deferred tax asset attributable to:         
Net operating loss carryover $35,974   $24,879 
Less: valuation allowance  (35,974)   (24,879)
Net deferred tax asset $0   $0 

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $105,807 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

 

F-8

AVANTE SYSTEMS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

OCTOBER 31, 2013

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Avante neither owns nor leases any real or personal property. An officer has provided office space without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

NOTE 8 – LIQUIDITY AND GOING CONCERN

 

Avante has limited working capital, has not yet received revenues from sales of products or services, and has incurred operating losses since its inception. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Avante to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

During the year ended October 31, 2011, an officer and shareholder loaned the Company $1,500 to help fund operations. The officer loaned an additional $42,147 and $15,400 during the years ended October 31, 2013 and 2012, respectively. During the year ended October 31, 2013, the officer forgave the entire balance due and the amount has been recorded as contributed capital. The balance due to the officer was $0 and $16,900 as of October 31, 2013 and 2012, respectively. The loans were non-interest bearing, unsecured and due upon demand.

 

Cash totaling $44,088 is being held in trust by Evolv3D Printers Corp., a company owned by the sole officer of Avante Systems, Inc. as of October 31, 2013. The ownership of Evolv3D Printers Corp. was transferred in full to Avante Systems, Inc. on January 28, 2014 becoming a wholly-owned subsidiary. All funds withdrawn from that account were used for Avante expenses through October 31, 2013.

 

NOTE 10 – SUBSEQUENT EVENTS

 

On January 28, 2014, the Company acquired a 100% ownership interest in Evolv3D Printers Corp. from its sole officer.

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to October 31, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

 

F-9

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending October 31, 2012.

 

Item 9A. Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being October 31, 2013. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of October 31, 2013 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of October 31, 2013, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending October 31, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Item 9B. Other Information

 

None

9

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following information sets forth the names of our current directors and executive officers, their ages as of October 31, 2012 and their present positions.

 

Name Age Position Held with the Company

Yuen Hong Szeto

Room 709-710, 7/F Tower 1,

Silvercord Centre, Tsim Sha Tsui, Kowloon, Hong Kong

36 President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director

 

Set forth below is a brief description of the background and business experience of our executive officer and Directors.

 

Mr. Yuen Hong Szeto was born in Hong Kong and holds a B.A. degree in Mathematics for Commerce. From April 2011 to Feb 2012 Mr. Szeto served as Project Manager at Binyee Technology and Trading Co., Ltd. He oversees and prepares marketing objectives and plans for the company’s product launch in Hong Kong and China, including 2d and 3d printers and its prototyping products and services. From 2007 to Feb 2011 Mr. Szeto served as Account Manager at Richfield Group Holdings Ltd. He oversees projects in property consolidation, assembly and redevelopment. He provides budgeting analysis reports and profit projections in redevelopment projects. He liaises with different parties including: developers, landlords, government authorities, lawyers, surveying and engineering consultants.

 

Our newly-appointed officer and director has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years. At this time, we do not have any written employment agreements or other formal compensation agreements with Yuen Hong Szeto. Compensation arrangements with our officers and directors are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Significant Employees

 

We do not currently have any significant employees aside from Yuen Hong Szeto.

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

10

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

Committees of the Board

 

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.

 

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President and director, Yuen Hong Szeto, at the address appearing on the first page of this annual report.

 

Code of Ethics

 

As of October 31, 2013, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 

11

Item 11. Executive Compensation

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended October 31, 2013 and 2012.

 

SUMMARY COMPENSATION TABLE

Name and

principal position

Year Salary ($)

Bonus

($)

 

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Yuen Hong Szeto, President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer,

Principal Accounting Officer, and Director

2013

2012

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

0

0

 

Xu Hai Bo

Former officer and director

2013

2012 

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Ran Hong Dan

Former officer and director

2013

2012 

0

0

0

0

0

0

0

0

0

0

0

0

0

 

Narrative Disclosure to the Summary Compensation Table

 

We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

 

Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.

 

Stock Option Grants

 

We have not granted any stock options to the executive officers or directors since our inception.

 

12

Outstanding Equity Awards at Fiscal Year-End

 

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of October 31, 2013.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS STOCK AWARDS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

 

 

 

 

 

 

 

 

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

 

 

 

 

 

 

 

 

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

 

 

 

 

 

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

 

 

 

 

 

 

 

 

 

 

 

 

Option

Exercise

Price ($)

 

 

 

 

 

 

 

 

 

 

 

 

Option

Expiration

Date

 

 

 

 

 

 

Number

of

Shares

or Units

of

Stock That

Have

Not

Vested (#)

 

 

 

Market

Value

of

Shares

or

Units

of

Stock

That

Have

Not

Vested ($)

 

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested (#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not Vested (#)

Yuen Hong Szeto - - - - - - - - -

Xu Hai Bo

- - - - - - - - -

Ran Hong Dan

- - - - - - - - -

 

Directors

 

We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.

 

Stock Option Plans

 

We did not have a stock option plan in place as of October 31, 2013.

 

13

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of December 30, 2013 by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

 

Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 2,350,000 shares of Common Stock issued and outstanding.

 

 

Title of class

Name and address

of beneficial owner

Amount of

beneficial ownership

Percent

of class

Common

Yuen Hong Szeto

Room 709-710, 7/F Tower 1,

Silvercord Centre, Tsim Sha Tsui, Kowloon,

Hong Kong

1,000,000 42%
All Officers and Directors as a Group (one person) 1,000,000 42%
Other 5% owners
None.

  

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Except as provided below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.

 

On April 19, 2013, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our prior officers and directors, Xu Hai Bo and Ran Hong Dan. Pursuant to the Agreement, we transferred all assets and business operations associated with our cellular video camera to Xu Hai Bo and Ran Hong Dan. In exchange, Xu Hai Bo and Ran Hong Dan agreed to cancel their 1,275,000 shares in our company and assume and cancel all liabilities relating to our former business, including officer loans amounting to $20,650.

 

On April 19, 2013, we issued 1,000,000 shares of our common stock pursuant to Regulation S of the Securities Act of 1933, as amended, to Yuen Hong Sezto. We received proceeds of $50,000 from the offering.

 

Cash totaling $44,088 is being held in trust by Evolv3D Printers Corp., a company owned by the sole officer of Avante Systems, Inc. as of October 31, 2013. The ownership of Evolv3D Printers Corp. was transferred in full to Avante Systems, Inc. on January 28, 2014 becoming a wholly-owned subsidiary. All funds withdrawn from that account were used for Avante expenses through October 31, 2013.

 

As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin Board does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.

 

Item 14. Principal Accounting Fees and Services

 

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements and the reviews of the Company’s quarterly financial statements.

 

Financial Statements for the
Year Ended October 31
Audit Services Audit Related Fees Tax Fees Other Fees
2013 $9,500 $0 $0 $0
2012 $10,000 $0 $0 $0

 

14

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

(a) Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

(b) Exhibits

 

Exhibit Number Description
3.1 Articles of Incorporation, as amended (1)
3.2 Bylaws, as amended (1)
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101** The following materials from the Company’s Annual Report on Form 10-K for the year ended October 31, 2010 formatted in Extensible Business Reporting Language (XBRL).

 

1Incorporated by reference to the Registration Statement on Form S-1 filed on December 21, 2010.

 

15

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Avante Systems, Inc.

 

By: /s/ Yuen Hong Szeto

Yuen Hong Szeto

President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

 

February 10, 2014

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 

 

By: /s/ Yuen Hong Szeto

Yuen Hong Szeto

President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

 

February 10, 2014

 

 

16