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Galvin James and Peggy · SC 13D/A · Advanced Lumitech Inc · On 5/4/05

Filed On 5/4/05 11:16am ET   ·   SEC File 5-56201   ·   Accession Number 1058217-5-56

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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/04/05  Galvin James and Peggy            SC 13D/A               1:11   Advanced Lumitech Inc             1058217

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13d/A #1                                     11     42K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
3Item 1. Security and Issuer
"Item 2. Identity and Background
"Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of Transaction
4Item 5. Interest in Securities of the Issuer
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7. Material to be filed as Exhibits
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================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Advanced Lumitech, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 00758W 10 3 -------------------------------------------------------------------------------- (CUSIP Number) David J. Brown, Choate, Hall & Stewart, Exchange Place, 53 State Street, Boston, MA 02109, 617-248-4056 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 5, 2003 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rules 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================
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SCHEDULE 13D -------------------------- ------------------------ CUSIP No. 00758W 10 3 Page 2 of 17 -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) James Galvin and Peggy Galvin, JTWROS ("Galvin") -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 8,857,144 shares of Common Stock EACH -------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH: 0 -------------------------------------------------- 10. SHARED DISPOSITIVE POWER 8,857,144 shares of Common Stock -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,857,144 shares of Common Stock -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.857% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER (a) ISSUER: Advanced Lumitech, Inc. (the "Company") Address: 8c Pleasant Street., First Floor, South Natick, MA 01760 (b) TITLE OF THE CLASS OF EQUITY SECURITIES: Common Stock, $.001 par value ("Common Stock") ITEM 2. IDENTITY AND BACKGROUND James Galvin (a) Name: James Galvin -------------------------- (b) Residence or Business Address: 9 Bluestone Path, Natick, Massachusetts 01760 -------------------------------------------------- (c) Principal Occupation: President and Owner of Galvin Electric Company, a privately owned electric subcontractor company. -------------------------------------------------------------- (d) Criminal Proceedings: None ----------------- (e) Civil Proceedings: None ------------- (f) Citizenship: United States --------------------------- Peggy Galvin (a) Name: Peggy Galvin -------------------------- (b) Residence or Business Address: 9 Bluestone Path, Natick, Massachusetts 01760 -------------------------------------------------- (c) Principal Occupation: Housewife -------------------------- (d) Criminal Proceedings: None ----------------- (e) Civil Proceedings: None ------------- (f) Citizenship: United States --------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Galvin used $250,000 of personal funds to acquire the 3,571,430 shares of Common Stock purchased from the Company. ITEM 4. PURPOSE OF TRANSACTION On October 3, 2003, Galvin acquired 1,785,715 shares of the Common Stock, $.001 par value, of Advanced Lumitech, Inc., a Nevada corporation (the "Company"), for a purchase price of $.07 per share. In connection with his investment Galvin received one warrant to purchase an additional 3,571,429 shares of the Company's Common Stock at an exercise price of $.07 per share on or before December 2, 2003. On November 5, 2003, Galvin exercised half of this warrant to purchase an additional 1,785,715 shares of the Company's Common Stock at an exercise price of $.07. In connection with the exercise of this warrant the Company granted Galvin a second warrant to purchase an additional 3,500,000 shares of the Company's Common Stock at an exercise price of $.10 per share on or before January 31, 2004. Galvin has acquired the shares of the Company's Common Stock for investment. -3-
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate shares of the Company's Common Stock beneficially owned by Galvin: 8,857,145 shares of the Company's Common Stock, representing 8.857% of the Company's issued and outstanding shares of Common Stock. (b) The number of shares of the Company's Common Stock with respect to which James Galvin has: Sole voting power: 0; Shared voting power: 8,857,145 shares; Sole dispositive power: 0; and Shared dispositive power: 8,857,145 shares. The number of shares of the Company's Common Stock with respect to which Peggy Galvin has: Sole voting power: 0; Shared voting power: 8,857,145 shares; Sole dispositive power: 0; and Shared dispositive power: 8,857,145 shares. (c) As of the date of the transaction reported on this form 13D there have been no transactions in the Company's Common Galvin that were affected during the past 60 days or since the most recent filing on Schedule 13D by Galvin. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities listed above. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As indicated, on October 3, 2003, Galvin acquired 1,785,715 shares of the Common Stock, $.001 par value, of Advanced Lumitech, Inc., a Nevada corporation (the "Company"), for a purchase price of $.07 per share. In connection with his investment Galvin received one warrant to purchase an additional 3,571,429 shares of the Company's Common Stock at an exercise price of $.07 per share on or before December 2, 2003. On November 5, 2003, Galvin exercised half of this warrant to purchase an additional 1,785,715 shares of the Company's Common Stock at an exercise price of $.07. In connection with the exercise of this warrant the Company granted Galvin a second warrant to purchase an additional 3,500,000 shares of the Company's Common Stock at an exercise price of $.10 per share on or before January 31, 2004. Item 7. Material to be filed as Exhibits Second Warrant Agreement issued by the Company to Galvin. -4-
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Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date November 5, 2003 Signature /s/ Galvin --------------------------------- Name/Title/Galvin The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -5-
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Exhibit 10.1 ADVANCED LUMITECH, INC., d/b/a BRIGHTEC STOCK PURCHASE WARRANT The Warrant represented by this certificate has not been registered under the Securities Act of 1933, and such Warrant may not be sold or transferred unless such sale or transfer is in accordance with the registration requirements of the Securities Act of 1933, as at the time amended, or in conformity with the limitations of Rule 144 or similar rule as then in effect under such Act, or unless some other exemption from the registration requirements of such Act is available with respect thereto. Warrant No. 03.003 Number of Shares 3,500,000 ------------------ -------------------------- ADVANCED LUMITECH, INC., d/b/a BRIGHTEC COMMON STOCK, $.001 PAR VALUE VOID AFTER JANUARY 31, 2004 This Warrant is issued to James Galvin (JG) located at 164 Adams Street, Newton, Massachusetts 02458 - USA by ADVANCED LUMITECH, INC., d/b/a BRIGHTEC a Nevada corporation (hereinafter with its successors called the "Company"). For value received and subject to the terms and conditions hereinafter set out, the holder of this Warrant, commencing November 5th, 2003, is entitled upon surrender of this Warrant, with the subscription form annexed hereto duly executed, at the office of the Company, 396 Washington Street, Suite 314, Wellesley Hills, Massachusetts 02481, or such other office as the Company shall notify to the registered holder hereof in writing, to purchase from the Company at an initial purchase price of 10.00 Cents ($0.10) per share, 3,500,000 (three millions and five hundred thousand) fully paid and nonassessable shares of Common Stock, $.001 par value (the "Common Stock"), of the Company. This Warrant may be exercised in part, and the registered holder shall be entitled to receive a new warrant covering the number of shares in respect of which this Warrant shall not have been exercised. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date on which this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed. Until such time as this Warrant is exercised or terminates, the purchase price payable and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. I. This Warrant shall expire at the close of business on January 31st, 2004, and shall be void thereafter. -6-
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II. The Company covenants that it will at all times reserve and keep available a number of its authorized shares of its Common Stock, free from all pre-emptive rights therein, which will be sufficient to permit the exercise of this Warrant. The Company further covenants that such Common Stock as may be issued pursuant to the exercise of this Warrant will, upon issuance, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. III. If the Company shall at any time prior to the expiration of this Warrant subdivide its outstanding Common Stock, by split-up or otherwise, or combine its outstanding Common Stock, or issue additional shares of its capital stock in payment of a stock dividend in respect of its Common Stock, the number of shares issuable on the exercise of the unexercised portion of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the purchase price then applicable to shares covered by the unexercised portion of this Warrant shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination. IV. In case of any reclassification, capital reorganization, or change of the outstanding Common Stock of the Company (other than as a result of a subdivision, combination or stock dividend), or in case of any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock of the Company), or in case of any sale or conveyance to another corporation or other business organization of the property of the Company, as an entirety or substantially as an entirety, at any time prior to the expiration of this Warrant, then, as a condition of such reclassification, reorganization, change, consolidation, merger, sale or conveyance, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the holder of this Warrant, so that the holder of this Warrant shall have the right prior to the expiration of this Warrant to purchase, at a total price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation, merger, sale or conveyance by a holder of the number of share of Common Stock of the Company which might have been purchased by the holder of this Warrant immediately prior to such reclassification, reorganization, change, consolidation, merger, sale or conveyance, and in any such case appropriate provisions shall be made with respect to the rights and interest of the holder of this Warrant to the end that the provisions hereof (including without limitation, provisions for the adjustment of the purchase price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable in relation to any shares of stock, and other securities and property thereafter deliverable upon exercise hereof. V. In no event shall any fractional share of Common Stock of the Company be issued upon any exercise of the warrant granted hereunder. If, upon exercise of this Warrant as an entirety, the registered holder would, except as provided in this Section 5, be entitled to receive a fractional share of Common Stock, then the Company shall issue the next higher number of full shares of Common Stock, issuing a full share with respect to such fractional share. -7-
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VI. If at any time prior to the expiration or exercise of this Warrant, the Company shall pay any dividend or make any distribution upon its Common Stock or shall make any subdivision or combination of, or other change in its Common Stock, the Company shall cause notice thereof to be mailed, first class, postage prepaid, to the holder of this Warrant at least ten full business days prior to the date as of which holders of Common Stock who shall participate in such dividend, distribution, subdivision, combination or other change are to be determined. Such notice shall also specify the time as of which holders of Common Stock who shall participate in such dividend or distribution are to be determined. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any dividend or distribution. VII. A. The Company will maintain a register containing the names and addresses of the holders of the Warrants. The "registered holder" of any Warrant shall be the person in whose name such Warrant is registered in said warrant register. Any registered holder of this Warrant may change his address as shown on the warrant register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the registered holder may be given by registered mail, or delivered to such registered holder at its address as shown on the warrant register. B. This Warrant, and the rights evidenced hereby, are subject to restriction on transfer set forth in Federal and State securities laws and may not be offered for sale, sold, transferred or otherwise disposed of unless registered under The Securities Act of 1933, as amended, and applicable state securities laws, or unless an exemption therefrom is available. Permissible transfers of this Warrant, and the rights evidenced hereby, may be made by any registered holder hereof with respect to any or all of the shares purchasable hereunder. Upon presentation of this Warrant to the Company for transfer as an entirety by the registered holder, the Company shall issue a new warrant of the same denomination to the assignee. Upon presentation of this Warrant to the Company by the registered holder for such transfer with respect to a portion of the shares of Common Stock purchasable hereunder, the Company shall issue a new warrant to the assignee, in such denomination as shall be requested by the registered holder hereof, and shall issue to such registered holder a new warrant covering the number of shares in respect of which this Warrant shall not have been transferred. . C. In the event any stockholders of the Company are granted registration rights in the future to register shares of the Company's capital stock under the Securities Act of 1933, as amended, the holder of this Warrant or the shares issued on exercise hereof shall be entitled to substantially similar registration rights with respect to the shares. D. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company may issue a new warrant of like tenor and denomination and deliver the same (a) in exchange and substitution for and upon surrender and cancellation of any mutilated Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed, upon receipt of evidence satisfactory to the Company of the loss, theft or destruction of such Warrant (including a reasonably detailed affidavit with respect to the circumstances of any loss, theft, or destruction) and of indemnity satisfactory to the Company. VIII. Subject to compliance with applicable Federal and State securities law and certain restrictions on transfer referred to in Section 7B, this Warrant and all rights hereunder are transferable in whole or in part, at the office or agency of the Company at which this Warrant is exercisable by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the assignment hereof properly endorsed. Until transfer hereof on the books of the Company, the Company may treat the registered holder hereof as the owner hereof for all purposes. -8-
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IX. Unless a current registration statement under the Securities Act of 1933, as amended, shall be in effect with respect to the securities to be issued upon exercise of this Warrant, the holder hereof, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of securities acquired upon exercise hereof, such holder will deliver to the Company a written statement that the securities acquired by the holder upon exercise hereof are for the own account of the holder for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and with no present intention (at any such time) of offering and distributing such securities (or any portion thereof). Further, the holder shall comply with such provisions of applicable State securities laws as counsel to the Company shall advise. X. The provisions and terms of this Warrant shall be construed in accordance with the laws of the Commonwealth of Massachusetts. ADVANCED LUMITECH, INC., d/b/a BRIGHTEC By:____________________________________ Patrick Planche, President (Corporate Seal) Attest: ----------------------------------------- -9-
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FORM OF SUBSCRIPTION To: Advanced Lumitech, Inc., d/b/a Brightec Date: / / The undersigned hereby subscribes for 3,500,000 shares of Common Stock of ADVANCED LUMITECH, INC., d/b/a BRIGHTEC covered by this Warrant #03.003. The certificate(s) for such shares shall be issued in the name of the undersigned or as otherwise indicated below: James J. Galvin Name JAMES AND PEGGY GALVIN Name for Registration 9 Bluestone Path Natick, MA 01760 USA Mailing Address
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FORM OF ASSIGNMENT For value received _____________________ hereby sell, assign and transfer unto ________________________________________________________________________________ ________________________________________________________________________________ Please print or typewrite name and address of Assignee the within Warrant, and do hereby irrevocably constitute and appoint ___________ ___________ Attorney to transfer the within Warrant on the books of the within named Corporation with full power of substitution on the premises. Dated:_____________________________ By:________________________________ In the presence of: ____________________________________

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This SC 13D/A Filing   Date First   Last      Other Filings
10/3/0334
11/5/0315
12/2/0334
1/31/0436
Filed On / Filed As Of5/4/054/A, SC 13D, 4
 
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