Fortress Financial Group/Inc/WY · 10-Q · For 12/31/98

Filed On 5/17/99   ·   SEC File 0-24262   ·   Accession Number 802206-99-2

Quarterly Report   —   Form 10-Q
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      18±    85K 
 2: EX-27     ƒ Financial Data Schedule                                1      6K 

10-Q   —   Quarterly Report
Document Table of Contents

UNITED STATES   
SECURITIES EXCHANGE CONMSSION   
Washington, D.C. 20549    

FORM 10-Q   

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  

THE SECURITIES EXCHANGE ACT OF 1934   

For quarter ended         
March 31, 1998        

Commission file number: 0-24262   

ADVEN INC.    

(Exact name of registrant as specified in charter)    

WASHINGTON                         91-1363905   
(State or other jurisdiction of      (IRS Employer identification No.)    
incorporation or organization)                                          

3653 Hemlock Court, Reno, Nevada              89509             
(Address of principal executive offices)        (Zip Code)              

Registrant's telephone number, including area code.....      702-829-8812       

Securities registered pursuant to Section 12(b) of the Act: NONE                

Securities registered pursuant to Section 12(g) of the Act: NONE                

Indicate by check mark 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 such shorter period     
that the registrant was required to file such reports), and (2) has been        
subject to such filing requirements for at least the past 90 days.  Yes X No    

State the aggregate market value of the voting stock held by    
non-affiliates of the registrant.  The aggregate market value shall be          
computed by reference to the price at which stock was sold, as of a specified   
date within 60 days prior to the date of filing.                                

   As of December 31, 1998, the Company had 5,469,667 shared of common
stock issued and outstanding, and on March 31, 1997, the Company had            
5,469,667 shares of common stock issued and outstanding, 859,700 of these       
shares being held by non-affiliates of the registrant.  The aggregate market    
value of the voting stock held by non-affiliates of the registrant, based on    
the closing bid price of such stock, as of March 31, 1998 is $51,582.,          
based upon $.06 mulitiplied the 859,700 shares of common stock held by          
non-affiliates.                                                                 

PART I  

Item 1. Description of Business.                                                

A.      General Description of Business                                         

ADVEN, INC., a Washington corporation (the "Company"), was      
incorporated on August 22'nd, 1986.  Adven, Inc. began conducting business      
through its wholly owned subsidiary, Surface Technologies, Inc. ("STI").        
STI manufactures a cushioned playground surface which is sold primarily to      
restaurants, schools, parks and other entities which provide playgrounds for    
children.  STI operates under a license from SAFEPAC, Inc., whereby SAFEPAC     
has authorized STI to use a patent in the production of the product and its     
registered trademark "SAFE-T-TURF".                                             

The Company was not able to obtain profitability as expected, due to poor       
performance by its dealer network, which faced too many installations and       
warranty problems.  As a result, by the end of fiscal 1989, the Company was     
inactive and nearly insolvent.                                                  

On December 28, 1990, the Company transferred its interest in STI to a          
creditor in full satisfaction of a debt.  The company did not engage in         
active business in 1991, 1992, 1993, 1994 and 1995.                             

On December 29, 1993, a shareholder meeting was held, at which the existing     
officers and directors resigned, and new officers and directors were elected.   
The Company's outstanding shares were reversed one for four, and a new block    
of treasury shares representing control of the company were issued to the new   
officers and directors.                                                         

During 1993, 1994 and 1995 the Company actively sought business acquisitions    
and opportunities and funding for those efforts.                                

On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply            
and Licensed Manufacturing Agreement (the "Agreement") with DIS International   
(Marketing) Inc., a Barbados corporation ("DIS").  Pursuant to the Agreement,   
the Company received the exclusive right to formulate, manufacture, sell,       
distribute and put into use an oil-absorbent urethane foam (currently marketed  
under the name Zorbolite) in Australia and New Zealand.                         

This oil-absorbent urethane foam ("Zorbolite") has been blended with            
various additives and concentrates through a process that changes the           
structure of the foam, allowing the foam to absorb hydro carbon liquids.        
Zorbolite has many potential industrial and consumer applications related       
to cleaning oil based pollutants.                                               

Item 2. Description of Property.                                                

The Company uses the office of its president, located at 3653 Hemlock Court,    
Reno, Nevada, 89509, provided at no expense to the Company                      

Item 3. Legal proceedings.                                                      

The Company is not involved in any threatened or pending legal proceeding.      

Item 4. Submission of Matters to a Vote of Security Holders.                    

The Company did not submit any matters to a vote of Security holders during     
1997.                                                                           

PART II                                                                         

Item 5. Market for the Registrant's Common Equity and Related Matters.          

Market Information:                                                             

The Common Stock of the Company began trading over the counter on December      
3,1996.  The following table sets forth for the period indicated the            
range of high and low representative bid quotations for the Company's Common    
Stock.                                                                          

Fiscal Year Ended December 31, 1998   

                   Bid

                  High                           Low

Year Ended Dec. 31, 1997      0.40                           0.06           

(b) Holders                                                                     

The Company had approximately 140 shareholders of record as of March 31,        
1999, which number does not include shareholders whose shares are held in       
street or nominee names.                                                        

(c) Dividends                                                                   

The Company has never paid a cash dividend on its common stock and does not     
expect to pay one in the foreseeable future.  Payment of dividends in the       
future will depend on the Company's earnings (if any) and its cash              
requirements at that time.  Management does not plan any stock dividend.        

Item 6. Selected Financial Data                                                 

The selected financial data presented below was derived from the audited        
financial statements of the Company.  The data should be read in conjunction    
with the Company's financial statements and the accompanying notes and          
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations."                                                                    

Selected Operating Information  
Year Ending December 31, 1995   
Adven, Inc.   
Consolidated    

As at and for the Years Ended December 31,                                      

                      1994     1995     1996     1997   1998
  Operating Revenue        Nil     Nil      Nil      1,343    25,180
  Income (Loss)           (28,907) (6,416)  (1,844)  (8,794)  11,975
from operations                                                 
 Income (Loss)           (0.02)   Nil      (.0011)  (.0016)  .0022
per common share                                                
      Total Assets             23,187  15,635   13,391   1,710,604 1,609,639
    Long Term Obligations    Nil     Nil      Nil      505,100   389,160
Redeemable Preferred Stock       Nil      Nil      Nil      Nil 
Cash Dividends           Nil     Nil      Nil      Nil      Nil 
per common share                                                

Item 7. Management's discussion and Analysis of Financial condition and         
Results of Operation.                                                           

Financial Condition                                                             

      On January 15, 1997, an S-8 filing acknowledged the payment to John B.
Lowy, 80,000 common shares as payment for services.  The S-8 filing is          
incorporated by referrence to such filing.                                      

    On March 13, 1997, the Company sold an aggregate of 2,666,666 shares
of its Common Stock to a foreign company for an aggregate of $1,000,000.        
The Company issued an aggregate of 533,000 shares to another foreign entity     
as finders fee related to the aforementioned $1,000,000 sale.                   

   Subsequent to the Company's year end, Dec 31, 1977, the Company has
an additional note receivable of $150,000 with a maturity of less than one      
year.                                                                           

During 1998, the Company received common stock valued at $397,523 from a        
related corporation (see Note 2) as payment on several notes receivable.        

The Business and Strategy                                                       

    On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply
and Licensed Manufacturing Agreement (the "Agreement") with DIS International   
(Marketing) Inc., a Barbados corporation ("DIS").  Pursuant to the Agreement,   
the Company received the exclusive right to formulate, manufacture, sell,       
distribute and put into use an oil-absorbent urethane foam (currently marketed  
under the name Zorbolite) in Australia and New Zealand.                         

  Pursuant to the Agreement, the Company is required to purchase the
materials required to manufacture Zorbolite from DIS or its affiliates.         
Commencing in the first quarter of 1998, the Company is required to purchase    
a minimum of $50,000 of materials per quarter.                                  

     The term of the Agreement is five years; however, the Company has the
right to renew the Agreement for successive five year periods, provided the     
Company is not in default under the Agreement at that time.  DIS has the right  
to terminate the Agreement upon 60 days written notice in the event that the    
Company fails to meet its obligations under the Agreement or acts in a manner   
prohibited under the Agreement.  The Company has a right to cure any            
deficiency within the 60 day period.  The Company's principal obligations       
under the Agreement are to pay the balance of the licensing fee ($500,000)      
and purchase minimum quotas of materials from DIS and to manufacture and        
exploit the sale and distribution of Zorbolite in the Territory.  DIS also has  
the right to terminate the Agreement upon the happening of certain events       
related to the bankruptcy or insolvency of the Company.                         

     As consideration for the Agreement, the Company has paid $625,000 and
is obligated to pay an additional $375,000 within the next six months.  The     
amount and terms of the foregoing consideration were negotiated between the     
Company and DIS.                                                                

The initial $625,000 was paid from the proceeds of the Company's
Regulation S offering (see "Item 9 Notes to Financial Statements, Sales of      
Equity Securities Pursuant to Regulation S").  The Company plans to use the     
balance of the proceeds from the Regulation S offering to purchase equipment    
and hire personnel.  Management plans to raise the remaining $375,000           
required to be paid under the Agreement from the sale of securities.  No        
assurance can be given that the Company will be able to raise sufficient        
funds.                                                                          

Results of Operations                                                           

The Company has had little to no revenues for the past three fiscal years, the  
Company expects revenues to begin in the second half of 2000 subsequent to      
the establishment of a manufacturing and marketing distribution center in       
Australia or New Zealand.                                                       

Item 8. Financial Statements.                                                   

The report of independent certified public accountants is attached hereto as    
Exhibit A. See index to financial statements at page 11.                        

Item 9. Changes in and Disagreements with Accountants or Accounting and         
Financial Disclosure.                                                           

None.                                                                           

PART III                                                                        

Item 10.  Directors and Executive Officers of the Registrant                    

Identification of Directors and Executive Officers                              

The present directors and executive officers and significant employees of the   
Company, their positions held in the Company, and duration as such, are as      
follows:                                                                        

Name            Position                Since                   
Henri Hornby    President / Director    12/29/93                
Neil F. Hornby  Secretary / Director    12/29/93                
Family Relationships                                            

Henri Hornby, President and Director, and Neil F. Hornby, Secretary and         
Director, are brothers.                                                         

Significant Employers                                                           

None, other than officers of the Company.                                       

HENRI HORNBY has been self employed, managing his personal investments since    
1989.  From October 1988 to November 1989 he was the Chairman of the Board      
of Directors and the sole shareholder of Advent Securities, Inc., a Utah        
corporation, then licensed by the Commission as a broker/dealer.  Advent        
began its retail brokerage business in January 1989.  From January 1985 to      
December 1988, Mr. Hornby was a partner of International Projects Group of      
San Jose, California, a management consulting and public relations firm.        

Mr. Hornby has been an officer and director of five "blank check" companies:    
Yarborough Ventures Corporation (now Elegant Illusions, Inc. ("Ell"));          
Mont Blanc Resources, Inc. (now Grafix Time Corporation ("GTC")); Mont Rouge    
Resources, Inc. (now American Digital Communications, Inc. ("AMDC" or/and       
"Mont Rouge")); Zenith Ventures Corporation ("Zenith")); and Adven, Inc.        

In November, 1992, Ell completed a public offering of 137,800 Units at $1.00    
per Unit.  In May 1993, Ell acquired all of the outstanding stock of Elegant    
Illusions, Inc., a retailer of copy jewelry, in exchange for 13,400 shares      
of Ell common stock.  The Company changed its name to Elegant Illusion, Inc.    
and Mr. Hornby and the other officers and directors of Ell resigned following   
the transaction.                                                                

In March, 1987, GTC completed a public offering of 371,000 Units at $1.00       
each.  In May, 1987, GTC acquired all of the outstanding common stock of        
Movies Marketing, Inc. ("Movies"), a manufacturer and marketer of watches and   
electronic buttons and badges, in exchange for 4,000,000 shares of GTC common   
stock.  Mr. Hornby and the other officers and directors of GTC resigned         
following the transaction.  Mr. Hornby does not know the current status of      
this company.                                                                   

Mont Rouge completed a public offering 792,970 Units at $1.00 each in           
December of 1987.  On March 1, 1988, Mont Rouge signed an agreement to          
acquire American Fidelity Holding Company ("AFH"), a company engaged in the     
purchase and sale of second mortgages.  As a result of this transaction,        
Mr. Hornby and the other officers and directors of Mont Rouge resigned.  As     
a consequence of the acquisition, Mont Rouge transferred $798,184 to AFH.       
AFH depleted all of the funds transferred to it by Mont rouge and, by about     
March, 1989, AFH closed its offices.  Thereafter, Mr. Hornby confronted the     
then current management of Mont Rouge and negotiated a rescission of the        
acquisition.  All of the shares issued pursuant to the acquisition were         
returned to Mont Rouge, however, Mont Rouge was unable to retrieve any of       
the $792,184 from AFH.  In September 1993, Mont Rouge changed, its name to      
American Digital Communication, Inc., and acquired SMR (Specialized Mobile      
Radio) cellular channel licenses and operations.                                

In January, 1989, Zenith completed a public offering of 510,000 Units at        
$1.00 each.  In February, 1989, Zenith acquired all of the outstanding common   
stock of Epic Industries, Inc., a manufacturer of specialized computer chips,   
in exchange for 3,200,000 shares of Epic's common stock.  Mr. Henri Hornby      
and all the officers and directors of Zenith resigned following the             
transaction.  In 1993, Epic ceased doing business.                              

In December of 1993, Henri Hornby purchased a controlling interest of 85 % of   
the issued and outstanding stock of Adven, Inc., representing 1,393,301         
shares.  He then brought Adven, Inc. up to date with its audited financial      
statements and with its filings with the Securities Exchange Commission.        

NEIL F. HORNBY has been President and Director of RAT International             
(Marketing) Limited, a company listed on the Vancouver Stock Exchange that      
holds the worldwide rights for certain proprietary encryption software          
programs, since July, 1993.  Neil F. Hornby has been President and Director     
of Strategic Planning Group, Inc., a Nevada corporation, since December 15,     
1992.  Also, Mr. Hornby has been Secretary and Director of Adven, Inc.,         
since December 29, 1993.  Mr. Hornby was a partner in Western Wireless, Inc.,   
an engineering firm, from 1989 to 1992.  Mr. Hornby was President of Hamilton   
Williams & Co., San Jose, a full service licensed broker/dealer from 1988 to    
1989.  From 1986 to 1988 he was Executive Administrator for International       
Projects Group, a management consulting and public relations firm.              

Mr. Neil F. Hornby is the brother of Henri Hornby.  Both Neil F. Hornby and     
Henri Hornby devote approximately 10 % of their time to the Company's           
business.                                                                       

Item 11.  Executive Compensation                                                

Cash Compensation                                                               

No cash compensation has been paid to the officers and directors of the         
Company.                                                                        

Compensation Pursuant to Plans                                                  

No compensation was paid to executive officers pursuant to any plan during      
the fiscal year just ended, and the Company has no agreement or understanding,  
express or implied, with any officer or director concerning employment or       
cash compensation for services.                                                 

Other compensation                                                              

None.                                                                           

Item 12.  Security Ownership of Certain Beneficial Owners and Management        

The following table sets forth as of March 25'TH, 1997, the names of persons    
who own of record, or were known by the Company to own beneficially, more       
than five percent of its total issued and outstanding common stock and the      
beneficial ownership of all such stock as of that date by officers and          
directors of the Company and all such officers and directors as a group.        
Except as otherwise noted, each person listed below is the sole beneficial      
owner of the shares and has sole investment and voting power as such shares.    
No person listed below has any option, warrant o r other right to acquire       
additional securities of the Company, except as may be otherwise noted.         

             Name and Address        Amount&Nature Percent
           of Beneficial          of Beneficial   of
Title of Class       Owner              Ownership      Class    

Common Stock                                                    
par value .0001                                                 

SAME             Henri Hornby*          1,393,301      25.0 %   

Vanuatu International         
              Trust Company Ltd.     2,666,666      48.8 %

Kennington Investments,       
              Ltd.                     533,000       9.7 %

DIS International (Marketing),
              Ltd.                     550,000      10.1 %

All officers and directors                      1,393,301      25.0 %           

*Officers and directors                                                         

The Company's management knows of no affiliations between the   
foregoing entities or any arrangements between them with regard to the          
election of directors or other matters.                                         

   Vanuata International Trust Company Ltd. is a trust organized under
the laws of Vanuata, whose trustee is Lindsay Barret.                           

    Kennington Investments, Ltd. is a corporation incorporated under the
laws of the Bahamas whose principal officers are Robert Montgomery/President    
and M.K. Parcell/Secretary.                                                     

   DIS International (Marketing) Inc. is a corporation organized under
the laws of Barbados whose sole officer is Margaret Bruce/President.            

Item 13.  Certain Relationships and Related Transactions.                       

    On March 17, 1997, ADVEN, Inc. (the "Company") entered into a Supply
and Licensed Manufacturing Agreement (the "Agreement") with DIS International   
(Marketing) Inc., a Barbados corporation ("DIS").  Pursuant to the Agreement,   
the Company received the exclusive right to formulate, manufacture, sell,       
distribute and put into use an oil-absorbent urethane foam (currently marketed  
under the name Zorbolite) in Australia and New Zealand.                         

    This oil-absorbent urethane foam ("Zorbolite") has been blended with
various additives and concentrates through a process that changes the           
structure of the foam, allowing the foam to absorb hydro carbon liquids.        
Zorbolite has many potential industrial and consumer applications related       
to cleaning oil based pollutants.                                               

    On March 13, 1997, the Company sold an aggregate of 2,666,666 shares
of its Common Stock to a foreign company for an aggregate of $1,000,000.        
The Company issued an aggregate of 533,000 shares to another foreign entity     
as finders fee related to the aforementioned $1,000,000 sale.                   

  Pursuant to the Agreement, the Company is required to purchase the
materials required to manufacture Zorbolite from DIS or its affiliates.         

     The term of the Agreement is five years; however, the Company has the
right to renew the Agreement for successive five year periods, provided the     
Company is not in default under the Agreement at that time.  DIS has the right  
to terminate the Agreement upon 60 days written notice in the event that the    
Company fails to meet its obligations under the Agreement or acts in a manner   
prohibited under the Agreement.  The Company has a right to cure any            
deficiency within the 60 day period.  The Company's principal obligations       
under the Agreement are to pay the balance of the licensing fee ($375,000)      
and purchase minimum quotas of materials from DIS and to manufacture and        
exploit the sale and distribution of Zorbolite in the Territory.  DIS also has  
the right to terminate the Agreement upon the happening of certain events       
related to the bankruptcy or insolvency of the Company.                         

     As consideration for the Agreement, the Company has paid $625,000 and
is obligated to pay an additional $375,000, and has issued 550,000 shares of    
its restricted common stock to DIS.  The amount and terms of the foregoing      
consideration were negotiated between the Company and DIS.                      

The initial $625,000 was paid from the proceeds of the Company's
Regulation S offering (see "Item 9 of Notes to Financial Statements, Sales      
of Equity Securities Pursuant to Regulation S").  The Company plans to use      
the balance of the proceeds from the Regulation S offering to purchase          
equipment and hire personnel.  Management plans to raise the remaining          
$375,000 required to be paid under the Agreement from the sale of securities.   
No assurance can be given that the Company will be able to raise sufficient     
funds.                                                                          

During 1997, Adven, Inc. loaned Wincanton Corporation a total of $ 1 00,000 at  
1O% interest per annum, to be paid one year from the dates of issuance.         

During 1998, Adven, Inc. loaned Wincanton Corporation an additional $275,000    
also at 10% interest per annum.  These notes were also to be paid one year      
from the dates of issuance.  Wincanton Corporation repaid $4,000 on the notes   
during 1998.  On October 7, 1998, the Company exchanged the total notes         
receivable balance of $371,000, plus accrued interest to date of $23,444, for   
1,806,924 share of Wincanton Corporation stock.  This transaction resulted in   
a gain of $3,079.  As of December 31, 1998, Adven, Inc. owns 15.96% of          
Wincanton Corporation.                                                          

PART IV         

Item 14.  Exhibits and Reports on Form 8-K                                      

(a)     Exhibits: (1) Financial Statements - The Company's audited financial    
statements for the year ended December 31, 1998, are attached hereto as         
Exhibit A.                                                                      

(b)     Reports on Form 8-K.  The following report on form 8-K was filed by     
the Company during the fourth quarter of the fiscal year ended December 31,     
1996.                                                                           

  The Company filed an 8-K on March 21, 1997, which is incorporated by
reference to such filing.                                                       

SIGNATURES      

In accordance with Section 13 or 15(d) of the Securities Exchange Act of        
1934, the Registrant caused this Report to be signed on its behalf by the       
undersigned, thereto duly authorized individual.                                

ADVEN, INC.     

By              
                   Henri Hornby/President and Director

In accordance with 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.                                   

                 Name/Title                   Date

                         Henri Hornby                 May 16, 1999
Henri Hornby    
    President / Director

                         Neil F. Hornby               May 16, 1999
Neil F. Hornby  
  Secretary Director

Exhibit A                                                                       
Audited                                                                         
Financial Statements                                                            

MARK BAILEY & CO.  LTD.                                                         

Certified Public Accountants                    
Management Consultants                          

Office Address:         Mailing Address:                        
     1495 Ridgeview Drive, Ste. 200  Phone: 775/332.4200     P.O. Box 6060
  Reno, Nevada 89509-6634 Fax: 775/332.4210       Reno, Nevada 89513

Independent Auditors' Report                                                    

Board of Directors                                                              
Adven, Inc.                                                                     

We have audited the accompanying balance sheet of Adven, Inc. as of December    
31, 1998 and the related statements of income, stockholders' equity, and cash   
flows for the year then ended.  These financial statements are the              
responsibility of the Company's management.  Our responsibility is to express   
an opinion on these financial statements based on our audit.  The financial     
statements of Adven, Inc. as of December 31, 1997 and 1996 were audited by      
other auditors whose report dated March 10, 1998, expressed an unqualified      
opinion on those statements.                                                    

We conducted our audit in accordance with generally accepted auditing           
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free     
of material misstatement.  An audit includes examining, on a test basis,        
evidence supporting the amounts and disclosures in the financial statements.    
An audit also includes assessing the accounting principles used and             
significant estimates made by management, as well as evaluating the overall     
financial statement presentation.  We believe that our audit provides a         
reasonable basis for our opinion.                                               

In our opinion, the financial statements referred to above present fairly,      
in all material respects, the financial position of Adven, Inc. as of           
December 31, 1998, and the results of its operations and its cash flows for     
the year then ended in conformity with generally accepted accounting            
principles.                                                                     

Reno, Nevada                                                                    
March 10, 1999                                                                  

ADVEN, INC.                                                                     

BALANCE SHEETS                                                                  
December 31, 1998 and 1997                                                      

ASSETS                                          
                            1998                    1997
Current Assets                                                                  
Cash                                    $2,866          $403,011                
Interest receivable (Note 2)    -                       1,343                   
Note receivable (Note 2)        -                       100,000                 

Total current assets            2,866                   504,354                 

Other Assets                                                                    
Investment in related party                                                     
(Note 2)                        397,523                 -                       
Supply and licensed manufacturing                                               
agreement (Note 3)              1,206,250               1,206,250               

Total other assets              1,603,773               1,206,250               

Total assets                    $1,606,639              $1,710,604              

LIABILITIES AND STOCKHOLDERS'EQUITY                                             

Current Liabilities                                                             
Accounts payable                975                     975                     
Accrued interest (Note 3)       13,185                  -                       
License agreement payable                                                       
(Note 3)                        375,000                 500,000                 
Loan payable - related party                                                    
(Note 2)                        -                       4,125                   
Total current liabilities       389,160                 505,100                 

Stockholders' Equity                                                            
Common stock, $.OOO1 par value,                                                 
20,000,000 shares authorized,                                                   
5,469,667 shares issued         547                     547                     
Additional paid-in-capital      1,377,715               1,377,715               
Accumulated deficit             (160,783)               (172,758)               

Total stockholders' equity      1,217,479               1,205,504               

Total liabilities and                                                           
stockholders' equity            $1,606,639              $1,710,604              

The Accompanying Notes are an Integral Part of the Financial Statements         

ADVEN, INC.                                                                     
STATEMENTS OF INCOME                                                            
For the Years Ended December 31, 1998, 1997 and 1996                            

                    1998            1997            1996

Revenue                                                                         
Interest income (Note 2)        $22,101         $1,343          0               
Gain on asset exchange(Note 2)  3,079           -               -               

Total revenue                   25,180          1,343           -               

General and administrative                                                      
expenses                        (4,145)         (10,137)        (1,844)         

Net income before interest expense, income                                      
taxes and extraordinary item    21,035          (8,794)         (1,844)         

Interest expense (Note 3)       (13,185)        -               -               

Net income before income taxes and                                              
extraordinary item              7,850           (8,794)         (1,844)         

Income taxes (Note 4)           -               -               -               

Net income before                                                               
extraordinary item              7,850           (8,794)         (1,844)         

Extraordinary item (Note 2)     4,125                                           

Net income                      $11,975         $(8,794)        (1,844)         

Earnings (loss) per share       0.0022          $(0.0016)       (0.0011)        

The Accompanying Notes are an Integral Part of the Financial Statements         

ADVEN, INC.                                                                     

STATEMENTS OF CHANGES IN STOCKHOLDERS'EQUITY                                    
For the Years Ended December 31, 1998, 1997 and 1996                            

                        Additional      Retained
Common Stock    Paid-in Earnings        Total   
Shares  Amount Capital  (Deficit)       Equity  

Balance at                                                                      
Dec.31,1995     1,640,001       $164    $169,848        $(162,120)      7,892   

Net income at                                                                   
Dec31,1996                                              (1,844)         (1,844) 

Balance at                                                                      
Dec31,1996      1,640,001       164     169,848         (163,964)       6,048   

Sale of common                                                                  
stock           2,666,666       267     999,733         -              1,000,000

Finders fee paid by issuing                                                     
common stock    533,000         53      199,822         -               199,875 

Finders fee charged to paid-in                                                  
capital         -               -       (199,875)       -              (199,875)

Payment on license agreement by issuing                                         
common stock    550,000         55      206,195         -               206,250 

Payment of legal fee by issuing                                                 
common stock    80,000          8       1,992           -               2,000   

Net loss at                                                                     
Dec31,1997      -               -       -               (8,794)         (8,794) 

Balance at                                                                      
Dec31,1997      5,469,667       547     1,377,715       (172,758)      1,205,504

Net income at                                                                   
Dec31,1998      -               -       -               11,975          11,975  

Balance at                                                                      
Dec31,1998      5,469,667 $     547     $1,377,715      $(160,783)   $1,217,479 

The Accompanying Notes are an Integral Part of The Financial Statements         

ADVEN, INC.                                                                     
STATEMENTS OF CASH FLOWS                                                        
December 31, 1998, 1997 and 1996                                                

                                    1998            1997            1996
Cash Flows from Operating Activities                                            
Net income                              $ 11,975        $(8,794)       $ (1,844)

Adjustments to reconcile net income to net                                      
Cash provided by operating activities:                                          

Gain on exchange of assets              (3,079)         -0-             -0-     
Gain on extinguishment of debt          (4,125)         -0-             -0-     
Payment of legal fees by issuance                                               
of common stock                         -0-             2,000           -0-     
Increase in interest                                                            
receivable                              (22,101)        (1,343)         -0-     
Decrease in accounts                                                            
payable                                 -0-             (2,243)         (400)   
Increase in accrued interest            13,185          -0-             -0-     
Net cash used in operating                                                      
activities                              (4,145)         (10,380)        (2,244) 

Cash Flows from Investing Activities                                            
Issuance of notes receivable            (275,000)       (100,000)       -0-     
Principal payments received on notes                                            
receivable                              4,000           -0-             -0-     
Payment of license agreement            (125,000)       (500,000)       -0-     

Net cash used in investing                                                      
activities                              (396,000)       (600,000)       -0-     

Cash Flows from Financial Activities                                            
Proceeds from issuance of                                                       
common stock                            -0-             1,000,000       -0-     

Net cash provided by financing                                                  
activities                              -0-             1,000,000       -0-     

Net increase (decrease) in cash and                                             
cash equivalents                        (400,145)       389,620         (2,244) 

Cash and cash equivalents at                                                    
beginning of period (Note 1)            403,011         13,391          15,635  

Cash and cash equivalents at end                                                
of period (Note 1)                      866             3011            $13,391 

The Accompanying Notes are an Integral Part of the Financial Statements         

ADVEN, INC.                                                                     
STATEMENTS OF CASH FLOWS                                                        
For the Years Ended December 31, 1998, 1997, and 1996                           

Supplementary Schedule of Noncash Activities                                    
During 1998, the Company received common stock valued at $397,523 from a        
related corporation (see Note 2) as payment on several notes receivable.        

During 1998, 1997 and 1996, no amounts were actually paid for either interest   
or income taxes.                                                                

During 1997, legal fees of $2,000 were paid through the issuance of 80,000      
shares of the Company's common stock, and a finders fee of $199,875 was paid    
through the issuance of 533,000 shares of the Company's common stock.  Also     
during 1997, partial payment of the license agreement was made through the      
issuance of 550,000 shares of the Company's common stock valued at $206,250.    

The Accompanying Notes are an Integral Part of the Financial Statements         

ADVEN, INC.                                                                     
NOTES TO FINANCIAL STATEMENTS                                                   
December 31, 1998 and 1997                                                      

1.      Organization And Significant Accounting Policies                        

The Company was incorporated in the State of Washington on August 22, 1986.     
In 1987 the Company entered into an agreement to exchange 21,500,000 shares     
of unregistered, restricted common stock of the Company for all outstanding     
capital stock of Surface Technologies, Inc., which became a wholly owned        
subsidiary of the Company until December 28, 1990.  On that date the Company    
exchanged 100% of its interest in Surface Technologies, Inc. to Forsell         
Investors Limited Partnership (a related party) in full satisfaction of all     
amounts owed by the Company to the partnership.  On March 17, 1997, the         
company entered into a supply and licensed manufacturing agreement with DIS     
International, a Barbados corporation (see Note 3).  Pursuant to the            
agreement, the Company received the exclusive right to formulate, manufacture,  
sell, distribute, and put into use a product that aids in growing plants via    
hydroponics, and an oil absorbent urethane foam in Australia and New Zealand.   

The preparation of financial statements in conformity with generally accepted   
accounting principles requires management to make estimates and assumptions     
that affect certain reported amounts and disclosures.  Accordingly, actual      
results could differ from those estimates.                                      

Cash and Cash Equivalents                                                       

For purposes of the statement of cash flows, the Company considers all highly   
liquid debt instruments purchased with a maturity of three months or less to    
be cash equivalents.                                                            

2.      Public Offering                                                         

The Company registered 15,000,000 of its common stock shares with the           
Securities and Exchange Commission, and made an initial public offering of      
5,000,000 shares at $.03 per share in 1987.                                     

3.      Capitalization                                                          

The Company approved a 25 for I reverse stock split on December 28, 1990        
which reduced the number of authorized shares from 100,000,000 to 4,000,000,    
and reduced the amount of issued and outstanding shares from 40,000,000 to      
1,600,000 shares.  Immediately after the reverse stock split the Company        
approved an increase in the authorized common stock to 50,000,000 shares.  On   
December 29, 1993 the Company approved a 4 for 1 reverse split which reduced    
the number of authorized shares from 50,000,000 to 12,500,000, and reduced      
the amount of issued and outstanding shares from 1,600,000 to 400,000 shares.   
Immediately after the reverse stock split the Company approved an increase in   
the authorized common stock to 20,000,000 shares.                               

4.      Related Parly Transactions                                              

Forsell Investors Limited Partnership (FILP) is a limited partnership           
controlled by Richard Forsell, a shareholder and past President of Adven, Inc.  
FILP loaned $50,000 to the Company in December, 1988.  No interest payments     
had been made on the loan and by November, 1990 there was in excess of          
$13,000 accrued interest in arrears.  FILP gave written notice of default on    
the loan in 1990.  FILP agreed to purchase 100% of the stock in Surface         
Technologies, Inc. (A wholly owned subsidiary acquired in 1987.  See Note 1)    
in full satisfaction of its $50,000 loan and all accrued interest.  Surface     
Technologies, Inc. had sustained repeated losses, warranty work problems, and   
excessive debt which obviated any reasonable prospect for Adven, Inc. to        
acquire the funds from the subsidiary to service the debt owned to FILP.        

In conjunction with the sale of all interest in Surface Technologies, Inc.,     
Richard Forsell agreed to purchase 4,800,000 shares of stock in 1990 (prior     
to the reverse stock split of 25 for 1) for $4,500 to provide funds to pay      
Adven's outstanding bills as of December, 1990.  The result of these            
transactions was to eliminate virtually all assets and liabilities from         
Adven, Inc. which would facilitate the search for a merger candidate to place   
in the public shell, and thereby create value for the shareholders.             

Wincanton Corporation is a corporation whose current President is also the      
current President of Adven, Inc.  During 1997, Adven, Inc. loaned Wincanton     
Corporation a total of $ 1 00,000 at 10% interest per annum, to be paid one     
year from the dates of issuance.                                                

During 1998, Adven, Inc. loaned Wincanton Corporation an additional $275,000    
also at 10% interest per annum.  These notes were also to be paid one year      
from the dates of issuance.  Wincanton Corporation repaid $4,000 on the notes   
during 1998.  On October 7, 1998, the Company exchanged the total notes         
receivable balance of $371,000, plus accrued interest to date of $23,444, for   
1,806,924 share of Wincanton Corporation stock.  This transaction resulted in   
a gain of $3,079.  As of December 31, 1998, Adven, Inc. owns 15.96% of          
Wincanton Corporation.                                                          

During 1993, the former President of Wincanton Corporation, Walter Doyle,       
loaned Adven, Inc. $4,125.  Subsequent to this transaction Mr. Doyle was        
terminated and moved out of the country.  No payments have ever been made on    
this note, and the company no longer communicates with Mr. Doyle.  It is        
management's belief that Adven, Inc. is no longer liable for this amount.       

5.      Supply and Licensed Manufacturing Agreement                             

On March 17, 1997, the Company entered into a supply and licensed               
manufacturing agreement with DIS International, Inc., a Barbados corporation.   
Pursuant to the agreement, the Company received the exclusive right to          
formulate, manufacture, sell, distribute, and put into use two products, the    
first a plant growing medium that aids the use of hydroponics, and the second   
an oil absorbent urethane foam.  The Company's rights to these products         
extend only to Australia and New Zealand.                                       

Pursuant to the agreement, the Company is required to purchase the materials    
required to manufacture these products from DIS International, Inc. or its      
affiliates.  Commencing in the first quarter of 1998, the Company was           
required to purchase a minimum of $50,000 of materials per quarter.  During     
1998, Adven, Inc. purchased no materials from either DIS International, Inc.    
or its affiliates.  The term of the agreement is five years.  The Company has   
the right, however, to renew the agreement for successive five-year periods,    
provided the Company is not in default under the agreement at that time.  DIS   
International, Inc. has the right to terminate the agreement upon 60 days       
written notice in the event that the Company fails to meet its obligations      
under the agreement or acts in a manner prohibited under the agreement.  The    
Company has a right to cure any deficiency within the 60-day period.  The       
Company's principal obligations under the agreement are to pay the balance of   
the licensing fee ($375,000), to purchase minimum quotas of materials from      
DIS International, Inc., and to manufacture and promote the sale and            
distribution of the products in Australia and New Zealand.  DIS International,  
Inc. also has the right to terminate the agreement upon the occurrence of       
certain events related to the bankruptcy or insolvency of the Company.          

As consideration for the agreement, the Company paid $625,000, issued 550,000   
shares of its common stock to DIS International, Inc., and is obligated to      
pay an additional $375,000 by June 30, 1999.                                    

During 1998, Adven, Inc. became aware that a company located in the Isle of     
Man, claiming that it owns the patent on one of the products and that DIS       
International, Inc. has no rights to the product at all, is suing DIS           
International, Inc. in Canada.  Adven, Inc. is carefully watching the outcome   
of this trial.                                                                  

6.      Federal Income Taxes                                                    

There are no material timing differences that would produce a deferred tax      
liability or asset.                                                             

The following net operating loss carryforwards as of December 31, 1998 will     
expire if not applied by the dates scheduled below:                             

Year ending December 31 Net Operating Loss                      

2002                    $ 9,914                                 
2003                    21,740                                  
2004                    5,628                                   
2005                    4,571                                   
2006                    592                                     
2007                    415                                     
2008                    7,824                                   
2009                    28,907                                  
2010                    6,416                                   
2011                    1,844                                   
2012                    8,794                                   
$96,645         

7.      Uncertainties                                                           

During past years, the Company has sustained recurring losses, and the source   
of the Company's operating income was eliminated in the sale of all interest    
in Surface Technologies, Inc. in 1990.  As a result of this sale in 1990, the   
Company was reduced to a public "shell" with no operations.  Cash in 1998 was   
generated solely from the issuance of a note receivable to a related party      
(see Note 2), and the exchange of this note for common stock in the same        
related party.                                                                  

8.      Fair Value Of Financial Instruments                                     

Financial Accounting Standards Board ("FASB") Statement No. 107, "Disclosure    
about Fair Value of Financial Instruments," is a part of a continuing process   
by the FASB to improve information on financial instruments.  The following     
methods and assumptions were used by the Company in estimating its fair value   
disclosures for such financial instruments as defined by the Statement.         

The carrying amount reported in the balance sheet for cash approximates fair    
value.                                                                          

The carrying amount reported in the balance sheet for the investment at         
December 3 1, 1998 is $397,523.  The estimated fair value of this investment    
at December 31, 1998 is $198,761, based on the quoted market price for this     
investment.                                                                     

The carrying amount reported in the balance sheet for both the accounts         
payable and the license agreement payable approximates fair value because the   
maturities are less than one year in duration.                                  

9.      Sales Of Equiiy Securities Pursuant To Regulations                      

On March 13, 1997, the Company sold an aggregate of 2,666,666 shares of its     
Common Stock to a foreign company for an aggregate of $1,000,000.  The          
Company issued an aggregate of 533,000 shares to another foreign entity as      
payment of a finder's fee related to the aforementioned $1,000,000 sale.        

All of the foregoing shares were issued to entities that are not "US Persons"   
as that term is defined under Regulation S, and were issued pursuant to the     
exemption from registration provided by Regulation S.                           

10 - CONCENTRATION OF CREDIT RISK                                               

All of the Company cash is held in one account at the Comstock Bank in          
Carson City, Nevada.  The FDIC amount is $100,000.                              

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-Q Filing		Date		Other Filings
		12/15/92
		12/29/93
		12/31/95
		12/31/96		10-K
		1/15/97		S-8
		3/13/97
		3/17/97
		3/21/97		8-K
		3/31/97		10-Q
		12/31/97		10-K, 10-Q
		3/10/98
		3/31/98		10-Q
		10/7/98
For The Period Ended		12/31/98		10-K
		3/10/99
		3/31/99		10-K, 10-Q
		5/16/99
Filed On / Filed As Of		5/17/99
		6/30/99		10-Q
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