UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                                  AMENDMENT #1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                 For the transition period from ______ to ______

                         COMMISSION FILE NUMBER 0-27175

                           ADVANCE TECHNOLOGIES, INC.
                 (Name of small business issuer in its charter)

                   NEVADA                              95-475536
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)             Identification No.)

     716 YARMOUTH ROAD, NO. 215
      PALOS VERDES ESTATES, CA                            90275
(Address of principal executive offices)               (ZIP Code)

                                 (310) 265-7776
                           (Issuer's telephone number)

    SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

        TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
        -------------------           -----------------------------------------
Common Stock, par value $.001 per               OTC:BB
share

    SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

    NONE

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 at least the past 90 days.

                                 YES [X] NO [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form, 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-KSB or any  amendment to
this Form 10-KSB. [X]

    Issuer's revenues for its most recent fiscal year were $30,985.

<PAGE>

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant as of September 30, 2001 was approximately $3,859,384.50.

On September 30, 2001, approximately 2,572,923 Shares of the Registrant's Common
Stock, $0.001 par value, were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (check one): YES        NO [X]
                                                               ---       ---






                                        2


<PAGE>


                           ADVANCE TECHNOLOGIES, INC.

                                   FORM 10-KSB
                  For the fiscal year ended September 30, 2001


                                TABLE OF CONTENTS

PART I      .................................................................4
ITEM 1.     DESCRIPTION OF BUSINESS..........................................4
ITEM 2.     DESCRIPTION OF PROPERTIES........................................8
ITEM 3.     LEGAL PROCEEDINGS................................................8
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............8

PART II     .................................................................8
ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........8
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......10
ITEM 7.     FINANCIAL STATEMENTS............................................11

PART III    ................................................................11
ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...............11
ITEM 10.    EXECUTIVE COMPENSATION..........................................12
ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..12
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................13
ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K................................13

INDEX TO FINANCIAL STATEMENTS...............................................15


                                       3


<PAGE>


                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS.

OVERVIEW

Advance  Technologies Inc. is a developer of infrared Enhanced Vision technology
and  commercial  solutions.  The  Company has a  worldwide  license  from Hughes
Aircraft  Company,  Los Angeles,  California  for a patented  advanced  infrared
imaging system.  Advance  Technologies  licenses and develops  applied  infrared
Enhanced  Vision  solutions for use in diverse  industries  including  aviation,
recreational vehicles,  commercial trucking, marine, security and fire fighting.
The Company is currently  engaged in the  development  of a night vision  system
with applications in the military as well as the private sector.

Advance Technologies has entered into a licensing agreement with Kollsman, Inc.,
which has incorporated  the Company's  technology into an Enhanced Vision System
for use with  Gulfstream  Aircraft.  On October 16, 2001,  Gulfstream  Aerospace
Corporation,  a wholly owned  subsidiary of General  Dynamics,  announced it has
received  certification from the Federal Aviation  Administration to install the
"revolutionary"  Enhanced  Vision  System on the  Gulfstream V ultra-long  range
business jet aircraft.  The  FAA-issued  Supplemental  Type  Certificate  allows
Gulfstream  to offer EVS as an option on new GV  ultralong  range  business  jet
aircraft and also to install the system as a retrofit on in-service GV aircraft.

The Company also has agreement with Telesis  Technologies,  a Taiwan company, in
which Advance  Technologies is jointly  developing an Enhanced Vision System for
use in Class A recreational vehicles.


CORPORATE BACKGROUND

Advance Technologies, Inc. was organized under the laws of the State of Delaware
in June 1969, under the name of PWB Industries,  Inc. In November 1975, the name
of PMB  Industries  was changed to Sun Energy,  Inc.,  and in February 1996, the
name Sun Energy, Inc. was changed to Sto Med, Inc. In August 1997, Sto Med, Inc.
changed  its  name  to  Advance  Technologies,  Inc.  In  August  1997,  Advance
Technologies,  Inc.  acquired  Seacrest  Industries,  Inc.,  which had  acquired
Infrared  Systems,  Inc.,  the company  originally  formed by Mr. Gary Ball, the
co-inventor of the infrared imaging system.

Mr.  Ball had been the  Program  Manager  and lead  engineer  for the design and
development of Infrared  Technology  Programs at Hughes Aircraft Electro Optical
Systems  Division.  The last program Mr. Ball managed at Hughes  Aircraft before
his retirement was the Infrared  Commercial Landing Aid System (IRCLAS) Program,
in which Hughes had invested millions of dollars.  From the beginning IRCLAS was
directed toward achieving two major goals: (1) improving aircraft safety through
the  avoidance  of  aircraft  collisions,  and (2)  providing  a  cost-effective
solution  for  performing  high  visibility  takeoffs  and  landings  under  low

                                       4

<PAGE>

visibility conditions.  The challenge was not only to obtain realtime visibility
through clouds, fogs, and other atmospheric  obscurants,  but to also present it
to the pilot in a HEAD-UP DISPLAY.

As a result  of a change in  Hughes  Aircraft's  Strategic  Corporate  Plan,  in
October 1995, Mr. Ball was granted a worldwide  license agreement for the use of
U.S. Patent Number  5,534,694 by the Hughes  Aircraft  Company for a key optical
element of the Infrared  Aircraft  Landing  System.  This  license  included the
patent submitted by Mr. Gary E. Ball and others,  together with proprietary data
relating to the technology,  proprietary business  agreements,  and unrestricted
use of the licensed  information  and EVS knowledge  acquired  during Mr. Ball's
tenure at Hughes  Aircraft.  The license is limited to the use of the technology
relating to commercial aircraft licensed to operate by the United States Federal
Aviation   Administration  or  equivalent  regulatory  agency  elsewhere.   This
agreement  requires the consent of Hughes Aircraft to sublicense the technology,
which consent will not be unreasonably withheld.

Recognizing  the  potential  for the use of this  "see  through"  technology  in
critical sight situations, Mr. Ball, Advance Technologies' President, became the
founder  and CEO of  Infrared  Systems  International  (ISI) for the  purpose of
licensing and providing research and manufacturing support services for Infrared
Enhanced  Vision  System   technology.   ISI  was  later  acquired  by  Seacrest
Industries, Inc., which was subsequently acquired by Advance Technologies,.

Because  the  application  of  advanced  Infrared  Technology  has  uncovered  a
multitude  of  uses  within  diverse  industries,   the  management  of  Advance
Technologies  strategically  elected to license its  technologies  to  specialty
suppliers within each targeted industry:


COMMERCIAL AIRCRAFT

In July of 1999,  Advance  Technologies  entered into a license  agreement  with
Kollsman,  Inc., of Merrimack,  New  Hampshire.  Kollsman,  Inc. is a commercial
avionics and electronics company that designs,  develops and manufactures flight
instruments.  It is a leading  developer of Forward  Looking  Infrared  Systems.
These systems have  primarily been utilized in military  applications.  Kollsman
has been licensed by Advance  Technologies  to  manufacture  and  distribute the
Advance Technologies Enhanced Vision System(TM), an applied application evolving
from the  IRCLAS  research  program.  Kollsman  is to pay a royalty  to  Advance
Technologies  based upon the number of licensed  products sold by Kollsman.  The
Company's license agreement with Kollsman has the potential of earning more than
$30 Million in license royalties during its life.

The commercial  aircraft system that has been designed by Kollsman employing the
Company's technology utilizes an infrared sensor unit that is placed in the nose
of an aircraft. Output from that sensor is transmitted through a video interface
and onto a  head-up-display  that presents the flight approach as a high quality
black and white image to the pilot.  This enhanced  vision  enables the pilot to
"see" through fog, smoke, haze, rain and snow, day or night. In addition to this
improved  situational  awareness  of the  airport,  traffic and the  surrounding
terrain,   the  takeoff  and  landing  minima   results  in  fewer   diversions,
cancellations and flight delays.


                                       5

<PAGE>

In October 1997,  Gulfstream  Aerospace(R),  a world leader in business aviation
and a wholly owned subsidiary of General Dynamics,  and Kollsman entered into an
agreement  to utilize  the  Company's  technology  on  Gulfstream  IV-SP(R)  and
Gulfstream V(R) aircraft. Gulfstream announced at the time that it was preparing
for pre-prototype flight tests whose goal is to utilize the technology where the
visual  ceiling is no more than 50 feet and the runway  visual  range is no more
than 704 feet.

In October 2000,  Gulfstream  announced the inclusion of Enhanced Vision Systems
(EVS) as standard  equipment on all Gulfstream G-V ER business jet production at
the National Business Aviation (NBAA) tradeshow.

On  October  16,  2001,  Gulfstream  Aerospace(R),  announced  it  has  received
certification   from  the  Federal  Aviation   Administration   to  install  the
"revolutionary"  Enhanced  Vision  System on the  Gulfstream V ultra-long  range
business jet aircraft.  The  FAA-issued  Supplemental  Type  Certificate  allows
Gulfstream  to offer EVS as an option on new GV  ultralong  range  business  jet
aircraft and also to install the system as a retrofit on in-service GV aircraft.
The  Company  anticipates  a positive  cash flow now will be achieved by the 3rd
quarter of FY2002.

OTHER INDUSTRY APPLICATIONS

While the Company's  primary efforts are directed toward supporting the Kollsman
license,  the Company is pursuing  other areas of  development  for the Enhanced
Vision System (EVS) Technology. Not only can the technology be used in a variety
of cameras to reveal images through clouds or smoke but also to reveal  critical
characteristics  that would otherwise not be seen. A multitude of  opportunities
exist in --

o        Military
o        Trucking
o        Recreation & Leisure
o        Medical & Health
o        Manufacturing
o        Maritime
o        Construction
o        Preventative Maintenance
o        Firefighting
o        Security

SIGNIFICANT CORPORATE MILESTONES

o       On October 12, 1999,  the Research and Development Phase of an  Adaptive
Optical  Filter System was  completed.  This  System's  optical  design  employs
dynamic control of the thermal imaging process, which greatly expands the usable
scene dynamic range of IR images.  The  development was performed in conjunction
with Applied Physics Specialties Ltd., Toronto, Canada.


                                       6

<PAGE>


o       On  December 6, 1999,  an  Enhanced  Vision  System consulting  serviced
contract was signed with  Gulfstream  Aerospace to evaluate EVS  performance and
system benchmarking.

o       On November 10, 1999,  Advance  Technologies completed  the  design  and
fabrication of a prototype  Recreational  Vehicle (RV) Thermal  Imaging  System.
This system has been  delivered to RY Systems of Oregon for  in-vehicle  testing
and data collection

o       In the fourth quarter of 1999,  Gulfstream  G-V testing of  EVS  flight-
testing and system  evaluation  with Kollsman was  performed to evaluate  system
performance.

o       On May 15, 2000, an independent technical audit and review of Kollsman's
EVS program and development process was completed and accepted.

o       On June 1, 2000, Advance Technologies' Business Model was revised from a
third-party licensing model to a shared investment model.

o       On August 1, 2000,  a  formal  Development  Program  for EVS II, (patent
pending) was begun employing the dynamic optical enhancement technology that was
developed with Applied Physics Specialties Ltd. of Canada.

o       Discussions with Telesis Technologies, Inc., a major Infrared technology
company in Taiwan were  initiated in March 2000, to create a U. S. joint venture
focused on pursuit of key U. S. IR target markets.

o       On June 1, 2000, the Gulfstream EVS  consulting  agreement was completed
and  includes  a final  report for  Program  recommendations  to enhance  system
performance.

o       On June 22, 2000, an agreement with Opgal, Israel, for marketing  rights
and development of medical  applications  using the IVA-2000  certified  thermal
imager was entered into.

o       In April 2000,  Advance Technologies' Adaptive Optical Filter System had
its first public showing at Aero-Sense 2000 Imaging tradeshow in Orlando, Fl.

o       In  October  2000,  Advance Technologies and Telesis Technologies,  Inc.
(Taiwan)  entered into a Joint  Venture  Agreement to develop  Niteagle(TM),  an
advanced infrared vision product for use on recreational vehicles.

o       In  October  2000, the  Federal  Aviation  Association  (FAA)  completed
"Proof Of Concept  Testing"  of Kollsman  EVS system  signaling  the  successful
conclusion of FAA required performance testing of EVS in actual operation.

o       In October 2000,  Gulfstream  announced the inclusion of Enhanced Vision
Systems  (EVS) as standard  equipment  on all  Gulfstream  G-V ER  business  jet
production at the National Business Aviation (NBAA) tradeshow.

                                       7

<PAGE>

o       On  July  24,  2001,   Advance  Technologies  and  Telesis  Technologies
announced  an  expansion  of  their  existing  business  relationship.   Advance
Technologies  agreed  to  assist  Telesis  Technologies  in  obtaining  critical
component  export licenses from the U.S.  Commerce  Department for TTI's imaging
products, including its Spectrum 9000MB Medical Thermal Imaging System(TM).

o       On October 16, 2001, Gulfstream Aerospace(R), announced  it has received
certification  from the Federal Aviation  Administration to install the Enhanced
Vision System on the Gulfstream V ultra-long range business jet aircraft.


COMPETITION

Advance Technologies' IR technology competes with a number of vision enhancement
devices. These devices include systems based not only on infrared technology but
also  on  radar-based   technology.   Advance  Technologies  believes  that  its
technology  is not only a more  proven,  cost-effective,  realtime  solution  to
Enhanced  Vision,  but that it is  currently  the only system  which  produces a
quality  image  in a  critical  vision  environment  that  can  be  viewed  in a
head-up-display within the user's line of sight.

EMPLOYEES

The Company employs a total of three (3) employees all, of which,  are full time
employees.


ITEM 2.       DESCRIPTION OF PROPERTIES.

The Company's executive offices are located in Palos Verdes Estates, California.


ITEM 3.       LEGAL PROCEEDINGS.

There were no pending  legal  proceedings  involving the Company as of September
30, 2001.


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the Company's  security  holders  through
the  solicitation  of proxies  or  otherwise,  during the the fiscal  year ended
September 30, 2001.


                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.


                                       8

<PAGE>

MARKET INFORMATION

The  Company's  Common Stock is traded on the  Over-the-Counter  Bulletin  Board
under the symbol  "AVTX" with the high bid at $1.80 per share and the low bid of
$0.35 per share during the last fiscal year. Additional  information required by
this item may be found in the Company's 2001 Financial Statements..


STOCKHOLDERS

On  October 4, 1999 there was an escrow  established  by the  Company at Pacific
Stock Transfer Company for 50,204,102 Shares of preferred stock for the exchange
of Seacrest  Industries,  Inc. common stock in conjunction with its acquisition.
As of September 30, 2001 43,123,202 shares of Seacrest had been exchanged.

Our  Company's  authorized  capital  stock as of December  31, 2001  consists of
52,770,025  shares  divided into  2,572,923  shares of Common  Stock,  par value
$0.001 per share, and 50,204,102  shares of Preferred  Stock, par value,  $0.001
per share.

Common Stock has equal voting  rights and, when validly  issued and  outstanding
are  entitled  to one  vote  per  share  in all  matters  to be  voted  upon  by
shareholders.  The  shares of Common  Stock  have no  preemptive,  subscription,
conversion  or  redemption  rights  and may be  issued  only as  fully  paid and
non-assessable  shares.  Cumulative  voting in the  election of directors is not
permitted,  which  means  that the  holders  of a  majority  of the  issued  and
outstanding  shares of Common Stock represented at any meeting at which a quorum
is present will be able to elect the entire Board of Directors if they so choose
and, in such event, the holders of the remaining shares of Common Stock will not
be able to elect any directors. In the event of liquidation of the Company, each
shareholder is entitled to receive a proportionate share of the Company's assets
available for distribution to shareholders  after the payment of liabilities and
after  distribution in full of preferential  amounts,  if any. All shares of the
Company's Common Stock issued and outstanding are fully paid and  nonassessable.
Holders of the Common  Stock are  entitled  to share pro rata in  dividends  and
distributions  with respect to the Common Stock, as may be declared by the Board
of Directors out of funds legally available  therefore.  The Preferred Stock has
no voting  rights and is  convertible  to common upon  direction of the Board of
Directors.  A majority of the  Preferred  Shareholders  governs the  convertible
ratio to common.


DIVIDENDS

We have not paid  dividends  on our  Common  Stock and do not  intend to pay any
dividends in the foreseeable future.



                                        9


<PAGE>


ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


From  time to  time,  we may  publish  forward-looking  statements  relating  to
matters,  including anticipated financial performance,  business prospects,  the
progress  and  goals  for  our  research  and  development  program,   marketing
strategies and other similar matters.  The Private Securities  Litigation Reform
Act of 1995  provides a safe harbor for  forward-looking  statements.  To comply
with the terms of that safe harbor,  a variety of factors could cause our actual
results and  experience to differ  materially  from the  anticipated  results or
other expectations expressed in our forward-looking  statements. In addition, we
disclaim any intent or obligation to update those forward-looking statements.

When used in this discussion,  the words "believes,"  "anticipated," "expected,"
"assumes"  and similar  expressions  are  intended  to identify  forward-looking
statements.  Such statements are subject to risks and  uncertainties  that could
cause actual  results to differ  materially  from those  projected.  Readers are
cautioned not to place undue reliance on these  forward-looking  statements that
speak only as of the date of this report. We undertake no obligation to publicly
release the result of any revisions to these forward-looking statements that may
be made to reflect events or  circumstances  after the date of this report or to
reflect the occurrence of unanticipated events.

PLAN OF OPERATION

Our plan of operation has been strongly  affected by delays in the Certification
of the  Enhanced  Vision  System  by the  Federal  Aviation  Administration.  In
February  2002,  as a result  of the FAA's  granting  of the  Supplemental  Type
Certification  in October  2001,  a licensee of the  Company's  Enhanced  Vision
System (EVS)  notified  the Company  that it has  received its first  production
order for Enhanced  Vision Systems (EVS).  The purchase  agreement  calls for an
initial aircraft launch customer to purchase in excess of 140 systems at a price
of  approximately  $1  million  each.  Under  terms of this  Agreement,  Advance
Technologies  is  entitled  to  royalties  from  the sale of EVS  units  for the
commercial  aviation  market.  This  event  marks  the  first  Federal  Aviation
Administration (FAA) certified EVS to enter into production. The Company expects
additional  sales based upon an industry  report which  indicates  customers are
selecting the EVS equipment  option at a higher than  anticipated  rate.  EVS is
planned to be made available on additional  aircraft in the future.  The Company
anticipates a positive cash flow will occur by the third Quarter of 2002.

The certification  delays have put us three years behind our original  schedule.
These  delays  have  forced  us to use a line  of  credit  to  meet  operational
expenditures as well as delaying other new product ventures.

Our current line of credit is adequate for our  projected  operating  costs.  We
continue to explore other avenues of Capital  infusion,  but the requirement for
these  funds  is tied  to  discretionary  expenditures  on new  product  and new
markets.

The Company does not anticipate  purchasing or selling any significant equipment
during the next twelve  months and the Company  does not expect any  significant
changes in the number of employees.


                                       10

<PAGE>


The new products and markets we have been  exploring are all in Infrared  Camera
applications for specific  applications.  These  applications are:  Recreational
Vehicle Systems, Security Systems, and Medical System Applications.

The Company has  received  revenue  pursuant to an agent  agreement  with,  that
allows the  Company to  receive  fixed  monthly  service  fees,  and to bill for
additional services provided. The Company records revenues when the services are
performed. The Company has recognized $30,985 in revenues for services performed
in connection with this agreement for the year ended September 30, 2001.

We have engaged in a strategic partnership arrangement with Telesis Technologies
Inc., a Taiwanese private  corporation.  Our talents appear to be complementary,
and we are  exploring  many  opportunities  to expand  our joint  participation.
Currently,  our  partnership  is  limited  to the  Recreational  Vehicle  System
venture.

Advance   Technologies  is  entitled  to  reimbursement   for  various  expenses
associated with the development of its night vision  technology  pursuant to the
joint venture  agreement with Telesis  Technologies.  These  reimbursements  are
recorded  as  miscellaneous   income  when  received.   The  Company  recognized
miscellaneous  income of $98,000 during the fiscal year 2001 from  reimbursement
received from the joint venture partner.


ITEM 7.       FINANCIAL STATEMENTS.

The financial  statements  required by this Item are set forth beginning on page
14.

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE.

None.


                                    PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The  Directors  and  Executive  Officers of the Company as of September 30, 2001
were:

   NAME                  AGE             POSITION
   ----                  ---             --------
Gary E Ball               63       President and Director
Gary L. Bane              63       Vice President and Director
Wendy Ball                54       Secretary

GARY E. BALL,  President and Director,  attended  California State University at


                                       11

<PAGE>


Long Beach  graduating  in 1960 with a Bachelor of Science  Degree in Electrical
Engineering  and  in  1967  with  a  Master  of  Science  Degree  in  Electrical
Engineering.  Mr. Ball started his career as an engineer specializing in product
design,  development,  and  management for North  American  Aviation  Autonetics
Division.  He was Technical Manager in charge of the Pave Track Program for Ford
Aerospace.  Mr. Ball was  Program  Manager for  Northrop  Electro-Mechanical  in
charge of  business  development  on several  classified  Department  of Defense
programs  including the AMIZAAM effort.  As Program Manager for Hughes Aircraft,
where Mr. Ball developed the.  Infrared  Enhanced Vision System,  he reported to
the President of EDSG for the IRCLAS Program. Mr. Ball was a member of NATO NIAG
study group on Aircraft Integration, and has authored several articles for trade
publications.  Mr. Ball has been  engaged by U.S.  and foreign  corporations  to
provide consulting services in the field of IR technology.

GARY L. BANE,  Vice  President  and  Director,  attended  University of Southern
California obtaining a Bachekor of Science Degree in Mechanical and Aeronautical
Engineering  in  1960.   Master  of  Science  Degree  in  Control   Systems  and
Instrumentation  in1966.  Mr. Bane also  obtained a Master of Science  degree in
Systems  Management  in 1968  from the  University  of  California  Los  Angeles
studying Deep Submergence Vehicle Oceanography and Offshore Systems Engineering,
and Stanford  University  Executive  Institute of Management for High Technology
Companies.  Mr. Bane is a specialist in the development,  and management of Deep
Ocean and offshore technology projects.  He retired from Rockwell after 30 years
as  Director  of  Ocean  Systems.  While at  Rockwell  he  successfully  managed
significant  technical  solutions and advanced  state-of-the-art  programs for a
number of classified programs. He was General Manager of Interstate  Electronics
Oceanics division where he was responsible for profit, loss and R&D for offshore
oil drilling and recovery projects.

WENDY BALL, Secretary,  Age 54, graduated from University of Southern California
with a Bachelor of Science  Degree,  Cum Laude.  Ms. Ball was a key  employee at
Neiman  Marcus  Beverly  Hills and was a key Buyer in New York.  Ms. Ball was an
Account Executive for Carolee Jewelry for Southern California, Arizona and Utah.
She  was a  co-owner  of  Brava  Specialty  Clothing  store  in  Redondo  Beach,
California.


ITEM 10.      EXECUTIVE COMPENSATION

Other than  information  provided in the  Company's  2001  Financial  Statements
incorporated  herein,  executive  officers and directors  have received no other
compensation.


ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of the Common Stock as of September  30, 2001 by (i) each person known
by the Company to own beneficially more than 5% of the outstanding Common Stock;
(ii)  each  director  of the  Company;  and  (iii) all  executive  officers  and
directors as a group.


                                       12

<PAGE>


<TABLE>
<CAPTION>

TITLE OF CLASS    NAME & ADDRESS OF                 AMOUNT & NATURE OF             PERCENT
                  BENEFICIAL OWNER                 BENEFICIAL OWNERSHIP           OF CLASS

<S>               <C>                             <C>                                <C>
Preferred         Gary E. Ball                    9,240,000 Issued Shares            18.4
                  28 Santa Cruz Court
                  Manhattan Beach, CA 90266
Preferred         Gary L. Bane                    364,000 Issue Shares                1.0
                  2015 Edgewater
                  Santa Barbara, CA 93109
Preferred         Wendy Ball                      9,240,000 Issued Shares            18.4
                  28 Santa Cruz Court
                  Manhattan Beach, CA 90266
</TABLE>


ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Gary E. Ball and Wendy Ball are married.

The consideration  exchanged under the Plan was negotiated between the directors
and  executive  officers of the  Registrant,  the Board of Directors of SEACREST
INDUSTRIES,  INC. (the board of directors of the Registrant,  are the same board
of directors as that of SEACREST INDUSTRIES,  INC.) and the SEACREST INDUSTRIES,
INC.  Stockholders,  and the Board of Directors of the Registrant  used criteria
used in similar  proposals  involving the Registrant in the past,  including the
relative  value of the assets of the  Registrant;  its present and past business
operations;  future potential of SEACREST INDUSTRIES,  INC.; its management; and
the potential benefit to the stockholders of the Registrant.  The members of the
Board of Directors determined in their good faith that the consideration for the
exchange was reasonable, under these circumstances.


ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K.

The following documents are filed as part of this Form 10-KSB Annual Report:

1) Financial Statement

REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the last quarter of the period  covered
by this report.

ADDITIONAL INFORMATION

For  further  information  with  respect  to the  Company,  we refer  you to the
quarterly  and annual  reports  that we file with the  Securities  and  Exchange
Commission  (the  "Commission")  as a  reporting  company  under the  Securities
Exchange Act. You may inspect  these  reports,  including the exhibits  thereto,


                                       13

<PAGE>


without  charge,  at the Public  Reference  Room of the  Commission at 450 Fifth
Street N.W.,  Washington,  D.C. and at the  regional  offices of the  Commission
located at 7 World Trade Center,  13th Floor, New York, New York. You may obtain
copies of these reports from the Public  Reference  Section of the Commission at
450 Fifth Street, N.W.,  Washington,  D.C. 20549, upon payment of the prescribed
fees. You may obtain  information on the operation of the Public  Reference Room
by calling the Commission at  1-800-SEC-0330.  You may also access such material
electronically  by  means  of the  Commission's  home  page on the  Internet  at
http://www.sec.gov.





                                       14

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

Independent Auditor's Report................................................F-2

Consolidated Balance Sheets ................................................F-3

Consolidated Statements of Operations.......................................F-4

Consolidated Statements of Stockholders' Equity.............................F-5

Consolidated Statements of Cash Flows.......................................F-6

Notes to the Consolidated Financial Statements..............................F-7















                                       15

<PAGE>










                           ADVANCE TECHNOLOGIES, INC.
                          (a Development Stage Company)
                        CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2001















                                      F-1


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of
Advance Technologies, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Advance
Technologies,  Inc. (a  Development  Stage Company) as of September 30, 2001 and
the related  statements of operations,  stockholders'  equity and cash flows for
the years ended  September  30, 2001 and 2000 and from  inception  on October 1,
1985  though   September  30,  2001.   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 generally accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Advance
Technologies,  Inc. (a  Development  Stage Company) as of September 30, 2001 and
the results of its operations  and cash flows for the years ended  September 30,
2001 and 2000 and from  inception on October 1, 1985 through  September 30, 2001
in conformity with generally accepted accounting principles in the United States
of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company has minimal  assets and is  dependent  upon
financing to continue  operations.  These factors raise  substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these matters are also described in the Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


Chisholm & Associates
North Salt Lake, Utah
December 18, 2001



                                      F-2

<PAGE>


                           ADVANCE TECHNOLOGIES, INC.
                          (a Development Stage Company)
                           Consolidated Balance Sheets




                                     ASSETS
                                                                  September 30,
                                                                      2001
                                                                      ----
Current assets
   Cash                                                              $3,515
                                                                     ------
         Total Current Assets                                         3,515
                                                                      -----
Property & Equipment, Net                                            26,835
                                                                     ------

      Total Assets                                                  $30,350
                                                                    =======

                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts Interest                                                $13,007
   Note Payable-Officer                                              28,300
   Advance Royalties                                                 25,000
                                                                     ------
Total Current Liabilities                                            66,307
                                                                     ------

Long Term Debt
   Line of Credit                                                    85,500
                                                                     ------

Total Liabilities                                                   151,807
                                                                    -------

Stockholders' Equity
   Common Stock, authorized
     100,000,000 shares of $.001 par value,
     issued and outstanding 2,572,923 shares                          2,573
   Preferred Stock, Series A authorized
     100,000,000 shares of $.001 par value,
     issued and outstanding 50,204,102 shares                        50,204
   Additional Paid in Capital                                       446,496
   Deficit Accumulated During the
     Development Stage                                             (620,730)
                                                                  ---------
      Total Stockholders' Equity                                   (121,457)
                                                                  ---------

Total Liabilities and Stockholders' Equity                          $30,350
                                                                    =======

The accompanying notes are an integral part of these financial statements




                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                           ADVANCE TECHNOLOGIES, INC.
                          (a Development Stage Company)
                      Consolidated Statements of Operations
                                                                                           Cumulative
                                                                 For the                   Total since
                                                               years ended                 inception of
                                                              September 30,                 development
                                                         2001             2000                 stage
                                                         ----             ----                 -----

<S>                                                    <C>               <C>                  <C>
Revenues:                                              $  30,985         $       -            $ 30,985

Expenses:
   Depreciation & Amortization                             7,000            14,665              21,665
   Interest                                               10,191             2,816              13,007
   Organization Costs                                          -                 -              11,331
   Research & Development                                 61,500            11,250              72,750
   General and Administrative                             18,625            73,068             570,263
                                                       ---------         ---------            --------

          Total Expenses                                  97,316           101,799             689,016
                                                       ---------         ---------            --------

Income/(loss) from operating activities                  (66,331)         (101,799)           (658,031)
                                                       ---------         ---------            --------
Other Income (Expense):
Miscellaneous Income                                      98,000              -                 98,000
                                                       ---------         ---------            --------

          Total Other Income                              98,000              -                 98,000
                                                       ---------         ---------            --------

Net Income (Loss)                                         31,669         $(101,799)           (560,031)
                                                       =========         =========            ========

Net Income/(Loss) Per Share                                 0.01           $ (0.03)              (1.03)
                                                            ====           =======               =====

Weighted average shares outstanding                    2,572,923         2,572,923             541,673
                                                       =========         =========             =======
</TABLE>

The accompanying notes are an integral part of these financial statements


                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                           ADVANCE TECHNOLOGIES, INC.
                          (a Development Stage Company)
                 Consolidated Statement of Stockholders' Equity


                                                                                                      Deficit
                                                                                                    Accumulated
                                                                   Additional  Preferred            During the
                                            Common Stock             paid-in     Stock              Development
                                               Shares     Amount     capital     Shares     Amount     Stage
<S>                                          <C>          <C>      <C>        <C>          <C>      <C>
Balance, October 1, 1985 (beginning of
   the development stage)                         6,487   $    7   $ 58,161   $        -   $     -  $  (60,701)

Shares issued for coal royalties at $0.01         4,369        4      1,525            -         -           -

Shares issued for services at $0.25                 554        1      4,849            -         -           -

Shares issued for services at $0.03               1,601        2      1,680            -         -           -

Shares issued for services at $0.25               1,274        1     11,145            -         -           -

Shares issued for services at $0.01               2,290        2        798            -         -           -

Shares issued for services at$0.25               37,203       37    325,487            -         -           -

Preferred shares issued for services                  -        -          -       10,048     1,004           -

Expiration of preferred shares                        -        -      1,004      (10,048)   (1,004)          -

Net loss since the beginning of the
   development stage at October 1, 1985               -        -          -            -         -    (344,001)
                                             ----------   ------   --------   ----------   -------  ----------

Balance, September 30, 1995                      53,778       54    404,649            -         -   (404,702)

Shares issued for services at$0.25                5,714        6     49,994            -         -           -

Fractional shares adjustment                         (6)      (1)         -            -         -           -

Net loss for the year ended September 30,
   1996                                               -                                -        -      (50,000)
                                             ----------   ------   --------   ----------   -------  ----------

Balance September 30, 1996                       59,486       59    454,643            -         -    (454,702)

Shares issued for services at $0.25                 609        1      5,324            -         -           -

Net loss for the year ended September 30,
   1997                                               -        -          -            -         -      (5,325)
                                             ----------   ------   --------   ----------   -------  ----------

Balance September 30, 1997                       60,095       60    459,967            -         -    (460,027)

Shares issued for services at $0.001             12,828       13        436            -         -           -

Net loss for the year ended  September 30,
   1998                                               -        -          -            -         -        (447)
                                             ----------   ------   --------   ----------   -------  ----------

Balance September 30, 1998                       72,923       73    460,403            -         -    (460,474)


Shares issued for cash at $0.01               2,500,000    2,500     22,500            -         -           -

Shares issued for common stock of SeaCrest
 Industries Corporation at $0.001                     -        -    (36,407)  50,204,102    50,204           -

Net loss for the year ended  September 30,
   1999                                               -        -          -            -         -     (90,126)
                                             ----------   ------   --------   ----------   -------  ----------

Balance September 30, 1999                    2,572,923    2,573    446,496   50,204,102    50,204    (550,600)


Net loss for the year ended  September 30,
   2000                                               -        -          -            -         -    (101,799)
                                             ----------   ------   --------   ----------   -------  ----------

Balance September 30, 2000                    2,572,923   $2,573   $446,496   50,204,102   $50,204  $ (652,399)

Net income for the year ended
September 30, 2001                                    -        -          -            -         -      31,669
                                             ----------   ------   --------   ----------   -------  ----------
Balance September 30, 2001                   $2,572,923   $2,573   $446,496   50,204,102   $50,204  $ (620,730)
                                             ==========   ======   ========   ==========   =======  ==========
</TABLE>
The accompanying notes are an integral part of these financial statements

                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                           ADVANCE TECHNOLOGIES, INC.
                          (a Development Stage Company)
                      Consolidated Statement of Cash Flows

                                                                                                            October 1,
                                                                                                          (inception of
                                                                                      For the              development
                                                                                     year ended             stage) to
                                                                                    September 30,         September 30,
                                                                                  2001        2000             2001
                                                                                  ----        ----             ----

Cash Flows from Operating
 Activities

     <S>                                                                        <C>        <C>             <C>
     Net Income (Loss)                                                          $ 31,669   $(101,799)      $ (560,031)
     Adjustments to Reconcile
       Net Loss to Net Cash
       Provided by Operations:
        Depreciation & Amortization                                                7,000      14,665           34,165
        Decrease in Prepaids                                                      12,500       2,180            2,180
        Increase (Decrease) in Accounts Payable & Accrued Expenses               (24,100)     31,045           13,009
        Stock Issued for Services                                                      -           -          399,775
        Organization Costs                                                             -           -           11,331
                                                                                --------   ---------       ----------

              Net Cash Flows Provided
               (Used) by Operating Activities                                     27,069     (53,909)         (99,571)
                                                                                --------   ---------       ----------

Cash Flows from Investment
 Activities:
     Purchase of Equipment                                                       (10,000)    (26,000)         (36,000)
     Investment in Subsidiary                                                          -           -              286
                                                                                --------   ---------       ----------
              Net Cash Flows Provided
                (Used) by Investing Activities                                   (10,000)    (26,000)         (35,714)
                                                                                --------   ---------       ----------

Cash Flows from Financing
 Activities:

        Cash Paid on Officer Loan                                                (21,200)          -          (33,200)
        Proceeds from Loan from Officer                                                -       1,500           61,500
        Proceeds from Line of Credit                                               6,000      79,500           85,500
        Net Proceeds from Issuance of Stock                                            -           -           25,000
                                                                                --------   ---------       ----------

              Net Cash Flows Provided
               (Used) by Operating Activities                                    (15,200)     81,000          138,800
                                                                                --------   ---------       ----------

Net Increase (Decrease) in Cash                                                    1,869       1,091            3,515
Cash, Beginning of Year                                                            1,646         555             -
                                                                                --------   ---------       ----------

Cash, End of Year                                                               $  3,515   $   1,646       $    3,515
                                                                                ========   =========       ==========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                      F-6

<PAGE>



                           ADVANCE TECHNOLOGIES, INC.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                               September 30, 2001

NOTE 1 - Summary of Significant Accounting Policies

         a.  Organization

              The Company was organized  under the laws of the state of Delaware
         on June 16, 1969 as PWB  Industries,  Inc. On November  10,  1975,  the
         Company  changed its name to Sun Energy,  Inc. At that time the Company
         began operations in the oil and gas lease industry. By 1985 the Company
         discontinued  its operations and became  dormant.  On March 6, 1996 the
         Company  attempted a merger that eventually  failed. On August 23, 1997
         the Company  changed its name to Advance  Technologies,  Inc. and moved
         its state of domicile to the state of Nevada.

              On  September  27,  1999  pursuant to a plan of  acquisition,  the
         Company  exchanged  50,204,102 shares of its Series "A" preferred stock
         for  SeaCrest  Industries  Corporation's  50,204,102  shares  of common
         stock.  This  acquisition  has been  accounted  for using the  purchase
         method of a business combination.

         The company is currently  engaged in the  development of a night vision
         system with  applications in the military as well as civil. The company
         has an  agreement  with a  Taiwan  company  wherein  they  are  jointly
         developing  the night  vision  system for use in Class A  coaches.  The
         company is also involved in the  development  of other  Electro-optical
         mechanical devices.

         b.  Accounting Method

              The Company  recognizes income and expense on the accrual basis of
         accounting.

         c.  Consolidation

              The  consolidated  financial  statements  include the  accounts of
         Advanced  Technologies,  Inc. and SeaCrest  Industries  Corporation,  a
         wholly   owned   subsidiary.   Intercompany   transactions   have  been
         eliminated.

         d.  Earnings (Loss) Per Share

              The  computation of earnings per share of common stock is based on
         the weighted  average  number of shares  outstanding at the date of the
         financial statements.

         e.  Cash and Cash Equivalents

              The  Company   considers  all  highly  liquid   investments   with
         maturities of three months or less to be cash equivalents.

         f.  Provision for Income Taxes

              No  provision  for  income  taxes  has  been  recorded  due to net
         operating loss carry forwards  totaling  approximately  $(604,000) that
         will be offset against future taxable income.  These NOL carry forwards
         begin to expire in the year 2004 No tax  benefit  has been  reported in
         the financial statements because the Company believes there is a 50% or
         greater chance the carry forward will expire unused.


                                      F-7


<PAGE>


                           ADVANCE TECHNOLOGIES, INC.
                          (a Development Stage Company)
                 Notes to the Consolidated Financial Statements
                               September 30, 2001

NOTE 1 - Summary of Significant Accounting Policies (continued)

         Deferred tax assets and the valuation account is as follows:

                                                              September 30,
                                                                   2001
         Deferred tax asset:
            NOL carry forward                                 $      205,000
            Valuation allowance                                     (205,000)
                                                              --------------
         Total                                                $         -
                                                              ==============

         g.  Use of Estimates in the Preparation of Financial Statements

              The  preparation  of  financial   statements  in  conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates and assumptions  that affect  reported  amounts of assets and
         liabilities,  disclosure of contingent  assets and  liabilities  at the
         date of the  financial  statements  and expenses  during the  reporting
         period. In these financial  statements,  assets and liabilities involve
         extensive  reliance on  management's  estimates.  Actual  result  could
         differ from those estimates.

         h.  Revenue Recognition

              The Company has received  revenue  pursuant to an agent  agreement
         which allows the Company to receive fixed monthly  service fees, and to
         bill for additional  services  provided.  The Company records  revenues
         when the services are performed.  The Company has recognized $30,985 in
         revenues for services  performed in connection  with this agreement for
         the year ended September 30, 2001.

              The Company is also entitled to reimbursement for various expenses
         associated with the development of its night vision technology pursuant
         to  the  joint  venture  agreement  with  the  Taiwan  company.   These
         reimbursements are recorded as miscellaneous income when received.  The
         Company  recognized  miscellaneous  income of $98,000 during the fiscal
         year 2001 from reimbursement received from the joint venture partner.

NOTE 2 - Going Concern

              The accompanying  financial statements have been prepared assuming
         that the Company will continue as a going concern.  The Company has few
         assets and has had  recurring  operating  losses and is dependent  upon
         financing  to continue  operations.  The  financial  statements  do not
         include  any  adjustments  that might  result  from the outcome of this
         uncertainty. It is management's plan to finish development of its night
         vision  technology  and begin to market  their  product to generate the
         necessary revenue.

                                      F-8


<PAGE>


NOTE 3 - Development Stage Company

              The Company is a development stage company as defined in Financial
         Accounting  Standards  Board  Statement  No.  7.  It  is  concentrating
         substantially  all of its efforts in raising capital and developing its
         business operations in order to generate significant revenues.

NOTE 4 - Advanced Royalties

              SeaCrest   Industries   Corporation,   formerly  Infrared  Systems
         International,  Inc., entered into a licensing  agreement for marketing
         and  distributing  of  infrared  aircraft  landing  systems.   Seacrest
         received $25,000 in advances. These royalty revenues have been deferred
         until future revenue streams,  if any occur, and has been recorded as a
         liability.

NOTE 5 - Related Party Transactions

              During prior fiscal years,  an officer loaned the company  $61,500
         and was paid back $12,000. During the current fiscal year, this officer
         was paid back $21,200.  The balance due on the note as of September 30,
         2001 is  $28,300.  The note  payable-officer  is  considered  a current
         liability with no provisions for interest.

NOTE 6 - Property & Equipment

         Property & Equipment consists of the following at September 30, 2001:

               Equipment                                     $36,000
               Accumulated Depreciation                       (9,165)
                                                             -------
                  Net Property & Equipment                   $26,835
                                                             =======

              Expenditures  for  property  and  equipment  and for  renewals and
         betterments,  which extend the  originally  estimated  economic life of
         assets or convert  the assets to a new use,  are  capitalized  at cost.
         Expenditures for  maintenance,  repairs and other renewals of items are
         charged to expense. When items are disposed of the cost and accumulated
         depreciation  are eliminated from the accounts,  and an gain or loss is
         included in the results of operations.

              The  provision   for   depreciation   is   calculated   using  the
         straight-line method over the estimated useful lives of the assets. The
         useful lives of  equipment  are 5 years.  Depreciation  expense for the
         year ended September 30, 2001 is $7,000.

NOTE 7 - Line of Credit

              The Company has  negotiated  a Line of Credit with a  corporation,
         wherein  the  Company  has a credit  limit  of  $125,000.  The  Company
         received  advances of $6,000 and $79,500  during the fiscal years ended
         2001 and 2000, respectively.  The company has recorded accrued interest
         of $13,007 in connection with the advances.  The principal and interest
         is due January 1, 2004.


                                      F-9

<PAGE>



                                   SIGNATURES

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


Date: April 22, 2002                           Advance Technologies, Inc.
                                               (Registrant)

                                               By: /s/GARY E. BALL
                                                   --------------------------
                                                      Gary E. Ball
                                                      President and Director