UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): OCTOBER 15, 2005
ADVANCED MATERIALS GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
0-16401 33-0215295
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(Commission File Number) (IRS Employer Identification No.)
3303 LEE PARKWAY, SUITE 105, DALLAS, TEXAS 75219
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(Address of Principal Executive Offices) (Zip Code)
(972) 432-0602
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(Registrant's Telephone Number, Including Area Code)
11420 MATHIS AVENUE, DALLAS, TEXAS 75234
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On October 18, 2005, ADMG issued to Charles Scribner 250,000 shares of
ADMG's common stock for $0.20 per share ($50,000) and on October 15, 2005, ADMG
issued to Andrew Garr 100,000 shares of ADMG's common stock for $0.20 per share
($20,000).
The issuances of securities described above were made in reliance upon
the exemption from registration available under Section 4(2) of the Securities
Act, among others, as a transaction not involving a public offering. This
exemption was claimed on the basis that the transactions did not involve any
public offering and the purchasers were accredited or sophisticated and had
sufficient access to the kind of information registration would provide.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 31, 2005 ADVANCED MATERIALS GROUP, INC.
By: /s/ William G. Mortensen
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William G. Mortensen, President and
Chief Financial Officer