As filed with the Securities and Exchange Commission on February

0001002334-11-000110.txt : 20130828 0001002334-11-000110.hdr.sgml : 20130828 20110311112216 ACCESSION NUMBER: 0001002334-11-000110 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110311 DATE AS OF CHANGE: 20110609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA ADVANCED TECHOLOGY CENTRAL INDEX KEY: 0000820771 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841055077 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-169212 FILM NUMBER: 11680749 BUSINESS ADDRESS: STREET 1: 640 S SAN VICENTE BOULEVARD STREET 2: FIFTH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90048 BUSINESS PHONE: 2135375730 MAIL ADDRESS: STREET 1: 640 S SAN VICENTE BOULEVARD STREET 2: FIFTH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90048 FORMER COMPANY: FORMER CONFORMED NAME: CHINA ADVANCED TECHNOLOGY DATE OF NAME CHANGE: 20110531 FORMER COMPANY: FORMER CONFORMED NAME: CHINA ADVANCED TECHOLOGY DATE OF NAME CHANGE: 20100622 FORMER COMPANY: FORMER CONFORMED NAME: WESTMARK GROUP HOLDINGS INC DATE OF NAME CHANGE: 19940808 S-1/A 1 s1amd10301112.htm As filed with the Securities and Exchange Commission on February _

As filed with the Securities and Exchange Commission on March 4, 2011

Registration No. 333-169212

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

CHINA ADVANCED TECHNOLOGY

(Name of registrant as specified in its charter)

Nevada

5122

84-1055077

(State or Jurisdiction of

Primary SIC Code

(IRS Employer

incorporation or organization)

Identification No.)

710 Market Street

Learned Hand

Chapel Hill, North Carolina 27516

710 Market Street

(919) 370-4408

Chapel Hill, North Carolina 27516

(919) 370-4408

(Address, including zip code, and telephone number, including area code

of Registrant's principal executive offices)

(Name, address, including zip code, and telephone

number, including area code, of agent for service

copy to:

Jehu Hand, Esq.

Hand & Hand, a professional corporation

24 Calle de la Luna

San Clemente, CA 92673

(949) 489-2400

facsimile (949) 489 0034

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

______

Accelerated filer ______

Non-accelerated filer______ (Do not check if a smaller reporting company)

Smaller reporting company X

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Title of Each Class of

Amount to

Offering Price

Aggregate

Amount of

Securities to be Registered

Be Registered

Per Share⁽¹⁾

Offering Price

Registration Fee

Common Stock offered by

Selling Shareholders

1,500,000

.01

15,000

2.85

Total

1,500,000

15,000

2.85

⁽²⁾

(1)

Estimated solely for purposes of calculating the registration fee. The proposed maximum offering price per share is based upon the expected public offering price of $.01 per share pursuant to Rule 457(a). The common stock trades only sporadically and the Registrant makes no representation hereby as to the price at which its common stock shall trade.

(2)

Filing fee of $2.85 paid with initial filing.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

PROSPECTUS

CHINA ADVANCED TECHNOLOGY

1,500,000 Shares of Common Stock

The 1,500,000 shares of common stock of China Advanced Technology, a Nevada corporation ("China Advanced Technology") are offered by the selling stockholders. The expenses of the offering, estimated at $6,000, will be paid by China Advanced Technology. China Advanced Technology will not receive any proceeds from the sale of shares by the selling stockholders. There is currently no trading market for the common stock. Certain of the selling stockholders which were promoters or affiliates of China Advanced Technology may be deemed to be underwriters.

The "penny stock" rules limit trading of securities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a price of $5.00 or higher, in that brokers making trades in those securities must make a special suitability determination for purchasers of the security, and obtain the purchaser's written consent prior to purchase. If our common stock is not listed on NASDAQ or a recognized stock exchange or its trading price is not $5.00 or more these rules may cause many potential purchasers to reconsider their intended purchase of our common stock. The application of these rules may make it difficult for purchasers in this offering to resell their shares. As of the date of this Prospectus, the Common Stock is not traded on NASDAQ or any recognized stock exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Purchase of these securities involves risks. See "Risk Factors" on page 3.

Initial Offering Price⁽¹⁾

Sales Commissions

Total to Selling Stockholders

Per share

$.01

(2)

$.01

Total

$15,000

(2)

$15,000

(1)

The shares will be offered at the Initial Offering Price until such time, if any, that the common stock is trading or listed on a public market, at which time the common stock will be offered at market prices. The Initial Offering Price of $.01 was determined by negotiations between China Advanced Technology and the selling stockholders and is the price at which such persons acquired their shares.

(2)

China Advanced Technology will not receive any proceeds from this offering. No person has agreed to underwrite or take down any of the securities. For sales on any trading market, sales commissions will be limited to those paid in similar market transactions. For private sale transactions, no sales commission can be paid. There is no minimum amount of securities which may be sold.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

The date of this prospectus is March 4, 2011.

PROSPECTUS SUMMARY

The following is intended to be a summary of the most important aspects of our business.

China Advanced Technology

We are engaged in providing marketing assistance to internet businesses. Our activities include consulting on, and providing, web page design, search engine optimization, website marketing, and non-traditional marketing.

We began operations in May, 2008 by developing our own, internally developed integration of search engine optimization and non-traditional marketing, including viral marketing, combined with conventional web design. We define non-traditional marketing to refer to marketing which is outside the traditional media of paid advertising, such as blogs, infotainment, video marketing through video sharing sites, and social networking sites. Viral marketing is a term referring to marketing, or attempting to market, through non-paid, consumer driven means of diffusion. Similar to propagation of a virus, viral marketing techniques utilize self-replicating processes and may take place through the use of videoclips, interactive flash games, advergames, ebooks, or text messages. As of April 2010 we have produced several demonstration projects but have not yet obtained revenues. These projects involved blogging, search engine optimization and search engine management for a retailer of vitamin products. We received our first revenues in the six months ended January 31, 2011.

Or business model is predicated on the fact that the consumer is deluged with advertisements, and management's opinion that traditional advertisements are becoming less effective and more expensive. We offer marketing and advertising solutions which we believe are effective and reasonably priced and which we believe are especially suited to internet businesses because of their low cost and because they utilize the internet for propagation. These solutions include blogging, placement of soft or lifestyle news in print or other traditional media, and infotainment, and advice on video production and commercial production. We do not intend to market software or other goods. We are a service business. We have already developed all of the methods by which we offer services; the costs for developing those services are included in our results of operations for the two years ended April 30, 2010.

All our operations are carried out through our wholly-owned subsidiary, Live Wise, Inc. Whenever we employ the terms "we," "us," "our," or similar words, we refer to the combined entity. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in their report on our consolidated financial statements.

Our address is 710 Market Street, Chapel Hill, North Carolina 27516 and our telephone number is (919) 370-4408.

The Offering

The offering is being made by the selling stockholders, who are offering all of the shares owned by them.

Securities Offered:

1,500,000 shares of common stock.

Initial Offering Price

$.01 per share.

Offering Period:

Until [12 months from effective date]

Risk Factors

The securities offered hereby involve a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment.

Common Stock Outstanding⁽¹⁾ Before Offering:

4,451,158⁽¹⁾ shares

Common Stock Outstanding After Offering:

4,451,158⁽¹⁾ shares

(1)

Based on shares outstanding as of January 31, 2011.

RISK FACTORS

Investors should review the following risk factors which apply specifically to the Company.

The current economy makes smaller companies reluctant to or unable to spend on advertising, especially non-traditional marketing.

Because of our limited history, we have only been able to attract the interest of smaller (less than $10 million in sales) businesses. These companies typically have not used advertising in the past or lack funds to pay for non-traditional advertising. Until the economy improves or we are able to show a track record, we will not be able to obtain a significant number of clients. We are investigating the possibility of offering revenue share contracts to our customers, under which we will be required to fund costs of the advertising in exchange for a percentage of sales. We estimate the initial cost of a typical campaign to be about $10-25,000 and intend to enter into such an agreement once we have a suitable candidate-one that we believe will generate us a significant return.

Lack of full time personnel impedes our development.

Our management devotes only part time (10 hours per week) to the business of the Company. We have no full time employees, but hire independent contractors on a per project basis. Until we can produce revenues, management will not be able to devote full time to the business.

The internet advertising market is continually evolving, and our business model may become obsolete.

The internet market in which we operate is constantly changing. There are tens of thousands of entrepreneurs who are seeking to take advantage of the marketing opportunities presented by the internet. Any one of these entrepreneurs could develop a marketing method which makes our business model obsolete or makes it less effective.

Standards for compliance with Section 404 of the Sarbanes-Oxley Act of 2002 are uncertain, and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal controls over financial reporting, and attestation of our assessment by our independent registered public accounting firm. Currently, we believe these two requirements will apply to our annual reports for fiscal 2010 and 2011, respectively. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance during fiscal 2011 and on an ongoing basis. It is difficult for us to predict how long it will take to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, the attestation process by our independent registered public accounting firm is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accounting firm. In the event that our Chief Executive Officer, Chief Financial Officer or independent registered public accounting firm determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively impacted.

Failure to maintain effective disclosure controls and internal controls over financial reporting may adversely affect the price of our common stock.

Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) and our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) required by paragraph (b) and (d) of Rule 13a-15 or Rule 15d-15, as of April 30, 2010, our Chief Executive Officer, who is also our Chief Financial Officer has concluded that as of April 30, 2010, we did not have effective (i) disclosure controls and procedures, or (ii) internal control over financial reporting. The failure on our part to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management's assessment of disclosure controls and procedures and internal controls over financial reporting may continue to identify weaknesses and conditions that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management's assessment of our internal controls over financial reporting or disclosure of our public accounting firm's attestation to or report on management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock. See “Plan of Operations.”

Our auditors have rendered a going concern emphasis opinion on our financial statements.

Our auditors have expressed concern as to the uncertainties in our business which raise substantial doubt about our ability to continue as a going concern. If our business is ultimately unsuccessful, the assets on our balance sheet could be worth significantly less than their carrying value and the amount available for distribution to stockholders on liquidation would likely be insignificant.

Penny stock rules could make it hard to resell your shares.

China Advanced Technology's common stock will not meet the listing requirements for any trading market other than the OTC Bulletin Board, a quotation medium for subscribing members, or the Pink Sheets LLC. The common stock is currently quoted on the Pink Sheets LLC, and we plan to ask a market maker to apply for the listing of our common stock on the OTC Bulletin Board. The OTC Bulletin Board may not accept the application of any market maker to initiate quotations in our common stock. Consequently, the liquidity of China Advanced Technology's securities could be impaired, not only in the number of securities which could be bought and sold, but also through delays in the timing of transactions, reduction in security analysts' and the news media's coverage of China Advanced Technology, and lower prices for China Advanced Technology's securities than might otherwise be attained.

In addition, the "penny stock" rules limit trading of securities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a price of $5.00 or higher, in that brokers making trades in those securities must make a special suitability determination for purchasers of the security, and obtain the purchaser's written consent prior to purchase. If our common stock is not listed on NASDAQ or a recognized stock exchange or its trading price is not $5.00 or more these rules may cause many potential purchasers to reconsider their intended purchase of our common stock. The application of these rules may make it difficult for purchasers in this offering to resell their shares.

ADDITIONAL INFORMATION

China Advanced Technology has filed a registration statement under the Securities Act with respect to the securities offered

hereby with the Commission, 100 F Street, N.E., Washington, D.C. 20549. This prospectus, which is a part of the registration statement, does not contain all of the information contained in the registration statement and the exhibits and schedules thereto, certain items of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to China Advanced Technology and the securities offered, reference is made to the registration statement, including all exhibits and schedules thereto, which may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates on official business days from 10 am to 3 pm. You can call the Commission at (202) 551-8090 for further assistance or information.

Upon effectiveness of the registration statement of which this Prospectus is a part, China Advanced Technology will be required to file reports and other information with the Commission. All of such reports and other information may be inspected and copied at the Commission's public reference facilities described above. The public may obtain information on the operation of the public reference room in Washington, D.C. by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The address of such site is http://www.sec.gov. In addition, China Advanced Technology intends to make available to its shareholders annual reports, including audited financial statements and such other reports as China Advanced Technology may determine.

DIVIDEND POLICY

China Advanced Technology has not paid any dividends on its common stock. China Advanced Technology currently intends to retain any earnings for use in its business, and therefore does not anticipate paying cash dividends in the foreseeable future.

MARKET PRICE OF COMMON STOCK

Our common stock is listed on the Pink Sheets under the symbol CADT and trades only sporadically. Prior to June 23, 2010, the company traded under the symbol VDTI. There was a 1-for-1000 reverse split which was effected on June 23, 2010. The last trade of the common stock was on January 5, 2011 for 100 shares at $.02 per share. To the Company's best knowledge there has been only sporadic trading of the common stock since May 1, 2008. The Pink OTC Markets has labeled our common stock with the warning sign "Caveat Emptor" (Buyer Beware) and will continue to do so unless the Company applies for and is accepted for the Pink OTC Markets disclosure system, or this registration statement is effective and the Company is current in filing its reports with the Commission.

As of January 31, 2011, there were approximately 50 record holders of common stock.

There are no warrants or options outstanding and no registration rights have been granted. At the present time 4,451,158 shares are outstanding, including 1,500,000 shares which have been registered for resale via this prospectus.

PLAN OF OPERATION

(Management's Discussion and Analysis and Plan of Operation Required by Regulation S-K Item 303)

Critical Accounting Policies and Estimates

Principles of consolidation. The condensed consolidated financial statements include the accounts of the Company and its subsidiary. All significant inter-company balances and transactions are eliminated on consolidation.

Use of estimates. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.

Plan of Operations

We did not enjoy any revenues until the six months ended January 31, 2011. We had a loss of $20,988 and $50,804 for the years ended April 30, 2010 and 2009, respectively. We had net income of $25,884 for the six months ended January 31, 2011 on revenues of $114,964 and a cost of sales of $66,849. Our operating expenses consist primarily of costs related to developing demonstration projects, and expenses associated with the cost of being public of about $1,500 per month including legal, accounting, and transfer agent fees . Our expenses during the two years ended April 30, 2010 and 2009 included marketing expenses and the costs of preparing our demonstration projects, all of which projects were developed in fiscal 2009, resulting in higher expenses in that year compared to 2010. Nearly all our costs in fiscal 2010 were comprised of depreciation on fixed assets and marketing expenses.

Our cash needs in the year ended April 30, 2012 are estimated to be $60,000. This budget is based on the assumption that we will carry out one project at a time for which we will need about $35,000 in working capital; general and administrative expenses of $18,000 for the costs related to being public, and miscellaneous office expenses of $2,000 and working capital of $5,000. These funds will be needed at such time as we have commitments for a project. We were able to engage in two projects in fiscal 2011 without working capital, but cannot assure our shareholders that we will be able to do so again. Without additional funding, we expect to be able to carry out 6 projects a year. We will need such working capital of $60,000 approximately two months (based on net 60 days' payment) so we cannot under this financing plan undertake more than 6 funded projects per year. The estimate of $35,000 per project means that we would take on additional projects as we have the $35,000 in working capital for each.

We sold 1,300,000 shares for net proceeds of $13,000 in an offering conducted in May and June 2010. This amount together with advances from management should be sufficient to cover our cash needs through the end of the October 31, 2011 quarter, at which time, based on our estimates for our business growth, we will be required to obtain additional funding. We have no arrangement or understanding pursuant to which we might obtain such funding.

Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in "Risk Factors" and other statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.

Since we have not yet generated any revenues until after April 30, 2010, we were a development stage company as that term is defined in Section 915 - Development Stage Entities, of the FASB Accounting Standards Codification. Our activities have mostly been devoted to seeking capital; seeking supply contracts and development of a business plan. Our auditors have included an explanatory paragraph in their report on our financial statements, relating to the uncertainty of our business as a going concern, due to our lack of operating history or current revenues, its nature as a start up business, management's limited experience and limited funds. We do not believe that conventional financing, such as bank loans, is available to us due to these factors. We have no bank line of credit available to us. Management believes that it will be able to raise the required funds for

operations from one or more future offerings, in order to effect our business plan.

Our future operating results are subject to many facilities, including:

o our success in obtaining contracts for our services;

o the success of any joint marketing agreements;

o our ability to obtain additional financing; and

o other risks which we identify in future filings with the SEC.

Any or all of our forward looking statements in this prospectus and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this prospectus.

Contractual Obligations and Off-Balance Sheet Arrangements

We do not have any contractual obligations or off balance sheet arrangements.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of April 30, 2010 and January 31, 2011. Based on this evaluation, our management has concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, nor to allow timely decisions regarding required disclosure because of the limited number of management personnel and lack of segregation of the chief executive officer and chief financial officer duties, as stated in further detail below in our report on internal controls.

Internal Control over Financial Reporting

Our management’s evaluation did not identify any change in our internal control over financial reporting that occurred during the fiscal year ended April 30, 2010 that has materially affected or is reasonably likely to materially affect our internal control over such reporting.

The term "internal control over financial reporting" is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the registrant's assets that could have a material effect on the financial statements.

Management’s Report on Internal Control over Financial Reporting and Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2010 and January 31, 2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2010 and January 31, 2011, we determined that the following deficiencies constituted a material weakness, as described below.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company has no audit committee. There is no policy on fraud and no code of ethics at this time. A whistleblower policy is not necessary given the small size of the organization.

Management override of existing controls is possible given the small size of the organization and lack of personnel.

There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

Management is currently evaluating remediation plans for the above control deficiencies.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, 2010 and January 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO.

BUSINESS

Background

China Advanced Technology, a Nevada corporation (the "Company") was incorporated on February 16, 2010 and is the successor by merger to Vitalcare Diabetes Treatment Centers, Inc. ("Vitalcare"). In February and March 2010, Vitalcare underwent a holding company reorganization under Delaware law, pursuant to which it became a wholly-owned subsidiary of Vitalcare Holding Corporation, and Vitalcare, together with its assets and liabilities, was sold to a non-affiliated third party. Vitalcare Holding Corporation subsequently reincorporated in Nevada by merger into the Company.

Vitalcare was in the business of administering medical clinics specializing in diabetes treatment. It was the successor to Network Financial Services, Inc., which went public in an underwritten offering in 1987. Network was engaged in mortgage origination, and changed its name to Westmark Group Holdings in 1993 in connection with the acquisition of Westmark Mortgage from Primark Corporation. Westmark ceased operations at some time in 2006, and in 2006 ceased filing reports under the Securities Exchange Act of 1934. The corporate entity was thereafter known as Viking Consolidated, Inc. (2006), Tailor Aquaponics World Wide, Inc. (2007) and Diversified Acquisitions (2007) until it entered the medical clinic business in early 2008. The Company has no information regarding any business activities from 2006 after the mortgage origination business closed, to early 2008.

The Company carries on all of its current operations through its Delaware subsidiary, Live Wise, Inc., which was formally acquired in a reverse merger transaction in February 2010. Live Wise, Inc. began operations in May, 2008. In February 2010, the Company issued 600,000 shares to the three shareholders of Live Wise, Inc. in exchange for 100% of the Live Wise common stock. The transaction was accounted for as a reverse acquisition in which Live Wise, Inc. is deemed to be the accounting acquiror, and the prior operations of the Company are disregarded for accounting purposes. Whenever we employ the terms "we," "us," "our," or similar words, we refer to the combined entity.

Our Business

Marketing

We market by referral and also via internet advertisements. Because of our limited history, we have only been able to attract the interest of smaller (less than $10 million in sales) businesses. These companies typically have not used advertising in the past or lack funds to pay for non-traditional advertising. Until the economy improves or we are able to show a track record, we will not be able to obtain a significant number of clients. We are investigating the possibility of offering joint venture contracts to our customers, under which we will be required to fund costs of the advertising in exchange for a percentage of sales. We estimate the initial cost of a typical campaign to be about $10-25,000 and intend to enter into such an agreement once we have a suitable candidate-one that we believe will generate us a significant return

Under a revenue share/joint venture campaign, advertising would direct potential customers to a landing site, which would redirect the customer to our client's actual web page and we would be credited with any resulting sales. We would be paid as funds are received by our client. This is a technique commonly used by other advertising providers in the industry such as Google.

Employees and Design Services

The Company's only employee at the present time is its sole executive officer and director, who devotes about 10 hours per week to the affairs of the Company. (See "Management"). Remaining consultants and technical personnel such as web designers and writers are paid as independent contractors. There are currently a plethora of talented personnel in the Research Triangle, which includes the city of Chapel Hill. We pay these persons on a contract basis as required.

Competition

Competition in the internet market is highly competitive and largely fragmented, although it is dominated by Google and other internet search providers. Smaller marketing companies are able to tailor advertising to the individual company much better and to design more cost effective programs. However, the search engines are certainly better known and have vastly greater financial resources. We compete more with the smaller consultants and web designers which encounter very low barrier to entry. We believe we can compete favorably based on the quality of our demonstration projects.

Legal Proceedings

China Advanced Technology is not a party to any material pending legal proceeding.

MANAGEMENT

Directors and Executive Officers

The member of the Board of Directors of China Advanced Technology serves until the next annual meeting of stockholders, or until their successors have been elected. The officer serves at the pleasure of the Board of Directors. The following are the directors and officers of China Advanced Technology.

Learned Jeremiah Hand, Chief Executive Officer

Mr. Hand, age 50, became chief executive and financial officer and director of China Advanced Technology in February, 2009 and founded its operating subsidiary Live Wise, Inc. in May 2008. He has been Chief Executive Officer and a director of Wellstone Filter Science, Inc. since March 2000 and Acting Chief Financial Officer since September, 2006. From March 2000 to December 2003 he was employed by Warren Pharmaceuticals, Inc. as its Vice President - Chief Operating Officer. From January 2000 to December 2003 he was Executive Director of the Kenneth S. Warren Institute, a non-profit medical research facility. In 1999 he founded HFC, a private seed venture capital corporation, which has made many internet and biotechnology related investments and is a founder of Medibuy.com. Mr. Hand dedicates 10% of his time to the Company. From 1994 to 1999, he served as Vice President at Morgan Stanley Dean Witter. He has a BA cum laude from Amherst College.

Executive Compensation

The following table sets forth the compensation of the Company's sole executive officer for the year ended April 30, 2010.

SUMMARY COMPENSATION TABLE

Name and Principal Position
(a)

Year
(b)

Salary
($)
(c)

Bonus
($)
(d)

Stock
Awards
($)
(e)

Option
Awards
($)
(f)

NonEquity
Incentive
Plan
Compensation
($)
(g)

Nonqualified
Deferred
Compensation
Earnings
($)
(h)

All
Other
Compensation
($)
(i)

Total
($)
(j)

Learned

Hand, CEO and CFO

2010

Mr. Hand received 2,500,000 shares in May 2010 for service valued at $25,000. There is no other cash or non cash compensation paid to Mr. Hand.

No amounts are paid or payable to directors for acting as such.

PRINCIPAL SHAREHOLDERS

The following table sets forth information relating to the beneficial ownership of Company common stock as of the date of this prospectus by (i) each person known by China Advanced Technology to be the beneficial owner of more than 5% of the outstanding shares of common stock (ii) each of China Advanced Technology' directors and executive officers, and (iii) the Percentage After Offering assumes the sale of all shares offered. Unless otherwise noted below, China Advanced Technology believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.

Percentage

Name and Address

Common Stock

Before Offering

After Offering

Learned J. Hand

2,900,000

65.3%

All executive officers and

directors as a group

(1 person)

2,900,000

65.3%

SELLING STOCKHOLDERS

The shares of common stock of China Advanced Technology offered by the Selling Stockholders will be offered at a price of $.01 per share and then, if the shares are subsequently publicly traded, at market prices, as reflected on the National Association of Securities Dealers Electronic Bulletin Board. Selling Stockholders Adam Hand and Jehu Hand acquired their shares in February 2010 in exchange for their shares of Live Wise, Inc.; Learned Hand was issued 2,500,000 shares for services in May 2010 for $.01 per share; and the remaining persons acquired shares in a May private placement at a price of $.01 per share paid in cash. It is anticipated that registered broker-dealers will be allowed the commissions which are usual and customary in open market transactions. There are no other arrangements or understandings with respect to the distribution of the Common Stock. Except as noted, the Selling Stockholders do not own any Common Stock except as registered hereby for sale and will own no shares after the completion of the offering. The relationship, if any, between China Advanced Technology and any Selling Stockholder is set forth below. Should any successor to any Selling Stockholder wish to sell the shares under this Prospectus, China Advanced Technology will be required to file a prospectus supplement covering those shares. None of the Selling Stockholders will own any shares after the offering except as indicated. None of the selling shareholders are affiliated with any registered broker dealers.

Shares Beneficially Percentage

Name

Owned and Being Offered After Offering

Jehu Hand, Corporate Secretary (1)

100,000

Adam Hand(1)

100,000

William Wilkinson

200,000

Bioclean Products(2)

300,000

Able Direct Marketing(3)

200,000

Coolserve Corporation(4)

200,000

Anahuac Management(5)

200,000

Esthetics World(6)

200,000

TOTAL

1,500,000

(1) Brother of Learned Hand

(2) Control person is Doris Urueta

(3) Control person is Katya Konuschenko

(4) Control person is Alex Sosnovsky

(5) Control person is Yuriy Semenov

(6) Control person is Karen Campo

PLAN OF DISTRIBUTION

China Advanced Technology's common stock is currently traded on the Pink Sheets, LLC, but also intends to solicit one or more market makers to file for a listing of the common stock on the OTC Bulletin Board. Application for the OTC Bulletin Board can be made only upon effectiveness of the registration statement of which this Prospectus is a part. China Advanced Technology anticipates the selling stockholders will sell their shares directly on the Pink Sheets LLC, on the OTC Bulletin Board or any other market any market created. The prices the selling stockholders will receive will initially be $.01 per share until the shares are trading on a market such as the OTC Bulletin Board, and thereafter will be determined by the market conditions. Selling stockholders may also sell in private transactions. China Advanced Technology cannot predict the price at which shares may be sold or whether the common stock will ever trade on any market. The shares may be sold by the selling stockholders, as the case may be, from time to time, in one or more transactions. China Advanced Technology does not intend to enter into any arrangements with any securities dealers concerning solicitation of offers to purchase the shares. Selling Stockholders may also sell in private transactions, at privately negotiated prices, but no sales commissions may be paid for effectuating private transactions.

In addition, the "penny stock" rules limit trading of securities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a price of $5.00 or higher, in that brokers making trades in those securities must make a special suitability determination for purchasers of the security, and obtain the purchaser's written consent prior to purchase. Because our common stock will not be listed on NASDAQ or a recognized stock exchange nor is its trading price expected to exceed $5.00 per share, these rules may cause many potential purchasers to reconsider their intended purchase of our common stock. The application of these rules may make it difficult for purchasers in this offering to resell their shares.

Commissions and discounts paid in connection with the sale of the shares by the selling stockholders will be determined through negotiations between them and the broker-dealers through or to which the securities are to be sold and may vary, depending on the broker-dealers fee schedule, the size of the transaction and other factors. The separate costs of the selling stockholders will be borne by them. The selling stockholders will, and any broker,-broker dealer or agent that participates with the selling stockholders in the sale of the shares by them may be deemed an "underwriter" within the meaning of the Securities Act, and any commissions or discounts received by them and any profits on the resale of shares purchased by them may be deemed to be underwriting commissions under the Securities Act. China Advanced Technology understands that it is the position of FINRA that such sales commissions or discounts should not exceed 5% of the gross offering price at which the selling stockholders sell their shares.

Regulation M prohibits certain market activities by persons selling securities in a distribution. To demonstrate their understanding of those restrictions and others, selling stockholders will be required, prior to the release of unlegended shares to themselves or any transferee, to represent as follows: that they have delivered a copy of this prospectus, and if they are effecting sales on the Electronic Bulletin Board or interdealer quotation system or any electronic network, that neither they nor any affiliates or person acting on their behalf, directly or indirectly, has engaged in any short sale of China Advanced Technology common stock; and for a period commencing at least 5 business days before his first sale and ending with the date of his last sale, bid for, purchase, or attempt to induce any person to bid for or purchase China Advanced Technology common stock.

China Advanced Technology will bear all costs of the offering in registering the shares but will bear no selling expense cost. The costs of the offering are estimated at $6,000. This includes $500 which will be due to a law firm of which Mr. Jehu Hand, the brother of our President, is a shareholder for providing a legal opinion as to the validity of the securities offered hereby. China Advanced Technology will use its best efforts to update the registration statement and maintain its effectiveness for one year.

CERTAIN TRANSACTIONS

Mr. Hand from time to time has advanced has advanced funds to the Company reflected as related party accounts payable. On April 30, 2009, all outstanding payables were converted into a demand promissory note for $37,906, bearing 8% interest plus 1% sales volume. Since there were no repayments during fiscal 2009, the highest amount outstanding during fiscal year 2009 was $57,906. As of April 30, 2010, he is owed an additional $18,899 for funds advanced during fiscal 2010. Since there were no repayments during the year ended April 30, 2010, the note payable of $57,906 plus accrued interest of $6,645 at year end, and the amounts advanced of $18,899 through April 30, 2010 represent the highest amounts owed during fiscal 2010. No interest has ever been paid on the note.

DESCRIPTION OF SECURITIES

Common Stock

China Advanced Technology's Certificate of Incorporation authorizes the issuance of 149,000,000 shares of common stock, $.001 par value per share, of which 4,451,158 shares were outstanding as of January 31, 2011. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock have no cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefore. In the event of a liquidation, dissolution or winding up of China Advanced Technology, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities and the liquidation preference to holders of Preferred Stock. Holders of common stock have no preemptive rights to purchase China Advanced Technology's common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.

Meetings of stockholders may be called by the board of directors, the chairman of the board, the president, or by one or more holders entitled to cast in the aggregate not less than 20% of the votes at the meeting. Holders of a majority of the shares outstanding and entitled to vote at the meeting must be present, in person or by proxy, for a quorum to be present to enable the conduct of business at the meeting.

Preferred Stock

China Advanced Technology's Certificate of Incorporation authorizes the issuance of 1,000,000 shares of preferred stock, $.001 par value, of which no shares of Preferred Stock are outstanding.

China Advanced Technology's Board of Directors has authority, without action by the shareholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series. China Advanced Technology considers it desirable to have preferred stock available to provide increased flexibility in structuring possible future acquisitions and financings and in meeting corporate needs which may arise. If opportunities arise that would make desirable the issuance of preferred stock through either public offering or private placements, the provisions for preferred stock in China Advanced Technology's Articles of Incorporation would avoid the possible delay and expense of a shareholder's meeting, except as may be required by law or regulatory authorities. Issuance of the preferred stock could result, however, in a series of securities outstanding that will have certain preferences with respect to dividends and liquidation over the common stock which would result in dilution of the income per share and net book value of the common stock. Issuance of additional common stock pursuant to any conversion right which may be attached to the terms of any series of preferred stock may also result in dilution of the net income per share and the net book value of the common stock. The specific terms of any series of preferred stock will depend primarily on market conditions, terms of a proposed acquisition or financing, and other factors existing at the time of issuance. Therefore, it is not possible at this time to determine in what respect a particular series of preferred stock will be superior to China Advanced Technology's common stock or any other series of preferred stock which China Advanced Technology may issue. The Board of Directors may issue additional preferred stock in future financings, but has no current plans to do so at this time.

The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of China Advanced Technology.

China Advanced Technology intends to furnish holders of its common stock annual reports containing audited financial statements and to make public quarterly reports containing unaudited financial information.

Transfer Agent

The transfer agent for the common stock is Standard Transfer & Trust, Las Vegas, Nevada.

INTEREST OF NAMED EXPERTS AND COUNSEL

The legality of the Shares offered hereby will be passed upon for China Advanced Technology by Hand & Hand, a professional corporation, Dana Point, California. The principal of Hand & Hand, Jehu Hand, beneficially owns 100,000 shares of common stock and is Corporate Secretary.

EXPERTS

The audited financial statements of China Advanced Technology included in this Prospectus as of April 30, 2010 and 2009 have been audited by Sam Kan & Company, independent certified public accountants, to the extent and for the periods set forth in their report thereon and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

INDEMNIFICATION

China Advanced Technology has adopted provisions in its articles of incorporation and bylaws that limit the liability of its directors and provide for indemnification of its directors and officers to the full extent permitted under the Nevada General Corporation Law. Under China Advanced Technology's articles of incorporation, and as permitted under the Nevada General Corporation Law, directors are not liable to China Advanced Technology or its shareholders for monetary damages arising from a breach of their fiduciary duty of care as directors. Such provisions do not, however, relieve liability for breach of a director's duty of loyalty to China Advanced Technology or its shareholders, liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, liability for transactions in which the director derived as improper personal benefit or liability for the payment of a dividend in violation of Nevada law. Further, the provisions do not relieve a director's liability for violation of, or otherwise relieve China Advanced Technology or its directors from the necessity of complying with, federal or state securities laws or affect the availability of equitable remedies such as injunctive relief or recision.

At present, there is no pending litigation or proceeding involving a director, officer, employee or agent of China Advanced Technology where indemnification will be required or permitted. China Advanced Technology is not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of China Advanced Technology pursuant to the foregoing provisions, or otherwise, China Advanced Technology has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by China Advanced Technology of expenses incurred or paid by a director, officer or controlling person of China Advanced Technology in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, China Advanced Technology will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

CHINA ADVANCED TECHNOLOGY

Audited Consolidated Financial Statements

April 30, 2010 and 2009

CHINA ADVANCED TECHNOLOGY

Contents

Pages

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets

F-2

Consolidated Statements of Income

F-3

Consolidated Statements of Changes in Stockholders' Equity

F-4

Consolidated Statements of Cash Flows

F-5

Notes to Consolidated Financial Statements

F-6 - F-14

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

China Advanced Technology

(A Development Stage Company)

Chapel Hill, North Carolina

We have audited the accompanying consolidated balance sheets of China Advanced Technology and its subsidiary, Live Wise, Inc. (collectively the “Company”) as of April 30, 2010 and April 30, 2009, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the period from the inception on May 1, 2008 to April 30, 2009 and the year ended April 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the 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 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 the Company (A Development Stage Company) as of April 30, 2010 and April 30, 2009, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

We were not engaged to examine management's assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2010 and April 30, 2009, and accordingly, we do not express an opinion thereon.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note 3 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sam Kan & Company________________

Sam Kan & Company,

September 2, 2010

Alameda, California

CHINA ADVANCED TECHNOLOGY

(A Development Stage Enterprise)

CONSOLIDATED BALANCE SHEETS

ASSETS

APRIL 30,

2010

2009

Current Assets

Cash and cash equivalents

Accounts receivable

Total Current Assets

Furniture and equipment, net

10,030

17,487

Total Assets

10,030

17,487

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Accounts payable - Related party

18,899

10,000

Accounts payable

Notes payable - Related party

57,906

Accrued interest - Related party

4,645

Total Current Liabilities

81,450

67,919

Total Liabilities (All Current)

81,450

67,919

Stockholders' Equity (Deficit)

Preferred stock, $.001 par value, 1,000,000

shares authorized; no shares issued and outstanding

at April 30, 2010 and 2009

Common stock, $.001 par value, 149,000,000 shares

authorized; 651,158 and 651,158 shares

issued and outstanding, at April 30, 2010 and 2009

651

Additional Paid In Capital

(279)

Deficit accumulated during the development stage

(71,792)

(50,804)

Total stockholders' Equity (Deficit)

(71,420)

(50,432)

Total Liabilities and Stockholders’ Equity (Deficit)

10,030

17,487

See accompanying Notes to Financial Statements.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the period

from

For the year

May 1, 2008

year ended

(inception) to

April 30, 2010

April 30, 2009

April 30, 2010

Revenue

Operating Expenses

General and administrative

16,356

50,791

67,147

Income (Loss) From Operations

16,356

50,791

(67,147)

Other Income (Expense)

Interest expenses

4,632

4,645

Total Other Income (Expense)

(4,632)

(13)

(4,645)

Total Expenses

20,988

50,804

71,792

Net Income (Loss)

(20,988)

(50,804)

(71,792)

Basic and diluted Income

(loss) per common share

(0.03)

(0.08)

Weighted average shares

outstanding

651,158

See accompanying Notes to Financial Statements.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Enterprise)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Additional

Common Stock

Paid In

Accumulated

Total

Amount

Capital

Deficit

Capital

Balances, May 1, 2008 (Inception)

Common Stock issued

600,000

600

(228)

372

Reverse merger with the shell company

51,158

(51)

Net loss, period ended April 30, 2009

(50,804)

Balances, April 30, 2009

651,158

651

(279)

(50,804)

(50,432)

Net loss, year ended April 30, 2010

(20,988)

Balances, April 30, 2010

651,158

651

(279)

(71,792)

(71,420)

Net loss, nine months ended

January 31, 2011(unaudited)

(17,551)

Issuance of shares for services, May 2010(unaudited)

2,500,000

2,500

22,500

25,000

Issuance of shares for cash in June 2010(unaudited)

1,300,000

1,300

11,700

13,000

Balances, January 31, 2011 (unaudited)

4,451,158

4,451

33,921

(89,342)

(50,971)

See accompanying Notes to Financial Statements.

F-5

CHINA ADVANCED TECHNOLOGY

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the period

from

May 1, 2008

Year Ended

(inception) to

April 30, 2010

April 30, 2009

April 30, 2010

Cash flows from operating activities

Net Income (loss)

(20,988)

(50,804)

(71,792)

Adjustments to reconcile net

income to net cash used in

operating activities:

Depreciation

8,050

6,684

14,734

Increase in accounts payable

13,531

10,013

23,544

Net cash provided by (used in)

operating activities

593

(34,107)

(24,764)

Cash flows from investing activities

Purchase of office furniture

and equipment

(593)

(24,171)

(24,764)

Cash flows used in investing activities

(593)

(24,171)

(24,764)

Cash flows from financing activities

Issuance of common stock

372

Loan from shareholder

57,906

59,906

Net cash provided by financing activities

58,278

Net change in cash

Cash at beginning of period

Cash at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

See accompanying Notes to Financial Statements

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

China Advanced Technology, a Nevada corporation (the "Company") was incorporated on February 16, 2010 and is the successor by merger to Vitalcare Diabetes Treatment Centers, Inc. ("Vitalcare"). In February and March 2010, Vitalcare underwent a holding company reorganization under Delaware law, pursuant to which it became a wholly-owned subsidiary of Vitalcare Holding Corporation, and the Vitalcare, together with its assets and liabilities, was sold to a non-affiliated third party. Vitalcare Holding Corporation subsequently reincorporated in Nevada by merger into the Company.

Live Wise, Inc. was organized as a Delaware corporation on May 1, 2008 (date of inception). On February 16, 2010, the Company acquired Live Wise pursuant to an Agreement and Plan of Reorganization (the Agreement), dated as of February 16, 2010. The Registrant acquired all of the outstanding common stock of Live Wise, in exchange for 600,000 shares of the Registrant's Common Stock whereby the Company issued an aggregate of 51,158 shares of common stock in exchange for all of the issued and outstanding shares of Live Wise, Inc. This transaction was accounted for as a reverse acquisition.

The Company is engaged in marketing assistance to internet businesses. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, “Development Stage Entities”, formerly known as SFAS 7, “Accounting and Reporting by Development State Enterprises.”

These Consolidated financial statements include the accounts of the Company and its subsidiary Live Wise, Inc. All significant intercompany transactions and accounts have been eliminated in consolidation.

Revenue Recognition

The Company recognizes revenues in accordance with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”. The Company recognizes revenue from product sales when the orders are completed and shipped, provided that collection of the resulting receivable is reasonably assured. Amounts billed to customers are recorded as sales while the shipping costs are included in cost of sales.

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.

Accounts Receivable

Accounts receivable are carried at the expected net realizable value. The allowance for doubtful accounts is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations. Since he Company has been in the developmental stage since inception and has no operations to date, there was no accounts receivable at April 30, 2010 and 2009.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property, Plant and Equipment

Property, plant and equipment are carried at cost net of accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method with no salvage value. Estimated useful lives of the property, plant and equipment are as follows:

Equipment

3 years

Furniture and Fixtures

3 years

Advertising

Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the years ended April 30, 2010 and 2009.

Research and Development

All research and development costs are expensed as incurred. There was no research and development expense for the years ended April 30, 2010 and 2009.

Income tax

We are subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, “Income Taxes,” we provide for the recognition of deferred tax assets if realization of such assets is more likely than not.

Non-Cash Equity Transactions

Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 1 –SIGNIFICANT ACCOUNTING POLICIES (continued)

at the value of the stock given, considered in reference to contemporaneous cash sale of stock.

Basis of Presentation

The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of

the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. The consolidated financial statements were compiled in accordance with generally accepted accounting principles of the United States of America. All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: useful lives and residual values of fixed assets, fair market values of inventory (if any), and goodwill and intangible assets impairment tests (if any). The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Fair Value Measurements

Effective beginning second quarter 2010, the FASB ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures , clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

Various inputs are considered when determining the value of the Company’s investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.

Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc…).

Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company’s adoption of FASB ASC Topic 825 did not have a material impact on the company’s consolidated financial statements.

The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. The Company’s had no financial assets and/or liabilities carried at fair value on a recurring basis at April 30, 2010.

The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. As of April 30, 2010, the Company had no assets other than accounts receivable, cash, and furniture and equipment.

Basic and diluted earnings per share

Basic earnings per share are based on the weighted-average number of shares of common stock outstanding. Diluted Earnings per share is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may be issued as a result of the following types of potentially dilutive instruments:

Warrants,

Employee stock options, and

Other equity awards, which include long-term incentive awards.

The FASB ASC Topic 260, Earnings Per Share, requires the Company to include additional shares in the computation of earnings per share, assuming dilution.

Diluted earnings per share is based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Basic and diluted earnings per share are the same as there was no dilutive effect of the outstanding stock options for the years ended April 30, 2010 and 2009.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentrations, Risks, and Uncertainties

The Company did not have a concentration of business with suppliers or customers constituting greater than 10% of the Company’s gross sales during 2010 and 2009.

Subsequent Events

In May 2010, the FASB issued accounting guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC Topic 855 is effective for interim or fiscal periods ending after June 15, 2010. Accordingly, the Company adopted the provisions of FASB ASC Topic 855 on July 9, 2010. The Company has evaluated subsequent events for the period from May 1, 2010 to the date of these financial statements, through September 2, 2010, which represents the date these financial statements are being filed with the Commission. Pursuant to the requirements of FASB ASC Topic 855, subsequent events are disclosed in Note 11.

Stock Based Compensation

For purposes of determining the variables used in the calculation of stock compensation expense under the provisions of FASB ASC Topic 505, “Equity” and FASB ASC Topic 718, “Compensation — Stock Compensation,” we perform an analysis of current market data and historical company data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in our Condensed Consolidated Statement of Operations and Other Comprehensive Income. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

NOTE 2 - RECENTLY ENACTED ACCOUNTING STANDARDS

Accounting Standards Codification

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity (Topic 505-10): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)”. This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. This update is effective for interim and annual periods

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 2 - RECENTLY ENACTED ACCOUNTING STANDARDS (Continued)

ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, “Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary”. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3.

The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the company does not expect that the adoption of this update will have a material effect on its financial statements.

NOTE 3- GOING CONCERN

The Company incurred a net loss of $20,988 and $50,804 for the years ended April 30, 2010 and 2009, respectively. The Company's liabilities exceed its assets by $71,420 as of April 30, 2010. The Company has not received revenues. These factors create substantial doubt about the Company's ability to continue as a going concern. The Company's management plans to continue as a going concern revolves around its ability to achieve, as well as raise necessary capital to pay ongoing general and administrative expenses of the Company.

The ability of the Company to continue as a going concern is dependent on securing additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant, and equipment consist of the following as of April 30, 2010 and 2009:

April 30, 2010

Accumulated

Category of Asset

Cost

Depreciation

Net

Equipment

18,689

10,982

7,707

Furniture & Fixtures

6,075

3,752

2,323

Total

24,764

14,734

10,030

April 30, 2009

Accumulated

Category of Asset

Cost

Depreciation

Net

Equipment

18,096

4,866

13,230

Furniture & Fixtures

6,075

1,818

4,257

Total

24,171

6,684

17,487

The depreciation expenses were $ 8,050 and $6,684 for the years ended April 30, 2010 and 2009.

NOTE 5 – NOTES PAYABLE

The note payable of $57,906 was payable to the office and director. This is an unsecured loan bearing 8% interest plus 1% of the sales of the Company. This loan is due on demand.

NOTE 6 - RELATED PARTY TRANSACTIONS

An officer and director have advanced funds to the Company reflected as related party accounts payable. On April 30, 2009, all outstanding payables were converted into a demand promissory note for $57,906, bearing 8% interest plus 1% sales volume.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION

No amounts were paid for interest or income taxes during the period from May 1, 2008 (date of inception) to April 30, 2010.

NOTE 8 – INCOME TAXES

As of April 30, 2010, the Company had net operating loss carryforwards of approximately $71,792, which expire in varying amounts between 2017 and 2027. Realization of this potential future tax benefit is dependent on generating sufficient taxable income prior to expiration of the loss carryforward. The deferred tax asset related to this (and other) potential future tax benefits has been offset by a valuation allowance in the same amount. The amount of the deferred tax asset ultimately realizable could be increased in the near term if estimates of future taxable income during the carryforward period are revised.

Deferred income tax assets of $30,081 and $21,287 at April 30, 2010 and 2009, respectively were offset in full by a valuation allowance.

The components of the Company's net deferred tax assets, including a valuation allowance, are as follows:

Deferred Tax Assets

As of April 30, 2010

As of April 30, 2009

Net operating loss

carryforwards

$ 71,792

$ 50,804

Net deferred tax assets

before valuation allowance

30,081

21,287

Less: Valuation allowance

(30,081)

(21,287)

Net deferred tax assets

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

As of April 30, 2010

As of April 30, 2009

Statutory federal income tax

(35%)

Statutory state income tax

(6.9%)

Change in valuation allowance

on deferred tax assets

(41.9%)

Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in the above figures for the periods audited.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDING APRIL 30, 2010 AND 2009

NOTE 9 – NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with ASC 260-10 using the weighted average number of common shares outstanding during the year.

The computation of diluted loss per common share is based on the weighted average number of shares outstanding during the year, plus common stock equivalents calculated under the treasury stock method. The Company has no issued stock options or warrants outstanding.

NOTE 10 – CAPITAL STOCK

The Company has authorized 1,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designation and to be issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at April 30, 2010 or 2009.

The Company has authorized 149,000,000 shares of par value $.001 common stock, of which 651,158 shares are outstanding at April 30, 2010 and 2009.

NOTE 11 – SUBSEQUENT EVENTS

In May 2010, the Company issued 2,500,000 shares of common stock for services to its Chief Executive

Officer valued at $.01

per share. The Company also sold 1,300,000 shares of common stock for $.01 per share.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Enterprise)

Unaudited Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2011 and 2010 and the

Period of May 1, 2008 (Inception) to January 31, 2011

CHINA ADVANCED TECHNOLOGY

(A Development Stage Enterprise)

Unaudited Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2011 and 2010 and the

Period of May 1, 2008 (Inception) to January 31, 2011

		Page(s)
Consolidated Balance Sheets as of January 31, 2011 and April 30, 2010		1

Consolidated Statements of Operations for the three and nine months ended January 31, 2011 and 2010 and the period of May 1, 2008 (Inception) to January 31, 2011		2

Consolidated Statements of Cash Flows for the nine months ended January 31, 2011 and 2010 and the period of May 1, 2008 (Inception) to January 31, 2011		3

Notes to the Unaudited Consolidated Financial Statements		4-5

China Advanced Technology

(A Development Stage Enterprise)

Consolidated Balance Sheets

January 31,

April 30,

2011

2010

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

Accounts receivable

114,964

Total Current Assets

114,994

Furniture and equipment, net

10,030

Total Assets

114,994

10,030

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable

68,849

Accounts payable - Related party

31,091

18,899

Notes payable - Related party

57,906

Accrued interest - Related party

8,118

4,645

Total Current Liabilities

165,964

81,450

Stockholders' Equity (Deficit)

Preferred stock, $.001 par value; 1,000,000 shares authorized;

no share issued and outstanding at January 31, 2011 and April

30, 2010

Common stock, $.001 par value; 149,000,000 shares

authorized; 4,451,158 and 651,158 shares issued and

outstanding at January 31, 2011 and April 30, 2010

4,451

651

Additional paid in capital

33,921

(279)

Deficit accumulated during the development stage

(89,342)

(71,792)

Total Stockholders' Equity (Deficit)

(50,970)

(71,420)

Total Liabilities and Stockholders' Equity (Deficit)

114,994

10,030

See accompanying notes to financial statements

China Advanced Technology

(A Development Stage Enterprise)

Consolidated Statements of Operations

(unaudited)

For the Period

from

May 1, 2008

Three Months Ended

Nine Months Ended

(inception) to

January 31,

2011

2010

2011

2010

2011

Revenues

114,964

Cost of goods sold

66,849

1,125

66,849

Gross Profit

48,115

(1,125)

48,115

Operating Expenses

Selling, general and

administrative

17,277

3,026

62,191

10,838

129,338

Loss from Operating

Expenses

(17,277)

(3,026)

(14,077)

(11,963)

(81,223)

Other Income (Expense)

Interest expense

(1,158)

(3,474)

(8,119)

Total Other Income

(Expenses)

(1,158)

(3,474)

(8,119)

Net loss

(18,435)

(4,184)

(17,551)

(15,437)

(89,342)

Basic and diluted loss

per common share

(0.00)

(0.01)

(0.00)

(0.02)

Weighted average shares

outstanding

4,451,158

651,158

3,898,431

651,158

See accompanying notes to financial statements

China Advanced Technology

(A Development Stage Enterprise)

Consolidated Statements of Cash Flows

For the period

from

May 1, 2008

Nine Months Ended

(inception) to

January 31,

2011

2010

2011

(Unaudited)

Cash flows from operating activities

Net income (loss)

(17,551)

(15,437)

(89,343)

Adjustments to reconcile net loss to net cash used in

operating activities:

Depreciation

10,030

6,038

24,764

Common stock issued for service

2,500

Changes in operating assets and liabilities:

Accounts receivable

(114,964)

Accounts payable

68,849

9,992

92,393

Accounts payable - Related party

12,192

Accrued interest - Related party

3,474

Net cash provided by (used in) operating activities

(35,470)

593

(68,984)

Cash flows from investing activities

Purchase of office furniture and equipment

(593)

(24,764)

Cash flows used in investing activities

(593)

(24,764)

Cash flows from financing activities

Common stock issued for cash proceeds

1,300

1,672

Loan from shareholder

34,200

92,106

Net cash provided by financing activities

35,500

93,778

Net increase in cash

Cash at beginning of period

Cash at end of period

Supplemental cash flow information:

Cash paid for interest

3,474

8,119

Cash paid for income taxes

Supplemental non-cash investing and financing activities:

Common stock issued in exchange for services

2,500

See accompanying notes to financial statements

CHINA ADVANCED TECHNOLOGY

(A Development Stage Enterprise)

Notes to Unaudited Consolidated Financial Statements

For the Period of May 1, 2008 (Inception) to January 31, 2011

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s April 30, 2010 audited consolidated financial statements. The results of operations for the periods ended January 31, 2011 and 2010 are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The Company incurred a net loss of $17,551 for the nine months ended January 31, 2011. The Company's liabilities exceed its assets by $50,970 at January 31, 2011. The Company did not receive revenues until the nine months ended January 31, 2011. These factors create substantial doubt about the Company's ability to continue as a going concern. The Company's management plans to continue as a going concern revolves around its ability to achieve, as well as raise necessary capital to pay ongoing general and administrative expenses of the Company.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

CHINA ADVANCED TECHNOLOGY

(A Development Stage Enterprise)

Notes to Unaudited Consolidated Financial Statements

For the Period of May 1, 2008 (Inception) to January 31, 2011

NOTE 3 – RELATED PARTY TRANSACTIONS

A shareholder loaned $2,000 to the Company in the quarter ended January 31, 2011; the loan is due on demand and bears no interest.

NOTE 4 – SHAREHOLDERS’ EQUITY

During the nine months ended January 31, 2011, the Company issued 2,500,000 shares of its common stock for services received from its Chief Executive Officer valued at $25,000 in total. The Company also issued 1,300,000 common shares in consideration of total cash proceeds of $13,000 which represents a selling price of $.01 per share.

NOTE 5 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date of this filing and determined there are no events to disclose.

No dealer, salesman or other person is authorized to give any information or to make any representations not contained in this Prospectus in connection with the offer made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by China Advanced Technology. This Prospectus does not constitute an offer to sell or a solicitation to an offer to buy the securities offered hereby to any person in any state or other jurisdiction in which such offer or solicitation would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS

Page

Prospectus Summary

Risk Factors

Additional Information

Dividend Policy

Market Price of Common Stock

Plan of Operation

Business

Management

Principal Shareholders

Selling Stockholders

Plan of Distribution

Certain Transactions

Description of Securities

Interest of Named Experts and Counsel

Experts

Indemnification

Financial Statements

F-1

CHINA ADVANCED TECHNOLOGY

1,500,000 SHARES

PROSPECTUS

March 4, 2011

Until (insert date), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

CHINA ADVANCED TECHNOLOGY

PART II

Item 13.

Other Expenses of Issuance and Distribution. (all to be paid by China Advanced Technology)

Filing fee under the Securities Act of 1933(1)

2.85

Printing and engraving⁽¹⁾

300.00

Legal Fees

500.00

Auditing Fees⁽¹⁾

5,000.00

Miscellaneous⁽¹⁾

197.15

TOTAL

6,000.00

(1)

Estimates

Item 14.

Indemnification of Directors and Officers.

China Advanced Technology has adopted provisions in its articles of incorporation and bylaws that limit the liability of its directors and provide for indemnification of its directors and officers to the full extent permitted under the Nevada General Corporation Law. Under China Advanced Technology's articles of incorporation, and as permitted under the Nevada General Corporation Law, directors are not liable to China Advanced Technology or its stockholders for monetary damages arising from a breach of their fiduciary duty of care as directors. Such provisions do not, however, relieve liability for breach of a director's duty of loyalty to China Advanced Technology or its stockholders, liability for acts or omissions not in good fai4h or involving intentional misconduct or knowing violations of law, liability for transactions in which the director derived as improper personal benefit or liability for the payment of a dividend in violation of Nevada law. Further, the provisions do not relieve a director's liability for violation of, or otherwise relieve China Advanced Technology or its directors from the necessity of complying with, federal or state securities laws or affect the availability of equitable remedies such as injunctive relief or recision.

Item 15.

Recent Sales of Unregistered Securities.

In May 2010, China Advanced Technology issued 1,300,000 shares at a price of $.01per share in cash to 6 persons. We also issued 2,500,000 shares for services valued at $25,000 to our office and director. We issued 600,000 shares to three persons in February 2010 in connection with the acquisition of all of the shares of Live Wise, Inc. No underwriter was involved in the sale of the shares. The transaction is exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering and under Section 4(6) as an offering only to accredited investors.

The issuer was incorporated in Nevada in February, 2010, and is the successor by merger to Vitalcare Holding Corporation, a Delaware subsidiary of Vitalcare Diabetes Treatment Care Centers, Inc. ("Vitalcare"). Vitalcare traded on the Pink Sheets under the symbol VDTI. Vitalcare effected a Delaware holding company reorganization in February 2010, wherein it became a wholly owned subsidiary of Vitalcare Holding Corporation. Pursuant to Rule 145, the holding company reorganization did not constitute an "offer" or "sale" of securities since it did not require that Vitalcare submit the reorganization to shareholders for approval.

Item 16.

Exhibits and Financial Schedules

Certificate of Incorporation and Bylaws

3.1.

Articles of Incorporation(1)

3.2

Articles of Merger with Vitalcare Holding Corporation (1)

3.3

Bylaws(1)

Opinion of Hand & Hand as to legality of securities being registered.(2)

10.

Material Contracts.

10.1. Form of Subscription Agreement for private placements.(2)

21.

Subsidiaries of the registrant -- Live Wise, Inc., a Delaware corporation

23.

Consents of Experts and Counsel

23.1

Consent of accountant (2).

23.2

Consent of Hand & Hand included in Exhibit 5 hereto

All other Exhibits called for by Rule 601 of Regulation S-B are not applicable to this filing.

(b) Financial Statement Schedules

All schedules are omitted because they are not applicable or because the required information is included in the financial statements or notes thereto.

(1)

Filed with original S-1.

(2)

Filed herewith.

Item 17.

Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i)

Include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

Reflect in the prospectus any facts or events which, individually or together represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities as at that time to be the initial bona fide offering thereof.

(3)

File a post effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(5) (ii) For the purpose of determining liability under the Securities Act to any purchaser: Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A ( 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(h)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(6)

The undersigned registrant hereby undertakes that it will:

(1)

For purposes of determining any liability under the Securities Act that the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time the Commission declared it effective.

(2)

For the purpose of determining any liability under the Securities Act, that each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chapel Hill, State of North Carolina on March 4, 2011.

CHINA ADVANCED TECHNOLOGY

By:

/s/ Learned J. Hand

Learned J. Hand, President (principal executive officer)

and Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 4, 2011.

By:/s/ Learned J. Hand

President and Chief Financial Officer

Learned J. Hand

(principal executive, financial and

accounting officer)

EX-5 3 opn030411.htm Converted by EDGARwiz

HAND & HAND, a professional corporation

24 Calle de la Luna

San Clemente, California 92673

(949) 489 2400

March 4, 2011

China Advanced Technology

Re:Registration Statement on

Form S-1 (the "Registration Statement"), file number 333-169212

Gentlemen:

You have requested our opinion as to the legality of the issuance by you (the "Corporation") of 2,500,000 shares of common stock ("Shares"), all as further described in the Registration Statement on Form S-1 file number 333-169212, as amended.

As your counsel, we have reviewed and examined:

The Articles of Incorporation of the Corporation;

The Bylaws of the Corporation;

A copy of certain resolutions of the corporation; and

The Registration Statement, as proposed to be filed

In giving our opinion, we have assumed without investigation the authenticity of any document or instrument submitted us as an original, the conformity to the original of any document or instrument submitted to us as a copy, and the genuineness of all signatures on such originals or copies.

Based upon the foregoing, we are of the opinion that the Shares to be offered for resale by the selling shareholders pursuant to the Registration Statement are legally issued, fully paid and nonassessable. Our opinion is based on the relevant state statutes and the judicial interpretations thereof in the state of Nevada.

No opinion is expressed herein as to the application of state securities or Blue Sky laws.

We consent to the reference to our firm name in the Prospectus filed as a part of the Registration Statement and the use of our opinion in the Registration Statement. In giving these consents, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ HAND & HAND

a professional corporation

EX-10 4 subagtforfilingwithsec.htm Converted by EDGARwiz

SUBSCRIPTION AGREEMENT

CHINA ADVANCED TECHNOLOGY

Subscription. The undersigned hereby subscribes for shares of Common Stock of China Advanced Technology, a Nevada corporation (the “Company”) at a price of $.01 per share.

Representations by the Undersigned. The undersigned hereby makes the following representations, warranties, covenants or acknowledgements:

(a)

He has relied only on the information or documents otherwise provided to him in writing by the Company, access to which has been provided by an authorized representative of the Company, and he has relied on no other representations, written or oral;

(b) He meets the purchaser suitability requirements because he meets one of the following requirements: PLEASE CHECK AS MANY BOXES THAT APPLY:

CATEGORY A (non-U.S. Person)

[

]

I am not a U. S. Person because I am not (a) Any natural person resident in the United States; (b) Any partnership or corporation organized or incorporated under the laws of the United States; (c) Any estate of which any executor or administrator is a U.S. person; (d) Any trust of which any trustee is a U.S. person; (e) Any agency or branch of a foreign entity located in the United States; (f) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (g) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (h) Any partnership or corporation if (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act of 1933, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D) who are not natural persons, estates or trusts. Notwithstanding the above, the following are not "U.S. Persons": (i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (j) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate, and the estate is governed by foreign law; (k) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if another of the trustees is a non-U.S. person with sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (l) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (m) Any agency or branch of a U.S. person located outside the United States if the agency or branch operates for valid business reasons; and the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located. (n) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans. "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

CATEGORY B (non-Accredited Investor)

[

]

Alone or together with his Professional Advisor, if any, he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and he will provide the Company, upon request, with such further information concerning prior investment experience, business or professional experience and other information as is necessary for the Company to evaluate the foregoing representations;

[

]

He has a preexisting personal or business relationship with the Company.

CATEGORY C (Accredited Investor)

[

]

He is a natural person whose individual net worth, or joint net worth with his spouse, exceeds $1,000,000, and either he is able to bear the economic risk of investment in the Shares or this investment does not exceed 10% of his net worth or joint net worth with his spouse;

[

]

He is a natural person who had individual income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000 in each of those years and reasonably expects to reach the same income level in the current year, and either he is able to bear the economic risk of investment in the Shares or this investment does not exceed 10% of his net worth or joint net worth with his spouse; or

[

]

It is an organization described in section 501 (c)(3) of the Internal Revenue Code of 1986 as amended, (i.e., tax exempt entities), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring Shares, with total assets in excess of $5,000,000;

[

]

It is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, whose purchases are directed by a sophisticated person as described under the first alternative under Category A above;

[

]

It is a bank as defined in section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

[

]

It is a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;

[

]

It is an insurance company as defined in section 2(13) of the Securities Act;

[

]

It is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;

[

]

It is a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301 (c) or (d) of the Small Business Investment Act of 1958;

[

]

It is a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

[

]

It is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors as described above;

[

]

He is a director, executive officer or general partner of the Company;

[

]

It is an entity in which all of the equity owners are Accredited Investors since they are all described above under Category C.

(c)

If purchasing Shares on behalf of a corporation, partnership or trust the undersigned represents: (1) that he is duly authorized to act on behalf of such corporation, partnership or trust; and (2) that such corporation, partnership or trust was formed before the date set forth on the signature page of this Subscription Agreement, and was not formed for the purpose of investing in the Company. (If a corporation, attach a copy of the resolution authorizing the investment as well as authorizing the person executing this document for the corporation to so act. If a partnership or trust, attach a copy of the partnership or trust agreement.);

(d)

Nothing has ever been represented, guaranteed, or warranted to him expressly or by implication, by any broker, the Company, or agent or employee of the foregoing, or by any other person;

(e)

To the best of the undersigned's knowledge, neither the Company and none of its affiliates is a fiduciary within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended;

The foregoing representations, warranties and agreements shall survive the sale and issuance of Shares to him.

Number of shares purchased at $. 01 per share ___________ (checks should be payable to “China Advanced Technology."

Name and address in which shares will be issued:

Dated as of , 2010

____________________________________

Signature

SUBSCRIPTION ACCEPTED BY CHINA ADVANCED TECHNOLOGY

By:____________________________________

Date: __________________

EX-23 5 letterofconsent.htm We hereby consent to the incorporation by reference in this financial statemetns of [Name of Company] for the year ended [Date] of our reports dated [Date] included in its Registration Statement on Form S-1 (No

We consent to the incorporation by reference in the Registration Statements on Forms S-1 of China Advanced Technology of our report dated September 2, 2010, with respect to the balance sheet as of April 30, 2010 and 2009, and the related statements of operations, stockholders’ (deficit) equity and cash flows for the period from inception on May 1, 2008 through April 30, 2010 of China Advanced Technology included in this Report on Form S-1 for the period from the date of inception on May 1, 2008 to January 31, 2011.

/s/ SAM KAN & COMPANY ___________________________________
Firm’s Manual Signature
Alameda, CA ___________________________________
City, State
March 1, 2011 ___________________________________
Date

CORRESP 6 filename6.htm Converted by EDGARwiz

HAND & HAND

a professional corporation

24 Calle de la Luna

San Clemente, CA 92673

(949) 489-2400

fax (949) 489-0034

March 4, 2011

H. Christopher Owings

Assistant Director

Department of Corporation Finance

450 Fifth Street

Washington, DC 20549

Re: China Advanced Technology, Registration Statement on Form S-1 file number 333-169212

Dear Mr. Owings:

As counsel to and on behalf of China Advanced Technology, we file Amendment No. 1 to the Registration Statement in response to the staff's numbered comments.

General

Your disclosure indicates that you are a development stage company that is engaged in the Internet marketing business. We note that you have a limited operating history with no revenues from inception through April 30, 2010. We also note that several of your selling stockholder are or were stockholders, officers or directors of companies that do not appear to have implemented their stated business plan, that have engaged in reverse mergers, that have generated no or minimal revenues and/or have not timely filed reports with us.

In view of the foregoing, it appears that your proposed business may be commensurate in scope with the uncertainly ordinarily associated with a blank check company. Accordingly, please revise your disclosure throughout the registration statement to comply with Rule 419 of Regulation C or explain why Rule 419 does not apply. Rule 419, concerning offerings by blank check companies, defines a blank check company in section (a)(2) as a company issuing penny stock that is “a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity.” In discussing this definition in the adopting release, the Commission stated that it would “scrutinize… offerings for attempts to create the appearance that te registrant… has a specific business plan, in an effort to avoid the application of Rule 419.” See Release No. 33-6932 (April 28, 1992).

The Company requests that the staff reconsider this comment. The Company has no control over the activities of its shareholders. Although the Company had not enjoyed revenues through April 30, 2010, it has engaged in substantial operations and continues to implement its business plan. In contrast to other companies the staff may have encountered who have skirted or attempted to skirt the requirements of Rule 419, the Company has expended a significant amount of costs in its business plan ($71,792 through April 30, 2010). The Company's efforts began to bear fruit and in the six months ended October 31, 2010 the Company had revenues of $72,000.

We note that you are registering the sale of substantially all of the issued and outstanding shares of your common stock held by Learned J. Hand. Given the amount of chares being offered, the nature of the offering and the fact that Mr. hand is your sole director and officer, the sale by Mr. Hand appears to be a primary offering by you. Because you are not eligible to conduct a primary offering on Form S-3, you are not eligible to conduct a primary at-the-market offering under Rule 415(a)(4). As a result, you must fix the price of the shares being offered for the duration of the offering and name Mr. Hand and any other affiliated selling stockholders as underwriters. If you disagree, please provide us with a detailed legal analysis as to why this offering should be regarded as a secondary offering. For additional guidance, please consider Securities Act Rules Compliance and Disclosure Interpretation 612.09 available on our website at www.soc.gov/divisions/corpfin/cfguidance.shtml

Learned Hand has removed himself as a selling shareholder.

Please revise your registration statement to reflect the requirements and item numbers of the current version of form S-1. By way of example only, we note the following:

As required by form S-1, please revise the cover page of the registration statement to indicate whether you are a large accelerated filter, an accelerated filter, a non-accelerated filter, or a smaller reporting company.

Please note that Form S-1 does not provide a box to be checked in connection with Rule 434, which has been rescinded. See Securities Act Release No. 8591 (Aug. 3, 2005). Accordingly, please remove this sentence from the registration statement cover page.

Please update the Iten number and related order of those from numbers in Part II of your registration statement.

Complied.

Outside Front Cover page of Prospectus

Please revise your disclosure in the second sentence of the second paragraph to clarify that your common stock is not currently listed on NASDAQ or any other recognized stock exchange. See Note to Item 212 of Regulation S-K.

Complied.

Please revise the formatting of the “subject to completion” legend to make such legend more prominent. See Item 501(b)(10) of Regulation S-K.

Complied.

On your prospectus cover page or in your Prospectus Summary, please disclose that your auditor has expressed substantial doubt about your ability to continue as a going concern.

Complied in the Prospectus Summary

Prospectus Summary, page 2

China Advanced Technology, page 2

Please clarify your disclosure to indicate whether you intend to sell one or multiple software products, one or multiple services or some combination of products and services. In revising your disclosure in response to this comment, when you describe current or future products and/or services, please provide the following information:

The status of development of each product and/or service.

The timeframe for which you anticipate offering each product and/or service.

The costs associated with developing each product and/or service.

Whether you will develop each product and/or service in-house or whether you will purchase these from others and, if the latter, the status of identifying potential suppliers.

When you describe your business, please clearly differentiate between your current operations and your planned operations. In this regard, please avoid words and phrases that could suggest to investors that you are currently engaged in operations that you have yet to commence. By a way of example only. We note the following disclosure:

In the first sentence of the first paragraph, you state that you are engaged in providing marketing assistance to internet businesses.

In the second sentence of the first paragraph, you state that your activities include consulting on, and providing, web page design, search engine optimization, website marketing, and non-traditional marketing.

In the first sentence of the first paragraph under the heading “Marketing” on page 11, you state that you market by referral and also via interner advertisements.

We also note your disclosure that you have not generated any revenues to date. To the extent that you have not commenced these or other activities disclosed in your prospectus, please revise your disclosure consistent with this comment.

Since all of our activities have commenced, this comment is inapplicable.

You state in the first sentence of the second paragraph and elsewhere in the prospectus that you began operations in May 2008. In the first sentence of the first paragraph on page 9 under “Business---Background,” you state that you were incorporated on February 16, 2010. please reconcile the different disclosures. If you were intending to disclose that your subsidiary, Life Wise, Inc., began operations in May 2008, then please clarify throughout the prospectus whether you are referring to China Advanced Technology, Live Wise, Inc. or China Advanced Technology and Live Wise, Inc., on a consolidated basis, when using the words “we,” “us” and “our.”

Complied. See "Business-Background" and "Prospectus Summary."

10.

Please explain what non-traditional marketing entails. We note your example of viral marketing as a type of non-traditional marketing. Please explain what you mean by viral marketing. Please make a similar disclosure under the heading as “Business.”

Complied.

11.

Please discuss how your “proprietary system” referenced in the first sentence of the second paragraph is different from the other systems of search engine optimization and non-traditional marketing. Please make a similar disclosure under the heading “Business.”

We have clarified the disclosure in both sections. "Proprietary" does not mean that the SEO has a different effect, merely that we have developed the system internally.

12.

Please describe in greater detail the demonstration projects you have produced, and how such demonstration projects are part of your plan of operations. Please make a similar disclosure under the heading “Business.”

These projects involved blogging, search engine optimization and search engine management for 8-A-Day vitamins. The Company does not have permission to release this information in its prospectus and no investor should rely on the information provided to the staff in this response letter in connection with making any investment in the common stock.

13.

In the second sentence of the third paragraph, you disclose that you offer “marketing and advertising solutions” that you believe “are especially suited to internet businesses.” Please describe these solutions in more detail and provide a basis for your belief that your solutions are especially suited to internet businesses. Please make a similar disclosure under the heading “Business.”

Complied.

14.

Please disclose whether the following statements or similar qualitative or comparative statements in your registration statement are based upon management’s belief, industry data, erports, articles, or any other source:

Your statement in the third sentence of the second paragraph that you expect to receive revenues from one or more projects by the end of calendar 2010.

Your statement in the first sentence of the third paragraph that advertisements are becoming more expensive as a result of consumers being deluged with advertisements.

If a statement is based upon management’s belief, please indicate that this is the case and include an explanation for the basis of the belief. Alternatively, if the information is based upon reports or articles, please cite the source in your disclosure and provide copies of these documents to us that are appropriately dated, marked to highlight the sections relied upon and cross-referenced to your prospectus. In preparing you source materials for submission to us, please ensure that is will be apparent to us how the source materials support the corresponding statements in your document, including the submission of any necessary supporting schedules that set forth your analysis of the source material.

The Company has now received revenues. The prospectus does not state that there is a causal relationship between the lower effectiveness of traditional advertisement and the increase in costs. They are two factors which together have driven non-traditional marketing. The Company believes that it is well known that the number of advertisements presented daily to the consumer is growing. Traditional advertising media such as print, radio and television have all been increasing in price if for nothing more than inflationary pressures.

The Offering, page 2

15. You disclose in the first paragraph that the selling stockholders are offering all of the shares owned by them. You also disclose in the selling stockholders table on page 13 that Learned J. Hand is offering only 2,500,000 of the 2,900,000 shares that he beneficially owns. Please reconcile the different disclosures.

Complied by removing Learned J. Hand as a selling stockholder.

16. You state under “Risk Factors” that the securities offered by the prospectus will result in “immediate substantial dilution” to the purchasers. Please explain why there will be “immediate substantial dilution” if the securities being offered are currently owned by your stockholders. Please also provide the information required by item 506 of Regulation S-K if you believe there will be “immediate substantial dilution.” See Item 6 of Form S-1.

This statement has been removed.

Risk Factors, page 2

Penny stock rules could make it hard to resell your shares, page 4

17. You state in the second sentence of the first paragraph that you intend to apply for the OTC Bulletin Board. Please revise this disclosure to clarify that, to be quoted on the OTC Bulletin Board, a market maker must file an application on your behalf in order to make a market for your common stock. You can not apply to be quoted. Please also make a similar revision to your disclosure in the first sentence of the first paragraph on page 13 under “Plan of Distribution.”

Complied.

Additional Information, page 5

18. Please revise the phrase “during regular business hours” in the third sentence of the first paragraph to state that the public may inspect and copy documents at our public reference faculties on official business days during the hours of 10:00am and 3:00pm. See Item 101(h)(5)(iii) of Regulation S-K.

Complied.

19. Please revise the first sentence of the second paragraph to reflect that you are not currently required to file reports with us but that you will be obligated to do so if this registration statement is declared effective.

Complied.

Market Price of Common Stock, page 5

20. We note your disclosure in the second sentence of the second paragraph that the last trading price as of July 31, 2010 was $4.00 per share. We also note your disclosure in the third sentence of the first paragraph that the last trade of your common stick was on July, 29, 2010 for 100 shares at $0.04 per share. Please reconcile the different disclosures regarding the amount of your last trading price.

Complied.

21. We note your disclosure that your common stock is quoted on the Pink Sheets under the symbol CADT and trades only sporadically. We also note that Pink OTC Markets has discontinued displaying quotes for your common stock on outmarkets.com. Please disclose that while you trade only sporadically on the pink sheets, Pink OTC Markets has labeled your common stock “Caveat Emptor (Buyer Beware)” and therefore will not display quotes for your company or tell us why it is not appropriate to do so.

Complied.

Plan of Operations, page 7

22. Please revise the heading of this section to indicate, if true, that is comprises the Management’s Discussion and Analysis of Financial Condition and Results of Operations section requited by Item 303 of Regulation S-K. See Item 11(h) of For S-1.

Complied.

23. Please discuss in greater detail the types of expenses that contributed to your losses of $50,804 and $20,988 for the fiscal years ended April 30, 2009 and April 30, 2010, respectively. Please also discuss the factors contributed to the decrease in loss from the fiscal years ended April 30, 2009 and April 30, 2010. See Item 303(a)(3) of Regulation S-K, Instruction 4 from Item 303 of Regulation S-K and SEC Release No. 33-6835.

Complied.

24. Please explain in greater detail the types of costs that contribute to your expenses of $2,500 per month for “being public.”

Complied.

25. Please discuss in reasonable detail the purposes for which your estimated cash needs of $40,000 will be used. Descriptions of your planned business activities should be accompanied by a discussion of how you will achieve your plans in enough detail so that investors can evaluate your business plan. For example, please indicate costs associated with undertaking various business activities in the future, noting the ones that will receive priority over others in the event you have to scale back your operations if you do not generate revenue or are unable to obtain financing or capital to meet your estimated cash needs. Please also include in this discussion the anticipated timing for the various planned expenditures.

Complied.

26. You state in the second sentence of the second paragraph that you sold 1,300,000 shares for net proceeds of $13,000 in June 2010. You also state under “Recent Sales of Unregistered Securities” in Part II of the registration statement that you issued 1,300,000 shares in May 2010. Please advise whether these two issuances of 1,300,000 shares are in the same or different issuance. If they are the same issuance, then please provide the correct date in both disclosures. We also note that you reference a May private placement under “Selling Stockholders” on page 12. If they are different, issuances, then please provide the information required by Item 701 of Regulation S-K under Part II, Item 15 of your registration statement for the June issuance of 1,300,000 shares.

They are the same placement. All sales were made in May but the offering period extended into the beginning of June.

27. Please revise your citation to reflect the appropriate FASB Accounting Standards Codification instead of referencing to SFAS No. 7. Please ensure you make confirming changes throughout the filing.

Evaluation of Disclosure Controls and Procedures, page 8

28. Please discuss why your management concluded that your disclosure controls and procedures were not effective as of April 30, 2010.

We request that the staff reconsider this comment, as Form S-1 does not require a discussion of disclosure controls and procedures, nor internal controls and procedures. The issuer did not make any conclusion in the filing regarding disclosure controls and procedures.

29. Please revise to clarify, if correct, that your management concluded that your disclosure controls and procedures are also not effective to ensure that information is required to be disclosed in the reports you file or submit under the Exchange Act is accumulated and communicated to your management, including your Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. See Rule 13a-15(e) under the Securities Exchange Act of 1934.

Business, page 9

Backround, page 9

30. Please revise this subsection to more clearly describe your corporate development and history since Network Financial Services had its underwritten offering in 1987. Please present your corporate development in chronological order and clearly explain each name change and merger or consolidation, with the corresponding year that such even occurred. Please also disclose the business that each entity was engaged in during its existence.

Complied.

Marketing, page 11

31. Please clarify whether the joint venture campaign that you refer to in the first sentence of the second paragraph is the same plan as the revenue share contracts that you discuss in the fourth sentence of the first paragraph and/or the joint marketing agreements you refer to in the second bullet on page 7. If so, please revise your disclosure to consistently refer to these arrangements. If not, please revise to describe each of these arrangements in more detail.

Complied.

Employees and Design Services, page 11

32. You state in the first sentence that you have a sole officer and director. You also state in the selling stockholders table on page 13 that Learned J. Hand is your President, CFO and Director and Jehu hand is your Corporate Secretary. Please reconcile the two disclosures.

Complied by adding the qualifier "executive" officer as Jehu Hand has no involvement in day to day operations.

Management, page 11

33. We note that on May 8, 2002, the United States District Court for the Northern District of Texas - Amarillo division entered judgment against Learned J. Hand and Jehu Hand in Civil Action Case Number 2:00-CV-137-J. Please disclose such judgment or tell us why it is not appropriate to do so. See Item 401(f) of Regulation S-K.

The issuer believes that disclosure is not warranted under 401(f) for Jehu Hand because as Corporate Secretary, he is not an executive officer and no disclosure is required of non-executive officers. Jehu Hand acts only in a ministerial capacity. Disclosure is not warranted for Learned Hand because the issuer believes that the finding of the Federal court in this case is not "material to an evaluation of the ability or integrity" of Learned Hand. There were several plaintiffs who claimed damages of about $2 million. The jury awarded approximately $800 (less than 10% of the investment) to only one of the plaintiffs who sued Learned Hand. The judgment against Learned was based on the testimony of that one plaintiff that, while the two were riding ATVs in the dry river bed, Learned was asked his opinion about the potential investment in Las Vegas Airlines, and Learned replied more or less that he thought it would be a good investment. That was the only contact between Learned and the one prevailing plaintiff.

The issuer believes that this proceeding is not material for Jehu Hand as well, but since he is not an executive officer, the issuer will not elaborate any further.

Directors and Executive Officers, page 11

34. In the first sentence on page 9 under the heading “Business-Background,” you state that you were incorporated on February 16, 2010; however, under this heading you indicate that Mr. Hand became your chief executive officer and director in February 2009. Please reconcile these disclosures.

Complied.

35. You identify Learned Jeremiah Hand as your Chief Executive Officer. However, you state elsewhere in the registration statement, including in the selling stockholders table on page 13 and in the signature block for the registration statement, that Mr. Hand is your President and Chief Financial Officer. Please consistently refer to Mr. Hand’s title throughout your registration statement.

Complied.

36. Please include the information required by Item 401(b) and 401(c)(1) of Regulation S-K. for Jehu Hand, your Corporate Secretary, or tell us why it is not appropriate to do so.

Jehu Hand is not an executive officer-he does not make policy. His duties involve keeping the minute book and similar ministerial tasks.

Executive Compensation, page 12

37. Please disclose, in the format required by Item 402(n) of Regulation S-K, whether Mr. Hand received any compensation for the fiscal years ended April 30, 2009 and April 30, 2010

Complied by providing the required table with the compensation for the year ended April 30, 2010 but not the prior year, in accordance with instruction 1 to Item 402(n).

Principal Shareholders, page 12

38. You state in the beneficial ownership table that Learned J. Hand with beneficially own 9.0% of your common stock after the offering contemplated by the prospectus. You also state in the selling stockholders table on page 13 that Mr. Hand will beneficially own 8.0% of your common stock after such offering. Please reconcile the different disclosures.

Since Learned J. Hand will not be offering any of his shares, the percentage ownership will not change after the offering and the table has been revised.

39. Please include the shares beneficially owned by Jehu Hand, your corporate Secretary, in the calculation of common stock beneficially owned by your executive officers and directors as a group, or explain to us why it is not appropriate to do so. See Item 403 of Regulation S-K.

See response to comment 36.

Selling Stockholders, page 12

40. Please delete the references in the first sentence of the first paragraph to the NASDAQ Small Cap Market if there is not a reasonable assurance that your common stock will be accepted for listing on such exchange. See Note to Item 202 of Regulation S-K.

Complied.

41. Since it appears that all of your selling stockholders currently own greater than 1% of your outstanding shares of common stick, please revise the last sentence of the first paragraph under this heading or tell us why it is not appropriate to do so.

Complied.

42. Please clarify your disclosure to identify all selling stockholders who are registered broker-dealers or affiliates of broker-dealers. Please note that a registration statement registering the resale of shares being offered by broker-dealers must identify with the broker-dealers as underwriters if the shares were not issued as underwriting compensation. Please revise your disclosure accordingly.

Complied by adding a sentence to the end of the first paragraph of this section to clarify that no selling stockholder is an affiliate of a broker-dealer. Please note that Jackson, Kohle & Co., with which Jehu Hand was affiliated, filed a Form BDW in early 2010.

If a selling stockholder is an affiliate of a broker-dealer, please disclose, if true, that:

The selling stockholder purchased the securities to be resold in the ordinary course of business, and

At the time of the purchase, the selling stockholder has no agreements or understandings, directly or indirectly, with any person to distribute the securities.

Alternatively, please disclose that the selling stockholder is an underwriter. We may have additional comments upon review of your response.

Plan of Distribution, page 13

43. Please discuss our “penny stock” regulations under Section 15(g) of the Securities Exchange Act of 1934 and Rule 15g promulgated thereunder and how such regulations affect your common stock and broker-dealer transactions in your common stock.

Complied.

Certain Transactions, page 14

44. Please provide the information requested below with the respect to funds advanced from Mr. Hand to you. See Item 404(a)(5) of Regulation S-K and Instruction 2 to Item 404(d) of Regulation S-K.

Please disclose the largest amount of principal outstanding during the past two fiscal years.

Please disclose the amount of principal outstanding as of the last practicable date.

Please disclose the amount of principal paid to Mr. Hand for each of the fiscal years ended April 30, 2010.

Please also disclose the amount of interest paid to Mr. Hand for each of the fiscal years ended with April 30, 2009 and April 30, 2010.

Complied.

45. You state in the second sentence that on April 30, 2009 all outstanding payables were converted into a demand promissory note in the amount of $37,906. You also state in Notes 5 and 6 to the Financial Statements that the promissory note is in the amount of $57,906. Please reconcile the different disclosures.

Complied.

Interest of Named Experts and Counsel, page 15

46. Please disclose that Jehu Hand is your Corporate Secretary. See Item 509 of Regulation S-K.

Complied.

Indemnification, page 16

47. You include several references to the Delaware General Business Act. However, you are incorporated by the State of Nevada. Please reference the applicable statute promulgated by the State of Nevada instead of the Delaware General Business Act.

Complied.

Audited Consolidated Financial Statements, page 17

48. Please update your financial statements in the next amendment to Form S-1. See Article 8-08 of Regulation S-X.

Complied.

Report of Independent Registered Public Accounting Firm, page F-1

49. Please have your auditors revise the opinion to cover the financial statements’ period from May 1, 2008 (inception) to April 30, 2010

Complied. The current opinion covers the 2-year period from May 1, 2008 to April 30, 2010. In the report we stated that the opinion was for the years ended April 30, 2009 and April 30, 2010, which is equivalent to periods from May 1, 2008 to April 30, 2009 and May 1, 2009 to April 30, 2010. The inception date of May 1, 2008 happens to be on the same date as the first day of the Company’s fiscal year. For consistency purpose, the auditors have revised their opinion.

Consolidated Statements of Operations, page F-3

50. We note you issued 651,000 shares to effect the reverse acquisition in February 2010. Please explain to us how you calculated the weighted average shares outstanding for the fiscal years ended April 30, 2010, and 2009, or revise.

Complied. The reverse merger took place in February 2010 so the shares were retroactively added back to equity. Since the Company started its operations on May 1, 2008, the weighted shares average was calculated as if they were issued back then. Therefore the entire 651,000 shares are included from May 1, 2008. Please see the revised financials.

Consolidated Statements of Stockholders’ Deficit, page F-5

51. We read your discussion on page 9 where you state, “[T]he Company issued 600.000 shares to the three shareholders of Live Wise, Inc. in exchange for 100% of the Live Wise common stock. The transaction was accounted for as a reverse acquisition in which Live Wise, Inc. is deemed to be the accounting acquiror, and the prior operations of the Company are disregarded for accounting purposes.” You also state in footnote one on page F-6, “[T]he Registrant acquired all of the outstanding membership interest of Live Wise, in exchange for 600,000 shares of the Registrant’s Common Stock whereby the Company issued an aggregate of of 51,158 shares of common stock in exchange for all of the issued and outstanding shares of Live Wise, Inc.” Please explain to us why there appears to be two share issuances to effect the reverse acquisition. In this regard, explain to us the capital structure of Live Wise, Inc. including the nature of the membership interests prior to the reverse acquisition.

Complied by clarifying note 1 to the effect that it was Live Wise common stock exchanged.

52. Tell us and disclose the amount of Live Wise shares and/or membership interests outstanding prior in the reverse acquisition. Further, disclose the exchange ratio used to effect the reverse acquisition. Lastly, explain to us why there is no beginning balance of shares outstanding as of May 1, 2008.

There were 600 shares outstanding so the exchange ratio was 1,000 China Advanced share for each Live Wise share. Since Live Wise was incorporated in May 1, 2008, at the time Live Wise was incorporated on that day the director had not yet issued any shares and could not issue any shares until that time he was informed that the corporation had been formed.

Outside Back Cover Page of Prospectus

53. Please insert the date applicable to you in the first sentence disclosing the dealer prospectus delivery obligation. See Section 4(3) of the Securities Act of 1933 and Item 502(b) of Regulation S-K.

We will comply in the final prospectus when we know the effective date, on which this delivery date is based.

Recent Sales of Unregistered Securities

54. You disclose the issuance of 4,400,000 shares under this item. Please also disclose the information required by Item 701 of Regulation S-K with respect to the remaining 51,158 shares of your total outstanding common stock.

These shares were issued more than 3 years ago and therefore no disclosure is required. We have added disclosure relating to the holding company reorganization.

Exhibits and Financial Schedules

55. Please file the form of the subscription agreement for each of the private placements through which the selling stockholders acquired their shares.

Complied.

Exhibit 5

56. The qualification of “if sold as described in the Registration Statement” contained in the first sentence of the fourth paragraph of the opinion of the counsel is inappropriate. Please delete such qualification.

Complied.

57. The opinion of counsel should be revised to reflect that your registration statement relates to resales of your common stock by existing stockholders. In this regard, please revise the opinion of counsel in the fourth paragraph to state, if correct, that the Shares are legally issued, fully paid and nonassessable.

Complied.

58. The opinion of counsel should be based on the laws of the State of Nevada, your state of incorporation, and not on the laws of the State of Delaware.

Complied.

Exhibit 23

59. Please revise the consent of Sam Kan & Company to reflect that they also consent to the reference to their firm under the caption “Experts.”

Complied.

Very truly yours,

Jehu Hand