AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON APRIL 5, 2000
                                               REGISTRATION NO. 333-____________



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                          ADVANTAGE TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)



             NEVADA                                           93-1244440
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)





                              1324 S. Mary Avenue
                         Sunnyvale, California  94087
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                               George J. Bentley
                              1324 S. Mary Avenue
                          Sunnyvale, California  94087
                                 (408) 746-9960
           (Name, Address, and Telephone Number of Agent for Service)


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

<S>                  <C>           <C>                         <C>                        <C>


Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee


Common Stock,
par value $0.001      1,540,000     $ 0.15 (1)                 $231,000                   $60.99


(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
March 31, 2000.

</TABLE>


                                        1
<PAGE>

                                EXPLANATORY NOTE

Advantage   Technologies,   Inc.,   ("ADVV")   has   prepared  this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933, as amended (the "1933 Act"), to register certain shares of common
stock,  $.001  par  value  per  share,  issued  to certain selling shareholders.

Under cover of this Form S-8 is a Reoffer Prospectus ADVV prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings and resales of up to 1,540,000 shares of common stock
acquired  by  the  selling  shareholders.


                                        2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ADVV  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  ADVV does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.


                                        3
<PAGE>


                               REOFFER  PROSPECTUS

                           ADVANTAGE TECHNOLOGIES, INC.
                               1324 S. MARY AVENUE
                          SUNNYVALE, CALIFORNIA  94087
                               (408)  746-9960

                       1,540,000  SHARES  OF  COMMON  STOCK


The  shares  of  common  stock,  $0.001  par  value  per  share,  of   Advantage
Technologies, Inc. ("ADVV" or the "Company") offered hereby (the "Shares")  will
be  sold  from  time to  time  by  the  individuals  listed  under  the  Selling
Shareholders section of this document (the "Selling Shareholders").  The Selling
Shareholders  acquired  the  Shares  pursuant  to  a  Consulting  Agreement  for
consulting services that  the  Selling  Shareholders  provided  to  ADVV.

The  sales  may  occur  in  transactions  on the NASD Over-The-Counter market at
prevailing  market  prices or in negotiated transactions.  ADVV will not receive
proceeds  from  any  of  the  sale  the Shares.  ADVV is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

ADVV's  common  stock  is currently traded on the NASD Over-the-Counter Bulletin
Board  under  the  symbol  "ADVV."

                        ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  xx.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                  April 5, 2000


                                        4
<PAGE>

                                TABLE OF CONTENTS


Where  You  Can  Find  More  Information          5
Incorporated  Documents                           5
The  Company                                      7
Risk  Factors                                     xx
Use  of  Proceeds                                 xx
Selling  Shareholders                             xx
Plan  of  Distribution                            xx
Legal  Matters                                    xx
Experts                                           xx

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

ADVV is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows ADVV to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.


                                        5
<PAGE>

ADVV's  Report  on  Form  8-K,  dated  April  3,  2000 is incorporated herein by
reference.  ADVV  also  incorporates  herein  by  reference  the  Form 10-SB, as
amended, filed by Go Fathom Group, Inc.,  the Company's  predecessor, originally
filed  on  November 17,  1999.  In addition, all documents filed or subsequently
filed  by the Company under Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
before  the  termination  of this offering, are incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at ADVV at ADVV's executive offices, located at 1324
S. Mary Avenue, Sunnyvale, California  94087.
ADVV's telephone number is  (408)  746-9960.


                                        6
<PAGE>

                                THE  COMPANY

BUSINESS

This  Reoffer  Prospectus contains certain forward-looking statements within the
meaning  of the federal securities laws.  Actual results could differ materially
from  those  projected  in  the  forward-looking  statements  due to a number of
factors,  including  those  set forth under "Risk Factors" and elsewhere in this
Reoffer  Prospectus.

HISTORY

         Advantage Technologies, Inc. (the"Company") was originally organized as
a Nevada corporation on September 21, 1993 under the name Logistics Distribution
Systems  International  Group, Inc. Under the Company's management at that time,
of which our current  management was not a part, the Company's original business
was to investigate for possible acquisition various business opportunities.  The
current  management  of the Company is not aware of what  business,  if any, was
carried at that time.  On November 8, 1995,  the  Company's  name was changed to
Vortices, Inc. Under the then current management, the Company's business was the
development and marketing of flight simulators to the arcade game market.

         On April 21, 1998, the Company merged with Simulator  Systems,  Inc., a
Nevada  corporation,  which was the surviving  corporation  of a prior merger on
April 15,  1997  between  Simulator  Systems,  Inc.  and  Marksmanship  Training
Centers, Inc., an Oregon corporation.

         After the merger with  Simulator  Systems,  Inc.,  the  business of the
Company  became the  development  and marketing of a  computerized  rifle/pistol
simulator  which  uses real  weapons to provide  the user with an  accurate  and
realistic shooting  experience with the use of live ammunition.  The user aims a
weapon at a video display screen and fires at a target on the screen. The system
also allows the user to obtain a computer  printout  of shots  fired  indicating
accuracy.

         On April 5, 1999,  the Company  changed  its name to Casino  Pirata.com
Ltd. In February,  1999,  the Company  entered  into  agreements  with  WorldNet
Casinos.com,  Inc.  pursuant to which the Company owned and operated an Internet
gaming website.

         On  September  24,  1999,  the Company  entered  into a Share  Exchange
Agreement and Plan of Reorganization with Advantage Systems,  Inc., a California
corporation,  doing business as American  Computer.  Pursuant to that Agreement,
the Company acquired all of the issued and outstanding  common stock of American
Computer,  which  became a  wholly-owned  subsidiary  of the  Company.  American
Computer is a second-tier vendor and marketer of personal computers.

         American  Computer was  originally  formed in 1985.  It was  originally
known as American Cash Register,  Inc.,  which was later  shortened to ACR, Inc.
and then  expanded  to  American  Computer  Research,  Inc.  In 1996,  Advantage
Systems, Inc. acquired the name, phone and customer lists, inventory,  and other
assets from American Computer Research,  Inc. and commenced business as American
Computer.

         On  November  18,  1999,  the  Company  changed  its name to  Advantage
Technologies, Inc. On December 1, 1999, the Company conveyed its interest in its
Internet  gaming  website to a newly- formed wholly owned  subsidiary  operating
under the name Casino Pirata.com Ltd.


<PAGE>

         The Company is  organized as a holding  company  with two  wholly-owned
subsidiaries: Advantage Systems, Inc. and Casino Pirata.com Ltd.

BUSINESS AND OPERATING PLAN

         ADVANTAGE SYSTEMS, INC.

         At the present time. the Company's  principal business activity will be
that of its wholly-owned subsidiary,  Advantage Systems, Inc. ("ASI"). Under the
trade name of American  Computer,  ASI is a  second-tier  vendor and marketer of
personal computers.  ASI builds high-quality,  well-configured,  top-of-the-line
computers that are reliable and competitively priced. ASI has the opportunity to
leverage its current self-sustaining  position and realize substantial increases
in  revenues  and  profits by  expanding  its direct  sales  programs  targeting
high-growth segments - small- to medium-sized business, small office/home office
and mainstream corporate information technology and aggressively  scaling-up its
already effective "just-in-time" component sourcing and assembly operations.

         The total U.S.  market for  personal  computers  is  projected to reach
$59.6  billion  in 1999 and  $65.0  billion  in 2000,  fueled  by the  Internet,
interactive  applications,  and demand for  low-cost,  network-ready  multimedia
machines.  The bulk of the personal computer business is conducted in the direct
sales  channel and through  the World Wide Web to which  information  technology
purchasing  managers and  technology-savvy  consumers refer when seeking product
information,  vendors,  and pricing.  Second-tier  vendors  account for about 45
percent of PCs sold,  or $31.5  billion in the U.S.  The Company  believes  this
could grow to over $120 billion by the year 2000,  and ASI is now moving quickly
to capture market share where each percent of the business is worth more than $1
billion.

         In  pursuit  of  these  objectives  ASI has  assembled  an  experienced
management  team with a record of  success in  various  technology  enterprises.
Kenney  Noel,   Vice   President  of  Purchasing,   is  responsible   for  ASI's
"just-in-time"  purchasing  model as well as all vendor  relationships.  Alfonso
Reyes,  has  been in  Sales  and  Marketing  for more  than  ten  years  and the
electronics  industry over four years. George Bentley,  Vice President Marketing
and  E-Commerce,  founded a successful  information  technology  company and has
managed product  development,  manufacturing,  sales,  and installation for over
thirty seven years.

         ASI builds a wide  variety of personal  computers  for resale under the
American  Computer  name. Six basic systems are currently  offered  ranging from
low-end  AMD  K6-2 3D 350  MHz  processors  at  $819  for  first-time  users  to
sophisticated  Intel  Pentium  550 MHz Quad Xeon  network  servers  priced up to
$14,999. With each basic system, customers can specify processor speed according
to price/performance  needs. All systems include the latest microprocessors from
Intel  and  American  Micro  Devices,  as  well  as  graphics,  multimedia,  and
networking technologies;  video and sound cards, color monitors,  CD-ROM drives,
DVD-ROM drives, and onboard fax/modems.


<PAGE>

         Products

         ASI builds and  markets  high-quality  personal  computer  systems  for
corporate  networked  environments,  as well as  standalone  systems  for a wide
variety of applications.  Overall, the existing product line under our own brand
name - American  Computer - is in the introductory  stage. The technology in our
products consists of the latest multimedia sound and video, and Internet/network
connectivity  running primarily Windows 98 and NT platforms.  Six basic products
are currently offered:

         o       An entry level  system  called the STUDENT is  available in AMD
         K6-2-3D 350 MHz through AMD K7 Athelon 550 MHz models, ranging in price
         from $819 to $1,249. All versions include 64 MB RAM, 6.0 GB hard drive,
         15-inch  color  monitor,  8 MB video  card 56kbs  voice/fax/modem,  44x
         CD-ROM drive,  32-bit sound card, 120-watt speakers,  keyboard,  mouse,
         and Microsoft Windows 98 software.

         o       The SCHOLAR  product line is available in Intel Pentium III 450
         through 600 MHz models,  as well as AMD K7-500 and K7-550  models.  All
         versions include 64 MB RAM, 10.0 GB hard drive,  17-inch color monitor,
         and upgraded  versions of the STUDENT  feature  set.  Prices range from
         $1,019 to $1,269.

         o       The GRADUATE product line features Intel technology throughout,
         13.0 GB hard drive, 8 MB 3-D video card, 44x CD-ROM drive,  and 128-bit
         SoundBlaster  sound card, all in a mini-tower  case. It is considered a
         robust  system for  mature  users and offers  Pentium  III,  and AMD K7
         versions  running at speeds up to 550 MHz.  Prices range from $1,379 to
         $2,079.

         o       The   PRO-FORMER   system  series   offers  most   leading-edge
         technologies.  A favorite of software  developers and  state-of-the-art
         consumers,  it is  available  in the same  versions as the  GRADUATE at
         prices  ranging  from  $1,719 to $2,499  with 128 MB RAM,  18.0 GB hard
         drive,  17-inch color monitor,  44x CD-ROM drive, 16 MB 3-D video card,
         and 256-bit SoundBlaster sound card in a mini-tower case.

         o       The CAD-PRO II system is  configured  for  engineering  and CAD
         markets,   with  various  Dual  Pentium  III  versions   including  MMX
         technology.  Prices  range  from  $2,599  to $3,499  with all  versions
         including 256 MB RAM, 18.0 GB hard drive,  21-inch color  monitor,  and
         other upgraded features, including bundled MS Windows NT 4.

         o       The NETWORK SERVE series is intended as an  application or data
         server expandable to accommodate 100-plus simultaneous users. It offers
         very fast  processing  of extremely  large data files and  astronomical
         calculations.  The NETWORK SERVER comes in single,  dual, and quadruple
         Pentium III and Xeon versions  ranging in price from $3,099 to $16,599.
         All  versions  feature  minimum  256 MB RAM,  five 9.0 GB hard  drives,
         14-inch color monitor,  8 MB video card, an Intel 10/100 Ethernet card,
         5 Kbs  fax/modem,  44x  CD-ROM  drive,  all in a full tower  case.  The
         company also offers a version with up to four Pentium Pro 200s for less
         than $15,000.


<PAGE>

         ASI also sells top-quality name-brand systems for Compaq Computers as a
Value Added Reseller. To date sales have been nominal in this relationship which
is less than three  months old.  However,  management  feels this will  uniquely
position  the  company  to compete  at all  levels of  Network  and Web  design,
configuration, sales, and installation.

          We plan to follow these  products  with  extensions  to our line which
include network servers targeted at Internet Service Providers;  thin-client PCs
targeting corporate,  education, and government markets; and high-quality laptop
computers with extensive multimedia and Internet connectivity features.

          ASI also offers  high-quality  laptop  computers,  and has  positioned
itself to develop a revenue  stream from this highly  lucrative  $21.5B  market.
Research estimates  anticipate a growth rate of 17.0% through the year 2000. ASI
will assemble  units with  ASI-specified  components  in accordance  with market
opportunities.

          A critical  factor in the  production  of our  products  includes  our
unique "just-in-time" approach to supply and inventory,  which guarantees us the
flexibility we need to face this competitive and rapidly  changing  market.  Our
business  model is unique  because if provides a method for  assembling the best
configuration  of  final  product  at  a  competitive  price.,  provides  for  a
continuous supply of product without the attendant  inventory burden,  and takes
advantage of known and proven  marketing  methodologies  as a major component of
its overall business model.

          ASI  averaged 50 systems  sold per month over the last twelve  months.
All components are new and fully  warranted by the original  manufacturer,  with
direct  component  costs  running  80  percent  for  systems,   70  percent  for
off-the-shelf  sales. Using TechData,  Ingram Micro,  Ameriquest,  Merisel,  and
other national  distributors for sourcing insures availability of product at the
lowest possible price on terms favorable to our operation.

          With sales  increasing,  ASI will  purchase  desktops  and  laptops at
higher volume pricing direct from original (white boxes) manufacturers.  Pricing
will then be relatively flexible versus the competition,  and ASI will be better
positioned to control volume and maximize profits. The company will also realize
significant technical support,  warranty,  and return merchandise  authorization
(RMA)  advantages,  will be able to acquire  components  at times  when  smaller
integrators  - our primary  competition - cannot,  and will be better  insulated
against temporary price swings during periods of product scarcity.

          Marketing

          ASI  relies  primarily  on  telemarketing  and  customer  referral  to
advertise its products for sale and secondarily on the world wide web. This form
of  advertising  results  in  approximately  20 to 50  systems  sales  per month
directly and 5 to 15 systems per month as referral business.


<PAGE>

           The estimated  worldwide  installed  base of x586 or older systems is
approximately  125,000,000  units, and those units will be replaced  starting in
2000 as totally new chip  technologies,  operating  systems,  and  software  are
introduced.  Due to its small size,  flexibility  of  operations,  and extensive
network of suppliers,  Advantage Systems is strategically  positioned to quickly
integrate and bring to market products configured with any new technologies, and
therefore capture a major share of the first-adopter market.

          Our target market will be the small to medium sized business and Small
Office-Home  Office where there is a real need for  suppliers who can design and
install a networked environment.  Traditionally they will buy both the lower-end
PC, where price is the primary  factor,  and the  high-end  PC, where  component
technology is the primary factor.

          ASI is basing its  strategy on prior  experience,  as well as research
from national trade magazines that provide pricing  analysis for specific market
segments and data on average system configurations within specific price ranges.
By  following  this  research,  as well as data  collected  from  its own  sales
records,  ASI is able to  optimize  configuration  and pricing of its systems in
positioning versus competition.

          Our  target  markets  do not  have  substantial  seasonal  components.
Historically,  sales are  relatively  constant  throughout  the  year,  with the
exception of some  downturn from December 20 to January 20 according to industry
studies.  Our marketing plan will concentrate on generating direct sales through
telemarketing with known response potential.  ASI will be using telemarketing as
its primary advertising vehicle and it's website, www.ampcomp.net as a secondary
sales tool.  This  marketing and sales  strategy will drive our primary  revenue
engine.

          Competition

          ASI competes directly with "second-tier"  vendors - emerging companies
in the direct marketing  channel.  These are companies that are now established,
have good management  teams,  are generally well financed,  and are moving up to
compete with the Top 5: Dell, Gateway,  Compaq, IBM, and Micron. Their strengths
are size and  adaptability.  Their weakness is in their  inability to manage the
increased pressure of financing and rapid growth,  causing strained credit lines
and supplier relationships, and resulting in loss of focus.

          Because of  increased  competition  from the  internet  in the form of
auction  houses and direct sellers whose  business  models and sales  strategies
call for selling systems at or below cost,  most companies in the  "second-tier"
have been required to completely  re-evaluate the way they do business.  ASI has
not been exempt from this re-evaluation process.

          The management of ASI believes that to survive and thrive there has to
be a value-add  component to the offerings of a company in addition to price and
quality.  Service is clearly the additional  component.  It comes in the form of
"build to order" systems,  short delivery dates,  flexibility of  configuration,
price,  and  performance.  All these  things are  offered in some  degree by the
competition.  We believe that the real value add has to be around the concept of
a one stop solution.  A place where a customer's hardware needs can be assessed,
priced  competitively,  and


<PAGE>

delivered  quickly,  where  operating  software and networking can be engineered
into the equation,  including cabling and installation. A place where a customer
can not only get  computers,  but a place that can design your  website and have
you doing  e-business in a short period of time. It is ASI's intent to be a full
service, one stop shop.

          ASI's   competitive   advantage   stems  from  the  broad   financial,
manufacturing,  and marketing and sales  experience of the management  team. The
overall  quality of our products;  our  consistently  competitive  pricing;  the
strategic  advantage of our  "just-in-time"  components  sourcing;  the flexible
setup  envisioned for our assembly  operations;  and our  willingness to embrace
change and go where the market is going.

          Due to the  competitive  nature of the  computer  industry in general,
ASI, like it's  competitors,  has had to look to other avenues for sales of it's
systems outside the traditional print  media/direct sales format. ASI has earned
the designation  from Microsoft  Corporation to advertise and hold itself out to
be a  Microsoft  Certified  Solutions  Provider.  This has opened up new revenue
potential  to ASI in the  areas  of  customer  based  solutions  for  networking
installation  and  management,  internet  and intranet  communications,  website
development and hosting, as well as hardware sales and maintenance.

          Because of the open  architecture of the IBM PC clone,  ASI is able to
compete technically as well as price wise with the biggest to the smallest names
in the industry.  The latest  components are available to ASI as quickly as they
are to Compaq,  Dell, Gateway and others. With only a slight increase in monthly
volume, AST could become eligible to buy direct from many manufacturers, thereby
improving its ability to compete.

          Strategy

          ASI's market  strategy is to become  established as a leading one stop
supplier of  solutions  for  information  and  communications  technology  which
include IBM PC Clones and related  components  and  peripherals  which allow end
users  to  perform  the task  they  specify  efficiently  utilizing  the  latest
technology  at very  competitive  prices.  To do this, we will leverage its core
competencies,  knowledge  and  expertise  in the  industry,  to  achieve  market
penetration and gain a reasonable and growing market share.

          ASI will need to identify,  develop,  and train telesales people which
reach its  pre-identified  target  market with a direct sells  campaign  that is
effective  and conveys the concept of American as a quality  alternative  to the
established system integrators who do not offer the full suite of services found
at ASI.

          In order to be  competitive,  ASI will need to improve its sourcing so
as to maximize quality and minimize costs.  Products will need to continue to be
delivered on time, with costs  controlled,  marketing budgets managed and assets
safeguarded. In addition, personnel with a variety of skills and experience will
have to be recruited, trained, and retained.


<PAGE>

          Technology

          At present,  ASI neither owns nor licenses any technology with respect
to its products or services.

          CASINO PIRATA. COM

Through its  wholly-owned  subsidiary,  the Company  operates an Internet gaming
site   under   the   name   Casino   Pirata.com.    The   website   address   is
www.casinopirata.com.  The gaming site is operated  through a license  agreement
with WorldNet Gaming, Inc. WorldNet Casinos.com, Inc. ("WorldNet") maintains its
headquarters  in San  Jose,  Costa  Rica and its U.S.  marketing  office in Fort
Lauderdale,  Florida.  WorldNet is in the business of  developing  JAVA(R) based
online casino software and licensing  "turn-key"  Internet casinos. In addition,
WorldNet operates two of its own Internet casinos.

The Company has a five (5) year  license  from  WorldNet  pursuant to a Software
License  Agreement  dated April 19, 1999. The Company paid WorldNet  $150,000.00
for the license  rights The license  includes the  following  games:  blackjack;
slots; pai-gow; video porker;  roulette;  instant bingo; and baccarat. Under the
license,  WorldNet provides management services;  technical support;  marketing;
account  and  billing  back  office  suite  to view  real-time  sales;  software
upgrades.  For these services,  WorldNet receives a management fee of 30% of the
net win.

WorldNet uses Internet  proprietary  encoding and processing  technology,  which
allows for security for financial transactions via the Internet. This technology
acts as an international  currency  converter and a secure Internet  transaction
gateway to financial  institutions for on-line merchants.  SSL Internet Protocol
is  used  to  provide   privacy  and   reliability   between  he   communicating
applications.  SSL uses 12b bit  encryption  which  ensures  server  and  client
authentication  through encrypted  algorithms and cryptographic  keys.  WorldNet
also  provides  an  additional  level of security  with an Address  Verification
System validation,  which validates submitted addresses with the casino player's
registered  address to  mitigate  the use of stolen  credit  cards.  Each casino
player  registers on the website and is issued a unique Personal  Identification
Number. WorldNet accepts both MasterCard and VISA credit cards.

          To date the company has not received  any income from this  operation.
For all  practical  purposes,  access  to this site is open to the  public,  but
basically,  only  individuals  with  credit  cards can  gamble  immediately.  An
individual could mail in a check or money order and after some period of time an
account could be opened on their  behalf,  thus allowing them to wager up to the
amount of the credit in their account.

          There  does  appear to be  traffic to the  website  and some  wagering
activity.  Accounting  information  submitted to management by WorldNet  Gaming,
Inc,  while raw,  incomplete,  and  unsubstantiated  indicates some revenues and
traffic  into  the  site  on a  monthly  basis.  However,  all of the  hardware,
software,  and  other  elements  of  business  control  are in the  hands of the
Franchisor  WorldNet Gaming, Inc. To date management of WorldNet Gaming, Inc has
been


<PAGE>

unwilling  to allow access to the original  source  records or to the  financial
institution with which WorldNet Gaming, Inc operates through.

          Financial control of the entire operation is through a special banking
relationship known as a Master Merchant Account  Agreement.  The Master Merchant
Account Agreement, which accommodates credit card transactions,  appears to be a
wrap-around of an existing Master Merchant  Account  Agreement  between WorldNet
Gaming,  Inc and an as yet  undisclosed  foreign  bank.  The  company  has tried
unsuccessfully to obtain original source account documents from WorldNet Gaming,
Inc.  Without  access  to  these,  determination  of  financial  gain or loss is
impossible.  Management has considered other legal remedies,  however,  WorldNet
Gaming, Inc. and all of their resources are located outside the United States of
America.

          Therefore  it is the  view of  management,  at  this  time,  that  the
franchise  agreement with WorldNet  Gaming,  Inc has no future  economic  value.
Management  is in  discussions  with  WorldNet  Gaming,  Inc and  others for the
possibility of obtaining it's own software and Master Merchant Account Agreement
operated at it's own URL on it's own  hardware.  There are  numerous  hurdles to
overcome in this regard but the main ones are  locating a financial  institution
amenable  to  entering   into  a  Master   Merchant   Account   Agreement   with
CasinoPirata.com  for a gaming website,  and raising the approximate  $1,000,000
necessary to acquire  software and hardware with which to setup a site in a host
country.

          SIMULATOR SYSTEMS - EXCALIBORE
          ------------------------------

Through the Company's merger, when it was known as Simulator Systems,  Inc, with
Marksmanship Training Centers, Inc.  ("Marksmanship"),  the Company acquired the
interest of  Marksmanship  in the  development  and marketing of an  interactive
rifle/pistol  simulator  designed  to  improve  marksmanship  skills.  The first
generation product was known as "Excalibore".

          The  product  is a  computerized  system  which  uses real  weapons to
provide the user with an accurate and realistic shooting  experience without the
use of live  ammunition.  The user aims a weapon at a video  display  screen and
fires at a target on the screen which is chosen from a menu which  includes full
and  half-size  silhouettes,   both  stationary  or  pop-up  and  a  variety  of
bull's-eyes.

          The user can select  firing  ranges  from 25 yards to 1,000  yards.  A
camera device  mounted on the barrel of the weapon "sees" the target through the
sights of the weapon in the same manner as the target is seen by the user.  When
a shot is fired, the system instantaneously matches the information derived from
the camera  alignment  (the  sight) to the  corresponding  pixel  address on the
screen  (the  target)  Algorithms  compensate  for  distance  and  environmental
factors.  The instant feedback on where the short hit or missed the target shows
the user how to adjust on subsequent shots.

          Actual  modified  pistols  and  rifles are used so that the weight and
trigger action are real.  Simulated  recoil and sound lend  authenticity  to the
firing  experience.  To provide a close  simulation of actual  weapons fire, the
Excalibore  has  recoil  action  which  is  adjustable  to the


<PAGE>

specific weapon attached.  Earphones provide the actual sound of a weapon firing
and a printer records how far the shots hit or missed the target. The Excalibore
is  compact  in  design  and can be  operated  in a six by six foot  area  using
standard AC current.

          Although the  management of the Company when it was known as Simulator
Systems,  Inc.  aggressively  attempted  to market  the  Excalibore  system to a
variety  of users,  including  the U.S.  armed  forces,  the  Company's  current
management has decided to cease further marketing efforts at this time.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

  REVIEW OF OPERATING RESULTS
  ---------------------------

          The  following  discussion  should be read together with the financial
statements and the accompanying notes to the financial statements.

          Operations  of the  Company  for the year  ended  September  30,  1999
resulted in a net ordinary loss. One segment of the business, Advantage Systems,
dba American  Computer,  had net income from operations for the period, but this
was more than offset by the losses incurred in other segments of the Company.

          Most of those losses are attributable to business  segments which have
been  abandoned  and  discontinued  by  management,  specifically  the franchise
relationship with WorldNet Gaming and the Excalibore system. While the Company's
present management can not be assured that there will be no future losses of the
type realized in the current period, management believes these losses were do to
a failure by the Company's  previous  management to investigate  business basics
before undertaking the WorldNet Gaming franchise and the Excalibore system.

          Management  believes  that the business plan it has developed for it's
primary business segment,  Advantage Systems,  Inc., is practical and executable
on a  profitable  basis in fiscal  year 2000.  However,  management  can make no
assurances  of  profitability.  Additionally,  management  will  have  to  raise
significant  working  capital to achieve these goals.  The only  practicable way
management  can do this is  through  the sale of the  Company's  stock for which
there may be no market.

          Our business plan calls for us to :

o Identify and acquire profitable new business segments by trading company stock
o Attempt to raise working capital from sale of company stock
o Execute on the business plans developed for  the current owned business
  segments
o Vigilantly manage costs and expenses so to as remain competitive


<PAGE>

         CAPITAL NEEDS AND FUTURE REQUIREMENTS
         -------------------------------------

         The  formation  of Advantage  Technologies,  Inc was  undertaken  for a
number of reasons.  These will be fully  discussed  in the course of the text of
this  treatment.  The primary reason is, as is customary,  to segregate  diverse
business segments into independently  functioning  operating units for economic,
managerial,  and legal  reasons.  The initial and  immediate  focus of Advantage
Technologies,  Inc.'s  management will be towards its two principal wholly owned
subsidiaries. These are the wellspring from which future successes will depend.

         It is also the intent of management to identify and acquire  additional
operating  entities on an ongoing basis.  The candidates for  acquisition  which
management  will attempt to locate will be primarily new,  startup type entities
with technology oriented products with uses by large demographic users.

         Because of Management's proximity to the San Francisco Bay Area and the
nature of one of it's principal  subsidiary's  business as a systems integrator,
management  believes  that  many such  acquisition  opportunities  will  present
themselves.  While it would not be in the best interest of the company to reveal
exactly the type,  nature,  and qualities of acquisition  candidates,  generally
management  will be looking  for  acquisition  candidates  which have unique and
exploitable   proprietary   technology  applicable  to  large  demographics  and
potential for vertical integration.

         Management  believes  that what it has to offer to such  candidates  is
access to capital  markets  through its status as a publicly  traded entity,  as
well as its  managerial  depth  which  will be made  available  to  exploit  any
opportunities present in an acquisition candidate. Management intends all of its
acquisitions to be accomplished  with very little,  if any cash being exchanged.
It is the intent of company  management  to exchange  common  stock of Advantage
Technologies, Inc. for the stock of the target acquisition.

         With   respect   to   the    Company's    wholly   owned    subsidiary,
CasinoPirata.com,  as reported elsewhere in this filing statement, its principal
business activity consists  primarily as that of a corporate shell at this time.
There are currently no tangible assets,  no income,  no physical assets,  and no
direct  business  activities  of an  ongoing  nature  in this  corporation.  Its
intangible  assets are  determined to be of no value.  Management has determined
that the franchise  agreement held by it and issued by WorldNet Gaming, Inc. Has
no economic value.

         While the franchise itself is of no value, management strongly believes
that the fundamental underlying business concept is one of enormous business and
profit  potential.   The  industry  predictions  for  the  gaming  business  and
especially  the online gaming  industry show  tremendous  growth  potential on a
global basis.  To date,  only a few of the large Las Vegas and Atlantic City and
New Jersey  gaming  establishments  have entered into this  enormous new area of
e-commerce.   Most  studies  show  that  there  is  a  global   market  that  is
significantly  larger than


<PAGE>

the one that is being  exploited  within  the areas of the United  States  where
casino  gambling  is legal.  Management  is  currently  assessing  the  business
opportunity  represented  here to determine how to best proceed in attempting to
gain successful entry into this market.

           Since  involving  itself in the  gaming  business  by  acquiring  the
franchise with WorldNet Gaming, Inc., the company's management team has changed.
The current  management team is responsible  for determining  that the agreement
between WorldNet Gaming,  Inc. is of no value to the company.  In the process of
making this  determination,  a number of important  factors were analyzed  which
gave rise to the  determination of  worthlessness  of the franchise.  These same
factors were  determined  to be critical for any company to be successful in the
online gaming business.

           Therefore,  in order for  CasinoPirata.com  to be  successful  in the
online gaming business, management has determined that the following conditions,
at a minimum, must be satisfied:

         (1)  A Master Merchant Account  Agreement with an accredited  financial
              institution must be established;

         (2)  Proprietary  gaming software must be identified and acquired.  The
              software has to be renderable in multiple languages;

         (3)  A site  must  be  located  and  secured  in an  environment  where
              operating a business of this type is legal;

         (4)  Parameters of hardware and software  requirements  to support peak
              demand must be determined;

         (5)  Technical  personnel to operate the hardware and software  have to
              be recruited  and trained and put in place.  This is a twenty-four
              hours a day/seven  days per week/52  weeks per year  business.  An
              attorney  with  experience  in  international  gaming  law must be
              identified and retained;

         (6)  A marketing  plan must be developed to drive  internet  traffic to
              this site on a global basis and  personnel  acquired to accomplish
              these goals;

         (7)  Funds sufficient to accomplish all of the above are required.


         While this not an exhaustive  treatment of a business  model for online
gaming, these are some of the fundamentals which management has determined to be
necessary  in order to go  forward.  Management's  best  estimate of the cost to
accomplish all of the above is approximately  $1,000,000.  Management  currently
does not have  sufficient  working capital to undertake  online gaming.  At this
time,  management does not have a financing plan. Management is aware that other
more established and better financed  organizations with expertise in the gaming
industry are either already online or are considering entering the online gaming
industry.


<PAGE>

         With respect to Advantage Technologies, Inc.'s wholly owned subsidiary,
Advantage  Systems,  Inc, its principal  business activity consists primarily as
that of a systems integrator.  However, as a response to increased  competition,
especially around pricing and dwindling profit margins,  Advantage Systems, Inc.
has moved in the direction of a Value Added Reseller and service model.  In this
model,  the traditional  systems  integrator adds branded product lines to their
existing  proprietary product lines and models, and service,  related usually to
application  software,  operating  systems  software,  or  website  development.
Advantage  Systems,  Inc. continues to be a systems integrator and its' sales of
computers  consists  primarily of its' own brand,  "American  Computer" systems.
However, Advantage Systems has added Compaq and Hewlett Packard to its offerings
of  hardware.  The  company  also  sells  a  wide  variety  of  Branded  Network
connectivity products such as Intel, 3COM, CISCO, Bay Networks, SMC, Ascend, and
Asante.  Advantage Systems, Inc, also has become a Microsoft Certified Solutions
Provider.

         This   enables  the  Company  to   advertise   offerings  of  hardware,
installation,   networking  services  and  installation  of  operating  systems,
including all cabling,  switching devices, routers, and hubs, installations with
a solid basis and expertise, which the public wants. The profit margins in these
service and networking areas are substantially  higher than from hardware.  This
bundle  of  goods  and  services  can  be  and  is  often   separated  and  sold
individually,  but  usually  one  provides a doorway  through  which to sell the
others.

         In the business model  management has developed,  the primary target is
the small  and/or  startup  business.  The  reasons  for this are that there are
numerous such  businesses  that need the kind of expertise and service which the
Company offers on an  incremental  or part-time  basis.  These  businesses  need
custom designed as well as "off-the-shelf" hardware solutions such as offered by
the  Company.  These  businesses  also need  internet  access and  connectivity,
including category 5 cabling.  Lastly,  these business need website development,
consulting and design. The Company offers all of these goods and services.

         In this business model,  management has determined that duplication for
purposes  of growth is  relatively  simple  and  straightforward.  Management's'
intent is to develop the  techniques we currently use to develop sales leads for
our Silicon  Valley area to the point of  acceptable  efficiency.  We anticipate
less than a year to perfect these techniques. Once we are efficient in the sales
lead generation segment, management intends to expand the outside sales force to
new communities and open outside sales offices in these newly identified areas.


<PAGE>

At this time, management has determined, that all that will be needed is:

(1)      The acquisition of the data relating to the demographics  which we have
         established;

(2)      Adequate 1-800 number service;

(3)      Apply the same telesales  techniques for sales lead  generation  locale
         sales office for outside sales personnel;

(4)      Outside sales personnel;

(5)      software and hardware installation technicians for installations.

         All management,  purchasing,  accounting,  support and customer service
will be directed from the corporate office in San Jose, California.

         The  Company's  marketing  strategy  is  relatively  simple.  We obtain
database information relative to the marketing demographic parameters,  which we
have  predetermined.  We use professional  telesales  individuals coupled with a
direct mailing of collateral materials to our predetermined demographics. Once a
level of  interest  is  established,  a  professional  sales  representative  is
scheduled  for  an  onsite  interview  with  the  prospective  client  where  an
assessment is made of the client's requirements. Often, in this environment, our
sales  people are able to offer  alternatives  which are more  effective  and at
times less expensive. Typically, we do not charge for this consulting service.

         There  are  incremental   costs   associated   with  hiring   telesales
professionals.  Usually,  within a short period of time after adding a telesales
professional,  one or more outside sales  professionals  have to be added.  This
results  in a  slight  increase  in  overhead  initially,  and  it  is  hoped  a
significant  increase in sales  shortly  thereafter.  We monitor  telesales  and
outside  sales to be sure we meet the goals we set from monthly  self-assessment
sales meetings.

         We are able to keep  our  investment  in  inventory  low as we  utilize
just-in-time  purchasing  and  inventory  techniques.  The  largest  costs to be
financed in this model are the Accounts Receivable/  Work-in-Progress  costs. We
keep this as low as possible by billing all hardware on  delivery.  Service work
is billed  incrementally,  beginning  with a retainer  if the job  appears to be
longer than thirty days. We also, as a policy, add technical personnel on a full
time basis only when the revenue  related to that  aspect of business  justifies
the slot.  Some of the  financing  of  operations  comes from  trade  creditors.
Advantage Systems has been in this business for over 16 years now and we do have
favorable  terms  with  most  of our  suppliers.  Another  source  of  financing
historically has been from retained profits being put back into the business. It
is estimated for every incremental  $1,000,000 in gross business,  an additional
$100,000 in working  capital is  required.  Advantage  Systems is  projecting  a
growth of  $1,500,000


<PAGE>

in sales for the fiscal year-end September 30, 2000.  According to this model an
additional  $150,000 in working capital will be required.  Management expects to
meet the  need in part by  retaining  earnings  from  operations.  Additionally,
management  expects  to sell  common  stock to meet  these and  other  cash flow
requirements.  Management  understands  that  there may not be a market  for the
stock it expects to offer for sale.

YEARS 2000 COMPLIANCE
---------------------

         Advantage  Technologies,  Inc.  and  Advantage  Systems,  Inc.  rely on
computers  for all of the customary  uses that any  technology  related  company
would rely upon them.  In  addition  to these  concerns,  the very nature of our
business put us at the front of the problem and the  solution.  The century date
change occurred without incident.

         The Company has sold  thousands  of systems to the general  public over
the course of the last  sixteen  years.  While only a  fraction  of those  could
result in any  exposure to the Company in terms of  warranty  related  problems,
none have resulted in a reported claim to the Company.

         This comes as no  surprise  to  management  inasmuch as the problem was
primarily related to the BIOS (Basic Input/Output System) Programs found onboard
all motherboards of IBM PC Clones.  Most highend motherboard  manufacturers,  as
well as most BIOS chip  manufacturers,  made the required  corrections  early in
1998.  All of the legacy  systems  still in use older than two years could solve
the problem by going online and  downloading an update patch for their BIOS from
the  manufacturer  well prior to December 31, 1999. To date we have had only one
system returned with a potential Y2K problem and it was resolved and returned to
the  customer  within 72 hours  with only a small  charge  to the  customer.  We
anticipate  no further  material  consequences  as a result of the century  date
change.

ACQUISITION  OF  GO FATHOM CONSULTING  AGREEMENT

   On March 31, 2000 the Company entered into a consulting agreement between the
Company  and  the   following  individual  professional  persons  who  acted  as
consultants  to the Company: M. Richard Cutler,  Brian A. Lebrecht,  Vi Bui, and
Asher Starik  for  services  involving  consultation,  advice  and counsel  with
respect  to the  negotiation  and  completion  of  the  stock  exchange  between
Advantage and Go Fathom.  In   addition   to   cash  compensation, the agreement
calls  for  issuance  of  a  total  of  1,540,000   shares  of  Advantage to  be
issued  to  the  consultants  together  with  an  obligation for  the Company to
register such shares on Form  S-8.

PROPERTY

         The  Company  maintains  its  principal  administrative  and  executive
offices at 1324 S. Mary Ave.,  Sunnyvale,  CA 94087  consisting of approximately
800 square feet of office  space and 600 square feet of  assembly  and  shipping
space.  The Company  expects this  facility to be adequate for its needs for the
next six  months.  The  Company is now  looking  for a facility  more  suited to
light-industrial  assembly that will  accommodate  anticipated  expansion in the
near future.


<PAGE>

                                 RISK FACTORS

In  this  section we  highlight  some of  the risks associated with our business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

RISKS RELATED TO OUR BUSINESS

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR  BUSINESS HAS EXISTED  FOR  ONLY  A  SHORT  PERIOD  OF  TIME.
We  began our current business in 1999.  As  a  result,  we have only a limited
operating history  upon  which you may evaluate our business and prospects.  In
addition,  you   must  consider  our   prospects  in  light  of  the  risks and
uncertainties encountered  by companies in an early stage of development in new
and  rapidly evolving  markets.

     YOUR  INVESTMENT  MAY  NOT  INCREASE  IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

     WE  ARE  PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR  SECURITIES  HIGHLY  RISKY.  Our  financial  statements include an auditor's
report  containing  a modification regarding an uncertainty about our ability to
continue  as  a  going  concern.   Our  financial  statements  also  include  an
accumulated deficit of $1,032,067 as of September 30, 1999 and other indications
of weakness in our present financial position.  We have been operating primarily
through  the  issuance  of  common  stock  for  services  by entities, including
affiliates, that we could not afford to pay in cash.  We are consequently deemed
by  state  securities regulators to presently be in unsound financial condition.
No  person  should  invest in this offering unless they can afford to lose their
entire  investment.

     OUR  BUSINESS  DEPENDS  ON  A  FEW  KEY  INDIVIDUALS  AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.  Our future success depends
in  large  part  on  the skills, experience and efforts of our key marketing and
management  personnel.  The  loss  of  the  continued  services  of any of these
individuals  could  have  a very significant negative effect on our business. In
particular,  we  rely  upon  the experience of George J. Bentley, our  President
and Chief  Executive  Officer.  We do not currently maintain a policy of key man
life insurance on any of our employees or management  team.



<PAGE>

     OUR  BUSINESS  PLAN  REQUIRES  ADDITIONAL  PERSONNEL  AND MAY BE NEGATIVELY
AFFECTED  IF  WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.  Qualified
personnel  are  in  great  demand  throughout our industry.  Our success depends
in  large  part upon our ability to attract, train,  motivate and  retain highly
skilled sales and marketing personnel and other senior personnel. Our failure to
attract and  retain  the  highly  trained  technical personnel that are integral
to  our  direct  sales, product development, service and support teams may limit
the rate at which we can generate sales and develop new products and services or
product  and  service  enhancements.  This  could  hurt  our business, operating
results and financial  condition.

     OUR  TECHNOLOGY  BUSINESSES  OWN  PROPRIETARY  TECHNOLOGY  AND  OUR SUCCESS
DEPENDS  ON  OUR  ABILITY  TO  PROTECT  THAT  TECHNOLOGY.  The  unauthorized
reproduction  or  other  misappropriation  of  our  proprietary technology could
enable  third  parties  to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results and
financial  condition.  We  have  relied primarily on the use of trade secrets to
protect  our  proprietary  technology,  which  may be inadequate. We do not know
whether  we  will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries  are uncertain and still evolving. Moreover, the laws of some foreign
countries  are uncertain and may not protect intellectual property rights to the
same  extent as the laws of the United States. If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could be burdensome
and  expensive  and  could  involve  a  high  degree  of  risk.

     WE  WILL  INCUR  SIGNIFICANT  EXPENSES  IF  OTHER  COMPANIES  CLAIM WE HAVE
INFRINGED  ON THEIR PROPRIETARY RIGHTS.  Although we attempt to avoid infringing
known  proprietary rights of third parties, we are subject to the risk of claims
alleging  infringement of third party proprietary rights. If we were to discover
that  any  of our products violated third party proprietary rights, there can be
no assurance that we would be able to obtain licenses on commercially reasonable
terms to continue offering the product without substantial reengineering or that
any  effort  to  undertake  such  reengineering  would  be successful. We do not
conduct  comprehensive  searches to determine whether the technology used in our
products  infringes patents, trademarks, tradenames or other protections held by
third  parties.  In  addition,  product development is inherently uncertain in a
rapidly evolving technological environment in which there may be numerous patent
applications  pending, many of which are confidential when filed, with regard to
similar  technologies.  Any  claim  of  infringement  could  cause  us  to incur
substantial costs defending against the claim, even if the claim is invalid, and
could  distract  our  management  from our business. Furthermore, a party making
such  a  claim  could  secure  a  judgment  that  requires us to pay substantial
damages.  A  judgment could also include an injunction or other court order that
could  prevent  us  from  selling our products. Any of these events could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

     IF  WE  ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE
ABLE TO STAY IN BUSINESS.  Currently, our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  products  and  services,  engage in and exploit potential business
opportunities  and otherwise maintain our competitive position.  Since we intend
to  grow  our  business  rapidly,  it is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would  provide it, and on what terms. If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.



<PAGE>

RISKS  RELATED  TO  THIS  OFFERING  AND  OWNERSHIP  OF  OUR  STOCK.

     OUR  BOARD  OF  DIRECTORS  CAN  ISSUE  PREFERRED  STOCK WITHOUT SHAREHOLDER
CONSENT  AND  DILUTE  OR  OTHERWISE  SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS.  Our articles of incorporation provide that preferred stock may be
issued  from  time  to  time  in  one  or more series. Our board of directors is
authorized  to  determine  the  rights, preferences, privileges and restrictions
granted  to  and  imposed upon any wholly unissued series of preferred stock and
the  designation  of  any  such  shares,  without  any  vote  or  action  by our
shareholders.  The  board  of  directors may authorize and issue preferred stock
with  voting  power or other rights that could adversely affect the voting power
or  other  rights  of  the holders of common stock. In addition, the issuance of
preferred  stock  could  have  the effect of delaying, deferring or preventing a
change  in  control,  because  the terms of preferred stock that might be issued
could  potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred  stock.

     YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT REDUCED
PRICES,  BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE.  Our stock is
presently  trading  on  the  OTC  bulletin  board maintained by Nasdaq under the
symbol  ADVV.  Nevertheless,  there  has  been  limited volume in trading in the
public  market  for  the common stock, and there can be no assurance that a more
active  trading  market  will  develop or be sustained.  The market price of the
shares  of common stock is likely to be highly volatile and may be significantly
affected by factors such as fluctuations in our operating results, announcements
of  technological  innovations  or  new  products  and/or  services by us or our
competitors,  governmental  regulatory  action,  developments  with  respect  to
patents  or  proprietary  rights  and  general  market  conditions.



<PAGE>

     YOU  MAY  NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK RULES.
The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price of less than $5.00 per share, subject to a few exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has

-     net  tangible  assets  of  at least $2,000,000, if such issuer has been in
      continuous  operation  for  three  years,

-     net  tangible  assets  of  at least $5,000,000, if such issuer has been in
      continuous  operation  for  less  than  three  years,  or

-     average  annual revenue of at least $6,000,000, if such issuer has been in
      continuous  operation  for  less  than  three  years.

Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the
penny  stock  market  and  the  risks  associated  therewith.

     FORWARD  LOOKING  STATEMENTS.  Except  for  historical  information,  the
discussion  in  this  registration  statement  contains  some  forward-looking
statements  that  involve risks and uncertainties. These statements may refer to
our  future plans, objectives, expectations and intentions. These statements may
be  identified  by  the  use  of  the words such as expect, anticipate, believe,
intend, plan and similar expressions. Our actual results could differ materially
from  those  anticipated  in  such  forward-looking  statements.

                               USE  OF  PROCEEDS

ADVV  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.



<PAGE>

                              SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory benefit plan with ADVV for consulting
services  they  provided  to  ADVV.  The  Selling Shareholders may resell all, a
portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as  of  March 31,  2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>



<S>                <C>            <C>            <C>           <C>

                   NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS       BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler  1,126,125 (1)        500,500       625,625          2.3%
-----------------  -------------  -------------  ------------  ------------

Brian A. Lebrecht       346,500         154,000       192,500  less than 1%
-----------------  -------------  -------------  ------------  ------------

Vi Bui                  259,875         115,500       144,375  less than 1%
-----------------  -------------  -------------  ------------  ------------

Asher Starik            962,500         770,000       192,500  less than 1%
-----------------  -------------  -------------  ------------  ------------

</TABLE>



(1)     Of such shares, 625,625 are held by MRC Legal Services, LLC.  M. Richard
Cutler  is  the  beneficial  owner  of  MRC  Legal  Services,  LLC.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  the  NASD,  or  other exchange, in a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).



<PAGE>

The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.


                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  Robert Laskowski, Esq.


                                     EXPERTS

The  balance  sheets  as  of  September 30,  1999 and 1998 and the statements of
operations,  shareholders' equity  and cash flows for each of the three years in
the period ended September 30, 1999 have  been incorporated by reference in this
Registration Statement in reliance on the report of Timothy L. Steers, Certified
Public Accountant, LLC, given  on the authority  of  that  firm  as  experts  in
accounting and  auditing.



<PAGE>


                                    PART  II

             INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's  Form 8-K for an event on March 31, 2000, filed on April 3,
2000.

(ii)     Registrant's  Form 10-SB, as amended (in the name of Go Fathom Group,
Inc., the Company's  predecssor), originally filed  on  November 17,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State  of  Nevada and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.


                                       23
<PAGE>

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

*2.1              Articles  of Merger and Plan of Merger  dated  April 21,  1998
                  between Vortices, Inc. and Simulator Systems.

*2.2              Share  Exchange  Agreement  and Plan of  Reorganization  dated
                  September 24, 1999 , and  amendment  thereto,  between  Casino
                  Pirata.com Ltd, Advantage  Systems,  Inc. and the shareholders
                  of Advantage Systems, Inc.

*3.1              Articles of Incorporation of Advantage Technologies,  Inc. and
                  Amendments thereto.

*3.2              Articles of Incorporation of Advantage Systems, Inc.

*3.3              Articles of Incorporation of CasinoPirata.com Ltd.

*3.4              Bylaws of Advantage Technologies, Inc.

*3.5              Bylaws of Advantage Systems, Inc.

*3.6              Bylaws of Casino Pirata.com Ltd.
 5                Opinion  of  Robert Laskowski, Esq.
 10.1             Consulting  Agreement  dated  March  31,  2000.
 23.1             Auditor's Consent
________________________
*  Incorporated  by  reference  to  ADVV's  Form  8-K,  filed  on April 3, 2000.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to 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)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.



<PAGE>

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  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 Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.



<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Sunnyvale, State of California, on April 5, 2000.



ADVANTAGE TECHNOLOGIES, INC.


/s/ George J. Bentley

By:     George J. Bentley
Its:    President and  Chief Executive Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.




  /s/ George J. Bentley
-------------------------------------------------------
George J. Benley, President, Chief Executive Officer and Director



  /s/  Kenney F. Noel
-------------------------------------------------------
Kenney F. Noel, Secretary and Director



  /s/  Yoshi Iwagami
-------------------------------------------------------
Yoshi Iwagami, Director



  /s/  Corinna A. Stolp
-------------------------------------------------------
Corinna A. Stolp, Director



  /s/  Matthew L. Dodson
-------------------------------------------------------
Matthew L. Dodson, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 77744}]
{"company-data": {"conformed-name": "ADVANTAGE TECHNOLOGIES INC", "cik": "0001096845", "assigned-sic": "6770", "irs-number": "931244440", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34176", "film-number": "595035"}, "business-address": {"street1": "1324 S. MARY AVENUE", "street2": "SUITE 305", "city": "SUNNYVALE", "state": "CA", "zip": "94087", "phone": "4087469960"}, "mail-address": {"street1": "1324 S. MARY AVENUE", "street2": "SUITE 305", "city": "SUNNYVALE", "state": "CA", "zip": "94087"}, "former-company": {"former-conformed-name": "CASINOPIRATA COM LTD", "date-changed": "19991014"}}
AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON APRIL 5, 2000
                                               REGISTRATION NO. 333-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                          ADVANTAGE TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             NEVADA                                           93-1244440
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

                              1324 S. Mary Avenue
                         Sunnyvale, California  94087
          (Address of Principal Executive Offices, Including Zip Code)

                              Consulting Agreement
                            (Full Title of the Plan)
                              ____________________

                               George J. Bentley
                              1324 S. Mary Avenue
                          Sunnyvale, California  94087
                                 (408) 746-9960
           (Name, Address, and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities  Amount to be  Proposed Maximum            Proposed Maximum           Amount of
to be Registered     Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee

Common Stock,
par value $0.001      1,540,000     $ 0.15 (1)                 $231,000                   $60.99

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
March 31, 2000.
1
EXPLANATORY NOTE

Advantage   Technologies,   Inc.,   ("ADVV")   has   prepared  this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933, as amended (the "1933 Act"), to register certain shares of common
stock,  $.001  par  value  per  share,  issued  to certain selling shareholders.

Under cover of this Form S-8 is a Reoffer Prospectus ADVV prepared in accordance
with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer Prospectus may be
utilized  for  reofferings and resales of up to 1,540,000 shares of common stock
acquired  by  the  selling  shareholders.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ADVV  will  send  or  give the documents containing the information specified in
Part  1  of  Form S-8 to employees or consultants as specified by Securities and
Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of 1933, as
amended  (the  "1933 Act").  ADVV does not need to file these documents with the
commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements  under  Rule  424  of  the  1933  Act.

                                        3
REOFFER  PROSPECTUS

                           ADVANTAGE TECHNOLOGIES, INC.
                               1324 S. MARY AVENUE
                          SUNNYVALE, CALIFORNIA  94087
                               (408)  746-9960

                       1,540,000  SHARES  OF  COMMON  STOCK

The  shares  of  common  stock,  $0.001  par  value  per  share,  of   Advantage
Technologies, Inc. ("ADVV" or the "Company") offered hereby (the "Shares")  will
be  sold  from  time to  time  by  the  individuals  listed  under  the  Selling
Shareholders section of this document (the "Selling Shareholders").  The Selling
Shareholders  acquired  the  Shares  pursuant  to  a  Consulting  Agreement  for
consulting services that  the  Selling  Shareholders  provided  to  ADVV.

The  sales  may  occur  in  transactions  on the NASD Over-The-Counter market at
prevailing  market  prices or in negotiated transactions.  ADVV will not receive
proceeds  from  any  of  the  sale  the Shares.  ADVV is paying for the expenses
incurred  in  registering  the  Shares.

The  Shares  are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

ADVV's  common  stock  is currently traded on the NASD Over-the-Counter Bulletin
Board  under  the  symbol  "ADVV."

                        ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk Factors"
beginning  on  page  xx.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                                  April 5, 2000

                                        4
TABLE OF CONTENTS

Where  You  Can  Find  More  Information          5
Incorporated  Documents                           5
The  Company                                      7
Risk  Factors                                     xx
Use  of  Proceeds                                 xx
Selling  Shareholders                             xx
Plan  of  Distribution                            xx
Legal  Matters                                    xx
Experts                                           xx

                            ________________________

You should only rely on the information incorporated by reference or provided in
this  Reoffer  Prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The  common  stock is not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

ADVV is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required  by  the  Securities Exchange Act of 1934, as amended (the "1934 Act").
You  may  read  and copy any reports, statements or other information we file at
the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549;
           Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

The  SEC allows ADVV to "incorporate by reference" information into this Reoffer
Prospectus,  which  means that the Company can disclose important information to
you  by  referring  you  to another document filed separately with the SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.

                                        5
ADVV's  Report  on  Form  8-K,  dated  April  3,  2000 is incorporated herein by
reference.  ADVV  also  incorporates  herein  by  reference  the  Form 10-SB, as
amended, filed by Go Fathom Group, Inc.,  the Company's  predecessor, originally
filed  on  November 17,  1999.  In addition, all documents filed or subsequently
filed  by the Company under Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
before  the  termination  of this offering, are incorporated by reference.

The  Company  will  provide without charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the  Chief  Financial Offer at ADVV at ADVV's executive offices, located at 1324
S. Mary Avenue, Sunnyvale, California  94087.
ADVV's telephone number is  (408)  746-9960.

                                        6
THE  COMPANY

BUSINESS

This  Reoffer  Prospectus contains certain forward-looking statements within the
meaning  of the federal securities laws.  Actual results could differ materially
from  those  projected  in  the  forward-looking  statements  due to a number of
factors,  including  those  set forth under "Risk Factors" and elsewhere in this
Reoffer  Prospectus.

HISTORY

         Advantage Technologies, Inc. (the"Company") was originally organized as
a Nevada corporation on September 21, 1993 under the name Logistics Distribution
Systems  International  Group, Inc. Under the Company's management at that time,
of which our current  management was not a part, the Company's original business
was to investigate for possible acquisition various business opportunities.  The
current  management  of the Company is not aware of what  business,  if any, was
carried at that time.  On November 8, 1995,  the  Company's  name was changed to
Vortices, Inc. Under the then current management, the Company's business was the
development and marketing of flight simulators to the arcade game market.

         On April 21, 1998, the Company merged with Simulator  Systems,  Inc., a
Nevada  corporation,  which was the surviving  corporation  of a prior merger on
April 15,  1997  between  Simulator  Systems,  Inc.  and  Marksmanship  Training
Centers, Inc., an Oregon corporation.

         After the merger with  Simulator  Systems,  Inc.,  the  business of the
Company  became the  development  and marketing of a  computerized  rifle/pistol
simulator  which  uses real  weapons to provide  the user with an  accurate  and
realistic shooting  experience with the use of live ammunition.  The user aims a
weapon at a video display screen and fires at a target on the screen. The system
also allows the user to obtain a computer  printout  of shots  fired  indicating
accuracy.

         On April 5, 1999,  the Company  changed  its name to Casino  Pirata.com
Ltd. In February,  1999,  the Company  entered  into  agreements  with  WorldNet
Casinos.com,  Inc.  pursuant to which the Company owned and operated an Internet
gaming website.

         On  September  24,  1999,  the Company  entered  into a Share  Exchange
Agreement and Plan of Reorganization with Advantage Systems,  Inc., a California
corporation,  doing business as American  Computer.  Pursuant to that Agreement,
the Company acquired all of the issued and outstanding  common stock of American
Computer,  which  became a  wholly-owned  subsidiary  of the  Company.  American
Computer is a second-tier vendor and marketer of personal computers.

         American  Computer was  originally  formed in 1985.  It was  originally
known as American Cash Register,  Inc.,  which was later  shortened to ACR, Inc.
and then  expanded  to  American  Computer  Research,  Inc.  In 1996,  Advantage
Systems, Inc. acquired the name, phone and customer lists, inventory,  and other
assets from American Computer Research,  Inc. and commenced business as American
Computer.

         On  November  18,  1999,  the  Company  changed  its name to  Advantage
Technologies, Inc. On December 1, 1999, the Company conveyed its interest in its
Internet  gaming  website to a newly- formed wholly owned  subsidiary  operating
under the name Casino Pirata.com Ltd.
The Company is  organized as a holding  company  with two  wholly-owned
subsidiaries: Advantage Systems, Inc. and Casino Pirata.com Ltd.

BUSINESS AND OPERATING PLAN

         ADVANTAGE SYSTEMS, INC.

         At the present time. the Company's  principal business activity will be
that of its wholly-owned subsidiary,  Advantage Systems, Inc. ("ASI"). Under the
trade name of American  Computer,  ASI is a  second-tier  vendor and marketer of
personal computers.  ASI builds high-quality,  well-configured,  top-of-the-line
computers that are reliable and competitively priced. ASI has the opportunity to
leverage its current self-sustaining  position and realize substantial increases
in  revenues  and  profits by  expanding  its direct  sales  programs  targeting
high-growth segments - small- to medium-sized business, small office/home office
and mainstream corporate information technology and aggressively  scaling-up its
already effective "just-in-time" component sourcing and assembly operations.

         The total U.S.  market for  personal  computers  is  projected to reach
$59.6  billion  in 1999 and  $65.0  billion  in 2000,  fueled  by the  Internet,
interactive  applications,  and demand for  low-cost,  network-ready  multimedia
machines.  The bulk of the personal computer business is conducted in the direct
sales  channel and through  the World Wide Web to which  information  technology
purchasing  managers and  technology-savvy  consumers refer when seeking product
information,  vendors,  and pricing.  Second-tier  vendors  account for about 45
percent of PCs sold,  or $31.5  billion in the U.S.  The Company  believes  this
could grow to over $120 billion by the year 2000,  and ASI is now moving quickly
to capture market share where each percent of the business is worth more than $1
billion.

         In  pursuit  of  these  objectives  ASI has  assembled  an  experienced
management  team with a record of  success in  various  technology  enterprises.
Kenney  Noel,   Vice   President  of  Purchasing,   is  responsible   for  ASI's
"just-in-time"  purchasing  model as well as all vendor  relationships.  Alfonso
Reyes,  has  been in  Sales  and  Marketing  for more  than  ten  years  and the
electronics  industry over four years. George Bentley,  Vice President Marketing
and  E-Commerce,  founded a successful  information  technology  company and has
managed product  development,  manufacturing,  sales,  and installation for over
thirty seven years.

         ASI builds a wide  variety of personal  computers  for resale under the
American  Computer  name. Six basic systems are currently  offered  ranging from
low-end  AMD  K6-2 3D 350  MHz  processors  at  $819  for  first-time  users  to
sophisticated  Intel  Pentium  550 MHz Quad Xeon  network  servers  priced up to
$14,999. With each basic system, customers can specify processor speed according
to price/performance  needs. All systems include the latest microprocessors from
Intel  and  American  Micro  Devices,  as  well  as  graphics,  multimedia,  and
networking technologies;  video and sound cards, color monitors,  CD-ROM drives,
DVD-ROM drives, and onboard fax/modems.
Products

         ASI builds and  markets  high-quality  personal  computer  systems  for
corporate  networked  environments,  as well as  standalone  systems  for a wide
variety of applications.  Overall, the existing product line under our own brand
name - American  Computer - is in the introductory  stage. The technology in our
products consists of the latest multimedia sound and video, and Internet/network
connectivity  running primarily Windows 98 and NT platforms.  Six basic products
are currently offered:

         o       An entry level  system  called the STUDENT is  available in AMD
         K6-2-3D 350 MHz through AMD K7 Athelon 550 MHz models, ranging in price
         from $819 to $1,249. All versions include 64 MB RAM, 6.0 GB hard drive,
         15-inch  color  monitor,  8 MB video  card 56kbs  voice/fax/modem,  44x
         CD-ROM drive,  32-bit sound card, 120-watt speakers,  keyboard,  mouse,
         and Microsoft Windows 98 software.

         o       The SCHOLAR  product line is available in Intel Pentium III 450
         through 600 MHz models,  as well as AMD K7-500 and K7-550  models.  All
         versions include 64 MB RAM, 10.0 GB hard drive,  17-inch color monitor,
         and upgraded  versions of the STUDENT  feature  set.  Prices range from
         $1,019 to $1,269.

         o       The GRADUATE product line features Intel technology throughout,
         13.0 GB hard drive, 8 MB 3-D video card, 44x CD-ROM drive,  and 128-bit
         SoundBlaster  sound card, all in a mini-tower  case. It is considered a
         robust  system for  mature  users and offers  Pentium  III,  and AMD K7
         versions  running at speeds up to 550 MHz.  Prices range from $1,379 to
         $2,079.

         o       The   PRO-FORMER   system  series   offers  most   leading-edge
         technologies.  A favorite of software  developers and  state-of-the-art
         consumers,  it is  available  in the same  versions as the  GRADUATE at
         prices  ranging  from  $1,719 to $2,499  with 128 MB RAM,  18.0 GB hard
         drive,  17-inch color monitor,  44x CD-ROM drive, 16 MB 3-D video card,
         and 256-bit SoundBlaster sound card in a mini-tower case.

         o       The CAD-PRO II system is  configured  for  engineering  and CAD
         markets,   with  various  Dual  Pentium  III  versions   including  MMX
         technology.  Prices  range  from  $2,599  to $3,499  with all  versions
         including 256 MB RAM, 18.0 GB hard drive,  21-inch color  monitor,  and
         other upgraded features, including bundled MS Windows NT 4.

         o       The NETWORK SERVE series is intended as an  application or data
         server expandable to accommodate 100-plus simultaneous users. It offers
         very fast  processing  of extremely  large data files and  astronomical
         calculations.  The NETWORK SERVER comes in single,  dual, and quadruple
         Pentium III and Xeon versions  ranging in price from $3,099 to $16,599.
         All  versions  feature  minimum  256 MB RAM,  five 9.0 GB hard  drives,
         14-inch color monitor,  8 MB video card, an Intel 10/100 Ethernet card,
         5 Kbs  fax/modem,  44x  CD-ROM  drive,  all in a full tower  case.  The
         company also offers a version with up to four Pentium Pro 200s for less
         than $15,000.
ASI also sells top-quality name-brand systems for Compaq Computers as a
Value Added Reseller. To date sales have been nominal in this relationship which
is less than three  months old.  However,  management  feels this will  uniquely
position  the  company  to compete  at all  levels of  Network  and Web  design,
configuration, sales, and installation.

          We plan to follow these  products  with  extensions  to our line which
include network servers targeted at Internet Service Providers;  thin-client PCs
targeting corporate,  education, and government markets; and high-quality laptop
computers with extensive multimedia and Internet connectivity features.

          ASI also offers  high-quality  laptop  computers,  and has  positioned
itself to develop a revenue  stream from this highly  lucrative  $21.5B  market.
Research estimates  anticipate a growth rate of 17.0% through the year 2000. ASI
will assemble  units with  ASI-specified  components  in accordance  with market
opportunities.

          A critical  factor in the  production  of our  products  includes  our
unique "just-in-time" approach to supply and inventory,  which guarantees us the
flexibility we need to face this competitive and rapidly  changing  market.  Our
business  model is unique  because if provides a method for  assembling the best
configuration  of  final  product  at  a  competitive  price.,  provides  for  a
continuous supply of product without the attendant  inventory burden,  and takes
advantage of known and proven  marketing  methodologies  as a major component of
its overall business model.

          ASI  averaged 50 systems  sold per month over the last twelve  months.
All components are new and fully  warranted by the original  manufacturer,  with
direct  component  costs  running  80  percent  for  systems,   70  percent  for
off-the-shelf  sales. Using TechData,  Ingram Micro,  Ameriquest,  Merisel,  and
other national  distributors for sourcing insures availability of product at the
lowest possible price on terms favorable to our operation.

          With sales  increasing,  ASI will  purchase  desktops  and  laptops at
higher volume pricing direct from original (white boxes) manufacturers.  Pricing
will then be relatively flexible versus the competition,  and ASI will be better
positioned to control volume and maximize profits. The company will also realize
significant technical support,  warranty,  and return merchandise  authorization
(RMA)  advantages,  will be able to acquire  components  at times  when  smaller
integrators  - our primary  competition - cannot,  and will be better  insulated
against temporary price swings during periods of product scarcity.

          Marketing

          ASI  relies  primarily  on  telemarketing  and  customer  referral  to
advertise its products for sale and secondarily on the world wide web. This form
of  advertising  results  in  approximately  20 to 50  systems  sales  per month
directly and 5 to 15 systems per month as referral business.
The estimated  worldwide  installed  base of x586 or older systems is
approximately  125,000,000  units, and those units will be replaced  starting in
2000 as totally new chip  technologies,  operating  systems,  and  software  are
introduced.  Due to its small size,  flexibility  of  operations,  and extensive
network of suppliers,  Advantage Systems is strategically  positioned to quickly
integrate and bring to market products configured with any new technologies, and
therefore capture a major share of the first-adopter market.

          Our target market will be the small to medium sized business and Small
Office-Home  Office where there is a real need for  suppliers who can design and
install a networked environment.  Traditionally they will buy both the lower-end
PC, where price is the primary  factor,  and the  high-end  PC, where  component
technology is the primary factor.

          ASI is basing its  strategy on prior  experience,  as well as research
from national trade magazines that provide pricing  analysis for specific market
segments and data on average system configurations within specific price ranges.
By  following  this  research,  as well as data  collected  from  its own  sales
records,  ASI is able to  optimize  configuration  and pricing of its systems in
positioning versus competition.

          Our  target  markets  do not  have  substantial  seasonal  components.
Historically,  sales are  relatively  constant  throughout  the  year,  with the
exception of some  downturn from December 20 to January 20 according to industry
studies.  Our marketing plan will concentrate on generating direct sales through
telemarketing with known response potential.  ASI will be using telemarketing as
its primary advertising vehicle and it's website, www.ampcomp.net as a secondary
sales tool.  This  marketing and sales  strategy will drive our primary  revenue
engine.

          Competition

          ASI competes directly with "second-tier"  vendors - emerging companies
in the direct marketing  channel.  These are companies that are now established,
have good management  teams,  are generally well financed,  and are moving up to
compete with the Top 5: Dell, Gateway,  Compaq, IBM, and Micron. Their strengths
are size and  adaptability.  Their weakness is in their  inability to manage the
increased pressure of financing and rapid growth,  causing strained credit lines
and supplier relationships, and resulting in loss of focus.

          Because of  increased  competition  from the  internet  in the form of
auction  houses and direct sellers whose  business  models and sales  strategies
call for selling systems at or below cost,  most companies in the  "second-tier"
have been required to completely  re-evaluate the way they do business.  ASI has
not been exempt from this re-evaluation process.

          The management of ASI believes that to survive and thrive there has to
be a value-add  component to the offerings of a company in addition to price and
quality.  Service is clearly the additional  component.  It comes in the form of
"build to order" systems,  short delivery dates,  flexibility of  configuration,
price,  and  performance.  All these  things are  offered in some  degree by the
competition.  We believe that the real value add has to be around the concept of
a one stop solution.  A place where a customer's hardware needs can be assessed,
priced  competitively,  and
delivered  quickly,  where  operating  software and networking can be engineered
into the equation,  including cabling and installation. A place where a customer
can not only get  computers,  but a place that can design your  website and have
you doing  e-business in a short period of time. It is ASI's intent to be a full
service, one stop shop.

          ASI's   competitive   advantage   stems  from  the  broad   financial,
manufacturing,  and marketing and sales  experience of the management  team. The
overall  quality of our products;  our  consistently  competitive  pricing;  the
strategic  advantage of our  "just-in-time"  components  sourcing;  the flexible
setup  envisioned for our assembly  operations;  and our  willingness to embrace
change and go where the market is going.

          Due to the  competitive  nature of the  computer  industry in general,
ASI, like it's  competitors,  has had to look to other avenues for sales of it's
systems outside the traditional print  media/direct sales format. ASI has earned
the designation  from Microsoft  Corporation to advertise and hold itself out to
be a  Microsoft  Certified  Solutions  Provider.  This has opened up new revenue
potential  to ASI in the  areas  of  customer  based  solutions  for  networking
installation  and  management,  internet  and intranet  communications,  website
development and hosting, as well as hardware sales and maintenance.

          Because of the open  architecture of the IBM PC clone,  ASI is able to
compete technically as well as price wise with the biggest to the smallest names
in the industry.  The latest  components are available to ASI as quickly as they
are to Compaq,  Dell, Gateway and others. With only a slight increase in monthly
volume, AST could become eligible to buy direct from many manufacturers, thereby
improving its ability to compete.

          Strategy

          ASI's market  strategy is to become  established as a leading one stop
supplier of  solutions  for  information  and  communications  technology  which
include IBM PC Clones and related  components  and  peripherals  which allow end
users  to  perform  the task  they  specify  efficiently  utilizing  the  latest
technology  at very  competitive  prices.  To do this, we will leverage its core
competencies,  knowledge  and  expertise  in the  industry,  to  achieve  market
penetration and gain a reasonable and growing market share.

          ASI will need to identify,  develop,  and train telesales people which
reach its  pre-identified  target  market with a direct sells  campaign  that is
effective  and conveys the concept of American as a quality  alternative  to the
established system integrators who do not offer the full suite of services found
at ASI.

          In order to be  competitive,  ASI will need to improve its sourcing so
as to maximize quality and minimize costs.  Products will need to continue to be
delivered on time, with costs  controlled,  marketing budgets managed and assets
safeguarded. In addition, personnel with a variety of skills and experience will
have to be recruited, trained, and retained.
Technology

          At present,  ASI neither owns nor licenses any technology with respect
to its products or services.

          CASINO PIRATA. COM

Through its  wholly-owned  subsidiary,  the Company  operates an Internet gaming
site   under   the   name   Casino   Pirata.com.    The   website   address   is
www.casinopirata.com.  The gaming site is operated  through a license  agreement
with WorldNet Gaming, Inc. WorldNet Casinos.com, Inc. ("WorldNet") maintains its
headquarters  in San  Jose,  Costa  Rica and its U.S.  marketing  office in Fort
Lauderdale,  Florida.  WorldNet is in the business of  developing  JAVA(R) based
online casino software and licensing  "turn-key"  Internet casinos. In addition,
WorldNet operates two of its own Internet casinos.

The Company has a five (5) year  license  from  WorldNet  pursuant to a Software
License  Agreement  dated April 19, 1999. The Company paid WorldNet  $150,000.00
for the license  rights The license  includes the  following  games:  blackjack;
slots; pai-gow; video porker;  roulette;  instant bingo; and baccarat. Under the
license,  WorldNet provides management services;  technical support;  marketing;
account  and  billing  back  office  suite  to view  real-time  sales;  software
upgrades.  For these services,  WorldNet receives a management fee of 30% of the
net win.

WorldNet uses Internet  proprietary  encoding and processing  technology,  which
allows for security for financial transactions via the Internet. This technology
acts as an international  currency  converter and a secure Internet  transaction
gateway to financial  institutions for on-line merchants.  SSL Internet Protocol
is  used  to  provide   privacy  and   reliability   between  he   communicating
applications.  SSL uses 12b bit  encryption  which  ensures  server  and  client
authentication  through encrypted  algorithms and cryptographic  keys.  WorldNet
also  provides  an  additional  level of security  with an Address  Verification
System validation,  which validates submitted addresses with the casino player's
registered  address to  mitigate  the use of stolen  credit  cards.  Each casino
player  registers on the website and is issued a unique Personal  Identification
Number. WorldNet accepts both MasterCard and VISA credit cards.

          To date the company has not received  any income from this  operation.
For all  practical  purposes,  access  to this site is open to the  public,  but
basically,  only  individuals  with  credit  cards can  gamble  immediately.  An
individual could mail in a check or money order and after some period of time an
account could be opened on their  behalf,  thus allowing them to wager up to the
amount of the credit in their account.

          There  does  appear to be  traffic to the  website  and some  wagering
activity.  Accounting  information  submitted to management by WorldNet  Gaming,
Inc,  while raw,  incomplete,  and  unsubstantiated  indicates some revenues and
traffic  into  the  site  on a  monthly  basis.  However,  all of the  hardware,
software,  and  other  elements  of  business  control  are in the  hands of the
Franchisor  WorldNet Gaming, Inc. To date management of WorldNet Gaming, Inc has
been
unwilling  to allow access to the original  source  records or to the  financial
institution with which WorldNet Gaming, Inc operates through.

          Financial control of the entire operation is through a special banking
relationship known as a Master Merchant Account  Agreement.  The Master Merchant
Account Agreement, which accommodates credit card transactions,  appears to be a
wrap-around of an existing Master Merchant  Account  Agreement  between WorldNet
Gaming,  Inc and an as yet  undisclosed  foreign  bank.  The  company  has tried
unsuccessfully to obtain original source account documents from WorldNet Gaming,
Inc.  Without  access  to  these,  determination  of  financial  gain or loss is
impossible.  Management has considered other legal remedies,  however,  WorldNet
Gaming, Inc. and all of their resources are located outside the United States of
America.

          Therefore  it is the  view of  management,  at  this  time,  that  the
franchise  agreement with WorldNet  Gaming,  Inc has no future  economic  value.
Management  is in  discussions  with  WorldNet  Gaming,  Inc and  others for the
possibility of obtaining it's own software and Master Merchant Account Agreement
operated at it's own URL on it's own  hardware.  There are  numerous  hurdles to
overcome in this regard but the main ones are  locating a financial  institution
amenable  to  entering   into  a  Master   Merchant   Account   Agreement   with
CasinoPirata.com  for a gaming website,  and raising the approximate  $1,000,000
necessary to acquire  software and hardware with which to setup a site in a host
country.

          SIMULATOR SYSTEMS - EXCALIBORE
          ------------------------------

Through the Company's merger, when it was known as Simulator Systems,  Inc, with
Marksmanship Training Centers, Inc.  ("Marksmanship"),  the Company acquired the
interest of  Marksmanship  in the  development  and marketing of an  interactive
rifle/pistol  simulator  designed  to  improve  marksmanship  skills.  The first
generation product was known as "Excalibore".

          The  product  is a  computerized  system  which  uses real  weapons to
provide the user with an accurate and realistic shooting  experience without the
use of live  ammunition.  The user aims a weapon at a video  display  screen and
fires at a target on the screen which is chosen from a menu which  includes full
and  half-size  silhouettes,   both  stationary  or  pop-up  and  a  variety  of
bull's-eyes.

          The user can select  firing  ranges  from 25 yards to 1,000  yards.  A
camera device  mounted on the barrel of the weapon "sees" the target through the
sights of the weapon in the same manner as the target is seen by the user.  When
a shot is fired, the system instantaneously matches the information derived from
the camera  alignment  (the  sight) to the  corresponding  pixel  address on the
screen  (the  target)  Algorithms  compensate  for  distance  and  environmental
factors.  The instant feedback on where the short hit or missed the target shows
the user how to adjust on subsequent shots.

          Actual  modified  pistols  and  rifles are used so that the weight and
trigger action are real.  Simulated  recoil and sound lend  authenticity  to the
firing  experience.  To provide a close  simulation of actual  weapons fire, the
Excalibore  has  recoil  action  which  is  adjustable  to the
specific weapon attached.  Earphones provide the actual sound of a weapon firing
and a printer records how far the shots hit or missed the target. The Excalibore
is  compact  in  design  and can be  operated  in a six by six foot  area  using
standard AC current.

          Although the  management of the Company when it was known as Simulator
Systems,  Inc.  aggressively  attempted  to market  the  Excalibore  system to a
variety  of users,  including  the U.S.  armed  forces,  the  Company's  current
management has decided to cease further marketing efforts at this time.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

  REVIEW OF OPERATING RESULTS
  ---------------------------

          The  following  discussion  should be read together with the financial
statements and the accompanying notes to the financial statements.

          Operations  of the  Company  for the year  ended  September  30,  1999
resulted in a net ordinary loss. One segment of the business, Advantage Systems,
dba American  Computer,  had net income from operations for the period, but this
was more than offset by the losses incurred in other segments of the Company.

          Most of those losses are attributable to business  segments which have
been  abandoned  and  discontinued  by  management,  specifically  the franchise
relationship with WorldNet Gaming and the Excalibore system. While the Company's
present management can not be assured that there will be no future losses of the
type realized in the current period, management believes these losses were do to
a failure by the Company's  previous  management to investigate  business basics
before undertaking the WorldNet Gaming franchise and the Excalibore system.

          Management  believes  that the business plan it has developed for it's
primary business segment,  Advantage Systems,  Inc., is practical and executable
on a  profitable  basis in fiscal  year 2000.  However,  management  can make no
assurances  of  profitability.  Additionally,  management  will  have  to  raise
significant  working  capital to achieve these goals.  The only  practicable way
management  can do this is  through  the sale of the  Company's  stock for which
there may be no market.

          Our business plan calls for us to :

o Identify and acquire profitable new business segments by trading company stock
o Attempt to raise working capital from sale of company stock
o Execute on the business plans developed for  the current owned business
  segments
o Vigilantly manage costs and expenses so to as remain competitive
CAPITAL NEEDS AND FUTURE REQUIREMENTS
         -------------------------------------

         The  formation  of Advantage  Technologies,  Inc was  undertaken  for a
number of reasons.  These will be fully  discussed  in the course of the text of
this  treatment.  The primary reason is, as is customary,  to segregate  diverse
business segments into independently  functioning  operating units for economic,
managerial,  and legal  reasons.  The initial and  immediate  focus of Advantage
Technologies,  Inc.'s  management will be towards its two principal wholly owned
subsidiaries. These are the wellspring from which future successes will depend.

         It is also the intent of management to identify and acquire  additional
operating  entities on an ongoing basis.  The candidates for  acquisition  which
management  will attempt to locate will be primarily new,  startup type entities
with technology oriented products with uses by large demographic users.

         Because of Management's proximity to the San Francisco Bay Area and the
nature of one of it's principal  subsidiary's  business as a systems integrator,
management  believes  that  many such  acquisition  opportunities  will  present
themselves.  While it would not be in the best interest of the company to reveal
exactly the type,  nature,  and qualities of acquisition  candidates,  generally
management  will be looking  for  acquisition  candidates  which have unique and
exploitable   proprietary   technology  applicable  to  large  demographics  and
potential for vertical integration.

         Management  believes  that what it has to offer to such  candidates  is
access to capital  markets  through its status as a publicly  traded entity,  as
well as its  managerial  depth  which  will be made  available  to  exploit  any
opportunities present in an acquisition candidate. Management intends all of its
acquisitions to be accomplished  with very little,  if any cash being exchanged.
It is the intent of company  management  to exchange  common  stock of Advantage
Technologies, Inc. for the stock of the target acquisition.

         With   respect   to   the    Company's    wholly   owned    subsidiary,
CasinoPirata.com,  as reported elsewhere in this filing statement, its principal
business activity consists  primarily as that of a corporate shell at this time.
There are currently no tangible assets,  no income,  no physical assets,  and no
direct  business  activities  of an  ongoing  nature  in this  corporation.  Its
intangible  assets are  determined to be of no value.  Management has determined
that the franchise  agreement held by it and issued by WorldNet Gaming, Inc. Has
no economic value.

         While the franchise itself is of no value, management strongly believes
that the fundamental underlying business concept is one of enormous business and
profit  potential.   The  industry  predictions  for  the  gaming  business  and
especially  the online gaming  industry show  tremendous  growth  potential on a
global basis.  To date,  only a few of the large Las Vegas and Atlantic City and
New Jersey  gaming  establishments  have entered into this  enormous new area of
e-commerce.   Most  studies  show  that  there  is  a  global   market  that  is
significantly  larger than
the one that is being  exploited  within  the areas of the United  States  where
casino  gambling  is legal.  Management  is  currently  assessing  the  business
opportunity  represented  here to determine how to best proceed in attempting to
gain successful entry into this market.

           Since  involving  itself in the  gaming  business  by  acquiring  the
franchise with WorldNet Gaming, Inc., the company's management team has changed.
The current  management team is responsible  for determining  that the agreement
between WorldNet Gaming,  Inc. is of no value to the company.  In the process of
making this  determination,  a number of important  factors were analyzed  which
gave rise to the  determination of  worthlessness  of the franchise.  These same
factors were  determined  to be critical for any company to be successful in the
online gaming business.

           Therefore,  in order for  CasinoPirata.com  to be  successful  in the
online gaming business, management has determined that the following conditions,
at a minimum, must be satisfied:

         (1)  A Master Merchant Account  Agreement with an accredited  financial
              institution must be established;

         (2)  Proprietary  gaming software must be identified and acquired.  The
              software has to be renderable in multiple languages;

         (3)  A site  must  be  located  and  secured  in an  environment  where
              operating a business of this type is legal;

         (4)  Parameters of hardware and software  requirements  to support peak
              demand must be determined;

         (5)  Technical  personnel to operate the hardware and software  have to
              be recruited  and trained and put in place.  This is a twenty-four
              hours a day/seven  days per week/52  weeks per year  business.  An
              attorney  with  experience  in  international  gaming  law must be
              identified and retained;

         (6)  A marketing  plan must be developed to drive  internet  traffic to
              this site on a global basis and  personnel  acquired to accomplish
              these goals;

         (7)  Funds sufficient to accomplish all of the above are required.

         While this not an exhaustive  treatment of a business  model for online
gaming, these are some of the fundamentals which management has determined to be
necessary  in order to go  forward.  Management's  best  estimate of the cost to
accomplish all of the above is approximately  $1,000,000.  Management  currently
does not have  sufficient  working capital to undertake  online gaming.  At this
time,  management does not have a financing plan. Management is aware that other
more established and better financed  organizations with expertise in the gaming
industry are either already online or are considering entering the online gaming
industry.
With respect to Advantage Technologies, Inc.'s wholly owned subsidiary,
Advantage  Systems,  Inc, its principal  business activity consists primarily as
that of a systems integrator.  However, as a response to increased  competition,
especially around pricing and dwindling profit margins,  Advantage Systems, Inc.
has moved in the direction of a Value Added Reseller and service model.  In this
model,  the traditional  systems  integrator adds branded product lines to their
existing  proprietary product lines and models, and service,  related usually to
application  software,  operating  systems  software,  or  website  development.
Advantage  Systems,  Inc. continues to be a systems integrator and its' sales of
computers  consists  primarily of its' own brand,  "American  Computer" systems.
However, Advantage Systems has added Compaq and Hewlett Packard to its offerings
of  hardware.  The  company  also  sells  a  wide  variety  of  Branded  Network
connectivity products such as Intel, 3COM, CISCO, Bay Networks, SMC, Ascend, and
Asante.  Advantage Systems, Inc, also has become a Microsoft Certified Solutions
Provider.

         This   enables  the  Company  to   advertise   offerings  of  hardware,
installation,   networking  services  and  installation  of  operating  systems,
including all cabling,  switching devices, routers, and hubs, installations with
a solid basis and expertise, which the public wants. The profit margins in these
service and networking areas are substantially  higher than from hardware.  This
bundle  of  goods  and  services  can  be  and  is  often   separated  and  sold
individually,  but  usually  one  provides a doorway  through  which to sell the
others.

         In the business model  management has developed,  the primary target is
the small  and/or  startup  business.  The  reasons  for this are that there are
numerous such  businesses  that need the kind of expertise and service which the
Company offers on an  incremental  or part-time  basis.  These  businesses  need
custom designed as well as "off-the-shelf" hardware solutions such as offered by
the  Company.  These  businesses  also need  internet  access and  connectivity,
including category 5 cabling.  Lastly,  these business need website development,
consulting and design. The Company offers all of these goods and services.

         In this business model,  management has determined that duplication for
purposes  of growth is  relatively  simple  and  straightforward.  Management's'
intent is to develop the  techniques we currently use to develop sales leads for
our Silicon  Valley area to the point of  acceptable  efficiency.  We anticipate
less than a year to perfect these techniques. Once we are efficient in the sales
lead generation segment, management intends to expand the outside sales force to
new communities and open outside sales offices in these newly identified areas.
At this time, management has determined, that all that will be needed is:

(1)      The acquisition of the data relating to the demographics  which we have
         established;

(2)      Adequate 1-800 number service;

(3)      Apply the same telesales  techniques for sales lead  generation  locale
         sales office for outside sales personnel;

(4)      Outside sales personnel;

(5)      software and hardware installation technicians for installations.

         All management,  purchasing,  accounting,  support and customer service
will be directed from the corporate office in San Jose, California.

         The  Company's  marketing  strategy  is  relatively  simple.  We obtain
database information relative to the marketing demographic parameters,  which we
have  predetermined.  We use professional  telesales  individuals coupled with a
direct mailing of collateral materials to our predetermined demographics. Once a
level of  interest  is  established,  a  professional  sales  representative  is
scheduled  for  an  onsite  interview  with  the  prospective  client  where  an
assessment is made of the client's requirements. Often, in this environment, our
sales  people are able to offer  alternatives  which are more  effective  and at
times less expensive. Typically, we do not charge for this consulting service.

         There  are  incremental   costs   associated   with  hiring   telesales
professionals.  Usually,  within a short period of time after adding a telesales
professional,  one or more outside sales  professionals  have to be added.  This
results  in a  slight  increase  in  overhead  initially,  and  it  is  hoped  a
significant  increase in sales  shortly  thereafter.  We monitor  telesales  and
outside  sales to be sure we meet the goals we set from monthly  self-assessment
sales meetings.

         We are able to keep  our  investment  in  inventory  low as we  utilize
just-in-time  purchasing  and  inventory  techniques.  The  largest  costs to be
financed in this model are the Accounts Receivable/  Work-in-Progress  costs. We
keep this as low as possible by billing all hardware on  delivery.  Service work
is billed  incrementally,  beginning  with a retainer  if the job  appears to be
longer than thirty days. We also, as a policy, add technical personnel on a full
time basis only when the revenue  related to that  aspect of business  justifies
the slot.  Some of the  financing  of  operations  comes from  trade  creditors.
Advantage Systems has been in this business for over 16 years now and we do have
favorable  terms  with  most  of our  suppliers.  Another  source  of  financing
historically has been from retained profits being put back into the business. It
is estimated for every incremental  $1,000,000 in gross business,  an additional
$100,000 in working  capital is  required.  Advantage  Systems is  projecting  a
growth of  $1,500,000
in sales for the fiscal year-end September 30, 2000.  According to this model an
additional  $150,000 in working capital will be required.  Management expects to
meet the  need in part by  retaining  earnings  from  operations.  Additionally,
management  expects  to sell  common  stock to meet  these and  other  cash flow
requirements.  Management  understands  that  there may not be a market  for the
stock it expects to offer for sale.

YEARS 2000 COMPLIANCE
---------------------

         Advantage  Technologies,  Inc.  and  Advantage  Systems,  Inc.  rely on
computers  for all of the customary  uses that any  technology  related  company
would rely upon them.  In  addition  to these  concerns,  the very nature of our
business put us at the front of the problem and the  solution.  The century date
change occurred without incident.

         The Company has sold  thousands  of systems to the general  public over
the course of the last  sixteen  years.  While only a  fraction  of those  could
result in any  exposure to the Company in terms of  warranty  related  problems,
none have resulted in a reported claim to the Company.

         This comes as no  surprise  to  management  inasmuch as the problem was
primarily related to the BIOS (Basic Input/Output System) Programs found onboard
all motherboards of IBM PC Clones.  Most highend motherboard  manufacturers,  as
well as most BIOS chip  manufacturers,  made the required  corrections  early in
1998.  All of the legacy  systems  still in use older than two years could solve
the problem by going online and  downloading an update patch for their BIOS from
the  manufacturer  well prior to December 31, 1999. To date we have had only one
system returned with a potential Y2K problem and it was resolved and returned to
the  customer  within 72 hours  with only a small  charge  to the  customer.  We
anticipate  no further  material  consequences  as a result of the century  date
change.

ACQUISITION  OF  GO FATHOM CONSULTING  AGREEMENT

   On March 31, 2000 the Company entered into a consulting agreement between the
Company  and  the   following  individual  professional  persons  who  acted  as
consultants  to the Company: M. Richard Cutler,  Brian A. Lebrecht,  Vi Bui, and
Asher Starik  for  services  involving  consultation,  advice  and counsel  with
respect  to the  negotiation  and  completion  of  the  stock  exchange  between
Advantage and Go Fathom.  In   addition   to   cash  compensation, the agreement
calls  for  issuance  of  a  total  of  1,540,000   shares  of  Advantage to  be
issued  to  the  consultants  together  with  an  obligation for  the Company to
register such shares on Form  S-8.

PROPERTY

         The  Company  maintains  its  principal  administrative  and  executive
offices at 1324 S. Mary Ave.,  Sunnyvale,  CA 94087  consisting of approximately
800 square feet of office  space and 600 square feet of  assembly  and  shipping
space.  The Company  expects this  facility to be adequate for its needs for the
next six  months.  The  Company is now  looking  for a facility  more  suited to
light-industrial  assembly that will  accommodate  anticipated  expansion in the
near future.
RISK FACTORS

In  this  section we  highlight  some of  the risks associated with our business
and  operations.  Prospective  investors should carefully consider the following
risk  factors  when evaluating an investment in the common stock offered by this
Reoffer  Prospectus.

RISKS RELATED TO OUR BUSINESS

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR  BUSINESS HAS EXISTED  FOR  ONLY  A  SHORT  PERIOD  OF  TIME.
We  began our current business in 1999.  As  a  result,  we have only a limited
operating history  upon  which you may evaluate our business and prospects.  In
addition,  you   must  consider  our   prospects  in  light  of  the  risks and
uncertainties encountered  by companies in an early stage of development in new
and  rapidly evolving  markets.

     YOUR  INVESTMENT  MAY  NOT  INCREASE  IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE.  We  have incurred losses in our business operation since inception.
We expect to continue to lose money for the foreseeable future, and we cannot be
certain  when  we  will  become  profitable,  if at all.  Failure to achieve and
maintain  profitability  may  adversely  affect  the  market price of our common
stock.

     WE  ARE  PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR  SECURITIES  HIGHLY  RISKY.  Our  financial  statements include an auditor's
report  containing  a modification regarding an uncertainty about our ability to
continue  as  a  going  concern.   Our  financial  statements  also  include  an
accumulated deficit of $1,032,067 as of September 30, 1999 and other indications
of weakness in our present financial position.  We have been operating primarily
through  the  issuance  of  common  stock  for  services  by entities, including
affiliates, that we could not afford to pay in cash.  We are consequently deemed
by  state  securities regulators to presently be in unsound financial condition.
No  person  should  invest in this offering unless they can afford to lose their
entire  investment.

     OUR  BUSINESS  DEPENDS  ON  A  FEW  KEY  INDIVIDUALS  AND MAY BE NEGATIVELY
AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY PERSONNEL.  Our future success depends
in  large  part  on  the skills, experience and efforts of our key marketing and
management  personnel.  The  loss  of  the  continued  services  of any of these
individuals  could  have  a very significant negative effect on our business. In
particular,  we  rely  upon  the experience of George J. Bentley, our  President
and Chief  Executive  Officer.  We do not currently maintain a policy of key man
life insurance on any of our employees or management  team.
OUR  BUSINESS  PLAN  REQUIRES  ADDITIONAL  PERSONNEL  AND MAY BE NEGATIVELY
AFFECTED  IF  WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL.  Qualified
personnel  are  in  great  demand  throughout our industry.  Our success depends
in  large  part upon our ability to attract, train,  motivate and  retain highly
skilled sales and marketing personnel and other senior personnel. Our failure to
attract and  retain  the  highly  trained  technical personnel that are integral
to  our  direct  sales, product development, service and support teams may limit
the rate at which we can generate sales and develop new products and services or
product  and  service  enhancements.  This  could  hurt  our business, operating
results and financial  condition.

     OUR  TECHNOLOGY  BUSINESSES  OWN  PROPRIETARY  TECHNOLOGY  AND  OUR SUCCESS
DEPENDS  ON  OUR  ABILITY  TO  PROTECT  THAT  TECHNOLOGY.  The  unauthorized
reproduction  or  other  misappropriation  of  our  proprietary technology could
enable  third  parties  to benefit from our technology without paying us for it.
This could have a material adverse effect on our business, operating results and
financial  condition.  We  have  relied primarily on the use of trade secrets to
protect  our  proprietary  technology,  which  may be inadequate. We do not know
whether  we  will be able to defend our proprietary rights because the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries  are uncertain and still evolving. Moreover, the laws of some foreign
countries  are uncertain and may not protect intellectual property rights to the
same  extent as the laws of the United States. If we resort to legal proceedings
to enforce our intellectual property rights, the proceedings could be burdensome
and  expensive  and  could  involve  a  high  degree  of  risk.

     WE  WILL  INCUR  SIGNIFICANT  EXPENSES  IF  OTHER  COMPANIES  CLAIM WE HAVE
INFRINGED  ON THEIR PROPRIETARY RIGHTS.  Although we attempt to avoid infringing
known  proprietary rights of third parties, we are subject to the risk of claims
alleging  infringement of third party proprietary rights. If we were to discover
that  any  of our products violated third party proprietary rights, there can be
no assurance that we would be able to obtain licenses on commercially reasonable
terms to continue offering the product without substantial reengineering or that
any  effort  to  undertake  such  reengineering  would  be successful. We do not
conduct  comprehensive  searches to determine whether the technology used in our
products  infringes patents, trademarks, tradenames or other protections held by
third  parties.  In  addition,  product development is inherently uncertain in a
rapidly evolving technological environment in which there may be numerous patent
applications  pending, many of which are confidential when filed, with regard to
similar  technologies.  Any  claim  of  infringement  could  cause  us  to incur
substantial costs defending against the claim, even if the claim is invalid, and
could  distract  our  management  from our business. Furthermore, a party making
such  a  claim  could  secure  a  judgment  that  requires us to pay substantial
damages.  A  judgment could also include an injunction or other court order that
could  prevent  us  from  selling our products. Any of these events could have a
material  adverse  effect  on  our  business,  operating  results  and financial
condition.

     IF  WE  ARE UNABLE TO RAISE SUFFICIENT CAPITAL IN THE FUTURE, WE MAY NOT BE
ABLE TO STAY IN BUSINESS.  Currently, our capital is insufficient to conduct our
business  and  if we are unable to obtain needed financing, we will be unable to
promote  our  products  and  services,  engage in and exploit potential business
opportunities  and otherwise maintain our competitive position.  Since we intend
to  grow  our  business  rapidly,  it is certain that we will require additional
capital.  We  have  not  thoroughly  investigated  whether this capital would be
available,  who  would  provide it, and on what terms. If we are unable to raise
the  capital  required to fund our growth, on acceptable terms, our business may
be  seriously  harmed  or  even  terminated.
RISKS  RELATED  TO  THIS  OFFERING  AND  OWNERSHIP  OF  OUR  STOCK.

     OUR  BOARD  OF  DIRECTORS  CAN  ISSUE  PREFERRED  STOCK WITHOUT SHAREHOLDER
CONSENT  AND  DILUTE  OR  OTHERWISE  SIGNIFICANTLY AFFECT THE RIGHTS OF EXISTING
SHAREHOLDERS.  Our articles of incorporation provide that preferred stock may be
issued  from  time  to  time  in  one  or more series. Our board of directors is
authorized  to  determine  the  rights, preferences, privileges and restrictions
granted  to  and  imposed upon any wholly unissued series of preferred stock and
the  designation  of  any  such  shares,  without  any  vote  or  action  by our
shareholders.  The  board  of  directors may authorize and issue preferred stock
with  voting  power or other rights that could adversely affect the voting power
or  other  rights  of  the holders of common stock. In addition, the issuance of
preferred  stock  could  have  the effect of delaying, deferring or preventing a
change  in  control,  because  the terms of preferred stock that might be issued
could  potentially prohibit the consummation of any merger, reorganization, sale
of substantially all of its assets, liquidation or other extraordinary corporate
transaction without the approval of the holders of the outstanding shares of the
preferred  stock.

     YOU MAY NOT BE ABLE TO SELL YOUR STOCK, OR MAY BE FORCED TO SELL AT REDUCED
PRICES,  BECAUSE THE MARKET FOR OUR COMMON STOCK IS VERY VOLATILE.  Our stock is
presently  trading  on  the  OTC  bulletin  board maintained by Nasdaq under the
symbol  ADVV.  Nevertheless,  there  has  been  limited volume in trading in the
public  market  for  the common stock, and there can be no assurance that a more
active  trading  market  will  develop or be sustained.  The market price of the
shares  of common stock is likely to be highly volatile and may be significantly
affected by factors such as fluctuations in our operating results, announcements
of  technological  innovations  or  new  products  and/or  services by us or our
competitors,  governmental  regulatory  action,  developments  with  respect  to
patents  or  proprietary  rights  and  general  market  conditions.
YOU  MAY  NOT BE ABLE TO SELL YOUR SHARES BECAUSE OF THE PENNY-STOCK RULES.
The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price of less than $5.00 per share, subject to a few exceptions.
Such  exceptions  include  any  equity  security listed on Nasdaq and any equity
security  issued  by  an  issuer  that  has

-     net  tangible  assets  of  at least $2,000,000, if such issuer has been in
      continuous  operation  for  three  years,

-     net  tangible  assets  of  at least $5,000,000, if such issuer has been in
      continuous  operation  for  less  than  three  years,  or

-     average  annual revenue of at least $6,000,000, if such issuer has been in
      continuous  operation  for  less  than  three  years.

Unless an exception is available, the regulations require the delivery, prior to
any transaction involving a penny stock, of a disclosure schedule explaining the
penny  stock  market  and  the  risks  associated  therewith.

     FORWARD  LOOKING  STATEMENTS.  Except  for  historical  information,  the
discussion  in  this  registration  statement  contains  some  forward-looking
statements  that  involve risks and uncertainties. These statements may refer to
our  future plans, objectives, expectations and intentions. These statements may
be  identified  by  the  use  of  the words such as expect, anticipate, believe,
intend, plan and similar expressions. Our actual results could differ materially
from  those  anticipated  in  such  forward-looking  statements.

                               USE  OF  PROCEEDS

ADVV  will  not  receive  any  of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.
SELLING SHAREHOLDERS

The  Shares  of  the  Company to which this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares  pursuant  to  a  compensatory benefit plan with ADVV for consulting
services  they  provided  to  ADVV.  The  Selling Shareholders may resell all, a
portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholders, based upon
information  available  to  the  Company  as  of  March 31,  2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
NUMBER OF      NUMBER OF                    % OF SHARES
                   SHARES         SHARES         NUMBER OF     OWNED BY
SELLING            OWNED          REGISTERED BY  SHARES OWNED  SHAREHOLDER
SHAREHOLDERS       BEFORE SALE    PROSPECTUS     AFTER SALE    AFTER SALE
-----------------  -------------  -------------  ------------  ------------

M. Richard Cutler  1,126,125 (1)        500,500       625,625          2.3%
-----------------  -------------  -------------  ------------  ------------

Brian A. Lebrecht       346,500         154,000       192,500  less than 1%
-----------------  -------------  -------------  ------------  ------------

Vi Bui                  259,875         115,500       144,375  less than 1%
-----------------  -------------  -------------  ------------  ------------

Asher Starik            962,500         770,000       192,500  less than 1%
-----------------  -------------  -------------  ------------  ------------
(1)     Of such shares, 625,625 are held by MRC Legal Services, LLC.  M. Richard
Cutler  is  the  beneficial  owner  of  MRC  Legal  Services,  LLC.

                              PLAN OF DISTRIBUTION

The  Selling  Shareholders may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-Counter
Bulletin  Board  maintained  by  the  NASD,  or  other exchange, in a negotiated
transaction  or  in  a  combination  of  such  methods of sale, at market prices
prevailing  at  the  time  of  sale, at prices related to such prevailing market
prices  or  at prices otherwise negotiated.  The Selling Shareholders may effect
such  transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).
The  Selling  Shareholders  and  any  broker-dealers  that  participate  in  the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

In  addition  to any Shares sold hereunder, the Selling Shareholders may, at the
same  time,  sell any shares of common stock, including the Shares, owned by him
or  her  in  compliance  with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

There is no assurance that the Selling Shareholders will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering other than
the  legal fees incurred in connection with the preparation of this registration
statement  and  will  not  receive  any proceeds from sales of any Shares by the
Selling  Shareholders.

                                  LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for the
Company  by  Robert Laskowski, Esq.

                                     EXPERTS

The  balance  sheets  as  of  September 30,  1999 and 1998 and the statements of
operations,  shareholders' equity  and cash flows for each of the three years in
the period ended September 30, 1999 have  been incorporated by reference in this
Registration Statement in reliance on the report of Timothy L. Steers, Certified
Public Accountant, LLC, given  on the authority  of  that  firm  as  experts  in
accounting and  auditing.
PART  II

             INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     Registrant's  Form 8-K for an event on March 31, 2000, filed on April 3,
2000.

(ii)     Registrant's  Form 10-SB, as amended (in the name of Go Fathom Group,
Inc., the Company's  predecssor), originally filed  on  November 17,  1999.

(iii)     All  other  reports and documents subsequently filed by the Registrant
pursuant  after  the  date  of  this Registration Statement pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the  filing  of  a  post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference and to be a part hereof
from  the  date  of  the  filing  of  such  documents.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     The  Corporation  Laws  of  the  State  of  Nevada and the Company's Bylaws
provide  for  indemnification  of  the  Company's  Directors for liabilities and
expenses  that  they  may  incur  in such capacities.  In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably  believed  to  be  in,  or  not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee  had  no reasonable cause to believe were unlawful.  Furthermore, the
personal  liability  of  the  Directors  is limited as provided in the Company's
Articles  of  Incorporation.

                                       23
ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

     The  Shares  were  issued  for advisory and legal services rendered.  These
sales  were made in reliance of the exemption from the registration requirements
of  the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving any
"offer"  or  "sale".

ITEM  8.     EXHIBITS

*2.1              Articles  of Merger and Plan of Merger  dated  April 21,  1998
                  between Vortices, Inc. and Simulator Systems.

*2.2              Share  Exchange  Agreement  and Plan of  Reorganization  dated
                  September 24, 1999 , and  amendment  thereto,  between  Casino
                  Pirata.com Ltd, Advantage  Systems,  Inc. and the shareholders
                  of Advantage Systems, Inc.

*3.1              Articles of Incorporation of Advantage Technologies,  Inc. and
                  Amendments thereto.

*3.2              Articles of Incorporation of Advantage Systems, Inc.

*3.3              Articles of Incorporation of CasinoPirata.com Ltd.

*3.4              Bylaws of Advantage Technologies, Inc.

*3.5              Bylaws of Advantage Systems, Inc.

*3.6              Bylaws of Casino Pirata.com Ltd.
 5                Opinion  of  Robert Laskowski, Esq.
 10.1             Consulting  Agreement  dated  March  31,  2000.
 23.1             Auditor's Consent
________________________
*  Incorporated  by  reference  to  ADVV's  Form  8-K,  filed  on April 3, 2000.

ITEM  9.     UNDERTAKINGS.

     (a)     The  undersigned  Registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement to 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)     That,  for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.
(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,  the
Registrant  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 Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the City of Sunnyvale, State of California, on April 5, 2000.

ADVANTAGE TECHNOLOGIES, INC.

/s/ George J. Bentley

By:     George J. Bentley
Its:    President and  Chief Executive Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated.

  /s/ George J. Bentley
-------------------------------------------------------
George J. Benley, President, Chief Executive Officer and Director

  /s/  Kenney F. Noel
-------------------------------------------------------
Kenney F. Noel, Secretary and Director

  /s/  Yoshi Iwagami
-------------------------------------------------------
Yoshi Iwagami, Director

  /s/  Corinna A. Stolp
-------------------------------------------------------
Corinna A. Stolp, Director

  /s/  Matthew L. Dodson
-------------------------------------------------------
Matthew L. Dodson, Director