-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SSU2oEJ2/Um5hjqOmFTQvpQ04FX0TBXhheb3+bmNwuv9d3c0pPaRWLAqGJTzXWGa yox6XszCgBuBupbRCRjrwQ== 0000807732-00-000012.txt : 20000413 0000807732-00-000012.hdr.sgml : 20000413 ACCESSION NUMBER: 0000807732-00-000012 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MEDICAL PRODUCTS INC CENTRAL INDEX KEY: 0000807732 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 161284228 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-16341 FILM NUMBER: 599290 BUSINESS ADDRESS: STREET 1: 6 WOODCROSS DR CITY: COLUMBIA STATE: SC ZIP: 29212 BUSINESS PHONE: 8034073044 MAIL ADDRESS: STREET 1: 6 WOODCROSS DR CITY: COLUMBIA STATE: SC ZIP: 29212 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (mark one) __X___Quarterly report under Section 13 or 15 of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2000 ______Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from ______ to ______ Commission file number 0-16341 ADVA International Inc. (Exact name of small business issuer as specified in its charter) 6 Woodcross Drive, Columbia, South Carolina 29212 (Address of principal executive offices) (Zip code) (803) 407-3044 (Issuer's telephone number, including area code) ADVANCED MEDICAL PRODUCTS, INC. (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES __X____ NO ______ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 716,250 at March 31, 2000. PART 1 - FINANCIAL INFORMATION Item 1 - Financial Statements ADVA International Inc. Balance Sheet March 31, 2000 June 30, 1999 (unaudited) ASSETS CURRENT ASSETS: Cash $ 47 $ 64,073 Total Current Assets 47 64,073 Total Assets 47 64,073 LIABILITIES AND STOCKHOLDERS' EQUITY: Current Liabilities: -0- -0- Total Current Liabilities -0- -0- Liabilities Subject to Compromise 22,922 86,948 Total Liabilities 22,922 86,948 Stockholders' Equity: Common Stock: $.001 par value, authorized 20,000,000 shares, 716,250 shares issued and outstanding at March 31, 2000 following a 1 for 10 reverse stock split; $0.10 par value, authorized 700,000 shares , 596,250 shares issued and outstanding at June 30, 1999 (adjusted for a 1 for 10 reverse stock split on March 13, 2000, Note 4). 716 59,625 Additional Paid-In Capital 4,950,377 4,813,468 Accumulated Deficit (4,973,968) (4,895,968) Total Stockholders' Equity (Deficit) (22,875) (22,875) Total Liabilities and Stockholders Equity $ 47 $ 64,023 The accompanying notes are an integral part of these financial statements. ADVA International Inc. Statement of Operations and Accumulated Deficit Three Months Ended March 31, 1999 March 31, 1999 (unaudited) (unaudited) Net Sales $ -0- $ 575,779 Cost of Sales -0- 312,478 Gross Profit -0- 263,292 Selling, General and Administrative Expenses (Note 5) 78,000 250,443 Research and Development -0- 26,707 Interest Expenses -0- 20,404 Income Before Income Taxes ( 78,000) ( 34,262) Provision For Income Taxes -0- -0- Net Income ( 78,000) ( 34,262) Accumulated Deficit - Beginning of Period (4,895,968) (5,666,985) Accumulated Deficit - End of Period (4,973,968) $(5,701,247) Net Income (Loss) Applicable to Common Shares $ ( 78,000) $ ( 34,262) Earnings Per Share Data: Net Income (Loss) $ ( 0.13) $ ( 0.06) Weighted Average Number of Common Shares Outstanding (adjusted for 1 for 10 reversestock split effective March 13, 2000) (Note 4) 606,799 596,250 The accompanying notes are an integral part of these financial statements. ADVA International Inc. Statement of Operations and Accumulated Deficit Nine Months Ended March 31, 2000 March 31, 1999 (unaudited) (unaudited) Net Sales $ -0- $ 1,945,509 Cost of Sales -0- 1,095,028 Gross Profit -0- 850,481 Selling, General and Administrative (Note 5) 78,000 978,437 Research and Development -0- 110,888 Allowance for Doubtful Accounts -0- 173,136 Interest Expenses -0- 71,017 Income Before Income Taxes ( 78,000) (482,997) Provision For Income Taxes -0- -0- Net Income ( 78,000) (482,997) Accumulated Deficit - Beginning of Period $(4,895,968) $ (5,218,251) Accumulated Deficit - End of Period $(4,973,968) $ (5,701,247) Net Income (Loss) Applicable to Common Shares $ ( 78,000) $ (482,997) Earnings Per Share Data: Net Income (Loss) $ (0.13) $ (0.81) Weighted Average Number of Common Shares Outstanding (adjusted for 1 for 10 reverse stock split effective March 13, 2000) (Note 5) 599,741 596,250 The accompanying notes are an integral part of these financial statements. ADVA International Inc. Statement of Cash Flows Nine Months Ended March 31, 2000 March 31, 1999 (unaudited) (unaudited) Cash flows from operating activities: Net income (loss) $ ( 78,000) $ ( 482,997) Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization -0- 113,396 Allowance for doubtful accounts -0- 173,186 Change in assets and liabilities: Accounts receivable -0- (268,170) Inventory -0- 70 Other assets -0- 20,882 Accounts payable (64,026) 253,149 Other current liabilities -0- 79,913 Total adjustments (64,026) 372,426 Net cash provided (used) by operating activities (325,626) (110,571) Cash flows used by investing activities: Capital expenditures -0- -0- Proceeds from sale of equipment -0- -0- Capitalization of software costs -0- ( 9,044) Net cash used by investing activities -0- ( 9,044) Cash flows provided (used) by financing activities: Net proceeds from sale of common stock (Note 5) 78,000 -0- Net proceeds (payments) on short-term debt -0- ( 91,483) Net proceeds (payments) on long-term debt -0- ( 25,133) Net cash provided (used) by financing activities 78,000 66,350 Net increase (decrease) in cash ( 64,026) ( 53,265) Cash, beginning of period 64,073 82,087 Cash, end of period $ 47 $ 28,822 Supplemental disclosures of cash flow information: Cash paid during the period for interest: $ -0- $ 51,437 Supplemental schedule of non-cash investing and financing activities: Sale of inventory $ 125,132 Elimination of accrued dividends $ (162,981) Additional paid in capital (Note 5) $ 2,327,259 Reduction of Preferred Stock $(2,289,710) The accompanying notes are an integral part of these financial statements. ADVA International Inc. Notes to Financial Statements 1. Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principals for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. 2. Per Share Earnings Earnings per common share were computed by dividing net income by the weighted average number of common shares outstanding during the period. Earnings per share are adjusted for the effects of a 1 share for 10 shares reverse stock split effective March 13, 2000. 3. Bankruptcy and Related Party Transactions On March 23, 1999, Advanced Medical Products, Inc. filed a motion with the Federal Bankruptcy Court, District of South Carolina, for an order authorizing the sale of all assets, including equipment, inventory, and accounts receivable, outside the ordinary course of business, free and clear of all liens and encumbrances, pursuant to 11 U.S.C. Section 363 of the bankruptcy code. Biotel Inc. (Biotel), the Company's majority shareholder, purchased the assets and assumed all of the secured debt, employee and commission liabilities, and all customer warranty and service liabilities of Advanced Medical Products, Inc. In addition, Biotel made a payment of $68,000 for certain priority claims and administrative expenses, and for distribution to outside unsecured creditors. Biotel and its subsidiaries agreed not to participate in distribution of payments toward unsecured claims, although their claims exceeded unsecured claims by all non-affiliated creditors combined. The assets and liabilities of Advanced Medical purchased by Biotel were consolidated with the operating assets and liabilities of Biosensor Corporation (whose name was changed to Biotel Inc.), and the assets and liabilities of Diagnostic Monitoring, purchased by Biotel from Cardiac Science Inc. on December 31, 1998, into Advanced Biosensor, Inc., a new wholly owned subsidiary of Biotel, which agreed to assume Advanced Medical's lease obligations and to continue to operate the business at the present Columbia, SC location. The Chapter 11 bankruptcy estate of Advanced Medical Products, Inc. has been fully administered. The Company filed the Final Report in Chapter 11 Proceeding with the Court on October 5, 1999, and the Final Decree closing the bankruptcy case was issued by the Court on November 9, 1999. 4. Changes to Corporate Structure and Related Party Transactions The Board of Directors of the Company approved and recommended certain changes in the Company's Certificate of Incorporation to better position Advanced Medical Products, a NASD Bulletin Board traded company, to seek a share exchange or reverse merger with a privately held company in an attempt to recover some value for the Company's stockholders. An Information Statement was filed on December 27, 1999 with the Securities and Exchange Commission in connection with corporate actions authorized by written consent, without a meeting, by holders of a majority of the outstanding Common Stock of the Company entitled to vote thereon, which included: 1.) a Name Change to ADVA International Inc., 2.) a one share for ten shares Reverse Stock Split and Change in Par Value to $.001, 3.) Authorization of 20,000,000 Shares of Common Stock, and 4.) Authorization of 6,000 Shares of a New Class B Preferred Stock. The Information Statement was mailed to shareholders on or about January 7, 2000, and all of these approved changes became effective March 13, 2000 upon filing the Certificate of Amendment to the Certificate of Incorporation with the Secretary of the State of Delaware. On January 21, 2000, the Board of Directors of the Company, believing that it is in the best interest of the stockholders to pursue opportunities to merge a private company into the Company, authorized by unanimous consent the appointment of a committee made up of two members of the Company's Board, one of whom is also an officer and director of Biotel, the chief financial officer of Biotel, and an outside member who is also an outside director of Biotel, (the "Committee") for the purpose of seeking potential reverse merger candidates, reviewing information, negotiating terms of a stock sale and merger or a share exchange, and presenting recommendations to the Company's Board for approval. Whereas the Company has no financial resources to pay employees, directors, advisors or consultants for services, the Board approved the "2000 Consulting Plan", authorizing the issuance of common stock of the Company to members of the Committee, and to one or more outside consultants to assist the committee with the process, as compensation in lieu of cash for these services. There can be no assurances that the Company, following bankruptcy, can remain viable to do a reverse merger, or that a suitable reverse merger partner can be timely located that will agree to merge with the Company after having been through bankruptcy, or that a suitable share exchange or reverse merger transaction can be successfully negotiated or completed. The Company has no employees. All of the current officers and members of the Board of Directors of the Company have agreed to resign if their resignation is requested in order to accommodate a suitable share exchange or merger transaction. 5. Capital Stock Transactions On March 13, 2000, following the effectivity of the reverse stock split, the Company filed a Registration Statement on Form S-8 with the Securities and Exchange Commission registering up to 120,000 shares of common stock to be used for the purpose of "stock in lieu of cash compensation" to consultants under the "2000 Consulting Plan". On March 24, 2000, one hundred twenty thousand (120,000) shares of the Company's common stock were issued, 60,000 shares to the four members of the Committee and 60,000 shares to an outside consulting firm, for services performed under the 2000 Consulting Plan. These shares were valued at $0.65 a share for financial reporting purposes. ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS Forward Looking Statements This and other sections of this report contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which represent the Company's expectations concerning future events, including the effects on the market price of the Common Stock of the Reverse Stock Split, or that such market price will, over any comparative period of time, approximate ten times the market price before the Reverse Stock Split, or that a suitable reverse merger partner can be timely located, or that a suitable reverse merger or share exchange transaction can be successfully negotiated or completed. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties relating to the Company's and other parties' future performance that may cause actual results to differ materially from those expressed or implied in such forward-looking statements. The Company does not undertake and assumes no obligation to update any forward-looking statement that may be made herein or from time to time by or on behalf of the Company. The following discussion should be read in conjunction with the accompanying Financial Statements, including the notes thereto, appearing elsewhere herein. Results of Operations The Company ceased operations in May of 1999 and had no operations and no sales for the three months or nine months ended March 31, 2000. There were no selling, general and administrative expenses, except for those consulting expenses paid with stock in lieu of cash for consultant services (under the "2000 Consulting Plan") in connection with seeking a suitable share exchange or reverse merger partner for the Company. There were no research and development costs incurred, and the losses for both the three months and nine months periods equal the consulting expenses. Net loss per common share for the quarter ended March 31, 2000 was $0.13. The Company's gross profit margin for the three months ended March 31, 1999 was 46 % of net sales. Selling, general and administrative expenses for the three months ended March 31, 1999 were 43% of net sales, and R & D expenses were 5%. Net loss per common share for the quarter ended March 31, 1999 was $0.06. During the nine months ended March 31, 2000, cash decreased by $64,026 and liabilities decreased by $64,026 as the debtor in possession continued to pay priority claims. Liquidity and Capital Resources The Company ceased operations on May 11, 1999. The cash available on March 31, 2000 of $47 was insufficient to meet remaining unresolved priority claims totaling approximately $22,922. No capital resources are presently available to the Company, and the Company was not liquid at March 31, 2000. The Board of Directors is investigating the possibility of, and pursuing opportunities for, merging a privately held company into the Company. PART II - OTHER INFORMATION ITEM 4: Submission of Matters to a Vote of Security Holders. An Information Statement was filed on December 27, 1999 with the Securities and Exchange Commission in connection with corporate actions authorized by written consent, without a meeting, by holders of a majority of the outstanding Common Stock of the Company entitled to vote thereon, which included: 1.) a Name Change to ADVA International Inc., 2.) a one share for ten shares Reverse Split and Change in Par Value to $.001, 3.) Authorization of 20,000,000 Shares of Common Stock, and 4.) Authorization of 6,000 Shares of a New Class B Preferred Stock. The Information Statement was mailed to shareholders on or about January 7, 2000, and all of these approved changes became effective March 13, 2000 upon filing the Certificate of Amendment to the Certificate of Incorporation with the Secretary of the State of Delaware. ITEM 6: Exhibits and Reports on Form 8-K (a) Exhibits - None (b) Reports on Form 8-K - A report was filed on Form 8-K on March 17, 2000 regarding the Certificate of Amendment of the Certificate of Incorporation filed with the State of Delaware changing the name of the corporation to ADVA International Inc., effecting a 1 share for 10 shares reverse stock split, increasing the authorized common stock to 20,000,000 shares at a par value of $.001 per share, and authorizing 6,000 shares of Class B Preferred Stock. The common stock trading symbol on the NASD Bulletin Board was changed effective March 13, 2000 to "ADII". SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. ADVA International Inc. (Registrant) By: GEORGE L. DOWN George L. Down, President Dated: April 12, 2000 EX-27 2
5 9-MOS JUN-30-2000 MAR-31-2000 47 0 0 0 0 47 0 0 47 0 0 0 0 716 0 47 0 0 00 0 0 0 0 (78000) 0 (78000) 0 0 0 (78000) (.13) (.13)
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