10QSB/A 1 aptsept10qa.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD FROM ____________ TO ____________ COMMISSION FILE NUMBER 000-31171 ADVANCED PRECISION TECHNOLOGY, INC. --------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 87-0455378 --------------------------------------- ---------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 2271-D South Vasco Road, Livermore, CA 94550 -------------------------------------------------------------------------- (Address of principal executive offices) (925) 447-6900 ----------------------------------- (Issuer's telephone number) 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: As of November 13, 2000, the issuer had outstanding 54,351,977 shares of Common Stock, par value $0.001 per share. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] PART I FINANCIAL INFORMATION Item 1. Financial Statements The unaudited financial statements of Advanced Precision Technology, Inc., a Nevada corporation (the "Company"), as of September 30, 2000, were prepared by Management and commence on the following page. In the opinion of Management, the financial statements fairly present the financial condition of the Company. ADVANCED PRECISION TECHNOLOGY, INC. INDEX TO FINANCIAL STATEMENTS Balance Sheet September 30, 2000 F-2 Statement of Operations - Nine Months Ended September 30, 2000 and 1999 and Cumulative During Development Stage F-3 Statement of Cash Flows - Nine Months Ended September 30, 2000 and 1999 and Cumulative During Development Stage F-4 Note to Financial Statements F-5 ADVANCED PRECISION TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) UNAUDITED BALANCE SHEET SEPTEMBER 30, 2000 ASSETS ------ CURRENT ASSETS: Cash $ 1,681,101 Inventory (lower of cost or market) 28,627 Prepaid expenses 6,125 ------------- Total Current Assets 1,715,853 ------------- FIXED ASSETS, AT COST: Equipment 240,668 Furniture and fixtures 70,134 Leasehold improvements 36,635 ------------- 347,437 Accumulated depreciation and amortization 125,367 ------------- 222,070 ------------- OTHER ASSETS: Patents, at cost - net of accumulated amortization of $284,836 1,074,177 Deposits 3,685 ------------- 1,077,862 ------------- $ 3,015,785 ============= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 63,645 Notes payable 10,000 Loans payable - stockholder 10,762 ------------- Total Current Liabilities 84,407 ------------- STOCKHOLDERS' EQUITY: Preferred stock, $100 par value; authorized 25,000,000 shares; 1,250 shares issued and outstanding 125,000 Common stock, $.001 par value; authorized 100,000,000 shares, 54,351,977 issued and outstanding: 54,351 Additional paid-in capital 6,331,159 Deficit accumulated during development stage (3,579,132) ------------- 2,931,378 ------------- $ 3,015,785 ============= F-2 ADVANCED PRECISION TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) UNAUDITED STATEMENT OF OPERATIONS Cumulative During 9 Months Ended September 30, Development 2000 1999 Stage ------------- ------------- ------------- REVENUES $ 82,478 ------------- EXPENSES: Cost of goods sold 28,049 Cost of reverse acquisition 17,995 Research and development $ 193,700 $ 8,420 1,350,999 Marketing 98,375 41,586 572,219 Administrative 366,944 172,490 1,294,218 Depreciation and amortization 67,855 76,886 398,130 ------------- ------------- ------------- Total Expenses 726,874 299,382 3,661,610 ------------- ------------- ------------- NET LOSS $ (726,874) $ (299,382) $ (3,579,132) ============= ============= ============= LESS: Cumulative preferred stock dividend 15,000 15,000 NET LOSS TO COMMON SHAREHOLDERS $ (741,874) $ (314,382) ============= ============= BASIC AND DILUTED LOSS PER SHARE $ (.01) $ (.01) ============= ============= WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 53,910,660 35,974,000 ============= ============= F-3
ADVANCED PRECISION TECHNOLOGY, INC. (A DEVELOPMENT STAGE COMPANY) UNAUDITED STATEMENT OF CASH FLOWS Cumulative During 9 Months Ended September 30, Development 2000 1999 Stage ------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (726,874) $ (299,382) $ (3,579,132) Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization 67,855 76,886 398,130 Common stock issued for services 137,300 363,553 Cost of revenue acquisition 17,955 Changes in assets and liabilities: Inventory (16,289) (4,000) (28,627) Prepaid expenses (3,525) (6,125) Other assets (3,685) (9,282) Accounts payable (105,030) (77,253) 63,645 Accrued expenses (11,932) 7,406 ------------- ------------- ------------- Net cash used in operating activities (662,180) (296,343) (2,779,843) ------------- ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Certificate of Deposit Property and equipment (184,432) (208) (305,047) Patents (11,331) (37,000) (178,953) ------------- ------------- ------------- Net cash used in investing activities (195,763) (37,208) (484,000) ------------- ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of stock 2,371,666 205,002 3,259,502 Net proceeds from notes payable 185,000 76,000 1,498,500 Advances (payment) from/to stockholders (87,993) 67,705 10,762 Contribution of capital 176,180 ------------- ------------- ------------- Net cash provided by financing activities 2,468,673 348,707 4,944,944 ------------- ------------- ------------- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,610,730 15,156 1,681,101 CASH AND EQUIVALENTS, BEGINNING OF PERIOD 70,371 3,254 ------------- ------------- ------------- CASH AND EQUIVALENTS, END OF PERIOD $ 1,681,101 $ 18,410 $ 1,681,101 ============= ============= ============= SUPPLEMENTAL CASH FLOW DISCLOSURE: Non cash investing and financial activities: Issuance of common stock for patents 107,500 107,500 ============= ============= ============= Conversion of notes payable to common stock $ 379,000 $ 379,000 ============= ============= ============= F-4
ADVANCED PRECISION TECHNOLOGY, INC. (A DEVELOPMENT COMPANY) NOTE TO FINANCIAL STATEMENTS Note 1.In the opinion of the management of Advanced Precision Technology, Inc., the unaudited financial statements of Advanced Precision Technology, Inc., for the interim periods shown include all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the financial position at September 30, 2000, and the results of operations and cash flows for the periods then ended. The results of operations for the interim periods shown may not be indicative of the results that may be expected for the fiscal year. Note 2.During the nine months ended September 30, 2000, the Company issued 12,568,930 shares of its common stock for $2,371,666 of cash, to pay off loans of $379,000 and loan fees of $50,400, the cost of patents of $109,500 and consulting services of $54,900. F-5 Item 2. Management's Discussion and Analysis or Plan of Operation. Plan of Operation. Over the next 12 months, the Company plans to enter the identity verification market through manufacturing and directly distributing the Company's high quality fingerprint capture product to established vendors selling fingerprint capture to major government agencies and other large-scale identification programs. In support of this strategic plan, the Company has developed ongoing relationships by demonstrating in person and providing product to test, with leading industry experts, integrators, end users and consultants. Over the past 24 months, the Company has expended approximately $500,000 on research and development. The Company has established new corporate offices and is in the process of establishing production capabilities in a 9,686 square foot facility it has leased in Livermore, California. The Company believes that its location, access to trained scientific and manufacturing personnel, and proximity to affordable housing will assist in achieving the Company's business plan. The Company has and will continue to invest significant capital expenditures in equipment, internal systems, and personnel to meet these anticipated demands. The Company is setting up clean room facilities with extensive optical equipment including lasers, optical tables, and film processing workstations for the manufacture of the HOE's. The Company is installing computer networks, desks, phone systems, and workstations for the internal operations. The Company is setting up manufacturing cells with fixtures, tools and related equipment and ordering parts for an initial 2000 unit build. The Company has hired a Chief Financial Officer (who is not currently an officer of the Company), Office Manager, Production Manager, Holographers, Quality Control Specialists and Assemblers to build the team to assist in achieving the Company's business plan. Major Markets of Interest The Company is currently seeking or intends to seek sales contracts to the following general categories of potential customers and applications: (1) Law Enforcement Agencies, including the FBI, state, county and municipal jurisdictions; (2) Civil Markets, including United States Immigration, passport, military, state driver licenses, welfare fraud deterrence and benefit entitlement; (3) Commercial Markets, including access control of physical sites, access control of computers and databases, and security in support of card based financial systems; and (4) International Markets, including countries with national ID programs, border control, voter registration, social benefits, and national health. Market Entry Strategy Over the next 12 months, the Company's plan includes establishing strategic partnerships with established vendors including Value Added Resellers/Distributors (VARs), Original Equipment Manufacturers (OEMs), and System Integrators (SIs). Relationships with VARs would include nonexclusive arrangements for target markets of interest wherein selected channel partners have established relationships with large potential segments or higher margin "niche" markets. Relationships with OEMs would involve ATMs, point of sale, time clocks, transit turnstiles, access control, and healthcare information system vendors. SIs would include large scale system providers such as IBM, EDS, NEC, Unisys and similar companies. The Company developed its APrinT HoloPass fingerprint capture devices, which utilize high image quality by design and multi-channel distribution system based upon the marketing experience and insights gained from over five years of industry participation and internal market research. The Company's products have been engineered to provide high quality, consistent images, and to achieve compliance with the strictest government and industry standards at relatively low cost. Government standards include "FBI IQS EFTS" and "ANSI/NIST", each of which is described below. American National Standards Institute/National Institute of Standards and Technology (ANSI/NIST) and Federal Bureau of Investigation Image Quality Standards for the Electronic Fingerprint Transmission Standards, are standards set forth by the respective agencies and include Geometric accuracy, resolution, modulation transfer functions and grayscale as some of their requirements. Some government bids require them, and the Company plans to meet those standards. Currently there is no government agency providing certification for single-digit devices claiming to meet those standards. By licensing and/or marketing under non-exclusive strategic agreements with major corporations that are serving diverse target market segments, the Company expects to reduce the higher business risks associated with over-dependence on a single industry, or a single large customer, or a specific geographic region. In addition, the Company plans to work with established security vendors in the access control/physical security application markets in an effort to better access major corporations, colleges, airports, hospitals, laboratories, government facilities, and computer networks. These strategic relationships will not only provide the Company with distribution outlets and generate demand for the Company's product, but will also allow the Company to integrate software, hardware, and services provided by the Company into its offerings to others, possibly creating additional opportunities for revenues and profits. The Company is continuing to ship no charge units (which cost the Company approximately $500) to major fingerprint software algorithm vendors, integrators, and vendors with existing government contracts. The Company is doing extensive travel to meet with major federal agencies, participate in major trade events and standards committees, and discuss potential distribution arrangements for the soon to be built units. The Company is seeking purchase orders for delivery starting in the first quarter of 2001. The Company believes this strategy will complement the Company's product marketing efforts with end users and system integrators for large scale fingerprint capture/verification applications such as law enforcement, military ID, driver licenses, passports, voter registration programs, computer security/commerce and proposed electronic benefits transfer programs by state and federal agencies. The Company has integrated its proprietary fingerprint capture devices with complementary software for enrollment and verification. Separately, it also developed proprietary technology for transfer of captured fingerprints into "smart" cards, for subsequent verification of the user's fingerprint at the time the "smart" card is used. By meeting high government standards and by initially focusing on market segments that are currently purchasing fingerprint identity verification products, the Company expects to conclusively establish its technology as one of the standards for the industry. The Company's primary focus is existing government, industrial, and commercial market segments requiring rapid, high-quality fingerprint enrollment and identity verification in one-to-one and one-to-many applications. One-to-one applications include security access systems that use an individual's unique fingerprint pattern to enter restricted access locations, to access a specific computer or data, or "smart cards". One-to-many applications include fingerprint identity verification database comparisons for corporate employees, military personnel, suspected criminals, prospective handgun purchasers, recipients of government welfare or entitlement benefits, state licensed drivers, and foreign countries' fingerprint identification programs. The Company's marketing strategy consists of market penetration through price performance leadership. The Company anticipates that it will be selling direct or through current market suppliers, system integrators, value-added resellers, and international agents. The Company intends to support its marketing strategy with quality collateral material, targeted advertising, and publicity campaigns. The Company is establishing its corporate office and production facility to meet the anticipated demands of these marketing efforts. The Company is investing over $250,000 in capital equipment and facilities to enable this effort. The Company intends to significantly increase the number of its employees by adding quality personnel in the areas of operations, assembly, testing, engineering, and administration. The Company plans to do additional research and development into improving and reducing the cost of all key components in the HoloPass device. Additional projects are planned to add digital output, internal logic, and wireless operations to the HoloPass product. The Company anticipates that its current funding will last for 12 months, and hopes to be operating profitably by the end of such 12 month period. The Company has placed funds into relative term certificates of deposit and secured lines of credit. PART II OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Change in Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Securities Holders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. On or about January 5, 2001, The Company filed a report on Form 8-K to report that effective December 19, 2000, the Company engaged Feldman Sherb & Co., P.C. The Company's previous auditor, Arthur Korn, CPA (Korn) resigned at an earlier date when he agreed to become CFO for the Company. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 8, 2001 ADVANCED PRECISION TECHNOLOGY, INC. /S/ BRUCE A. PASTORIUS By:__________________________________ BRUCE A. PASTORIUS Chairman, Chief Executive Officer and President /S/ JAMES D. HOMER By:__________________________________ JAMES D. HOMER Secretary and Director