ADVANCED SYSTEMS INTERNATIONAL INC
10QSB, 2000-11-20
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                       For the Quarter Ended September 30, 2000

                                       or


         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                        For the transition period from to


                             Commission file number
                                   -----------

                           ---------------------------


                      ADVANCED SYSTEMS INTERNATIONAL, INC.
        (Exact name of small business Issuer as specified in its charter)


                    NEVADA                             13-3953047
          (State of other jurisdiction              (I.R.S. Employer
       of incorporation or organization)           Identification No.)


              25300 Telegraph Rd., Suite 455, Southfield, MI 48034
                    (Address of principal executive offices)

                                 (248) 263-0000
                           (Issuer's telephone number)

                          -----------------------------


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 .

Shares of the Registrant's Common Stock, par value $.001 per share, outstanding
as of September 30, 2000: 14,686,541


<PAGE>   2

                      ADVANCED SYSTEMS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>


                                                                                                   September 30,        December 31,
                                                                                                       2000                1999
                                                                                                    (Unaudited)
                                                                                                   ---------------------------------
<S>                                                                                                <C>                 <C>
ASSETS
CURRENT ASSETS
Cash
     Unrestricted                                                                                     $ 707,526           $ 297,300
     Restricted                                                                                               -             148,247
                                                                                                   ---------------------------------
                                                                                                        707,526             445,547

Accounts Receivable
     Trade
          Billed (Net of Allowance of $25,426 at September 30, 2000 and December 31, 1999)            1,573,708             308,094
          Unbilled                                                                                    1,697,903           1,000,686
     Other                                                                                                3,613              23,532
                                                                                                   ---------------------------------
                                                                                                      3,275,224           1,332,312

Inventory                                                                                                40,579              39,229
Prepaid Expenses                                                                                        107,342             114,369

                                                                                                   ---------------------------------
     TOTAL CURRENT ASSETS                                                                             4,130,671           1,931,457

PROPERTY & EQUIPMENT - AT COST
Computer Equipment                                                                                      284,615             254,451
Office Equipment                                                                                         76,689              80,245
Leasehold Improvements                                                                                   69,348              69,348
                                                                                                   ---------------------------------
                                                                                                        430,652             404,044

     Less Accumulated Depreciation and Amortization                                                     246,786             178,726
                                                                                                   ---------------------------------

     TOTAL PROPERTY & EQUIPMENT                                                                         183,866             225,318

OTHER ASSETS
Deposits                                                                                                 28,069              32,836
Software Development Costs, less accumulated amortization of $177,858 and $88,929  at September 30,
      2000 and December 31, 1999, respectively.                                                         177,861             266,790
Sundry                                                                                                    2,612               8,210
                                                                                                   ---------------------------------
TOTAL ASSETS                                                                                        $ 4,523,079         $ 2,464,611
                                                                                                   =================================

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Note Payable - Bank                                                                                 $ 1,496,962           $ 250,000
Current Maturities of Long-Term Obligations                                                             246,820              18,647
Current Maturities of Long-Term Obligations To Related Parties                                          513,322             814,489
Customer Deposits                                                                                       537,193             840,778
Accounts Payable                                                                                        859,994             880,473
Accrued Liabilities
     Payroll and Payroll Taxes                                                                          287,824             134,520
     Interest and Other                                                                                  77,924              43,763
     Professional Fees                                                                                   43,226              99,711
                                                                                                   ---------------------------------
                                                                                                        408,974             277,994

     TOTAL CURRENT LIABILITIES                                                                        4,063,265           3,082,381

LONG TERM OBLIGATIONS, LESS CURRENT MATURITIES                                                                -               5,232


STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock - $.001 Par Value; authorized, 10,000,000
     shares; none issued and outstanding                                                                      -                   -
Common Stock - $.001 par value; authorized, 20,000,000
     shares;  14,686,541 and 11,947,815 shares issued and outstanding
     at September 30, 2000 and December 31, 1999, respectively.                                          14,807              11,948
Additional paid-in capital                                                                            9,732,823           5,957,054
Accumulated Deficit                                                                                  (9,287,816)         (6,592,004)
                                                                                                   ---------------------------------
                                                                                                        459,814            (623,002)

                                                                                                   ---------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                                                  $ 4,523,079         $ 2,464,611
                                                                                                   =================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>   3


                      ADVANCED SYSTEMS INTERNATIONAL, INC.
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)



<TABLE>
<CAPTION>

                                                                           Additional
                                                        Common              Paid-In             Accumulated
                                                        Stock               Capital               Deficit              Total
                                                     --------------     ----------------     -----------------    ---------------
<S>                                                  <C>                <C>                  <C>                  <C>
Balance at January 1, 1998                                 $ 8,137          $ 2,866,744          $ (4,070,317)      $ (1,195,436)

Issuance of 2,194,082 Shares of Stock                        2,194            1,888,875                     -          1,891,069

Conversion of Debentures and Interest to
899,840 shares of stock                                        900              674,000                     -            674,900

Foreclosure on Loan Receivable -- stockholder
     (72,917 shares)                                           (73)             (72,844)                    -            (72,917)

Net Loss                                                         -                    -            (1,489,675)        (1,489,675)
                                                     --------------     ----------------     -----------------    ---------------

Balance at December 31, 1998                                11,158            5,356,775            (5,559,992)          (192,059)

Issuance of 790,143 shares of stock                            790              600,279                     -            601,069

Net Loss                                                         -                    -            (1,032,012)        (1,032,012)
                                                     --------------     ----------------     -----------------    ---------------

Balance at December 31, 1999                                11,948            5,957,054            (6,592,004)          (623,002)

Issuance of 2,738,726 shares of stock                        2,859            3,775,769                     -          3,778,628

Net Loss                                                         -                    -            (2,695,812)        (2,695,812)

                                                     ----------------------------------------------------------------------------
Balance at September 30, 2000 (Unaudited)                 $ 14,807          $ 9,732,823          $ (9,287,816)         $ 459,814
                                                     ============================================================================
</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>   4


                      ADVANCED SYSTEMS INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)




<TABLE>
<CAPTION>


                                                                                                Nine Months Ended September 30,
                                                                                                  2000                  1999
                                                                                               ---------------------------------
<S>                                                                                            <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings (Loss)                                                                            $ (2,695,812)        $   702,917
     Adjustments to Reconcile net earnings (loss) to net cash (used in) provided
             by operating activities
             Depreciation and Amortization                                                          162,587             128,837
             Change in Assets & Liabilities
                         Increase in Accounts Receivable                                         (1,942,912)         (1,654,772)
                         Increase in Inventories                                                     (1,350)             (8,193)
                         Decrease in Deposits                                                         4,767              29,456
                         Decrease (Increase) in Prepaid Expenses                                      7,027             (77,097)
                         (Decrease) Increase in Accounts Payable                                    (20,479)            455,672
                         Increase in Accrued Liabilities                                            130,980             266,802
                         (Decrease) Increase in Customer Deposits                                  (303,585)            304,521
                                                                                               ---------------------------------
                                     Net Cash (Used in) Provided by Operating Activities         (4,658,777)            148,143


CASH FLOWS FROM INVESTING ACTIVITIES
             Purchase of Property and Equipment                                                     (26,608)           (115,923)
             Increase in Software Development Costs                                                       -             (59,524)
                                                                                               ---------------------------------
                                     Net Cash Used in Investing Activities                          (26,608)           (175,447)

CASH FLOWS FROM FINANCING ACTIVITIES
             Proceeds from Issuance of Obligations                                                1,746,962             250,000
             Repayment of Obligations                                                              (277,059)           (626,450)
             Proceeds from Issuance of Obligations to Related Parties                               498,333             170,000
             Repayment of Related Party Obligations                                                (799,500)           (219,500)
             Proceeds from Issuance of Common Stock                                               3,778,628             293,536
                                                                                               ---------------------------------
                                     Net Cash Provided by (Used in) Financing Activities          4,947,364            (132,414)
                                                                                               ---------------------------------


NET INCREASE (DECREASE) IN CASH                                                                     261,979            (159,718)


CASH AT JANUARY 1                                                                                   445,547             225,491
                                                                                               ---------------------------------


CASH AT SEPTEMBER 30                                                                           $    707,526         $    65,773
                                                                                               =================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
             Cash Paid During the Period for Interest                                          $    145,614         $   115,256
                                                                                               =================================


</TABLE>


The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>   5



                      ADVANCED SYSTEMS INTERNATIONAL, INC.
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>


                                                Three Months Ended September 30,          Nine Months Ended September 30,
                                                    2000                 1999                 2000                1999
                                               ----------------------------------------------------------------------------
<S>                                            <C>                  <C>                   <C>                 <C>
Revenues                                       $   1,443,388        $   2,132,808         $  5,269,850        $  6,097,443

Cost of Revenues                                      66,662              298,212              146,360             695,046
                                               ----------------------------------------------------------------------------

Gross Profit                                       1,376,726            1,834,596            5,123,490           5,402,397

Operating Expenses
     Sales & Marketing                               621,885              579,997            2,177,062           1,452,229
     Research & Development                          417,920              334,787            1,137,787             755,801
     Customer Support                                654,692              353,966            1,699,928           1,041,411
     General & Administrative                        605,218              516,975            1,686,612           1,324,699
     Stock Option Compensation                        30,875                    -              924,195                   -
                                               ----------------------------------------------------------------------------
                                                   2,330,588            1,785,726            7,625,584           4,574,140


                                               ----------------------------------------------------------------------------
Earnings(Loss) From Operations                      (953,862)              48,870           (2,502,094)            828,257

Other Expense
     Interest Expense                                 48,938               27,646              193,718             125,340


                                               ----------------------------------------------------------------------------
Net Earnings(Loss)                             $  (1,002,800)       $      21,224         $ (2,695,812)       $    702,917
                                               ============================================================================

Earnings(Loss) Per Share - basic                     $ (0.07)                 $ -              $ (0.20)             $ 0.06

Earnings(Loss) Per Share - diluted                   $ (0.07)*                $ -              $ (0.20)*            $ 0.04


</TABLE>


* Common stock equivalents are not included in calculation due to their
   anti-dilutive effect.

The accompanying notes are an integral part of these consolidated financial
statements

<PAGE>   6
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
SUMMARY

         The information in this section should be read together with the
consolidated, unaudited, interim financial statements that are included
elsewhere in this Form 10-QSB. Those interim financial statements include all
adjustments, which we have deemed necessary in order to make them not
misleading.

         Advanced Systems International, Inc. (AdSys) and the Industry are
experiencing a "software project initiative slowdown" as evidenced by results of
the three-month period ended September 30, 2000. It has been the Company's
experience that "Fortune 1000" IT Managers are continuing to focus efforts
towards assessing their e-business initiatives, causing a continued delay in
purchasing decisions. AdSys is confident that its new product offerings that
track production activities, materials, fulfillment and ever-critical labor data
address this focus and will therefore be included in customers e-business
initiatives. Currently, AdSys is identifying opportunities for growth, including
the negotiation of strategic partnerships and joint ventures that will enable it
to broaden competitive opportunities, shorten sales cycles and improve
deliverables. The Company is expecting further penetration into industries such
as airlines, automotive supply, food processing, entertainment, furniture
manufacturing, paper and forestry products, and other manufacturing sectors.

         AdSys has identified a significant opportunity to provide comprehensive
labor and inventory data within the high growth business to business (B2B)
market. Building on its proven labor management technology, AdSys has expanded
its product offering to include a web based tool set that tracks critical
production inventory, fulfillment and labor data in real-time to support the
cost efficient streamlined supply chain and E-business initiatives of its
customers. ATServer is a registered trademark of AdSys; we also claim common-law
and pending trademark rights in ATLink.

RESULTS OF OPERATIONS - RESULTS OF NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000
AND SEPTEMBER 30, 1999

         REVENUES

         The Company experienced a decrease in revenues to $5,269,850 for the
         nine months ended September 30, 2000, from $6,097,443 for the nine
         months ended September 30, 1999, a decrease of $827,593 or 14%. The
         Company attributes this decrease to a strong 1999 fueled by Y2k
         preparation, and the widely held belief that Customer IT Managers are
         currently prioritizing e-business initiatives, therefore delaying
         purchasing decisions. AdSys had a net loss of $2,695,812 for the nine
         months ended September 30, 2000 as compared with net earnings of
         $702,917 for the nine months ended September 30, 1999, a difference of
         $3,398,729. This difference is largely attributable to the decrease in
         revenue described above, an increase in compensation and related
         benefits due to increased employee infrastructure for delivering large
         contract accounts, and large non-cash compensation expense related to
         the vesting of employee stock options.

         ATServer-related revenue amounted to $4,905,507 and $5,809,201 for the
         nine months ended September 30, 2000 and 1999, respectively, a decrease
         of $903,694 or 16%.

         ATLink-related revenue grew to $364,344 from $288,243, an increase of
         $76,101 or 26% in the nine months ended September 30, 2000 and 1999,
         respectively.

         GROSS PROFIT

         The Company had gross profit of $5,123,490 (97% of total revenues) and
         $5,402,397 (89% of total revenues) for the nine months ended September
         30, 2000 and 1999 respectively. This represents a decrease in gross
         profit of $278,907 or 5%. This decrease is due primarily to lower
         revenue and different sales mix for the nine months ended September 30,
         2000 compared to the nine months ended September 30, 1999, i.e. Revenue
         for the nine months ended September 30, 2000 had a much smaller
         hardware content of ($147,283), giving rise to $96,379 in Cost of Goods
         Sold, whereas hardware sales for the nine months ended September 30,
         1999 were $627,569 had a corresponding $364,575 in Cost of Goods
         Sold.

         ATServer-related gross profit was $4,796,181 (98% of ATServer revenue)
         and $5,126,074 (88% of ATServer revenue) for the nine months ended
         September 30, 2000 and 1999, respectively, a decrease of $329,893 or
         6%. This decrease is due primarily to decreased ATServer revenue and
         smaller hardware and outside consultant expenses within the Cost of
         Goods Sold.

         ATLink-related gross profit was $327,309 (90% of ATLink revenue) and
         $276,322 (96% of ATLink revenue) for the nine months ended September
         30, 2000 and 1999, respectively, an increase of $50,987 or 18%. This
         increase is due primarily to increased ATLink revenue.


         OPERATING EXPENSES

                  Sales and Marketing. Sales and marketing expenses increased to
         $2,177,062 for the nine month period ended September 30, 2000, from
         $1,452,229 for the nine month period ended September 30, 1999, an
         increase of $724,833. The increase was attributable to AdSys' hiring of
         additional sales personnel and a restructuring of compensation to a
         higher base salary and a revised commission structure, and is reflected
         by an increase in Compensation and Related Benefits of $461,429. Costs
         of traveling increased to $292,246 for the nine months ended September
         30, 2000 from $135,399 for the nine months ended September 30, 1999, an
         increase of $156,847.

                  Research and Development. Research and development expenses
         increased to $1,137,787 for the nine month period ended September 30,
         2000, from $755,801 for the nine month period ended September 30, 1999,
         an increase of $381,986. The increase is due almost entirely to an
         expansion of our development team, whose work focuses on enhancing the
         ATServer, LABORVIEW.com, and ATLink products, accounting for an
         increase of $422,595 in research and development expenses.

                  Customer Support. Customer Support expenses increased to
         $1,699,928 for the nine month period ended September 30, 2000, from
         $1,041,411 for the nine month period ended September 30, 1999, a
         difference of $658,517. This increase is due almost entirely to
         additional headcount in this department and a corresponding increase in
         compensation and related benefits of $553,652.

                  General and Administrative. General and administrative
         expenses increased to $1,686,612 for the nine months ended September
         30, 2000, from $1,324,699 for the nine month period ended September 30,
         1999, an increase of $361,913. This increase is due to primarily to an
         increase in compensation and related benefits of $65,826, an increase
         in computer related costs of $105,486 (procuring infrastructure needs
         such as servers, printers, peripherals, etc.), and an increase in
         professional costs of $52,383.

                  Stock Option Compensation. Stock option compensation expenses
         were $924,195 for the nine months ended September 30, 2000. There were
         no stock option expenses recorded for the nine months ended September
         30, 1999. This change, which did not affect cash, was incurred as a
         result of the vesting of stock options.
<PAGE>   7


LIQUIDITY AND CAPITAL RESOURCES


         In November, 2000, the Company modified its existing arrangement with
National City Bank to restructure the long-term nature to short-term and to
provide for more interim reporting. Through this arrangement the Company borrows
against accounts receivable to address liquidity needs pending customer
payments. The maximum currently available to us under this arrangement, in which
we are required to pay interest-monthly at the Bank's Base Rate plus 1%, (10.5%
as of November 15, 2000) is $2.0 million. As of November 15, 2000, we had drawn
a balance of approximately $1.8 million under this facility. We have also
borrowed $250,000 from the same bank as a short-term loan, with principal and
interest (also accruing at the Bank's Base Rate plus 1% (10.5% at November 15,
2000) due monthly.

         In November of 2000, the Company signed a letter of intent to enter
into a commitment for a 1 year financing arrangement for $1.2 million from a
private investor. The investor will receive monthly interest payments of 12%, as
well as 50,000 warrants. The warrants have a 2 year exercise period, with a
$1.00 exercise price. The Company expects this agreement to be finalized by the
end of November, 2000.

         During the second quarter of 1999, we established an equipment leasing
relationship with Primex, a private lending company. As of October 31, 2000,
we had leased equipment with an outstanding balance of $80,852 owing to Primex.

         On May 2, 2000, we executed an equity placement of $2.0 million with a
private investor. Terms of this arrangement were 1,111,111 shares issued at
$1.80/share, with 300,000 warrants to be exercised over the ensuing two years at
$2.25 (100,000 warrants), $2.50 (100,000 warrants), and $2.75 (100,000
warrants). These funds are being used for working capital as well as funding the
repayment of the private financing and bridge financing noted below.

         In November, 1999 we entered into a commitment for a 1 year financing
arrangement for up to $1.0 million from a private investor, of which $250,000
was borrowed in November of 1999, and another $250,000 was borrowed in December,
1999. The investor will receive a 10% fee on advances and quarterly interest
payments of 12%, as well as warrants to acquire 1 share for every dollar
advanced under this term loan. The warrants have a 2 year exercise period, with
a $.75 exercise price for the first year, and a $1.00 exercise price for the
second year.

         Although we believe that operations, together with the financing
described above, will yield sufficient liquidity, no assurance can be given that
additional sources of capital will not be required. The Company would consider
working with the equity markets based on an acceptable strike price and certain
business conditions. Circumstances in which we would consider raising additional
capital include a desire for a stronger capital base, investment in product
development, acquisitions of companies with synergistic value, resource
procurement based on a definable implementation schedule or backlog, and/or
office space expansion. The extent to which such additional financing is
available will affect the level to which AdSys pursues these discretionary
growth actions.


<PAGE>   8
                      Advanced Systems International, Inc.
                   Notes to Consolidated Financial Statements

NOTE A - BASIS OF PRESENTATION


The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-QSB and Article 10
of Regulation S-X. Accordingly, they do not contain all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
solely of normal recurring adjustments) considered necessary for a fair
presentation have been included. For further information, please refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-KSB, for the year ended December 31, 1999.
The results of operations for the three and nine month periods ended September
30, 2000 are not necessarily indicative of the results to be expected for the
full year.


NOTE B - INDUSTRY SEGMENTS

The Company's operations by business segment for the nine months ended September
30, 2000 is as follows (unaudited):

<TABLE>
<CAPTION>
                                                Labor           B2B           Segment
                                             Management      e-Business       Totals
                                           -----------------------------------------------
<S>                                        <C>              <C>           <C>
Revenues                                       $ 4,905,507      $ 364,343     $ 5,269,850
Interest Expense                                   137,077         56,641         193,718
Depreciation and Amortization                            -         88,929          88,929
Net Loss                                        (1,397,779)      (332,784)     (1,730,563)
Assets                                           3,607,010        177,861       3,784,871
Expenditures for Assets                                  -              -               -

RECONCILIATION TO CONSOLIDATED AMOUNTS
             NET LOSS
                    Net Loss for Reportable Segments                          $(1,730,563)
                    Unallocated Corporate Expenses                               (965,249)
                                                                          ----------------
                                                                              $(2,695,812)
                                                                          ================
             ASSETS
                    Total Assets for Reportable Segments                      $ 3,784,871
                    Corporate Assets                                              738,208
                                                                          ----------------
                                                                              $ 4,523,079
                                                                          ================

<CAPTION>
                                                                              Segment                      Consolidated
             OTHER SIGNIFICANT ITEMS                                          Totals        Adjustments       Totals
                                                                          ------------------------------------------------
<S>                                                                       <C>              <C>             <C>
                    Depreciation and Amortization                                 $88,929         $74,385        $163,314
                    Expenditures for Assets                                             -          26,607          26,607
</TABLE>

<TABLE>
<CAPTION>
                                                             Long-Lived
GEOGRAPHIC INFORMATION                        Revenues         Assets
                                           -------------------------------
<S>                                        <C>              <C>
                    United States              $ 4,864,813      $ 364,339
                    Canada                         405,037              -
                                           -------------------------------
                                               $ 5,269,850      $ 364,339
                                           ===============================

</TABLE>




<PAGE>   9
                      Advanced Systems International, Inc.
                   Notes to Consolidated Financial Statements

NOTE B - INDUSTRY SEGMENTS (continued)

The Company's operations by business segment for the three months ended
September 30, 2000 is as follows (unaudited):

<TABLE>
<CAPTION>
                                                            Labor            B2B         Segment
                                                           Management     e-Business      Totals
                                                      --------------------------------------------------
<S>                                                   <C>                <C>            <C>
Revenues                                                  $ 1,383,173       $ 60,215     $ 1,443,388
Interest Expense                                               41,778          7,160          48,938
Depreciation and Amortization                                       -         29,643          29,643
Net Loss                                                     (805,538)      (141,191)       (946,729)
Assets                                                      3,607,010        177,861       3,784,871
Expenditures for Assets                                             -              -               -

RECONCILIATION TO CONSOLIDATED AMOUNTS
           NET LOSS
                    Net Loss for Reportable Segments                                     $  (946,729)
                    Unallocated Corporate Expenses                                           (56,071)
                                                                                     ----------------
                                                                                         $(1,002,800)
                                                                                     ================
           ASSETS
                    Total Assets for Reportable Segments                                 $ 3,784,871
                    Corporate Assets                                                         738,208
                                                                                     ----------------
                                                                                         $ 4,523,079
                                                                                     ================

<CAPTION>
                                                                                         Segment                       Consolidated
           OTHER SIGNIFICANT ITEMS                                                        Totals        Adjustments       Totals
                                                                                     ----------------------------------------------

<S>                                                                                  <C>              <C>           <C>
                    Depreciation and Amortization                                           $ 29,643      $ 25,759      $ 55,402
                    Expenditures for Assets                                                        -         5,227         5,227

<CAPTION>

                                                                          Long-Lived
GEOGRAPHIC INFORMATION                                 Revenues             Assets
                                                 ----------------------------------------
<S>                                              <C>                   <C>
                    United States                         $ 1,289,270          $ 364,339
                    Canada                                    154,118                  -
                                                 ----------------------------------------
                                                          $ 1,443,388          $ 364,339
                                                 ========================================
</TABLE>






<PAGE>   10
                      Advanced Systems International, Inc.
                   Notes to Consolidated Financial Statements

NOTE B - INDUSTRY SEGMENTS (continued)

The Company's operations by business segment for the nine months ended September
30, 1999 is as follows (unaudited):

<TABLE>
<CAPTION>
                                                                Labor            B2B          Segment
                                                              Management      e-Business       Totals
                                                        -------------------------------------------------
<S>                                                     <C>                <C>         <C>
Revenues                                                      $ 5,816,958    $ 280,485       $ 6,097,443
Interest Expense                                                  125,340            -           125,340
Depreciation and Amortization                                           -       56,700            56,700
Net Earnings (Loss)                                               947,405     (176,857)          770,548
Assets                                                          2,514,694      299,019         2,813,713
Expenditures for Assets                                                 -            -                 -

RECONCILIATION TO CONSOLIDATED AMOUNTS
             NET EARNINGS
                      Net Earnings for Reportable Segments                                   $   770,548
                      Unallocated Corporate Expenses                                             (67,631)
                                                                                       ------------------
                                                                                             $   702,917
                                                                                       ==================
             ASSETS
                      Total Assets for Reportable Segments                                   $ 2,813,713
                      Corporate Assets                                                           107,925
                                                                                       ------------------
                                                                                             $ 2,921,638
                                                                                       ==================
<CAPTION>

                                                                                              Segment                  Consolidated
             OTHER SIGNIFICANT ITEMS                                                           Totals     Adjustments      Totals
                                                                                       --------------------------------------------
<S>                                                                                    <C>               <C>           <C>
                          Depreciation and Amortization                                       $ 56,700     $ 67,652      $ 124,352
                          Expenditures for Assets                                                    -      115,923        115,923
<CAPTION>

                                                                                    Long-Lived
GEOGRAPHIC INFORMATION                                         Revenues               Assets
                                                        --------------------------------------------
<S>                                                     <C>                      <C>
                          United States                            $ 4,859,291            $ 545,517
                          Canada                                     1,238,152                    -
                                                        --------------------------------------------
                                                                   $ 6,097,443            $ 545,517
                                                        ============================================
</TABLE>





<PAGE>   11
                      Advanced Systems International, Inc.
                   Notes to Consolidated Financial Statements

NOTE B - INDUSTRY SEGMENTS (continued)

The Company's operations by business segment for the three months ended
September 30, 1999 is as follows (unaudited):
<TABLE>
<CAPTION>
                                                        Labor              B2B         Segment
                                                      Management       e-Business      Totals
                                                ---------------------------------------------------
<S>                                             <C>                  <C>           <C>
Revenues                                              $ 1,974,170        $ 158,638     $ 2,132,808
Interest Expense                                           27,646                -          27,646
Depreciation and Amortization                                   -           28,350          28,350
Net Earnings (Loss)                                       110,127          (65,348)         44,779
Assets                                                  2,514,694          299,019       2,813,713
Expenditures for Assets                                         -                -               -

RECONCILIATION TO CONSOLIDATED AMOUNTS
             NET EARNINGS
                    Net Earnings for Reportable Segments                               $    44,779
                    Unallocated Corporate Expenses                                         (23,555)
                                                                                   ----------------
                                                                                       $    21,224
                                                                                   ================
             ASSETS
                    Total Assets for Reportable Segments                               $ 2,813,713
                    Corporate Assets                                                       107,925
                                                                                   ----------------
                                                                                       $ 2,921,638
                                                                                   ================
<CAPTION>

                                                                                     Segment                        Consolidated
             OTHER SIGNIFICANT ITEMS                                                  Totals         Adjustments       Totals
                                                                                   ------------------------------------------------
<S>                                                                                <C>               <C>            <C>
                    Depreciation and Amortization                                    $ 28,350          $ 23,555       $ 51,905
                    Expenditures for Assets                                                 -           479,335        479,335

<CAPTION>

                                                                       Long-Lived
GEOGRAPHIC INFORMATION                            Revenues               Assets
                                           --------------------------------------------
<S>                                        <C>                     <C>
                    United States                     $ 1,804,425            $ 545,517
                    Canada                                328,383                    -
                                           --------------------------------------------
                                                      $ 2,132,808            $ 545,517
                                           ============================================

</TABLE>



<PAGE>   12
                            PART II - OTHER INFORMATION


Item 1. LEGAL PROCEEDINGS

         None.


Item 2. CHANGES IN SECURITIES

         None.


Item 3. DEFAULTS UPON SENIOR SECURITIES

         None.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


Items.  OTHER INFORMATION

         None.


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

         27.  Financial Data Schedule

         (b) Reports on Form 8-K

         None.
<PAGE>   13

         SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          Advanced Systems International, Inc.
                                                            (the "Registrant")


Date: November 20, 2000                               /s/ Robert C. DeMerell

                                                          Robert C. DeMerell
                                          Chief Financial Officer (Principal
                                          Financial and Accounting Officer)


<PAGE>   14


                                  Exhibit Index


Exhibit No.           Description

27                    Financial Data Schedule




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