UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934 (FEE REQUIRED)
For the fiscal year ended January 31, 2000
----------------
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transaction period from
______________________ to ______________________
Commission File number 0-28571
-----------
ADVANCED MEDICAL TECHNOLOGIES INC.
----------------------------------------------------
(Exact name of Company as specified in charter)
Nevada 98-0206212
- ------------------------------------ ----------------------------
State or other jurisdiction of (I.R.S. Employee I.D. No.)
incorporation or organization
Suite 200 - 5925 Airport Road
Toronto, Ontario L4V 1W1
- ---------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 905-405-6280 Securities
registered pursuant to section 12 (b) of the Act:
Title of each share Name of each exchange on which registered
None None
- -------------------- -----------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:
None
- ----------------
(Title of Class)
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 a shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $ -0-
------------
State the aggregate market value of the voting stock held by nonaffiliates of
the Company. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specific date within the past 60 days.
<PAGE>
As at January 31, 2000, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE COMPANYS)
As of January 31, 2000, the Company has 14,197,300 shares of common stock issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB (eg., Part I, Part II, etc.) into which the documents is
incorporated:
(1) Any annual report to security holders;
(2) Any proxy or other information statement;
(3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the
Securities act of 1933.
NONE
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
PART 1
Page
ITEM 1. DESCRIPTION OF BUSINESS 4
ITEM 2. DESCRIPTION OF PROPERTY 4
ITEM 3. LEGAL PROCEEDINGS 5
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS 5
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 5
ITEM 7. FINANCIAL STATEMENTS 8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE 8
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 8
ITEM 10. EXECUTIVE COMPENSATION 11
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT 12
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 13
PART IV
ITEM 13. EXHIBITS 14
</TABLE>
<PAGE>
PART 1
- --------------------------------------------------------------------------------
ITEM 1. DESCRIPTION OF BUSINESS
- --------------------------------------------------------------------------------
The Company has been in business since it's date of incorporation, February
3, 1999. The Company's articles of incorporation currently provide that the
Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at January 31, 2000 there were 14,197,300 shares
outstanding.
The Company will establish a multimedia Internet based, interactive
communications network providing health care industry manufacturers with access
to key case managers representing over 200 managed care companies and health
maintenance organizations (HMOs) throughout the United States.
The goal of the Company is to provide a virtual health care information
clearinghouse for introducing and educating health care providers on leading
edge pharmaceuticals and technologies available from health care manufacturers.
With the rising cost of health care, the most efficient way for case managers to
achieve reductions is to be informed about new and cost-effective procedures
available from the manufacturers. Many new procedures not only reduce immediate
costs but also the costs associated with post operative care, and personal
patient recovery.
Traditionally, case managers are deluged with printed material in the mail
and by facsimile of new health care technologies, and must spend a great deal of
time sifting through material searching for items of interest. Likewise,
information that may be of interest can be overlooked or not accessible when
needed. Once the AMT network is activated, it will offer manufacturers the fast
track to case managers, by providing a fully searchable, indexed database of
available leading-edge pharmaceuticals and technologies via a secure Internet
connection in their desktop or laptop computer. This educational advertising
vehicle will be called AMTneT.
The Company will provide a safe and secure Internet host allowing case
managers to search for new pharmaceuticals and technologies using keywords or
key phrases, view live and recorded video programs demonstrating technology
procedures, review product monographs, e-mail questions directly to the medical
professional associated with a specific procedure, and participate in live
interactive one-on-one or group discussions.
The AMT network offers manufacturer-advertisers three unique benefits.
First, it provides advertising and promotional material specifically targeted to
the managed care decision makers - the case managers. Second, the delivery of
this advertising is accomplished through a familiar, common-place technology -
the personal computer. The third benefit is that it provides maximum and
immediate interactivity between the manufacturer-advertiser and the decision
maker with minimal cost and resources.
- --------------------------------------------------------------------------------
ITEM 2. DESCRIPTION OF PROPERTIES
- --------------------------------------------------------------------------------
The Company does not own any property at present.
4
<PAGE>
- --------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
There are no legal proceedings to which the Company is a party or to which its
property is subject, nor to the best of management's knowledge are any material
legal proceedings contemplated.
- --------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
- --------------------------------------------------------------------------------
No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended January 31, 2000.
PART II
- --------------------------------------------------------------------------------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- --------------------------------------------------------------------------------
During the past year there has been no established trading market for the
Company's common stock. Since its inception, the Company has not paid any
dividends on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at January 31, 2000 the Company had
40 shareholders; three of these shareholders are officers and directors of the
Company.
- --------------------------------------------------------------------------------
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- --------------------------------------------------------------------------------
The Company will establish a multimedia Internet based, interactive
communications network allowing health care industry manufacturers to advertise
their innovative FDA approved products to key case managers, representing over
200 managed care companies and health maintenance organizations (HMOs)
throughout the United States. Refer to the Company's Internet site at
www.txsave.com .
The goal of the Company is to provide a virtual health care information
clearinghouse that will introduce and educate health care providers on
leading-edge pharmaceuticals and technologies available from health care
manufacturers. Manufacturers may showcase or advertise their products,
procedures, and techniques in several ways. These include live and recorded
video programs demonstrating technology and procedures, product monograph
libraries, banner advertising with direct links to manufacturers, and
participation in live interactive one-on-one or group discussions.
5
<PAGE>
From a state-of -the-art Internet video studio, health industry
manufacturers can address and target their important messages and product
demonstrations to industry decision makers using prerecorded and live video,
with simultaneous on-line question and answer "chat" capability. Through this
system, case managers will be able to view new products and surgical procedures
on their own computers and have their questions answered by an expert in real
time.
Once the AMT network is activated, it will offer manufacturers the fast
track to case managers by providing a fully searchable, indexed database of
available leading-edge pharmaceuticals and technologies via a secure Internet
connection on their desktop or laptop computer. This educational advertising
vehicle will be called AMTneT.
The Company will provide a safe and secure Internet host for both
manufacturer and HMO case manager alike.
The AMT network offers manufacturer-advertisers three unique benefits.
First, it provides advertising and promotional material specifically targeted to
the managed care decision makers - the case managers. Second, the delivery of
this advertising is accomplished through a familiar, common-place technology -
the personal computer. The third benefit is that it provides maximum and
immediate interactivity between the manufacturer-advertiser and the decision
maker with minimal cost and resources.
The Company's Technology
The Company will utilize a safe and secure Internet host environment to
achieve an effective and cost efficient service for all of its users. A secure
environment means one where all users can equally share and exchange information
without the concern of personal information being exploited or profiled for
purposes beyond the originator's intended application. A safe environment means
one where more than adequate firewalls are engaged and routine security programs
are initialized to combat computer viruses and cyber hackers.
Users will connect to AMTneT through several dial-up portals. They may use
any dial-up mode available, including but not limited to 28.8, 56 or ISDN for
easy access to our network. From the users standpoint, most personal computers
will already have all the necessary software and hardware required to make full
use of our network. The basic configuration required would be; a colour monitor,
32MB RAM, 28.8K modem or better, an Audio/Video card, and an Internet browser -
specifically Netscape 4.0 or better, or Internet Explorer 4.0 or better. Our
dial-up network will support Macintosh System 7 and OS, Microsoft Windows 3.1,
95 and 98 operating environments. Utilizing high speed dedicated connections,
users will be assured of a pure, safe connection, free of busy signals, hang
time, and disconnects. The network will initially run on three redundant DEDA
dedicated servers.
Live, interactive video programming will be initiated from our Internet
video studio. The studio will utilize three state-of-the-art digital computers
to ensure full 3-dimensional video, with a fourth camera to be available for
back-up. Likewise, prerecorded video programming will also be made available on
our network. Utilizing leading technologies such as Real Audio, Shockwave
multimedia animation, video streaming, interactive chat utilities, and push-pull
technology we have the blueprint for successful integration to stand and
deliver.
Market Analysis and Plan of Operation
The Company and its medical colleagues have developed relationships with
twelve leading medical technology manufacturers whose products reduce the cost
of medical treatment by up to 50% by either eliminating or reducing the need for
hospitalization.
6
<PAGE>
More than 700 health industry manufacturing companies are in a $40,000,000
marketplace; all spending $12,000,000 annually to persuade prospects to buy
their products and services. Yet, reimbursement decisions affecting 110 million
lives are largely shaped by 17,000 case managers representing over 1,000 managed
care companies and HMOs who are increasingly difficult to reach with traditional
methods. The manufacturers need a medium that will provide targeted, direct,
unfiltered, interactive communication with case managers and key decision
makers. The Issuer has the technology and expertise to do this safely, securely,
and cost effectively through the Internet.
HMOs and the manufacturers would sign service contracts that are renewable.
Thus, the viewer and sponsor contracts are for matching 3-year periods (to
permit sponsor identification with the initiative) and are renewed automatically
with penalties for early cancellation. Sponsor contracts guarantee product
category exclusivity. Viewing sites must represent a minimum of insured lives.
Due to the intricate service structure, general complexity of operating a
service such as this, and the custom integration of Internet technology, there
are currently no competitors in the marketplace or on the near horizon. It is
also our belief that once our network is activated, that there will really only
be room for one company, the Issuer, to provide this service. In reality, HMOs
cannot afford to provide or have their case managers spend valuable time and
resources juggling between Internet information services. This ensures that the
Issuer will have a proprietary network.
The Company will use a direct sales approach, supported by a telemarketing
effort to market its service. This sales effort would be focused on two target
markets:
1) Manufacturers of Pharmaceuticals and Medical Technology
The desired market in this group are those manufacturers that have identified
HMOs as one of their target markets.
2) HMOs and Case Managers
Having received the full support of the National Case Managers Association, we
believe that this will expedite bringing onboard most of the targeted HMOs and
related case managers.
Liquidity and Capital Resources
As at January 31, 2000, the Company had $661 of assets, and $5,401 of
liabilities, including cash or cash equivalents amounting to $661. The
liabilities of $5,501 consist of amounts accrued for audit, accounting and
transfer agent fees of $4,401 and amounts due to a director of $1,000.
The Company has no contractual obligations for either lease premises or
employment agreements and has made no commitments to acquire any asset of any
nature.
Results of Operations
The Company has not as yet commenced operations.
7
<PAGE>
- --------------------------------------------------------------------------------
ITEM 7. FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The financial statements of the Company are included following the signature
page to this Form 10-KSB.
- --------------------------------------------------------------------------------
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------------
From inception to date, the Company's principal accountant is Andersen Andersen
& Strong, L.C. of Salt Lake City, Utah. The firm's report for the period from
inception to January 31, 2000 did not contain any adverse opinion or disclaimer,
nor were there any disagreements between management and the Company's
accountants.
PART 111
- --------------------------------------------------------------------------------
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE
EXCHANGE ACT
- --------------------------------------------------------------------------------
The following table sets forth as of January 31, 2000, the name, age, and
position of each of the executive officers and directors and the term of office
of each director of the Company.
<TABLE>
<CAPTION>
Term as
Director
Name Age Position Held Since
---- --- ------------- -----
<S> <C> <C> <C>
David Luciuk 55 President and Director 1999
Philip Yee 26 Secretary Treasurer 1999
David Zosiak 34 Director 1999
</TABLE>
Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual general meeting of the board of
directors and is qualified.
Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.
8
<PAGE>
DAVID LUCIUK graduated from high school in Ontario before accepting a position
as a chartered accountant student with the firm of Winspear, Higgans, Stevenson
and Doane. In 1967, after three years with Winspear, Higgans, Stevenson and
Doane and obtaining his degree as a chartered accountant, Mr. Luciuk took a
position with IBM Canada until 1972. In 1972, he became Controller for Dominion
Stores and subsequently worked in various positions with Dominion Stores such as
Director of Corporate Planning, Executive Assistant to the President and
Director of Auditing. In 1985, Mr. Luciuk started his own consulting firm, D.M.
Luciuk & Associates offering various consulting services to industry. In 1987,
he became Vice President of Finance and Corporate Development for Mayfield
Property Management Inc., previously a subsidiary of Cadillac Fairview. In 1994
Mr. Luciuk became Vice President of Corporate Development for Canada All Sports
Complexes Inc. In 1995 he became and still is an independent financial
consultant.
DAVID ZOSIAK graduated from Centennial Secondary School in 1981 and subsequently
attended Douglas College where he obtained a marketing diploma in 1984.
Subsequent to graduation he became employed with McDermid St. Lawrence Chisholm
Ltd., a brokerage house in Vancouver, Canada where he worked as a sales
assistant. From 1991 to 1994 he was employed by Esso Avitat as a driver for fuel
trucks and other assorted assignments. In 1994, he was employed by Georgia
Pacific Securities as a stockbroker before changing firms and moving to
Wolverton Securities in 1995 where he worked with a national and international
clientele to achieve their financial portfolio goals. In 1997 he became an
investors relations consultant who liased with shareholders regarding the status
of their investments.
PHILIP YEE was born in Vancouver, British Columbia in 1963. Having graduated
from high school he attended the University of British Columbia and graduated
with a Bachelor of Commerce degree in 1986 before attending City University
where he obtained a Masters of Business degree in 1989. In 1991 he became a
member of the Institute of Certified General Accountants of British Columbia. In
1996 he obtained his degree as a Certified Public Accountant from the Washington
State Board of Accountants and subsequently became a member of trhe Institute of
Internal Auditors. During his entire educational period, Mr. Yee worked for
various companies as follows:
<TABLE>
<CAPTION>
Type of Years of
Name of Company Business Employment Position Location
- --------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C>
Augusta Corporation Mineral 1997-1999 Controller Vancouver, BC
Can-Chi Group of Venture 1992-1997 Accountant Vancouver, BC
Canadian Connection Investments 1990-1992 Accountant Vancouver, BC
</TABLE>
Mr. Yee has not been an officer or director of a public company other than
Sweetbriar Corporation, a corporation listed on the OTC Bulletin Board presently
under the name of Dippy Foods Inc. Mr. Yee is no longer a director of that
company and is not a director or officer of any
9
<PAGE>
other OTC Bulletin Board company other than if the Company becomes a quoted
company on the Pink Sheets.
Mr. Philip Yee was the incorporating director of the Company.
To the knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or
any partnership in which he was a general partner at or within two
years before the time of such filings;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting,
the following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of
any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or practice
in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activities;
(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by
the
10
<PAGE>
Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
The Company knows of no director, officer, beneficial owner of more than ten
percent of any class of equity securities of the Company registered pursuant to
Section 12 ("Reporting Person") that failed to file any reports required to be
furnished pursuant to Section 16(a). Other than those disclosed below, the
Company knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.
The following table sets forth as at January 31, 2000, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.
<TABLE>
<CAPTION>
Name Position Report to be Filed
- ---- -------- ------------------
<S> <C> <C>
David Luciuk President and Director Form 3
Philip Yee Secretary Treasurer Form 3
David Zosiak Director Form 3
</TABLE>
- --------------------------------------------------------------------------------
ITEM 10. EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
CASH COMPENSATION
There was no cash compensation paid to any director or executive officer of the
Company during the fiscal year ended January 31, 2000.
BONUSES AND DEFERRED COMPENSATION
None
COMPENSATION PURSUANT TO PLANS
None
PENSION TABLE
None
OTHER COMPENSATION
None
11
<PAGE>
COMPENSATION OF DIRECTORS
None
TERMINATION OF EMPLOYMENT
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
- --------------------------------------------------------------------------------
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
The following table sets forth as at January 31, 2000, the name and address and
the number of shares of the Company's common stock, with a par value of $0.001
per share, held of record or beneficially by each person who held of record, or
was known by the Company to own beneficially, more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.
<TABLE>
<CAPTION>
Name and Address Amount
of Beneficial Nature of of Beneficial Percent
Owner Ownership (1) Ownership of Class
------ ------------- ---------- --------
<S> <C> <C> <C>
DAVID M. LUCIUK Direct 4,000,000 28.17%
Suite 13A-63 Rochampton Avenue
Toronto, Ontario
Canada, M4P 1R1
DAVID ZOSIAK Direct 2,000,000 14.09%
2267 Lorraine Avenue
Coquitlam, British Columbia
Canada, V3K 2M8
PHILIP YEE Direct 1,000 0.007%
2268 Dundas Street
Vancouver, British Columbia
Canada, V5K 1P9
All Officers and Directors Direct 6,001,000 42.267%
as a Group ( 3 persons )
</TABLE>
12
<PAGE>
(1) All shares owned directly are owned beneficially and of record, and
such shareholder has sole voting, investment and dispositive power,
unless otherwise noted.
- --------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as indicated below, there were no material transactions, or series of
similar transactions, since inception of the Company and during its current
fiscal period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.
INDEBTEDNESS OF MANAGEMENT
There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
The Company does not have promoters and has no transactions with any promoters.
13
<PAGE>
PART IV
- --------------------------------------------------------------------------------
ITEM 13. EXHIBITS AND REPORTS
- --------------------------------------------------------------------------------
(a) (1) FINANCIAL STATEMENTS.
The following financial statements are included in this report:
<TABLE>
<CAPTION>
Title of Document Page
<S> <C>
Report of Andersen, Andersen & Strong, Certified Public Accountants 16
Balance Sheet as at January 31, 2000 17
Statement of Operations for the year ended to January 31, 2000 18
Statement in Changes in Stockholders' Equity for the period from February 3, 1999
(Date of Inception) to January 31, 2000 19
Statement of Cash Flows for the year ended January 31, 2000 20
Notes to the Financial Statements 21
</TABLE>
(a) (2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules are included as part of this report:
None.
(a) (3) EXHIBITS
The following exhibits are included as part of this report by reference:
None.
14
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in its capacities and on the date indicated:
ADVANCED MEDICAL TECHNOLOGIES INC.
Date: March 29, 2000 By: /s/ "David Luciuk"
-------------------------------------
David Luciuk, President and Director
Date: March 29, 2000 By: /s/ "Philip Yee"
--------------------------------------
Philip Yee, Secretary Treasurer
15
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
</TABLE>
Board of Directors
Advanced Medical Technologies Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Advanced Medical Technologies
Inc. (a development stage company) at January 31, 2000, and the statement of
operations, stockholders' equity, and cash flows for the year ended January 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Advanced Medical Technologies
Inc. at January 31, 2000, and the results of operations, and cash flows for the
year ended January 31, 2000, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
March 28, 2000
16
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JANUARY 31, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Bank $ 661
--------
Total Current Assets $ 661
--------
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable - related party $ 1,000
Due to director 4,401
--------
5,401
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
Value, 14,197,300 shares issued and outstanding 14,197
Capital in excess of par value 29,488
Deficit accumulated during the development stage (48,425)
--------
Total Stockholders' Equity (4,740)
--------
$ 661
</TABLE>
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JANUARY 31, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
REVENUE $ --
EXPENSES $ 48,425
===========
NET LOSS $ 8,425
===========
NET LOSS PER COMMON SHARE
Basic $ --
===========
AVERAGE OUTSTANDING SHARES
Basic 13,721,085
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEBRUARY 5, 1999 (DATE OF INCEPTION)
TO JANUARY 31, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
<S> <C> <C> <C> <C>
BALANCE FEBRUARY 3, 1999 (date of inception) -- -- -- --
Issuance of common shares for cash at
$0.001 - February 14, 1999 6,000,000 6,000 -- --
Issuance of common shares for cash at
$0.002 - February 16, 1999 8,155,000 8,155 8,155 --
Issuance of common shares for cash at
$0.25 - March 3, 1999 42,300 42 10,533 --
Capital contributions - expenses 10,800 --
Net operating loss for the year ended
January 31, 2000 -- -- -- (48,425)
----------- ----------- ----------- --------------
BALANCE, JANUARY 31, 2000 14,197,300 $ 14,197 $ 29,488 $ (48,425)
========== ========== ========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JANUARY 31, 2000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (48,425)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Change in accounts payable 5,401
Capital contributions - expenses 10,800
----------
Net Decrease in Cash from Operations (32,224)
----------
CASH FLOWS FROM INVESTING ACTIVITIES --
----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 32,885
----------
Net Increase in Cash 661
Cash at Beginning of Period --
----------
CASH AT END OF PERIOD $ 661
==========
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Capital contribution - expenses $ 10,800
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on February
3, 1999 with authorized common stock of 200,000,000 shares at $0.001 par value.
The Company was organized for the purpose of establishing a multimedia internet
based communications network between the healthcare industry manufacturers and
the key case managers in the medical field to advertise and promote the
manufacturers products.
The Company is in the development stage.
Since its inception the Company has completed Regulation D offerings of
14,197,300 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On January 31, 2000, the Company had a net operating loss carry forward of
$48,425. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is undeterminable
since the Company has no operations. The net operating loss will expire in 2021.
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholders' equity on
January 31, 2000.
21
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES - CONTINUED
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
Financial Instruments
The carrying amounts of financial instruments, including cash, and accounts
payable, are considered by management to be their estimated fair values. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 42% of the common stock issued.
4. GOING CONCERN
Management is planning to establish a multimedia internet based communication
network for the medical field. To be successful in this effort the Company will
need additional working capital.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding, and long term financing, which will enable the Company to
operate in the future.
There is no assurance that management will be successful in this effort.
22
