<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1996
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission file number 0-9064
APPLIED MEDICAL DEVICES, INC.
(Exact name of small business issuer as specified in its charter)
Colorado 84-0789885
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1722 Buffehr Creek Road, Vail, CO
(Address of principal executive offices) 81657
(Zip Code)
Registrant's telephone number, including
area code (970) 479-2800
8100 W. Crestline Avenue, Suite A-15, #330, Littleton, Colorado 80123
(Former address)
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
State the number of shares outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date.
Class Outstanding at November 25, 1996
Common Stock, $.01 par value 65,977,800
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APPLIED MEDICAL DEVICES, INC.
Form 10-QSB
Table of Contents
Part I. Financial Information............................................ 3
Consolidated Balance Sheets as of October 31, 1996 and
April 30, 1996............................................................ 4
Consolidated Statements of Operations for the three and six month periods
ended October 31, 1996, October 31, 1995 and Since Being a
Development Stage Company................................................ 5
Consolidated Statements of Cash Flows for the year-to-date periods ended
October 31, 1996, October 31, 1995, and Since Being a Development
Stage Company............................................................. 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................. 7
Part II. Other Information............................................... 7
Signature Page............................................................ 8
Form 10-QSB
Page 2 of 8
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APPLIED MEDICAL DEVICES, INC.
FORM 10-QSB
OCTOBER 31, 1996
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
The unaudited financial statements reflect all adjustments and contain all
information necessary, in the opinion of management, for a fair presentation of
the financial position and results of operation for the interim periods reported
when these statements are read in conjunction with the notes to financial
statements included in the Registrant's Form 10-KSB for the year ended April 30,
1996.
Form 10-QSB
Page 3 of 8
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APPLIED MEDICAL DEVICES, INC.
(A Developmental Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
OCTOBER 31, APRIL 30,
1996 1996
ASSETS
CURRENT -
Cash and cash equivalents $ 201,335 $ 214,845
Prepaid expenses 1,000 0
- -----------------------------------------------------------------------------
$ 202,335 $ 214,845
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES -
Accrued expenses $ 61 $ 61
- -----------------------------------------------------------------------------
COMMITMENTS
SHAREHOLDERS' EQUITY
Common Stock - $.01 par value,
75,000,000 shares authorized,
issued and outstanding 65,977,800
as of October 31, 1996 and April 30, 1996 659,778 659,778
Additional paid-in capital 4,172,128 4,172,128
Accumulated deficit (4,451,999) (4,451,999)
Deficit accumulated during the
development stage (177,633) (165,123)
- -----------------------------------------------------------------------------
Total stockholders' equity 202,274 214,784
- -----------------------------------------------------------------------------
$ 202,335 $ 214,845
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Form 10-QSB
Page 4 of 8
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APPLIED MEDICAL DEVICES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
THREE MONTHS Three Months SIX MONTHS Six Months Since Being
ENDED Ended ENDED Ended A
OCT. 31, 1996 Oct. 31, 1995 OCT. 31, 1996 Oct. 31, 1995 Development
Stage Company
<S> <C> <C> <C> <C> <C>
EXPENSES -
General and administrative $ 9,404 $ 6,666 $ 17,884 $13,818 $ 346,268
- ----------------------------------------------------------------------------------------------------------------------
OTHER INCOME:
Interest income 2,692 3,084 5,374 6,132 105,046
Other - - - 63 32,536
Gain from sale of
marketable securities - - - 4,340 31,053
- ----------------------------------------------------------------------------------------------------------------------
Total other income 2,692 3,084 5,374 10,535 168,635
- ----------------------------------------------------------------------------------------------------------------------
Net Loss $(6,712) $(3,582) $(12,510) $(3,283) $(177,633)
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
NET LOSS PER SHARE
OF COMMON STOCK NIL nil NIL nil
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING 65,977,800 65,977,800 65,977,800 65,977,800
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
Form 10-QSB
Page 5 of 8
<PAGE>
APPLIED MEDICAL DEVICES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
SIX MONTHS Six Months Since Being
ENDED ended A Development
OCT. 31, 1996 Oct. 31, 1995 Stage Company
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(12,510) $(3,283) $(177,633)
Adjustments to reconcile net loss to
cash used in operating activities:
Gain from sale of marketable securities - (4,340) (31,053)
Issuance of common stock for services - - 7,565
Changes in operating assets and liabilities:
Accounts receivable - (1,590) 4,903
Accrued expenses - (1) (43,049)
Other - - 10
Prepaid expenses (1,000) (1,000) (1,000)
- ------------------------------------------------------------------------------------------------------
Net cash used in operating activities (13,510) (10,214) (240,257)
- ------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES -
Proceeds from sale of marketable securities - 4,340 47,040
- ------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 139,368
Proceeds from exercise of stock warrants - - 98,000
- ------------------------------------------------------------------------------------------------------
Net cash provided by financing activities - - 237,368
- ------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (13,510) (5,874) 44,151
CASH AND CASH EQUIVALENTS,
beginning of period 214,845 227,122 157,184
- ------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
end of period $201,335 $221,248 $201,335
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
Form 10-QSB
Page 6 of 8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
PLAN OF OPERATION.
The Company has continued its efforts to acquire, merge with or
enter into another form of business combination with another entity, and the
Company plans to continue these efforts in the current fiscal year. The
Company is presently exploring a potential business combination, but has not
entered into any agreements. It is presently unknown whether a transaction
will be concluded. The Company considers its current cash and cash
equivalent balances adequate to satisfy its cash requirements for the next
twelve months. However, legal and accounting and other expenses could
increase significantly in connection with any contemplated business
combination. Due to the nature of the Company's present activities, however,
the Company is unable to predict its likely expenditures for professional
fees and other expenses. The Company has no major capital commitments.
The Company has no significant equipment and has not engaged in any
research or development activities during the past two fiscal years. At
present, the Company employs one person, on a part-time basis. The Company does
not expect any changes unless a suitable business combination is identified.
RESULTS OF OPERATIONS SIX MONTHS ENDED OCTOBER 31, 1996 AND OCTOBER 31, 1995.
During the six months ended October 31, 1996, the Company had a net
loss of approximately $12,500. The Company incurred general and administrative
costs of approximately $17,900. The Company's revenues consisted primarily of
interest on cash and other money market instruments of approximately $5,400.
During the six months ended October 31, 1995, the general and administrative
costs were approximately $13,800 and the Company's revenues consisted primarily
of approximately $6,100 from interest on cash and other money market
instruments, and approximately $4,300 from the gain on the sale of marketable
securities, resulting in a loss of approximately $3,300 for the period. As
detailed on the accompanying consolidated statements of cash flows, there
were no significant adjustments between the net loss and net change in cash.
As stated above in the Plan of Operations, due to the nature of the
Company's activities, the Company's prospects for the future are dependent on a
number of variables which cannot be predicted. Generally, if the Company were
to identify a potential business opportunity, it is likely that the Company
would incur significant costs in evaluating the desirability of an acquisition
or other form of business combination. Should the Company determine to proceed
with the business combination, the transaction costs could be significant.
Thereafter, results of operations would likely be materially affected by the
business acquired by the Company.
PART II. OTHER INFORMATION
Not Applicable
Form 10-QSB
Page 7 of 8
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APPLIED MEDICAL DEVICES, INC.
FORM 10-QSB
OCTOBER 31, 1996
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.
APPLIED MEDICAL DEVICES, INC.
Date: December 11, 1996 By: /s/ Allan K. Lager
-----------------------------------
Allan K. Lager, President
and Chief Financial Officer
Form 10-QSB
Page 8 of 8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-1-1996
<PERIOD-END> OCT-31-1996
<CASH> 201,335
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 202,335
<PP&E> 1,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 202,335
<CURRENT-LIABILITIES> 61
<BONDS> 0
0
0
<COMMON> 4,831,906
<OTHER-SE> (4,629,632)
<TOTAL-LIABILITY-AND-EQUITY> 202,335
<SALES> 0
<TOTAL-REVENUES> 5,374
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 17,884
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,510)
<INCOME-TAX> 0
<INCOME-CONTINUING> (12,510)
<DISCONTINUED> (12,510)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,510)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
