<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 JANUARY 31, 1997
( ) 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 81657
offices) (Zip Code)
Registrant's telephone number, (970) 479-2800
including area code
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 February 18, 1997
Common Stock, $.01 par value 65,977,800
<PAGE>
APPLIED MEDICAL DEVICES, INC.
Form 10-QSB
Table of Contents
Part I. Financial Information......................................... 3
Consolidated Balance Sheets as of January 31, 1997 and
April 30, 1996......................................................... 4
Consolidated Statements of Operations for the three and nine month
periods ended January 31, 1997, January 31, 1996 and Since Being a
Development Stage Company.............................................. 5
Consolidated Statements of Cash Flows for the year-to-date periods
ended January 31, 1997, January 31, 1996, 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
<PAGE>
APPLIED MEDICAL DEVICES, INC.
FORM 10-QSB
JANUARY 31, 1997
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
<PAGE>
APPLIED MEDICAL DEVICES, INC.
(A Developmental Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
JANUARY 31, APRIL 30,
1997 1996
ASSETS
CURRENT -
Cash and cash equivalents $190,972 $214,845
Prepaid expenses 500 0
- -------------------------------------------------------------------------------
$191,472 $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 January 31, 1997 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 (188,496) (165,123)
- -------------------------------------------------------------------------------
Total stockholders' equity 191,411 214,784
- -------------------------------------------------------------------------------
$191,472 $214,845
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Form 10-QSB
Page 4 of 8
<PAGE>
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
JAN. 31, 1997 Jan. 31, 1996 JAN. 31, 1997 Jan. 31, 1996 Development
Stage Company
<S> <C> <C> <C> <C> <C>
EXPENSES -
General and administrative $13,365 $7,493 $31,249 $21,311 $359,633
- -----------------------------------------------------------------------------------------------------------
OTHER INCOME:
Interest income 2,502 2,921 7,876 9,053 107,548
Other - - - 63 32,536
Gain from sale of
marketable securities - - - 4,340 31,053
- -----------------------------------------------------------------------------------------------------------
Total other income 2,502 2,921 7,876 13,456 171,137
- -----------------------------------------------------------------------------------------------------------
Net Loss $(10,863) $(4,572) $(23,373) $(7,855) $(188,496)
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
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>
NINE MONTHS Nine Months Since Being
ENDED ended A Development
JAN. 31, 1997 Jan. 31, 1996 Stage Company
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(23,373) $(7,855) $(188,496)
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 - (1,616) 4,903
Accrued expenses - (1) (43,049)
Other - - 10
Prepaid expenses (500) (500) (500)
- -------------------------------------------------------------------------------------------------
Net cash used in operating activities (23,873) (14,312) (250,620)
- -------------------------------------------------------------------------------------------------
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 (23,873) (9,972) 33,788
CASH AND CASH EQUIVALENTS,
beginning of period 214,845 227,122 157,184
- -------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
end of period $190,972 $217,150 $190,972
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
Form 10-QSB
Page 6 of 8
<PAGE>
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 the Company determines and proceeds with a
business combination.
RESULTS OF OPERATIONS NINE MONTHS ENDED JANUARY 31, 1997 AND JANUARY 31, 1996.
During the nine months ended January 31, 1997, the Company had a
net loss of approximately $23,400. The Company incurred general and
administrative costs of approximately $31,300. The Company's revenues
consisted primarily of interest on cash and other money market instruments of
approximately $7,900. During the nine months ended January 31, 1996, the
general and administrative costs were approximately $21,300 and the Company's
revenues consisted primarily of approximately $9,100 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
$7,900 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, after
identifying a potential business opportunity, the Company could 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
<PAGE>
APPLIED MEDICAL DEVICES, INC.
FORM 10-QSB
JANUARY 31, 1997
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: March 12, 1997 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> 9-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 190,972
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 191,472
<PP&E> 500
<DEPRECIATION> 0
<TOTAL-ASSETS> 191,472
<CURRENT-LIABILITIES> 61
<BONDS> 0
0
0
<COMMON> 4,831,906
<OTHER-SE> 4,640,495
<TOTAL-LIABILITY-AND-EQUITY> 191,472
<SALES> 0
<TOTAL-REVENUES> 7,876
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 31,249
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (23,373)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23,373)
<DISCONTINUED> (23,373)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,373)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
