<PAGE> 1
U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2000
( ) 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)
7315 East Peakview Ave., Englewood, CO 80111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (720) 529-3550
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.
X Yes 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 October 31, 2000
Common Stock, $.01 par value 65,977,800
<PAGE> 2
APPLIED MEDICAL DEVICES, INC.
Form 10-QSB
Table of Contents
<TABLE>
<S> <C>
Part I. Financial Information................................................................................3
Balance Sheets as of October 31, 2000 and April 30, 2000......................................................4
Statements of Operations for the three and six-month period ended October 31,
2000 and Since Being a Development Stage Company..............................................................5
Statements of Cash Flows for the three and six-month period ended
October 31, 2000 and Since Being a Development Stage Company..................................................6
Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................................................................7&8
Part II. Other Information...................................................................................8
Signature Page................................................................................................9
</TABLE>
Form 10-QSB
Page 2 of 9
<PAGE> 3
APPLIED MEDICAL DEVICES, INC.
Form 10-QSB
October 31, 2000
Part I. Financial Information
Item I. Financial Statements
The accompanying unaudited financial statements include the accounts of Applied
Medical Devices, Inc. (the "Company"). The financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles.
In the opinion of management, the unaudited interim financial statements for the
period ended October 31, 2000 are presented on a basis consistent with the
audited financial statements and reflect all adjustments, consisting only of
normal recurring accruals, necessary for fair presentation of the results of
such period.
The results for the six months ended October 31, 2000 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's financial
statements of the period ended April 30, 2000.
Form 10-QSB
Page 3 of 9
<PAGE> 4
APPLIED MEDICAL DEVICES, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, April 30,
2000 2000
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT -
Cash and cash equivalents $ 250,348 $ 129,680
----------- -----------
$ 250,348 $ 129,680
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES -
Accrued expenses $ 55,209 $ 4,660
----------- -----------
SHAREHOLDERS' EQUITY
Common Stock - $.01 par value, 75,000,000 shares
authorized, issued and outstanding 65,977,800
as of October 31, 2000 and April 30, 2000 $ 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 (184,768) (254,887)
----------- -----------
Total shareholders' equity 195,139 125,020
----------- -----------
$ 250,348 $ 129,680
----------- -----------
</TABLE>
Form 10-QSB
Page 4 of 9
<PAGE> 5
APPLIED MEDICAL DEVICES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months Since Being
Ended Ended Ended Ended A Development
Oct. 31, 2000 Oct, 31, 1999 Oct. 31, 2000 Oct.31, 1999 Stage Company
------------- ------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Expenses -
General and
Administrative $ 82,962 $ 7,117 $ 88,129 $ 10,649 $ 539,009
------------ ------------ ------------ ------------ ------------
Other income:
Interest income 1,528 1,612 3,276 3,241 135,680
Other -- -- -- -- 32,536
Gain from sale of
marketable securities 154,972 -- 154,972 -- 186,025
------------ ------------ ------------ ------------ ------------
Total other income 156,500 1,612 158,248 3,241 354,241
------------ ------------ ------------ ------------ ------------
Net Income (Loss) $ 73,538 $ (5,505) $ 70,119 $ (7,408) (184,768)
============ ============ ============ ============ ============
Basic and diluted income
(loss) per share nil nil nil nil
============ ============ ============ ============ ============
Weighted average number
of common and common
equivalent shares
outstanding 65,977,800 65,977,800 65,977,800 65,977,800
============ ============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
Form 10-QSB
Page 5 of 9
<PAGE> 6
APPLIED MEDICAL DEVICES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Six Months Since Being
ended ended A Development
October 31, 2000 October 31,1999 Stage Company
---------------- --------------- --------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income (loss) $ 70,119 $ (7,408) $ (184,768)
Adjustments to reconcile net loss to
cash used in operating activities:
Gain from sale of marketable securities (154,972) -- (186,025)
Issuance of common stock for services -- -- 7,565
Changes in operating assets and liabilities:
Accounts receivable -- -- 4,903
Accrued expenses 50,549 (250) 12,099
Other -- -- 10
-------------- -------------- --------------
Net cash used in operating activities (34,304) (7,658) (346,216)
INVESTING ACTIVITIES -
Proceeds from sale of marketable securities 154,972 -- 202,012
-------------- -------------- --------------
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
-------------- -------------- --------------
Decrease in cash and cash equivalents 120,668 (7,658) 93,164
Cash and cash equivalents,
beginning of period 129,680 146,121 157,184
-------------- -------------- --------------
Cash and cash equivalents,
end of period $ 250,348 $ 138,463 $ 250,348
============== ============== ==============
</TABLE>
Form 10-QSB
Page 6 of 9
<PAGE> 7
Item 2.
Management's Discussion and Analysis or Plan of Operation.
The unaudited financial statements and related notes have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such rules and regulations. The
accompanying financial statements and related notes should be read in
conjunction with the audited financial statements of the Company, and notes
thereto, for the year ended April 30, 2000.
The following review concerns the six-month periods ended October 31, 2000, and
October 31, 1999, which should be read in conjunction with the financial
statements and notes thereto presented in this Form 10-QSB.
The information set forth in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" below includes "forward looking statements"
within the meaning of Section 27A of the Securities Act, and is subject to the
safe harbor created by that section. Factors that could cause actual results to
differ materially from these contained in the forward looking statements are set
forth in "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
Plan of Operation
Applied Medical Devices, Inc., (a development stage company) the Registrant (the
"Company"), was incorporated under the laws of the State of Colorado on February
5, 1979. Until 1986, the Company engaged in the development and sale of medical
devices and medical technology. The Company's efforts in the medical products
industry were unsuccessful, and the Company accumulated a substantial deficit
since inception. In July 1986, the Company determined to discontinue its
operations in the medical products industry. The Company reduced its staff and
commenced its present activities, which consist of the search for an
acquisition, merger or other form of business combination with an existing
business. Subsequent to the fiscal year-end of April 30, 2000, the Company
intensified its evaluation of a privately held company, NISCO Systems, Inc.
("NISCO"). NISCO was organized in 1999 to design and install high-speed
telecommunications infrastructures for corporations, specializing in complex
inter-building, intra-building, outside plant and corporate networks. On
November 17, 2000, the Company entered into an agreement to merge with NISCO
(the "Merger").
The Merger is expected to be effected through a business combination with
Applied Medical Merger Corp., a corporation newly formed by the Company to be
the surviving corporation in the Merger. Upon completion of the Merger, the name
of the surviving corporation will be changed to NISCO Systems, Inc.
Completion of the Merger is subject to the approval of the Company's
shareholders and customary closing conditions. It is anticipated that a
registration statement will be filed in
Form 10-QSB
Page 7 of 9
<PAGE> 8
connection with the proposed Merger that will include additional information
regarding the proposed Merger.
The Company expects to incur substantial legal, accounting and filing fees, as
well as printing and mailing and other costs in connection with the proposed
Merger.
Results of Operations Six Months Ended October 31, 2000 and October 31, 1999
During the six months ended October 31, 2000, the Company had net income of
approximately $70,100. The Company's revenues consisted of gains from the sale
of marketable securities that were previously written off of $155,000 and
interest on cash and other money market instruments of approximately $3,300. The
Company incurred general and administrative costs of approximately $88,100 of
which $55,000 were bonuses paid to board members and consultants. During the six
months ended October 31, 1999, the general and administrative costs were
approximately $10,600 and the Company's revenues consisted solely of interest on
cash and other money market instruments of approximately $3,200, resulting in a
loss of approximately $7,400 for the period. As detailed on the accompanying
statements of cash flows, there were no significant adjustments between the net
income (loss) and net change in cash.
The financial statements reflect all adjustments that are, in the opinion of
management, necessary for a fair statement of the results for the periods
presented.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K.
(b) Reports on Form 8-K. A Report on Form 8-K was filed on
November 20, 2000, reporting under Item 5, the agreement regarding the proposed
Merger involving NISCO Systems, Inc.
Form 10-QSB
Page 8 of 9
<PAGE> 9
APPLIED MEDICAL DEVICES, INC.
FORM 10-QSB
OCTOBER 31, 2000
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 14, 2000 By: /s/ Allan K. Lager
---------------------------
Allan K. Lager, President
and Chief Financial Officer
Form 10-QSB
Page 9 of 9
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
