<PAGE>
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 JULY 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. 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 July 31, 2000
Common Stock, $.01 par value 65,977,800
<PAGE>
APPLIED MEDICAL DEVICES, INC.
Form 10-QSB
Table of Contents
<TABLE>
<S> <C>
Part I. Financial Information ....................................... 3
Consolidated Balance Sheets as of July 31, 2000 and April 30, 2000 ... 4
Consolidated Statements of Operations for the three month period
ended July 31, 2000 and Since Being a Development Stage Company ...... 5
Consolidated Statements of Cash Flows for the three month period
ended July 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>
APPLIED MEDICAL DEVICES, INC.
Form 10-QSB
July 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 July 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 three months ended July 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>
APPLIED MEDICAL DEVICES, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 31, April 30,
2000 2000
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT -
Cash and cash equivalents $ 122,395 $ 129,680
----------- -----------
$ 122,395 $ 129,680
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES -
Accrued expenses $ 794 $ 4,660
----------- -----------
SHAREHOLDERS' EQUITY
Common Stock - $.01 par value, 75,000,000 shares
authorized, issued and outstanding 65,977,800 as
of July 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 (258,306) (254,887)
----------- -----------
Total shareholders' equity 121,601 125,020
----------- -----------
$ 122,395 $ 129,680
----------- -----------
</TABLE>
Form 10-QSB
Page 4 of 9
<PAGE>
APPLIED MEDICAL DEVICES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Since Being
Three Months Three Months A Develop-
Ended Ended ment Stage
July 31, 2000 July 31, 1999 Company
------------- ------------- -----------
<S> <C> <C> <C>
Expenses -
General and
Administrative $ 5,168 $ 3,532 $ 456,047
---------- ---------- ---------
Other income:
Interest income 1,749 1,628 134,152
Other -- -- 32,536
Gain from sale of
marketable securities -- -- 31,053
---------- ---------- ---------
Total other income 1,749 1,628 197,741
---------- ---------- ---------
Net Loss $ (3,419) $ (1,904) (258,306)
========== ========== ========
Basic and diluted income
(loss) per share nil nil
========== ========== ========
Weighted average number
of common and common
equivalent shares
outstanding 65,977,800 65,977,800
========== ========== ========
</TABLE>
Form 10-QSB
Page 5 of 9
<PAGE>
APPLIED MEDICAL DEVICES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Since Being
ended ended A Development
July 31, 2000 July 31,1999 Stage Company
------------- ------------ -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $ (3,419) $ (1,904) $(258,306)
Adjustments to reconcile net loss to
cash used in operating activities:
Gain from sale of marketable securities -- -- (31,053)
Issuance of common stock for services -- -- 7,565
Changes in operating assets and liabilities:
Accounts receivable -- -- 4,903
Accrued expenses (3,866) 150 (42,316)
Other -- -- 10
--------- --------- ---------
Net cash used in operating activities (7,285) (1,754) (319,197)
INVESTING ACTIVITIES -
Proceeds from sale of marketable securities -- -- 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
--------- --------- ---------
Decrease in cash and cash equivalents (7,285) (1,754) (34,789)
Cash and cash equivalents,
beginning of period 129,680 146,121 157,184
--------- --------- ---------
Cash and cash equivalents,
end of period $ 122,395 $ 144,367 $ 122,395
--------- --------- ---------
</TABLE>
Form 10-QSB
Page 6 of 9
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The unaudited consolidated 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 three-month periods ended July 31, 2000, and
July 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. The Company has evaluated various entities, and in some instances,
engaged in discussions concerning possible arrangements. However, the Company
has not entered into any definitive agreements. Subsequent to the fiscal
year-end, the Company intensified its evaluation of a privately held company,
Nisco Systems, Inc. which was organized in 1999 to design and install high speed
telecommunications infrastructures for corporations, specializing in
inter-building, intra-building, outside-plant and corporate networks. The
Company has entered into a letter of intent for the merger of Nisco Systems,
Inc. into the Company. Completion of the merger is subject to several
conditions, including completion of due diligence, a definitive agreement to
merge (which will include customary representations and warranties) and
approvals of the Board of Directors and shareholders of both entities. The
Company is currently engaged in its due diligence evaluation of this merger
candidate and no assurance can be given that any agreement, arrangement or
understanding will be concluded regarding a merger with this entity or any other
entity in the future.
Form 10-QSB
Page 7 of 9
<PAGE>
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 to proceed with a business combination.
RESULTS OF OPERATIONS THREE MONTHS ENDED JULY 31, 2000 AND JULY 31, 1999
During the three months ended July 31, 2000, the Company had a net loss of
approximately $3,400. The Company incurred general and administrative costs of
approximately $5,200. The Company's revenues consisted solely of interest on
cash and other money market instruments of approximately $1,700. During the
three months ended July 31, 1999, the general and administrative costs were
approximately $3,500 and the Company's revenues consisted of approximately
$1,600 from interest on cash and other money market instruments, resulting in a
loss of approximately $1,900 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 Operation, due to the nature of the Company's
activities, the Company's prospects for the future are dependent on a number of
variables that 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 substantial. Thereafter, results of operations would likely be
materially affected by the business acquired by the Company.
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
Not Applicable.
Form 10-QSB
Page 8 of 9
<PAGE>
APPLIED MEDICAL DEVICES, INC.
FORM 10-QSB
JULY 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: September 15, 2000 By: /s/ Allan K. Lager
---------------------------
Allan K. Lager, President
and Chief Financial Officer
Form 10-QSB
Page 9 of 9
