Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
[ X ] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1999
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File No. 09489
Associated Medical Devices, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0164955
(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
211 West Wall, Midland, Texas 79701
(Address of Principal Executive Offices, including Zip Code)
(915) 682-1761
(Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days:
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
Class Outstanding as of April 14, 1999
----- --------------------------------
Common Stock, $.001 par value 44,123,967
Quarterly Report on Form 10-QSB for the Three Months Ended March 31, 1999
Associated Medical Devices, Inc.- Page 1
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying interim unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included, and the disclosures are adequate to
make the information presented not misleading. Operating results for the three
months ended March 31, 1999, are not necessarily indicative of the results that
may be expected for the year ended December 31, 1999. These statements should be
read in conjunction with the financial statements and notes thereto included in
the Annual Report on Form 10-KSB (filed with the Securities and Exchange
Commission) for the year ended December 31, 1998.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Associated Medical Devices, Inc.
(a development-stage company)
Page
Balance Sheets as at March 31, 1999 (unaudited), and
December 31, 1998 3
Statements of Operations for the Three Months Ended
March 31, 1999, and 1998 (unaudited) 4
Statements of Cash Flows for the Three Months Ended
March 31, 1999(unaudited), and 1998 (unaudited) 5
Quarterly Report on Form 10-QSB for the Three Months Ended March 31, 1999
Associated Medical Devices, Inc.- Page 2
<PAGE>
<TABLE>
<CAPTION>
Associated Medical Devices, Inc.
(a development-stage company)
Balance Sheets as at
March 31, 1999 (unaudited), and December 31, 1998
ASSETS
March 31, 1999 December 31, 1998
(unaudited) (Audited)
<S> <C> <C>
Cash -0- -0-
Total Assets -0- -0-
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts Payable 4,248
Due to controlling shareholder 12,128
Total Liabilities 12,128 4,248
Shareholders' Equity
Common Stock, $.001 par value
per share; 50,000,000 shares
authorized, 44,123,967 shares
issued and outstanding 44,094 44,094
Additional paid-in Capital 2,708,394 2,708,394
Deficit Accumulated During
Development Stage (2,764,616) (2,756,736)
Total Shareholders' Equity (Deficit) (12,128) (4,248)
Total Liabilities and
Shareholders' Equity -0- -0-
</TABLE>
Quarterly Report on Form 10-QSB for the Three Months Ended March 31, 1999
Associated Medical Devices, Inc.- Page 3
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Associated Medical Devices, Inc.
(a development-stage company)
Statements of Operations For the Three Months Ended
March 31, 1999 (unaudited), and March 31, 1998 (unaudited)
March 31, 1999 March 31, 1998
(unaudited) (unaudited)
Revenue -0- -0-
Total Revenue -0- -0-
Expenses
Professional Fees -0- -0-
Regulatory Expense -0- -0-
Advertising and Marketing -0- -0-
Miscellaneous Expense 7880 -0-
Office Supplies -0- -0-
Total Expenses 7880 -0-
Net Income (Loss) Before Taxes 7880 -0-
Net Income (Loss) (7880) -0-
Primary Earnings Per Common Share NA -0-
Net Earnings (Loss) NA -0-
Weighted Average Number of 44,123,967 44,123,967
Common Shares Outstanding
Fully Diluted Earnings Per
Common Share NA -0-
Net Earnings (Loss) Per
Common Share NA -0-
Quarterly Report on Form 10-QSB for the Three Months Ended March 31, 1999
Associated Medical Devices, Inc.- Page 4
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Associated Medical Devices, Inc.
(a development-stage company)
Statements of Cash Flows for the Three Months Ended
March 31, 1999 (unaudited), and March 31, 1998 (unaudited)
March 31, 1999 March 31, 1998
(unaudited) (unaudited)
Cash Flows from Operating
Activities -0- -0-
Increase in Accrued Liabilities 7880 -0-
New Cash Used from
Operating Activities -0- -0-
Cash Flows from Investing
Activities -0- -0-
Total Cash Flow from
Financing Activities -0- -0-
Cash at Beginning of Period -0- -0-
Net increase (decrease) -0- -0-
Cash at End of Period -0- -0-
Quarterly Report on Form 10-QSB for the Three Months Ended March 31, 1999
Associated Medical Devices, Inc.- Page 5
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Discussion of Financial Condition
The Company currently has no revenues, no operations and owns no
assets. The Company will remain illiquid until such time as a business
combination transaction occurs, if ever. No prediction of the future financial
condition of the Company can be made.
Plan of Business
General. The Company intends to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination
opportunities beyond the preliminary negotiations stage and those negotiations
are subsequently terminated, it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination opportunities before
any successful combination can be consummated. In that event, the Company's
common stock will become worthless and holders of the Company's common stock
will receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.
Combination Suitability Standards. In its pursuit for a combination
partner, the Company's management intends to consider only combination
candidates which are profitable or, in management's view, have growth potential.
The Company's management does not intend to pursue any combination proposal
beyond the preliminary negotiation stage with any combination candidate which
does not furnish the Company with audited financial statements for at least its
most recent fiscal year and unaudited financial statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial statements in a timely manner. The Company will, if
necessary funds are available, engage attorneys and/or accountants in its
efforts to investigate a combination candidate and to consummate a business
combination. The Company may require payment of fees by such combination
candidate to fund the investigation of such candidate. In the event such a
combination candidate is engaged in a high technology business, the Company may
also obtain reports from independent organizations of recognized standing
covering the technology being developed and/or used by the candidate. The
Company's limited financial resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
Quarterly Report on Form 10-QSB for the Three Months Ended March 31, 1999
Associated Medical Devices, Inc.- Page 6
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the Company will have sufficient funds to obtain such reports when considering
combination proposals or candidates. To the extent the Company is unable to
obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge
of the Company's officers and directors, neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:
(1) will not have been convicted of securities fraud, mail fraud,
tax fraud, embezzlement, bribery, or a similar criminal
offense involving misappropriation or theft of funds, or be
the subject of a pending investigation or indictment involving
any of those offenses;
(2) will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as issuer, underwriter,
broker, dealer, or investment advisor, may be the subject of
any pending investigation or a defendant in a pending lawsuit
arising from or based upon allegations of unlawful
transactions in securities; or
(3) will not have been a defendant in a civil action which
resulted in a final judgement against it or him awarding
damages or rescission based upon unlawful practices or sales
of securities.
The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not generally take other steps to verify independently
information obtained in this manner which is favorable. Unless something comes
to their attention which puts them on notice of a possible disqualification
which is being concealed from them, such persons will rely on information
received from the management of the prospective combination candidate and from
others who may be involved in the combination proceedings.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
A 5 for 1 reverse stock split was approved by stockholders at the
meeting held March 24, 1999 effective for stockholders as of March 31, 1999,
however, there no change in par value.
Item 3. Defaults upon Senior Securities.
None.
Quarterly Report on Form 10-QSB for the Three Months Ended March 31, 1999
Associated Medical Devices, Inc.- Page 7
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Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders was held on March 24, 1999. The
following matters were considered and acted upon: election of directors,
ratification of the independent auditor and a 5 for 1 reverse split of the
common stock.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 14, 1999 Associated Medical Devices, Inc.
By: /s/Glenn A. Little
---------------------------
Glenn A. Little
President and
Principal Financial Officer
Quarterly Report on Form 10-QSB for the Three Months Ended March 31, 1999
Associated Medical Devices, Inc.- Page 8
