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 SEPTEMBER 30, 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)
1005-750 W. PENDER ST, VANCOUVER, BC, CANADA V6C 2T8
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(604) 681-6186
(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 November 12, 1999
----- -----------------------------------
Common Stock, $.001 par value 433,381
Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
Associated Medical Devices, Inc.- Page 1
<PAGE>
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 nine
months ended September 30, 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 June 30, 1999 (unaudited), and
December 31, 1998 3
Statements of Operations for the Three & Nine Months Ended
September 30, 1999, and 1998 (unaudited) 4
Statements of Cash Flows for the Nine Months Ended
September 30, 1999(unaudited), and 1998 (unaudited) 5
Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
Associated Medical Devices, Inc.- Page 2
<PAGE>
Associated Medical Devices, Inc.
----------------------------------------
(a development-stage company)
Balance Sheets as at
September 30, 1999 (unaudited), and December 31, 1998
ASSETS
Sep 30, 1999 December 31, 1998
------------ -----------------
(unaudited) (audited)
Cash -0- -0-
Total Assets -0- -0-
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts Payable -0- 4,248
Total Liabilities -0- 4,248
Shareholders Equity
Common Stock, $.001 par value
per share; 50,000,000 shares
authorized, 19,031 shares
issued and outstanding on Dec 31, 1998 433 19
Common stock, $.001 par value
per share, 50,000,000 shares authorized
433,381 issued and outstanding
on September 30, 1999
Additional paid-in Capital 2,959,186 2,752,469
Deficit Accumulated During
Development Stage (2,959,619) (2,752,488)
Total Shareholders Equity (Deficit) -0- (4,248)
Total Liabilities and
Shareholders Equity -0- -0-
============ ============
Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
Associated Medical Devices, Inc.- Page 3
<PAGE>
Associated Medical Devices, Inc.
(a development-stage company)
Statements of Operations
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEP 30 NINE MONTHS ENDED SEP 30
1999 1998 1999 1998
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue -0- -0- -0- -0-
Total Revenue -0- -0- -0- -0-
-------------------- ----------------------- ------------------- --------------
Expenses
Consulting Fees 184,875 -0- 184,875 -0-
Professional Fees 10,000 -0- 10,000 -0-
Regulatory Expense -0- -0- -0- -0-
Advertising and Marketing -0- -0- -0- -0-
Miscellaneous Expense 372 -0- 372 -0-
Office Supplies -0- -0- -0- -0-
-------------------- ----------------------- ------------------- --------------
Total Expenses 190,047 -0- 190,047 -0-
-------------------- ----------------------- ------------------- --------------
Net Income (Loss) Before Taxes (190,047) -0- (190,047) -0-
-------------------- ----------------------- ------------------- --------------
Net Income (Loss) (190,047) -0- (190,047) -0-
==================== ======================= =================== ==============
Weighted Average Number of 162,376 19,031 65,466 19,031
Common Shares Outstanding
Fully Diluted Earnings Per (1.17) -0- (2.90) -0-
Common Share
Net Earnings (Loss) Per (1.17) -0- (2.90) -0-
Common Share
</TABLE>
Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
Associated Medical Devices, Inc.- Page 4
<PAGE>
Associated Medical Devices, Inc.
(a development-stage company)
Statements of Cash Flows
Nine Months Ended
Sep 30, 1999 Sep 30, 1998
------------ ------------
(unaudited) (unaudited)
Cash Flows from Operating -0- -0-
Activities
------------------------ ----------------------
Decrease in Accrued Liabilities (12,500) -0-
------------------------ ----------------------
New Cash Used from -0- -0-
Operating Activities
Cash Flows from Investing -0- -0-
Activities
Sale of Common Stock 12,500 -0-
Total Cash Flow from 12,500 -0-
Financing Activities
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 September 30, 1999
Associated Medical Devices, Inc.- Page 5
<PAGE>
Notes to Financial Statements
Note A - Organization and Description of Business
Associated Medical Devices, Inc. (Company) was incorporated under the laws of
Nevada on March 11, 1980 for the development and marketing of various devices.
Due to the non-payment of required fees and filing of required reports, the
Company forfeited its corporate charter during 1986 and was revived in February
1995. The company had an initial year-end of May 31 and, effective December 31,
1997, the Company's Board of Directors changed its year-end to December 31.
In September 1980, the Company successfully completed a public offering,
pursuant to a Registration Statement under the Securities Act of 1933, raising
net proceeds to the Company of approximately $1,957,000. The Company was
unsuccessful in its attempts to bring several medical devices to the marketplace
and the Company became insolvent by the second quarter of 1987. All assets,
liabilities and operations were subsequently liquidated and the Company became
dormant.
Pursuant to an agreement dated as of July 1, 1999, and finally executed on
October 20, 1999, John F. Huguet ("Huguet") and Gold Crown Holdings Limited, a
corporation organized under the laws of Jersey ("Gold Crown) acquired 4,968,000
restricted shares of The Company's common stock, comprising approximately 85% of
the Company's issued and outstanding Shares, in exchange for 100% of the issued
and outstanding common stock of Euro American Business Group, Inc., a New York
corporation owned by Huguet and Gold Crown. Contemporaneously thereto, Huguet
and Gold Crown purchased 25,000 shares of Registrant's common stock from Glenn
A. Little, a director of the Company. In anticipation of the execution of the
above agreement, On October 7, 1999, the directors of the Company tendered their
resignations as directors of the Company and appointed new directors and
officers.
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to SEC Form 10-QSB, and therefore, do not include all
information necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles.
In the opinion of management, all adjustments (consisting of only normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the nine months period ended September 30, 1999
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. The unaudited consolidated financial statement should
be read in conjunction with the Company's annual report on 10-KSB for the
year-ended December 31, 1998.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
Associated Medical Devices, Inc.- Page 6
<PAGE>
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
For Statement of Cash Flow purposes, the Company considers all cash on hand and
in banks, including accounts in overdraft position, certificates of deposits and
other highly-liquid investments with maturities of three months or less, when
purchased, to be cash and cash equivalents.
2. Income taxes
The Company files its own separate federal income tax return. The Company has no
net operating loss carry forwards available to offset financial statements or
tax return income in future periods.
3. Loss per share
Basic earnings (loss) per share in computed by dividing the net income (loss) by
the weighted-average number of shares of common stock and common stock
equivalents (primarily outstanding options and warrants). Common stock
equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method. The
calculation of fully dilutive earnings (loss) per shares assumes the dilutive
effect of the exercise of outstanding options and warrants at either the
beginning of the respective period presented or the date of issuance, whichever
is later.
Note C - Common Stock Transactions
Effective December 31, 1997, the Company's Board of Directors approved the
retirement and cancellation of 30,000 shares of outstanding common stock held by
the Company as treasury stock.
Effective April 21, 1999, as approved a the Company's Annual Meeting of
Shareholders on March 1, 1999, the Company executed an one for five (1 for 5)
reverse stock split. The effect of this transaction is reflected in the
accompanying financial statements as of the first day of the first period
presented.
On April 21, 1999, the Company sold 12,500,000 shares of restricted,
unregistered stock to an entity controlled by the Company's President for
$12,500 cash. The proceeds were used to pay various operating and reorganization
expenses of the Company and reimburse the Company's majority shareholder for
expenses paid on behalf of the Company.
Effective July 12, 1999, as approved by a majority of shareholders, the Company
executed a one for fifty reverse split. The effect of this transaction is
reflected in the accompanying financial statements as of the first day of the
first period presented.
Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
Associated Medical Devices, Inc.- Page 7
<PAGE>
On September 24, 1999, the Company issued 389,350 common shares under a Form S-8
Registration under The Securities Act of 1933 with the United States Securities
and Exchange Commission pursuant to the Dominick Pope Consulting Agreement and
the Steven L. Siskind Esq. Legal Consulting Agreement. These shares were valued
at an aggregate of $194,675 which approximates the "fair value" of the services
rendered to the Company and of the stock itself.
Note D - Subsequent Event
Pursuant to an agreement dated as of July 1, 1999, and finally executed on
October 20, 1999, John F. Huguet ("Huguet") and Gold Crown Holdings Limited, a
corporation organized under the laws of Jersey ("Gold Crown") will acquire
4,968,000 restricted shares of The Company's common stock, comprising
approximately 85% of the Company's issued and outstanding Shares, in exchange
for 100% of the issued and outstanding common stock of Euro American Business
Group, Inc., a New York corporation owned by Huguet and Gold Crown.
Contemporaneously thereto, Huguet and Gold Crown purchased 25,000 shares of
Registrant's common stock from Glenn A. Little, a director of the Company. In
anticipation of the execution of the above agreement, On October 7, 1999, the
directors of the Company tendered their resignations as directors of the Company
and appointed new directors and Officers.
On October 18, 1999, the Company's directors authorized a forward split of the
Company's oustanding shares of common stock on a one share for 3.5 share basis,
increasing the number of issued and outstanding shares of the Company's common
stock to 20,454,833, to be effective October 28, 1999. At the same time, the
directors resolved that the Company amend its Certificate of Incorporation to
change its name to Yournet, Inc.
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
Under its new management, the Company's mission is to become a leading
provider of low cost internet access utilizing easy to use appliances and
technologies; and to empower this consumer base and content partners with an
effective and organized online service for each market..
Following months of review and competitive negotiations, the Company
signed a letter of intent on October 12, 1999 to acquire ISPG, the Internet
Service Provider Group, (`The Group') a significant internet service provider in
the United Kingdom. The Group through its Web Traffic entity has been able to
assemble a technologically advanced presence in the U.K. through its "Preferred
Partnership" with MCI Worldcom (WCOM) - NASDAQ. Connectivity to the United
States as well as other areas of Western Europe is on par or exceeds the norms
in the industry.
Although most Internet access is free of charge in Europe, the Company
will derive revenues for telecommunication time and consulting fees. The Company
recognizes there is untapped potential for continued growth within the ISP
Markets of the United Kingdom, as well as virtually new markets for the MyWeb
set-top boxes which will provide affordable and easy access to the Internet.
The business model of the Company will derive its revenues from many
venues including: the sale of the television set-top boxes, e-commerce, ISP
charges, internet content agreements, licensing agreements with
telecommunication companies and ISP's and a wide variety of International
Internet electronic Commerce.
Quarterly Report on Form 10-QSB for the Three Months Ended September 30, 1999
Associated Medical Devices, Inc.- Page 8
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
Effective April 21, 1999, as approved a the Company's Annual Meeting of
Shareholders on March 1, 1999, the Company executed an one for five (1 for 5)
reverse stock split. The effect of this transaction is reflected in the
accompanying financial statements as of the first day of the first period
presented.
Effective July 12, 1999, as approved by a majority of shareholders, the Company
executed a one for fifty reverse split. The effect of this transaction is
reflected in the accompanying financial statements as of the first day of the
first period presented.
Effective September 24, 1999, the Company issued 389,350 common shares under a
Form S-8 Registration under The Securities Act of 1933 with the United States
Securities and Exchange Commission pursuant to the Dominick Pope Consulting
Agreement and the Steven L. Siskind Esq. Legal Consulting Agreement. These
shares were valued at an aggregate of $194,675 which approximates the "fair
value" of the services rendered to the Company and of the stock itself.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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: November 9, 1999 Associated Medical Devices, Inc.
By: /s/ John F. Huguet
John F. Huguet
President
Quarterly Report on Form 10-QSB for the Nine Months Ended September 30, 1999
Associated Medical Devices, Inc.- Page 9
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
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<BONDS> 0
0
0
<COMMON> 433
<OTHER-SE> (433)
<TOTAL-LIABILITY-AND-EQUITY> 0
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<OTHER-EXPENSES> 190,047
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (190,047)
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