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 June 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)
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 October 6, 1999
----- ---------------------------------
Common Stock, $.001 par value 44,031
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Quarterly Report on Form 10-QSB for the Three Months Ended June 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 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 June 30, 1999 (unaudited), and
December 31, 1998 3
Statements of Operations for the Three Months Ended
June 30, 1999, and 1998 (unaudited) 4
Statements of Cash Flows for the Three Months Ended
June 30, 1999(unaudited), and 1998 (unaudited) 5
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Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
Associated Medical Devices, Inc.- Page 2
<PAGE>
<TABLE>
<CAPTION>
Associated Medical Devices, Inc.
--------------------------------
(a development-stage company)
Balance Sheets as at
June 30, 1999 (unaudited), and December 31, 1998
ASSETS
June 30, 1999 December 31, 1998
------------- -----------------
<S> <C> <C>
(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 44 44,094
Common stock, $.001 par value
per share, 50,000,000 shares authorized
44,031 issued and outstanding
on June 30, 1999
Additional paid-in Capital 2,764,944 2,708,394
Deficit Accumulated During
Development Stage (2,764,988) (2,756,736)
Total Shareholders? Equity (Deficit) -0- (4,248)
Total Liabilities and
Shareholders? Equity -0- -0-
</TABLE>
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Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
Associated Medical Devices, Inc.- Page 3
<PAGE>
Associated Medical Devices, Inc.
--------------------------------
(a development-stage company)
Statements of Operations For the Three Months Ended
June 30, 1999 (unaudited), and June 30, 1998 (unaudited)
June 30, 1999 June 30, 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 372 -0-
Office Supplies -0- -0-
Total Expenses 372 -0-
Net Income (Loss) Before Taxes (372) -0-
Net Income (Loss) (372) -0-
Primary Earnings Per Common Share NA -0-
Net Earnings (Loss) Nil -0-
Weighted Average Number of 37,163 19,031
Common Shares Outstanding
Fully Diluted Earnings Per
Common Share Nil -0-
Net Earnings (Loss) Per
Common Share Nil -0-
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Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
Associated Medical Devices, Inc.- Page 4
<PAGE>
Associated Medical Devices, Inc.
--------------------------------
(a development-stage company)
Statements of Cash Flows for the Three Months Ended
June 30, 1999 (unaudited), and June 30, 1998 (unaudited)
June 30, 1999 June 30, 1998
------------- -------------
(unaudited) (unaudited)
Cash Flows from Operating
Activities -0- -0-
Decrease in Accrued Liabilities (12,500) -0-
New Cash Used from
Operating Activities -0- -0-
Cash Flows from Investing
Activities -0- -0-
Sale of Common Stock 12,500
Total Cash Flow from
Financing Activities 12,500 -0-
Cash at Beginning of Period -0- -0-
Net increase (decrease) -0- -0-
Cash at End of Period -0- -0-
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Quarterly Report on Form 10-QSB for the Three Months Ended June 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.
The Company has had no operations, assets or liabilities since 1987.
Accordingly, the Company is dependent upon management and/or significant
shareholders to provide sufficient working capital to preserve the integrity of
the corporate entity at this time. It is the intent of management and
significant to provide sufficient working capital necessary to support and
preserve the integrity of the corporate entity.
During interim period, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the Securities and Exchange Commission. The
accompanying financial statement do not include all disclosures required by
generally accepted accounting principles. Users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained in its Annual Report pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 on Form 10-KSB when reviewing the interim
financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessary indicative
of results which ultimately will be reported for the full fiscal year ending
December 31, 1999.
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.
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Quarterly Report on Form 10-QSB for the Three Months Ended June 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.
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Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
Associated Medical Devices, Inc.- Page 7
<PAGE>
Note D- Subsequent Event
On September 7, 1999, the Company filed a Form S-8 Registration under The
Securities Act of 1933 with the United States Securities and Exchange Commission
to register an aggregate 389,350 shares of common stock issued 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 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
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Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
Associated Medical Devices, Inc.- Page 8
<PAGE>
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
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.
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Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
Associated Medical Devices, Inc.- Page 9
<PAGE>
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.
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: October 6, 1999 Associated Medical Devices, Inc.
By: /s/Glenn A. Little
-----------------------------------
Glenn A. Little
President and Principal
Financial Officer
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Quarterly Report on Form 10-QSB for the Three Months Ended June 30, 1999
Associated Medical Devices, Inc.- Page 10
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<PERIOD-START> APR-01-1999
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