<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1996
Commission File Number 0-16472
AUTOMEDIX SCIENCES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Illinois 36-3021754
------------------------------- ----------------------
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2801 Barranca Parkway, Irvine, California 92714
-----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 559-5300
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities and Exchange Act of 1934
during the the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to file
such filing requirements for the past ninety days.
Yes No X
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:
11,255,416 shares of common stock, $0.01 Par Value and
--------------------------------------------------------
1,244,584 shares of Class B Common Stock, $0.01 Par Value
---------------------------------------------------------
outstanding at July 25, 1996
----------------------------
<PAGE> 2
AUTOMEDIX SCIENCES, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page Number
<S> <C>
PART I. FINANCIAL INFORMATION
(Information for the three months ended June 30, 1996 and the nine months
ended June 30, 1996 is unaudited)
Financial statements:
Balance sheets as of June 30, 1996, and September 30, 1995 ...... I - 1
Statements of operations for the three months and nine months
ended June 30, 1996 and three and nine months ended June 30,
1995 ............................................................ II - 2
Statements of cash flows for the nine months ended June 30, 1996
and 1995 ........................................................ III - 3
Notes to financial statements ................................... IV - 4
Management's discussion and analysis of Financial Condition and
results of operations ........................................... V - 5
PART II - OTHER INFORMATION
Other information ............................................... VI - 1
Signatures ...................................................... VI - 2
</TABLE>
<PAGE> 3
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1996 1995
----------- -----------
<S> <C> <C>
Current assets:
Cash $ 0 $ 0
Other current assets 0 0
----------- -----------
Total current assets 0 0
Property, and equipment, net of accumulated
depreciation of $0 0 0
Other assets 0 0
----------- -----------
Total assets $ 0 $ 0
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 0 $ 0
----------- -----------
Total current liabilities 0 0
----------- -----------
Stockholders' equity:
Common stock $.01 par value, authorized, 20,000,000 shares
issued and outstanding 11,255,416 for each year 112,555 112,555
Class B Common stock, $.01 par value, authorized
2,250,000 shares issued and outstanding 1,244,584
for each year 12,445 12,445
Capital in excess of par value 5,799,059 5,799,059
Accumulated deficit during the development stage (5,924,059) (5,924,059)
----------- -----------
0 0
Total stockholders' equity 0 0
----------- -----------
Total liabilities & stockholders' equity $ 0 $ 0
=========== ===========
</TABLE>
See accompanying notes to financial statements
I-1
<PAGE> 4
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period From
Three Months Nine Months Inception to
Ended June 30, Ended June 30, June 30,
1996 1995 1996 1995 1996
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Income:
Interest $ 0 $ 0 $ 0 $ 0 $ 783,037
Other 0 0 0 0 110,097
----------- ----------- ----------- ----------- -----------
0 0 0 0 893,134
----------- ----------- ----------- ----------- -----------
Cost and expenses:
Research and development $ 0 $ 0 $ 0 $ 0 2,998,312
Salaries and wages 0 0 0 0 1,592,185
Legal and professional fees 0 0 0 0 505,659
Rent 0 0 0 0 161,902
Depreciation and amortization 0 0 0 0 227,287
Other general and administration
expenses 0 0 0 0 1,331,848
----------- ----------- ----------- ----------- -----------
0 0 0 0 6,817,193
----------- ----------- ----------- ----------- -----------
Net loss $ 0 0 0 0 $(5,924,059)
----------- ----------- ----------- ----------- -----------
Net loss per share $ .00 .00 .00 .00 $ (0.67)
----------- ----------- ----------- ----------- -----------
Weighted average common shares
outstanding 12,500,000 12,500,000 12,500,000 12,500,000 8,940,600
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
II-2
<PAGE> 5
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED
JUNE 30, 1996 AND 1995
<TABLE>
<CAPTION>
Period From
Inception to
June 30,
1996 1995 1996
-- -- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $0 $0 $(5,924,059)
Adjustments to reconcile net loss to
net cash used by operating activities
Depreciation and amortization 0 0 243,209
Loss on sale of property and
equipment 0 0 8,317
Compensation expense related to
issuance of stock 0 0 275,674
Other current assets 0 0 6,967
Other assets 0 0 45,560
Accounts payable 0 0 0
-- -- -----------
Net cash used by operating
activities 0 0 (5,344,332)
-- -- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of certificates of deposits
and marketable securities 0 0 (3,599,636)
Redemption of certificates of deposits
and sale of marketable securities 0 0 3,599,636
Patents, licenses and organizational
costs 0 0 (32,827)
Disposals (purchase) of property and
equipment, net 0 0 (230,967)
-- -- -----------
Net cash provided (used) by
investing activities 0 0 (263,794)
-- -- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of ownership interests
prior to acquisition by Trimedyne 0 0 552,659
Proceeds from sale of common stock and
exercise of stock options 0 0 5,095,840
Capitalized lease obligations 0 0 79,263
Payments on capital lease obligations 0 0 (79,263)
Purchase of long-term deposit and other
assets 0 0 (40,259)
Repurchase of 113,880 shares of Class B
common stock 0 0 (114)
-- -- -----------
Net cash provided by financing
activities 0 0 5,608,126
-- -- -----------
Net decrease in cash 0 0 0
Cash, beginning of period 0 0 0
-- -- -----------
Cash, end of period $0 $0 $ 0
== == ===========
</TABLE>
See accompanying notes to financial statements
III-3
<PAGE> 6
AUTOMEDIX SCIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
JUNE 30, 1996 AND 1995
NOTE 1 - Basis of Financial Statements:
The financial statement for the three months and nine months ended June
30, 1996 and 1995 and the period from inception to June 30, 1996 have been
prepared by Automedix Sciences, Inc. and are unaudited. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary for a fair statement of the results of the interim
periods presented have been made. It is suggested, however, that the
interim financial statements be read in conjunction with financial
statements and notes there to in the Company's Form 10-K, for the fiscal
year ended September 30, 1995.
IV-4
<PAGE> 7
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Since its inception, the Company has been primarily engaged in the
research and development of its proposed products and has not realized any
revenues from medical products sales.
The Company's primary source sponsored research and development
activities - clinical trials with its Blood L - Tryptophan Depletion (BTD)
device and laboratory research studies with its enzymes - were suspended as of
January 15, 1991 due to lack of available funds to support such activities. A
government sponsored research study with the Company's BTD devices was
successfully completed in June 1991.
Due to a lack of capital on March 31, 1992, the Company has ceased all
further operations. Also effective on March 31, 1992, the Company's President,
Robert Murtfeldt, resigned his position with the Company. As of June 30, 1992,
the Company had sold its property and equipment, liquidated all other assets and
paid all of its liabilities. Except for the issuance of common stock for all
compensation in August 1993 there has been no transactions as all operating
activities ceased.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company had no cash or cash equivalents, and a
working capital of zero. When it was apparent there were no prospects to resume
operations, the Company liquidated all assets and settled all liabilities.
As of June 30, 1996, the Company had no material commitments for capital
or other expenditures. The Company after searching for the past five years for a
business combination completed a transaction with a telecommunications company
to exchange its common stock which will result in the privately held company
owning 80% of the outstanding common stock after the transaction is completed.
The transaction is considered a non taxable exchange. The privately held company
at June 30, 1996 had working capital of $657,599, and stockholder's equity of
$568,885. For the six months ended June 30, 1996, this company had sales
approximating $1,604,000 and a pre-tax profit of $95,000. The after tax profit
taking into consideration that the Company will change its tax status from an S
corporation to a regular corporation was estimated at $33,100.
RESULTS OF OPERATIONS
There have been no transactions for the fiscal year ended September 30,
1995 and the nine months ended June 30, 1996.
V-5
<PAGE> 8
PART II.
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities
None.
Item 3. Default Upon Senior Securities.
None.
Item 4. Submission of Matters to Security Holders.
None.
Item 5. Other Information.
See Management Discussion and Analysis.
Item 6. Exhibits and Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AUTOMEDIX SCIENCES, INC.
By: Marvin P. Loeb
------------------------
Marvin P. Loeb
Chairman
Dated: August 16, 1996
---------------------
VI-2
<PAGE> 9
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5,924,059
<OTHER-SE> (5,924,059)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> $.00
<EPS-DILUTED> $.00
</TABLE>
