U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(mark one)
__X___Quarterly report under Section 13 or 15 of the Securities Exchange
Act of 1934.
For the quarterly period ended March 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 0-16341
ADVA International Inc.
(Exact name of small business issuer as specified in its charter)
6 Woodcross Drive, Columbia, South Carolina 29212
(Address of principal executive offices) (Zip code)
(803) 407-3044
(Issuer's telephone number, including area code)
ADVANCED MEDICAL PRODUCTS, INC.
(Former name, former address and former fiscal year, if changed since
last report)
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 ______
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 716,250 at
March 31, 2000.
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
ADVA International Inc.
Balance Sheet
March 31, 2000 June 30, 1999
(unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 47 $ 64,073
Total Current Assets 47 64,073
Total Assets 47 64,073
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities: -0- -0-
Total Current Liabilities -0- -0-
Liabilities Subject to Compromise 22,922 86,948
Total Liabilities 22,922 86,948
Stockholders' Equity:
Common Stock: $.001 par value, authorized
20,000,000 shares, 716,250 shares issued
and outstanding at March 31, 2000 following
a 1 for 10 reverse stock split; $0.10 par
value, authorized 700,000 shares , 596,250
shares issued and outstanding at June 30,
1999 (adjusted for a 1 for 10 reverse stock
split on March 13, 2000, Note 4). 716 59,625
Additional Paid-In Capital 4,950,377 4,813,468
Accumulated Deficit (4,973,968) (4,895,968)
Total Stockholders' Equity (Deficit) (22,875) (22,875)
Total Liabilities and Stockholders Equity $ 47 $ 64,023
The accompanying notes are an integral part of these financial statements.
ADVA International Inc.
Statement of Operations and Accumulated Deficit
Three Months Ended
March 31, 1999 March 31, 1999
(unaudited) (unaudited)
Net Sales $ -0- $ 575,779
Cost of Sales -0- 312,478
Gross Profit -0- 263,292
Selling, General and Administrative
Expenses (Note 5) 78,000 250,443
Research and Development -0- 26,707
Interest Expenses -0- 20,404
Income Before Income Taxes ( 78,000) ( 34,262)
Provision For Income Taxes -0- -0-
Net Income ( 78,000) ( 34,262)
Accumulated Deficit - Beginning of Period (4,895,968) (5,666,985)
Accumulated Deficit - End of Period (4,973,968) $(5,701,247)
Net Income (Loss) Applicable to
Common Shares $ ( 78,000) $ ( 34,262)
Earnings Per Share Data:
Net Income (Loss) $ ( 0.13) $ ( 0.06)
Weighted Average Number of Common
Shares Outstanding (adjusted for 1 for
10 reversestock split effective
March 13, 2000) (Note 4) 606,799 596,250
The accompanying notes are an integral part of these financial statements.
ADVA International Inc.
Statement of Operations and Accumulated Deficit
Nine Months Ended
March 31, 2000 March 31, 1999
(unaudited) (unaudited)
Net Sales $ -0- $ 1,945,509
Cost of Sales -0- 1,095,028
Gross Profit -0- 850,481
Selling, General and Administrative
(Note 5) 78,000 978,437
Research and Development -0- 110,888
Allowance for Doubtful Accounts -0- 173,136
Interest Expenses -0- 71,017
Income Before Income Taxes ( 78,000) (482,997)
Provision For Income Taxes -0- -0-
Net Income ( 78,000) (482,997)
Accumulated Deficit - Beginning of Period $(4,895,968) $ (5,218,251)
Accumulated Deficit - End of Period $(4,973,968) $ (5,701,247)
Net Income (Loss) Applicable to
Common Shares $ ( 78,000) $ (482,997)
Earnings Per Share Data:
Net Income (Loss) $ (0.13) $ (0.81)
Weighted Average Number of Common Shares
Outstanding (adjusted for 1 for 10 reverse
stock split effective March 13, 2000)
(Note 5) 599,741 596,250
The accompanying notes are an integral part of these financial statements.
ADVA International Inc.
Statement of Cash Flows
Nine Months Ended
March 31, 2000 March 31, 1999
(unaudited) (unaudited)
Cash flows from operating activities:
Net income (loss) $ ( 78,000) $ ( 482,997)
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation and amortization -0- 113,396
Allowance for doubtful accounts -0- 173,186
Change in assets and liabilities:
Accounts receivable -0- (268,170)
Inventory -0- 70
Other assets -0- 20,882
Accounts payable (64,026) 253,149
Other current liabilities -0- 79,913
Total adjustments (64,026) 372,426
Net cash provided (used) by operating
activities (325,626) (110,571)
Cash flows used by investing activities:
Capital expenditures -0- -0-
Proceeds from sale of equipment -0- -0-
Capitalization of software costs -0- ( 9,044)
Net cash used by investing activities -0- ( 9,044)
Cash flows provided (used) by financing activities:
Net proceeds from sale of common stock (Note 5) 78,000 -0-
Net proceeds (payments) on short-term debt -0- ( 91,483)
Net proceeds (payments) on long-term debt -0- ( 25,133)
Net cash provided (used) by financing activities 78,000 66,350
Net increase (decrease) in cash ( 64,026) ( 53,265)
Cash, beginning of period 64,073 82,087
Cash, end of period $ 47 $ 28,822
Supplemental disclosures of cash flow information:
Cash paid during the period for interest: $ -0- $ 51,437
Supplemental schedule of non-cash investing
and financing activities:
Sale of inventory $ 125,132
Elimination of accrued dividends $ (162,981)
Additional paid in capital (Note 5) $ 2,327,259
Reduction of Preferred Stock $(2,289,710)
The accompanying notes are an integral part of these financial statements.
ADVA International Inc.
Notes to Financial Statements
1. Basis of Presentation
The accompanying unaudited condensed financial statements have
been prepared in accordance with generally accepted accounting
principals for interim financial information and with the
instructions to Form 10-QSB and Article 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principals
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
2. Per Share Earnings
Earnings per common share were computed by dividing net income by
the weighted average number of common shares outstanding during
the period. Earnings per share are adjusted for the effects of a
1 share for 10 shares reverse stock split effective March 13, 2000.
3. Bankruptcy and Related Party Transactions
On March 23, 1999, Advanced Medical Products, Inc. filed a motion
with the Federal Bankruptcy Court, District of South Carolina,
for an order authorizing the sale of all assets, including
equipment, inventory, and accounts receivable, outside the
ordinary course of business, free and clear of all liens and
encumbrances, pursuant to 11 U.S.C. Section 363 of the bankruptcy code.
Biotel Inc. (Biotel), the Company's majority shareholder,
purchased the assets and assumed all of the secured debt,
employee and commission liabilities, and all customer warranty
and service liabilities of Advanced Medical Products, Inc. In
addition, Biotel made a payment of $68,000 for certain priority
claims and administrative expenses, and for distribution to
outside unsecured creditors. Biotel and its subsidiaries agreed
not to participate in distribution of payments toward unsecured
claims, although their claims exceeded unsecured claims by all
non-affiliated creditors combined. The assets and liabilities of
Advanced Medical purchased by Biotel were consolidated with the
operating assets and liabilities of Biosensor Corporation (whose
name was changed to Biotel Inc.), and the assets and liabilities
of Diagnostic Monitoring, purchased by Biotel from Cardiac
Science Inc. on December 31, 1998, into Advanced Biosensor, Inc.,
a new wholly owned subsidiary of Biotel, which agreed to assume
Advanced Medical's lease obligations and to continue to operate
the business at the present Columbia, SC location.
The Chapter 11 bankruptcy estate of Advanced Medical Products,
Inc. has been fully administered. The Company filed the Final
Report in Chapter 11 Proceeding with the Court on October 5,
1999, and the Final Decree closing the bankruptcy case was issued
by the Court on November 9, 1999.
4. Changes to Corporate Structure and Related Party Transactions
The Board of Directors of the Company approved and recommended
certain changes in the Company's Certificate of Incorporation to
better position Advanced Medical Products, a NASD Bulletin Board
traded company, to seek a share exchange or reverse merger
with a privately held company in an attempt to recover some value
for the Company's stockholders. An Information Statement was
filed on December 27, 1999 with the Securities and Exchange
Commission in connection with corporate actions authorized by
written consent, without a meeting, by holders of a majority of
the outstanding Common Stock of the Company entitled to vote
thereon, which included: 1.) a Name Change to ADVA International
Inc., 2.) a one share for ten shares Reverse Stock Split and
Change in Par Value to $.001, 3.) Authorization of 20,000,000
Shares of Common Stock, and 4.) Authorization of 6,000 Shares of
a New Class B Preferred Stock. The Information Statement was
mailed to shareholders on or about January 7, 2000, and all of
these approved changes became effective March 13, 2000 upon
filing the Certificate of Amendment to the Certificate of
Incorporation with the Secretary of the State of Delaware.
On January 21, 2000, the Board of Directors of the Company,
believing that it is in the best interest of the stockholders to
pursue opportunities to merge a private company into the Company,
authorized by unanimous consent the appointment of a committee
made up of two members of the Company's Board, one of whom is
also an officer and director of Biotel, the chief financial
officer of Biotel, and an outside member who is also an outside
director of Biotel, (the "Committee") for the purpose of seeking
potential reverse merger candidates, reviewing information,
negotiating terms of a stock sale and merger or a share exchange,
and presenting recommendations to the Company's Board for
approval. Whereas the Company has no financial resources to pay
employees, directors, advisors or consultants for services, the
Board approved the "2000 Consulting Plan", authorizing the
issuance of common stock of the Company to members of the
Committee, and to one or more outside consultants to assist the committee
with the process, as compensation in lieu of cash for these services.
There can be no assurances that the Company, following bankruptcy,
can remain viable to do a reverse merger, or that a suitable reverse
merger partner can be timely located that will agree to merge with
the Company after having been through bankruptcy, or that a suitable
share exchange or reverse merger transaction can be successfully
negotiated or completed. The Company has no employees. All of the
current officers and members of the Board of Directors of the Company
have agreed to resign if their resignation is requested in order to
accommodate a suitable share exchange or merger transaction.
5. Capital Stock Transactions
On March 13, 2000, following the effectivity of the reverse stock
split, the Company filed a Registration Statement on Form S-8
with the Securities and Exchange Commission registering up to
120,000 shares of common stock to be used for the purpose of
"stock in lieu of cash compensation" to consultants under the
"2000 Consulting Plan". On March 24, 2000, one hundred twenty
thousand (120,000) shares of the Company's common stock were
issued, 60,000 shares to the four members of the Committee and
60,000 shares to an outside consulting firm, for services
performed under the 2000 Consulting Plan. These shares were
valued at $0.65 a share for financial reporting purposes.
ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS
Forward Looking Statements
This and other sections of this report contain "forward-looking
statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, which represent the Company's
expectations concerning future events, including the effects on
the market price of the Common Stock of the Reverse Stock Split,
or that such market price will, over any comparative period of
time, approximate ten times the market price before the Reverse
Stock Split, or that a suitable reverse merger partner can be
timely located, or that a suitable reverse merger or share
exchange transaction can be successfully negotiated or completed.
By their very nature, forward-looking statements are subject to
known and unknown risks and uncertainties relating to the
Company's and other parties' future performance that may cause
actual results to differ materially from those expressed or
implied in such forward-looking statements. The Company does not
undertake and assumes no obligation to update any forward-looking
statement that may be made herein or from time to time by or on
behalf of the Company.
The following discussion should be read in conjunction with the
accompanying Financial Statements, including the notes thereto,
appearing elsewhere herein.
Results of Operations
The Company ceased operations in May of 1999 and had no
operations and no sales for the three months or nine months ended
March 31, 2000. There were no selling, general and
administrative expenses, except for those consulting expenses
paid with stock in lieu of cash for consultant services (under
the "2000 Consulting Plan") in connection with seeking a suitable
share exchange or reverse merger partner for the Company. There
were no research and development costs incurred, and the losses
for both the three months and nine months periods equal the
consulting expenses. Net loss per common share for the quarter
ended March 31, 2000 was $0.13.
The Company's gross profit margin for the three months ended
March 31, 1999 was 46 % of net sales. Selling, general and
administrative expenses for the three months ended March 31, 1999
were 43% of net sales, and R & D expenses were 5%. Net loss per
common share for the quarter ended March 31, 1999 was $0.06.
During the nine months ended March 31, 2000, cash decreased by
$64,026 and liabilities decreased by $64,026 as the debtor in
possession continued to pay priority claims.
Liquidity and Capital Resources
The Company ceased operations on May 11, 1999. The cash
available on March 31, 2000 of $47 was insufficient to meet
remaining unresolved priority claims totaling approximately
$22,922. No capital resources are presently available to the
Company, and the Company was not liquid at March 31, 2000. The
Board of Directors is investigating the possibility of, and pursuing
opportunities for, merging a privately held company into the Company.
PART II - OTHER INFORMATION
ITEM 4: Submission of Matters to a Vote of Security Holders.
An Information Statement was filed on December 27, 1999 with the
Securities and Exchange Commission in connection with corporate
actions authorized by written consent, without a meeting, by holders
of a majority of the outstanding Common Stock of the Company entitled
to vote thereon, which included: 1.) a Name Change to ADVA International
Inc., 2.) a one share for ten shares Reverse Split and Change in Par
Value to $.001, 3.) Authorization of 20,000,000 Shares of Common
Stock, and 4.) Authorization of 6,000 Shares of a New Class B Preferred
Stock. The Information Statement was mailed to shareholders on or
about January 7, 2000, and all of these approved changes became
effective March 13, 2000 upon filing the Certificate of Amendment
to the Certificate of Incorporation with the Secretary of the State
of Delaware.
ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - A report was filed on Form 8-K
on March 17, 2000 regarding the Certificate of
Amendment of the Certificate of Incorporation filed
with the State of Delaware changing the name of the
corporation to ADVA International Inc., effecting a 1
share for 10 shares reverse stock split, increasing
the authorized common stock to 20,000,000 shares at a
par value of $.001 per share, and authorizing 6,000
shares of Class B Preferred Stock. The common stock
trading symbol on the NASD Bulletin Board was changed
effective March 13, 2000 to "ADII".
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
ADVA International Inc.
(Registrant)
By: GEORGE L. DOWN
George L. Down, President
Dated: April 12, 2000
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