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 September 30, 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)
(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:
716,277 at October 4 , 2000.
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
ADVA International Inc.
Balance Sheet
Sept. 30, 2000 June 30, 2000
(unaudited)
CURRENT ASSETS:
Cash $ 116 $ 107
Total Current Assets 116 107
Total Assets 116 107
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities: -0- -0-
Total Current Liabilities -0- -0-
Liabilities Subject to Compromise 39,779 39,770
Total Liabilities 39,779 39,770
Stockholders' Equity:
Common Stock, $0.01 par value; authorized
20,000,000 shares, 716495 shares issued
and outstanding at September 30, 1999
and at June 30, 1999. 716 716
Additional Paid-In Capital 4,950,377 4,959,377
Accumulated Deficit (4,990,756) (4,990,756)
Total Stockholders' Equity (Deficit) (39,663) (39,663)
Total Liabilities and Stockholders Equity $ 116 $ 107
The accompanying notes are an integral part of these financial statements.
Advanced Medical Products Inc.
Statement of Operations and Accumulated Deficit
Three Months Ended
Sept. 30, 2000 Sept. 30, 1999
(unaudited) (unaudited)
Net Sales $ -0- $ -0-
Cost of Sales -0- -0-
Gross Profit -0- -0-
Selling, General and Administrative -0- -0-
Research and Development -0- -0-
Interest Expenses -0- -0-
Income Before Income Taxes -0- -0-
Provision For Income Taxes -0- -0-
Net Income -0- -0-
Accumulated Deficit - Beginning of Period (4,990,756) (4,813,468)
Accumulated Deficit - End of Period $(4,990,756) $(4,813,468)
Net Income (Loss) Applicable to
Common Shares $ -0- $ -0-
Earnings Per Share Data: (Note 8)
Net Income (Loss) $ -0- $ -0-
Weighted Average Number of Common
Shares Outstanding 716,277 596,250
The accompanying notes are an integral part of these financial statements.
Advanced Medical Products Inc.
Statement of Cash Flows
Three Months Ended
Sept. 30, 2000 Sept. 30, 1999
(unaudited) (unaudited)
Cash flows from operating activities:
Net Income $ -0- $ -0-
Cash provided (used) by operating activities:
Depreciation and amortization -0- -0-
Provision for doubtful accounts -0- -0-
Change in assets and liabilities:
Accounts receivable -0- -0-
Inventory -0- -0-
Other assets -0- -0-
Accounts payable -0- -0-
Other current liabilities -0- -0-
Total adjustments -0- -0-
Net cash provided (used) by operating activities -0- -0-
Operating cash from liabilities subject to compromise
Cash used to satisfy professional fees and
administrative expenses (76) (43,784)
Cash used to pay priority tax claims -0- (18,000)
Refunds 85 -0-
Cash flows used by investing activities:
Capital expenditures -0- -0-
Capitalization of software costs -0- -0-
Net cash used by investing activities -0- -0-
Cash flows provided (used) by financing activities:
Net increase in short term notes -0- -0-
Payments on long-term debt -0- -0-
Net cash provided (used) by financing activities -0- -0-
Net increase (decrease) in cash 9 (61,784)
Cash, beginning of period 107 64,073
Cash, end of period $ 116 $ 2,289
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ -0- $ -0-
Income taxes $ -0- $ -0-
The accompanying notes are an integral part of these financial statements.
Advanced Medical Products 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. 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.
On May 10, 1999 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 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. The United States Bankruptcy Court for the
District of South Carolina issued an order on May 5, 2000
approving a modification to the confirmed Plan of
Reorganization of Advanced Medical Products, Inc., debtor-in-
possession, which deletes the provisions for dissolution of
the corporation and the extinguishment of the existing shares
of ADVA stock, and substitutes provisions stating that the
corporation will continue its existence and the existing
shares of stock will remain valid. The court re-opened the
case and issued the order approving and amending the Plan of
Reorganization in order that a transaction fee could be
realized for the benefit of creditors of Advanced Medical
Products, Inc. and the payment of certain transaction related expenses.
3. Changes to Corporate Structure and Related Party Transactions
On February 29, 2000, in accordance with the Information
Statement mailed to shareholders on or about January 7, 2000,
and the vote of the majority of the shares of common stock of
Advanced Medical Products Inc., a Certificate of Amendment of
the Certificate of Incorporation was filed with the Secretary
of State of Delaware changing the name of Advanced Medical
Products, Inc. to ADVA International Inc., effecting a one
share for ten shares reverse split of all of the common stock
issued and outstanding, and authorizing the Company to issue
20,010,000 shares, of which 20,000,000 shares shall be common
stock, all of which shall have a par value of $0.001,
amounting in the aggregate to $20,000, and 4,000 shares shall
be Class A Preferred Stock all of which shall have no par
value, and 6,000 shares of Class B Preferred Stock all of
which shall have no par value. The common stock trading
symbol on the NASDAQ Bulletin Board for the Company was
changed to "ADII" in March 2000. All references to shares
and per share data in this Annual Report give retroactive effect
to all reverse splits and re-capitalizations discussed herein.
4. Capital Stock Transactions
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.
On March 13, 2000, the Company filed a Registration Statement
on Form S-8 with the Securities and Exchange Commission
registering 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 formed by the Company's Board 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.
The United States Bankruptcy Court for the District of South
Carolina issued an order on May 5, 2000 approving a
modification to the confirmed Plan of Reorganization of
Advanced Medical Products, Inc., debtor-in-possession, which
deletes the provisions for dissolution of the corporation and
the extinguishment of the existing shares of ADVA stock, and
substitutes provisions stating that the corporation will
continue its existence and the existing shares of stock will
remain valid. The court re-opened the case and issued the
order approving and amending the Plan of Reorganization in
order that a $300,000 transaction fee, to be funded by GIG at
Closing, could be realized for the benefit of creditors of
Advanced Medical Products, Inc. and the payment of certain
transaction related expenses.
On June 17, 2000, ADVA International Inc. entered into a
definitive agreement of Stock Exchange to acquire all of the
outstanding shares of common stock of Global Information Group
USA, Inc. ("GIG") in exchange for 12,468,750 common shares of
ADVA, or 94.57% of the total capital stock outstanding after
giving effect to the transaction. The existing stockholders
of ADVA will own the remaining approximate 5%. As a result of
the transaction GIG will become a wholly owned subsidiary of
ADVA. Shareholders of GIG who are not officers or directors
of GIG or the Company will be entitled to one demand
registration right, and all GIG shareholders and Biotel Inc.,
the Company's largest shareholder prior to the transaction,
will be entitled to certain piggy-back registration rights.
GIG develops and markets 3D solid modeling, animation and
rendering software that runs on the LINUX Operating System.
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
future cash flows, results of operations, By their very
nature, forward-looking statements are subject to known and
unknown risks and uncertainties relating to the Company's
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 had no operations and no sales for the three
months ended September 30, 2000 or the three months ended
September 30,1999. There were no selling, general or
administrative expenses and no research and development costs,
and there was no net income.
During the first three months ended September 30, 2000, cash
increased by $9 due to bank credits, and liabilities increased
by $9 since all cash received must be eventually distributed
to creditors of Advanced Medical Products, debtor in possession.
Liquidity and Capital Resources
The Company ceased operations on May 11, 1999. The cash
available on September 30, 2000 of $116 was insufficient to
meet remaining priority claims totaling $39,779. No capital
resources were available to the Company on September 30, 2000,
and there was no liquidity.
PART II - OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - No reports on Form 8-K have
been filed during the quarter for which this report is filed.
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: October 10, 2000
