<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
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Commission File No. 0-17414
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ADVANTAGE LIFE PRODUCTS, INC.
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(Name of Small Business Issuer in Its Charter)
Delaware 33-0213733
- -------------------------------------- -----------------------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10006 North Dale Mabry Highway, Suite 210, Tampa, Florida 33618
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(Address of Principal Executive Offices) (Zip Code)
(813) 265-2698
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(Issuer's Telephone Number, Including Area Code)
1509 S. Florida Ave., Suite 3, Lakeland, Florida 33803
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(Former name, former address and former fiscal year,
if changed since last year.)
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
------ ------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of October 31, 1997, the Company
had 14,578,095 shares of Common Stock outstanding, $0.16 par value.
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10-QSB Report for Period Ended September 30, 1997 Page 1 of 16
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ADVANTAGE LIFE PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
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ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash $ 10
Notes receivable 1,661,050
Other receivables 172,975
Other current assets 29,508
-----------
Total current assets 1,863,543
Fixed assets-net 1,688,790
Goodwill-net 2,249,251
Other assets 102,542
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TOTAL ASSETS $ 5,904,126
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable and amounts due individuals $ 1,152,547
Accounts payable 844,350
Other accrued expenses 219,835
Other current liabilities 211,416
-----------
Total current liabilities 2,428,148
Long-term debt 370,825
Convertible debentures 357,000
Contingent liabilities 867,001
Other 311,854
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TOTAL LIABILITIES 4,334,828
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STOCKHOLDERS' EQUITY:
Preferred stock, no par value: 1,250,000
authorized; 1,000,001 shares issued and
outstanding 1,100,000
Common stock, $0.16 par value; 25,000,000 shares
authorized; 13,078,095 shares issued and
outstanding; 2,000,000 shares issued and held in escrow 1,205,225
Accumulated deficit (735,927)
-----------
TOTAL STOCKHOLDERS' EQUITY 1,569,298
-----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 5,904,126
===========
</TABLE>
See notes to consolidated financial statements
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10-QSB Report for Period Ended September 30, 1997 Page 2 of 16
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ADVANTAGE LIFE PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
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<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1997 September 30, 1997
------------------ ------------------
<S> <C> <C>
Revenue $ 204,404 $ 541,499
Cost of sales 93,433 332,857
General and administration 436,694 709,178
Amortization of goodwill 39,006 91,014
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Loss from operations (364,729) (591,550)
Interest expense 28,336 64,940
Interest income 3,674 (64,386)
Other (income) expense 0 473
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NET LOSS $ (396,739) $ (592,577)
============ ============
NET LOSS PER SHARE $ (0.031) $ (0.054)
============ ============
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 12,870,486 10,977,823
============ ============
</TABLE>
See notes to consolidated financial statements.
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10-QSB Report for Period Ended September 30, 1997 Page 3 of 16
<PAGE> 4
ADVANTAGE LIFE PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
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<TABLE>
<CAPTION>
Preferred Stock Common Stock Paid in
Shares $ Shares $ Capital Deficit
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1997 1,598,497 $ 255,760 $ 7,012,431 $ (143,350)
Adjustment to reflect reverse
purchase acquisition of
Treasure Rockhound
Ranches, Inc. (887,271) (9,712,466)
Issuance as part of acquisition
costs of Treasure Rockhound
Ranches, Inc. 6,000,000 960,000 466,800
Proceeds from sale of
common stock 4,000,000 640,000 1,070,000
Issuance in settlement of
judgments 1,229,598 196,736 722,620
Issuance for services rendered 250,000 40,000 440,615
Issuance of Series A, Non-
convertible Preferred Stock,
no par value 1,000,000 $ 1,000,000
Issuance of Series B, Convertible
Preferred Stock, no par
value, $100,000 face value 1 100,000
Net loss (592,577)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, September 30, 1997 1,000,001 $ 1,100,000 13,078,095 $ 1,205,225 $ (0) $ (735,927)
=========== =========== =========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements
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10-QSB Report for Period Ended September 30, 1997 Page 4 of 16
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ADVANTAGE LIFE PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED
CONSOLIDATED STATEMENT OF CASH FLOWS
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<TABLE>
<CAPTION>
Nine Months Ended
September 30, 1997
------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (592,577)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 126,443
Increase in current assets (146,198)
Increase in accounts payable 150,360
Decrease in other current liabilities (669)
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NET CASH USED IN OPERATING ACTIVITIES (462,641)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Note receivable (1,096,110)
-----------
NET CASH USED IN INVESTING ACTIVITIES (1,096,110)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common and preferred stock 1,506,123
Notes payable (42,946)
-----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,463,177
-----------
NET CHANGE IN CASH (95,574)
CASH, BEGINNING OF PERIOD 95,584
-----------
CASH, END OF PERIOD $ 10
===========
</TABLE>
See notes to consolidated financial statements
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10-QSB Report for Period Ended September 30, 1997 Page 5 of 16
<PAGE> 6
ADVANTAGE LIFE PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
================================================================================
NOTE A - GENERAL
The financial statements of Advantage Life Products, Inc. ("Advantage Life" or
the "Company") as of September 30, 1997 and for the three and nine months then
ended are unaudited and, in the opinion of Advantage Life, reflect all
adjustments necessary for a fair presentation of such data and have been
prepared on a basis consistent with the April 30, 1996 Audited Financial
Statements. All such adjustments made were of a normal recurring nature.
Advantage Life's significant accounting policies are described in the notes to
the April 30, 1996 Audited Financial Statements and there have been no material
changes in significant accounting policies from those described therein. On
April 25, 1997 the Company's Board of Directors approved a change of the
Company's year end from April 30 to December 31, to match the fiscal year end of
its only operating subsidiary, Treasure Rockhound Ranches, Inc. ("Treasure
Rockhound").
In mid-1995, Advantage Life entered into an agreement and plan of merger under
which Environmental Professionals, a New Jersey based environmental services
firm would merge with Advantage Acquisition, Inc., a newly formed acquisition
subsidiary of Advantage Life. The surviving entity would be Environmental
Professionals, Inc. ("Environmental Professionals"). Environment Professionals
provided various environmental remediation services to industrial clients, major
oil companies and environmental consultants. In May 1996, as the result of the
insolvency of a major customer, and Environmental Professionals' inability to
obtain other sources of funding, Environmental Professionals was unable to meet
its current obligations and ceased operations. Environmental Professionals had
pledged vehicles on loans to a bank, and in addition, had pledged all other
assets, including its accounts receivable, tangible and intangible assets on a
line of credit to the same bank. The bank filed an action and took possession of
Environmental Professionals assets, and a Statutory Receiver was appointed in
August of 1996. As a result of the circumstances surrounding the current status
of Environmental Professionals, i.e. Advantage Life does not have control of
Environmental Professionals, management has decided to deconsolidate
Environmental Professionals.
On February 21, 1997, Advantage Life and its newly formed subsidiary, Advantage
Life Acquisition One, Inc. (Advantage Life Acquisition"), a Florida corporation
entered into an Agreement and Plan of Reorganization by and among Advantage Life
and its subsidiary, Advantage Life Acquisition and Channel America Broadcasting,
Inc. and its subsidiary, Technology Holdings, Inc. to acquire 100% of the issued
and outstanding stock of Technology Holding's subsidiary, Treasure Rockhound
(the "Agreement and Plan of Reorganization") for 6,000,000 shares of Advantage
Life's restricted common stock, a note payable to Technology Holdings for
$750,000 and Advantage Life assumed certain liabilities of Technology Holdings
totaling approximately $658,000. The primary business of Treasure Rockhound is
owning and operating recreational resorts and recreational vehicle ("RV")
campgrounds located across the United States. Treasure Rockhound, in business
since 1974, operates through its private membership organization, Camper Ranch
Club of America ("Camper Ranch Club"), offering its members six recreational
resorts located in Arizona, New Mexico and Texas. Treasure Rockhound owns
approximately 5,100 acres and leases approximately 12,000 other acres from
individuals, states and the federal government. Camper Ranch Club has a total
membership of over 8,500 with 5,300 active dues-paying members.
NOTE B - COMMON & PREFERRED STOCK
COMMON STOCK - The Company has authorized 25,000,000 shares of common stock at
$0.16 par value. As of September 30, 1997, 13,078,095 shares were issued and
outstanding.
In October 1994, Advantage Life effected a 1 for 3 reverse stock split. In
August 1995, Advantage Life effected a 1 for 20 reverse stock split, and on the
same date effected a 100% stock dividend. On June 24, 1996, Advantage Life
effected a 1 for 20 reverse stock split. All
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10-QSB Report for Period Ended September 30, 1997 Page 6 of 16
<PAGE> 7
common stock transactions have been retroactively restated for all periods
presented as a result of these reverse stock splits and stock dividends.
In June 1996, Advantage Life issued 455 post-split shares to various
shareholders to adjust for the 1 for 20 reverse stock split of June 24, 1996. In
July 1996, Advantage Life issued 300,000 post-split shares to Vietri
Investments, Ltd. ("Vietri") for services provided to the Company. In August
1996, Advantage Life entered into a Capital Stock Purchase Agreement for the
sale of 200,000 post-split shares to Cimtran, Ltd. ("Cimtran"), an unrelated
entity, for a total consideration of $2,500,000. Under the terms of the Capital
Stock Purchase Agreement, Advantage Life was to receive $100,000 in cash and a
promissory note from Cimtran in the principal amount of $2,400,000 which matures
August 31, 1997. This Capital Stock Purchase Agreement was subsequently
rescinded. In October 1996, Advantage Life entered into a Capital Stock Purchase
Agreement for the sale of 1,000,000 post-split shares to Vietri for a total
consideration of $500,000. Under the terms of this Capital Stock Purchase
Agreement, Advantage received $85,000 in cash and a promissory note from Vietri
in the principal amount of $415,000 which was to mature August 31, 1997.
Pursuant to the terms of the Agreement and Plan of Reorganization the promissory
note was forgiven.
In February 1997, the Company issued 10,000,000 shares of restricted common
stock for cash and promissory notes receivable to two directors of the Company.
Pursuant to the Agreement and Plan of Reorganization, 6,700,000 shares of the
10,000,000 shares issued to the directors, were returned to the Company in
exchange for the cancellation of the promissory notes receivable related to this
transaction. Also in February 1997, the Company issued 6,000,000 shares of
restricted common stock which was a part of the total payment to Technology
Holdings in the Agreement and Plan of Reorganization. In March 1997, the
Company issued 929,598 shares of restricted common stock in settlement of an
outstanding judgment awarded to Guthy-Renker Corporation. Also in March 1997,
the Company issued shares pursuant to a Private Offering Memorandum for the
sale of 1,000,000 shares of restricted common stock to an unrelated third
party. The Company received an 8% promissory note for $275,000 (which was to
mature on August 15, 1997, and has been extended to November 15, 1997) and cash
of $475,000. In June 1997, the Company filed a Form S-8, and registered 250,000
shares of common stock in connection with an employee benefit plan whereby
individuals received shares of common stock in lieu of cash compensation
otherwise payable to them. In August 1997 the Company issued 100,000 shares of
the Company's restricted common stock to Power Media Marketing, Inc. and Eric
Shaw pursuant to a settlement agreement relating an outstanding debt. In
September 1997 the Company approved issuance of a 12 % Senior Subordinated
Convertible Redeemable Debenture in the aggregate principal amount not
exceeding $357,000 to Karela Giselle Party Ltd. and LNP Investments, Ltd.
collateralized by 2,000,000 shares of the Company's common stock. The shares
were issued and are being held in escrow, pending conversion of the debenture.
Also in September 1997 the Company issued 200,000 shares of the Company's
restricted common stock to First Class Marketing, Inc. pursuant to an agreement
relating to the settlement of a judgment against the Company.
PREFERRED STOCK - The Company has authorized 1,250,000 shares of preferred stock
at no par value. Without the approval of the stockholders, the Company's Board
of Directors has the power to designate and issue classes of preferred stock and
determine the rights and preferences of each class of the preferred stock. The
rights and preferences of the preferred stock so determined may adversely affect
the voting power and dividends of the common stock. As of September 30, 1997,
1,000,001 shares of preferred stock were issued and outstanding.
SERIES A PREFERRED STOCK - The Board of Directors has established this series
with 1,200,000 shares authorized, no par value. The Series A Preferred Stock has
no voting rights except as provided by operation of law, is not convertible into
common stock, shall be entitled to receive dividends as declared by the Board of
Directors and is redeemable by the Company.
On November 19, 1996, the Company's Board of Directors adopted a resolution
providing for the issuance of a series of its authorized preferred stock,
designated Series A Preferred Stock,
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10-QSB Report for Period Ended September 30, 1997 Page 7 of 16
<PAGE> 8
having no par value. On February 21, 1997, the Company sold 1,000,000 shares of
Series A Preferred Stock to Advantage Holdings, Inc., an unrelated entity, owned
by Advantage Life's former President and Chairman of the Board, Alan Lipstein,
in exchange for a promissory note receivable for $1,000,000, the principal of
which is payable in three equal annual installments beginning February 22, 1998.
Interest, at an annual rate of 8% shall be payable on the outstanding principal
balance of the promissory note on a quarterly basis, and the preferred shares
shall be held by Advantage Life as collateral for the transaction. Advantage
Holdings, Inc. also has an option to acquire an additional 4,000,000 shares of
preferred stock for a purchase price of $1.00 per share, upon an increase of
Advantages Life's authorized preferred stock from 1,250,000 to 25,000,000
preferred shares.
SERIES B PREFERRED STOCK - The Board of Directors has established this series
with 20 shares authorized, no par value, $100,000 face value. The Series B
Preferred Stock has no voting rights except as provided by operation of law, is
convertible into common stock, shall be entitled to receive dividends as
declared by the Board of Directors and is redeemable by the Company. On April
25, 1997, the Company's Board of Directors adopted a resolution providing for
the issuance of a series of its authorized preferred stock, designated Series B
Preferred Stock, having no par value and a face value of $100,000. On April 28,
1997, the Company issued one share of Series B preferred stock, in exchange for
$100,000 in cash.
NOTE C- NOTES PAYABLE
<TABLE>
<S> <C>
Note payable to a company at 10% per annum interest, interest
payable quarterly, due in three equal annual installments,
beginning on February 21, 1998 through 2001, having as
collateral stock of Treasure Rockhound Ranches, Inc. $ 750,000
Mortgage payables to banks and individuals at 10-10.52% per
annum interest, payable in monthly installments including
interest aggregating $9,309, due February 1998 through 2001,
having as collateral land, buildings, and equipment located at
Company's RV campgrounds. 456,457
Notes payable to individuals, non-interest bearing, due
November 10, 1997 150,000
Notes payable to banks at 11-14% per annum interest, payable
in monthly installments including interest aggregating $622,
due February 1998 through August 2000, having as collateral
equipment located at RV campgrounds 10,340
Note payable to a company at 8% per annum interest, due
December 31, 1996 6,625
----------
Total note and mortgages payable 1,373,422
Less current portion 1,002,597
----------
Long term notes and mortgages $ 370,825
==========
</TABLE>
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10-QSB Report for Period Ended September 30, 1997 Page 8 of 16
<PAGE> 9
The Company issued a promissory note in the amount of $6,625 which is currently
in default to an unrelated third party.
On September 25, 1997 the Company issued notes payable to two former officers
and directors for payment of compensation owed them in the amounts of $40,000
and $110,000, in conjunction with a settlement agreement between these
individuals and the Company. This settlement agreement was rescinded on October
21 and these notes were subsequently canceled.
On February 21, 1997 the Company issued a note payable in the amount of $750,000
in conjunction with the acquisition of Treasure Rockhound Ranches, Inc. (See
NOTE A). This note provides for interest at a rate of 8% per annum, payable
quarterly. This note is collateralized by 3,000,000 shares of common stock of
Treasure Rockhound Ranches, Inc. The Company is in default on interest payments
relating to this note and has received notice from the noteholder of its
intention to foreclose and accelerate the note and take possession of the
collateral.
In September 1997, the Company issued a $357,000, 12% Senior Subordinated
Convertible Redeemable Debenture (the "Debenture") due in September 1999. The
Debenture was issued to corporations located outside of the United States. The
holders of the Debenture are entitled, at their option, at any time commencing
41 days after issue to convert any or all of the original principal amount of
the Debenture into shares of common stock of the Company, at a conversion price
per share equal to 70% of the low bid price for the Company's common stock on
the date immediately preceding the date of subscription, or 70% of the low bid
price on the day immediately preceding conversion, whichever is lower. The
Company delivered into escrow 2,000,000 free trading shares as collateral to be
used to satisfy the conversion requirements in the event that the Company fails
to convert in a timely manner.
NOTE D- ACQUISITION OF CASINO'S INTERNATIONAL, INC.
On September 24, 1997 Advantage Life entered into a Purchase Agreement by and
among Advantage Life and ECO2, Inc. ("ECO2"), a Delaware corporation, to acquire
100% of the issued and outstanding shares of ECO2's subsidiary, Casinos
International, Inc. ("Casinos"), a Florida Corporation, by the Company's
delivery of its promissory note, in the original principal amount of $550,000
and the Company's common stock valued at $750,000. The note was to be payable in
three equal annual installments beginning September 24, 1998. Interest, at an
annual rate of 8%, shall be payable on the outstanding principal balance of the
promissory note on a quarterly basis. The balance of the purchase price, in the
amount of $750,000 shall be paid in the form of restricted common stock of the
Company. These restricted shares shall be issued based on the average of the bid
and ask price of the Company's common stock, as quoted on the Nasdaq on the
close of business on September 23, 1997, or 23/64 ($.359375) discounted 50% to
reflect the restricted (144) legend placed on the shares being issued. The
Corporation was to issue to ECO2 at the Closing 4,173,913 shares of restricted
(144) common stock representing the balance of the payment of the purchase
price. On October 24, 1997 this transaction had not closed, and was mutually
rescinded.
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10-QSB Report for Period Ended September 30, 1997 Page 9 of 16
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL OVERVIEW
Advantage Life was organized under the laws of the State of Colorado in 1986,
and subsequently reorganized as a Delaware corporation in 1994.
In 1993, Advantage Life acquired the assets of Lasting Cosmetics, Inc. ("Lasting
Cosmetics"), a privately owned, New York based cosmetics marketing company. In
1994, Lasting Cosmetics entered into a marketing and distribution agreement with
Guthy-Renker Corporation ("GRC") for the distribution of a certain product via
infomercials. Due to difficulties with the airing of the infomercials (See Item
1. Legal Proceedings), Advantage Life attempted to sell the product directly to
salons via direct marketing methods in early 1995. Direct marketing also failed
and Advantage Life decided to discontinue this operation and is in the process
of winding up the affairs of Lasting Cosmetics.
In September 1996, Advantage Life acquired all of the assets of Universal Mica
Furniture, Inc. ("Universal Mica"), a retail home furniture store in
Farmingdale, New York. Advantage Life paid $2,000,000 to Universal Mica by
issuing 480,000 shares of its common stock and its promissory note in the
original principal amount of $800,000 (the "Universal Mica Note"). In January
1997, this acquisition was rescinded, and the common stock of Advantage Life and
the Universal Mica Note were returned to Advantage Life.
On February 21, 1997 Advantage Life and its newly formed acquisition subsidiary
Advantage Life Acquisition entered into the Agreement and Plan of Reorganization
by and among Advantage Life, Advantage Life Acquisition, Channel America
Broadcasting, Inc. and Technology Holdings, Inc., a wholly owned subsidiary of
Channel America Broadcasting, Inc. to acquire 100% of the issued and outstanding
stock of Technology Holdings, Inc.'s wholly owned subsidiary Treasure Rockhound.
To acquire Treasure Rockhound, Advantage Life agreed to pay Technology Holdings,
Inc. 6,000,000 shares of Advantage Life's restricted common stock, a promissory
note payable for $750,000 and Advantage Life assumed certain liabilities of
Technology Holdings, Inc. totaling approximately $658,000. Treasure Rockhound
owns and operates six RV parks and campgrounds in three Southwestern states.
PLAN OF OPERATIONS
The only operating revenues that Advantage Life currently receives are those
generated by Treasure Rockhound, Advantage Life's newly acquired, wholly owned
subsidiary. It is the intention of Advantage Life to expand its RV parks and
campground operation by increasing Treasure Rockhound's marketing efforts and by
acquiring addition RV parks and campgrounds to add to its base of operation.
Treasure Rockhound has had several conversations with potential acquisition
candidates, however, has no binding commitments to acquire said candidates.
There can be no assurance given that Advantage Life will be able to successfully
obtain the debt or equity funding necessary to expand the business of Treasure
Rockhound or acquire additional RV parks and campgrounds, or if so acquired,
successfully operate such RV parks and campgrounds at a profitable level.
The Company also plans to enter the gaming industry, in the form of gaming
vessels. The Company plans to own and operate cruise ships primarily engaged in
the business of operating day cruises offering casino gambling to its
passengers, after the ship reaches "international waters". The cruises will
include a variety of shipboard activities including dining, sightseeing, live
music and entertainment, however the primary operation of the business will be
its casinos. The Company is currently in negotiations with two companies
involved in the operation of gaming vessels, and expects to enter into a
definitive acquisition or merger agreement shortly. There can be no assurance
given that Advantage Life will be able to complete said agreement, or if so
completed, successfully operate such gaming vessels at a profitable level.
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10-QSB Report for Period Ended September 30, 1997 Page 10 of 16
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
Advantage Life has incurred operation losses for years ended April 30, 1995 and
1996 of $1,665,000 and $6,466,000 respectively, and for the period from May 1,
1996 to September 30, 1997, the Company has lost approximately $6,250,000,
which have adversely reduced Advantage Life's liquidity and capital resources.
Much of the losses incurred during the 17 month period ended September 30, 1997
is a result of write-offs, allowances for potential judgments and claims, and
the settlement of lawsuits. The Company anticipates additional losses for the
three months ending December 31, 1997 of approximately $250,000. In addition,
Advantage Life's subsidiary, Treasure Rockhound requires addition capital
infusion to expand its base business and acquire additional RV parks and
campgrounds. The future success of Advantage Life will depend upon management's
ability to attain and maintain profitable operations, to obtain favorable
financing arrangements and to raise additional capital.
Advantage Life has sought to raise capital to expand its business operations by
the sale of its common and preferred stock. In February 1997, Advantage Life
sold 1,000,000 shares of Series A Preferred Stock to Advantage Holdings, Inc.,
an unrelated entity, owned by the Company's former President and Chairman of the
Board, Alan Lipstein, in exchange for a promissory note totaling $1,000,000.
Advantage Holdings, Inc. also has an option to acquire an additional 4,000,000
shares of preferred stock for a purchase price of $1.00 per share upon an
increase of Advantage Life's authorized preferred stock from 1,250,000 to
25,000,000 authorized preferred shares. In March 1997, the Company sold
1,000,000 shares of common stock in a private sale for cash and a promissory
note. In April 1997, the Company sold one share of Series B preferred stock for
$100,000 in cash. In June 1997, the Company filed a Form S-8 for 250,000 shares
of common stock in connection with an employee benefit plan whereby individuals
received shares of common stock in lieu of cash compensation otherwise payable
to them. In September the Company raised $250,000 in cash by selling a $357,000,
12% Senior Subordinated Convertible Redeemable Debenture.
Advantage Life's cash requirements are expected to be obtained from the proceeds
of the issuance of its securities. The timing and nature of the proposed sale of
Advantage Life's debt or equity securities are uncertain as Advantage Life has
not yet received a commitment from a broker-dealer to underwrite the sale of its
securities. While Advantage Life is negotiating with several broker-dealers to
underwrite the sale of its securities, there can be no assurance given that
Advantage Life will be successful in negotiating an acceptable agreement with a
broker-dealer. If the Company is unable to reach an agreement with a
broker-dealer to underwrite its securities, it will likely attempt to sell its
securities without the assistance of a broker-dealer.
Advantage Life's subsidiary, Treasure Rockhound, principally meets its cash
requirements from operating cash flows. Management anticipates making
improvements to properties in this subsidiary. These improvements will be funded
using cash flows from operations and/or bank borrowings.
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10-QSB Report for Period Ended September 30, 1997 Page 11 of 16
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company and its subsidiaries are defendants in various legal actions which
arise in the normal course of business. In addition, the Company is a party in
the following legal proceedings:
ADVANTAGE LIFE PRODUCTS, INC., ET AL. VS. MICHAEL ACKERMAN, ET AL
In 1994, the Company filed suit in the Superior Court of the State of California
for the County of Orange against Michael Ackerman, former President of Lasting
Cosmetics and former CEO of the Company, for fraud and deceit, negligent
misrepresentation, suppression of fact, conspiracy, breach of warranty, and
declaratory relief. The Company is seeking general and specific damages in the
sum of $17,000,0000. This matter has been set for arbitration by January 13,
1998. The Company has obtained counsel in California, and intends to prevail in
this matter.
MICHAEL ACKERMAN VS. ADVANTAGE LIFE PRODUCTS, INC.
In 1994, Michael Ackerman, former President of Lasting Cosmetics filed suit in
the Superior Court of the State of California for the County of Orange against
the Company asserting that the Company defaulted on a note and security
agreement and sought recovery of damages and costs. In June 1996, a judgment by
default was entered against the Company in the amount of $237,755 in
compensatory damages and $122,948 in interest, attorney's fees and costs. The
Company 's management and the Plaintiff's attorney are currently in negotiations
to settle this matter.
GUTHY-RENKER CORPORATION VS. ADVANTAGE LIFE PRODUCTS, INC.
In 1995, Guthy-Renker Corp. ("GRC") filed suit in the Superior Court of the
State of California for the County of Los Angeles against the Company for Breach
of Written Contract, Conversion, Negligent Misrepresentation, Bad Faith Denial
of the Existence of a Contract, Dissolution and Accounting, False Designation or
Origin and False Description, Rescission and Restitution, Defamation,
Declaratory Relief, and Injunctive Relief. and sought recovery of damages and
costs of approximately $4,500,000. On November 15, 1996, a default judgment was
entered in favor of GRC against the Company providing that among other things,
(a) GRC recover from the Company the sum of $1,924,945 (the "Monetary Award")
and (b) the Company shall provide to GRC a written option (the "Option Award")
entitling GRC to purchase at least 400,000 unrestricted shares of the Company's
common stock at an option price no greater than $0.63 (or, if the common stock
is trading at less than $0.75 per share at the time of the exercise of the
option, at a 15% discount from the trading price of the common stock) (the
"Default Judgment"). On January 15, 1997, the Company and GRC entered into a
settlement agreement (the "GRC Settlement Agreement") whereby the Company would
deliver 25,000 unrestricted shares of its stock (the "Distribution Shares"). The
Company also agreed to issue 929,598 shares of restricted common stock (the
"Restricted Stock"). The Company further agreed to cause the Restricted Stock to
be registered (the "Registered Stock") on or before April 30, 1997 and become
unrestricted and marketable on or before November 1, 1997. In the event that the
Restricted Stock has not become unrestricted and marketable on or before July 1,
1997, GRC shall be entitled to a cash payment by the Company in the amount of
$22,000 per month (the "Monthly Payment") or at the Company's election, deliver
to GRC the equivalent of the sum of $22,000 in registered, unrestricted and
marketable common stock of the Company, until the earlier of (a) the date GRC is
in receipt of the Registered Stock or (b) November 1, 1997. The parties to the
GRC Settlement Agreement agree that in lieu of collecting the Monthly Payment,
GRC may, at its sole election, add any Monthly Payment(s) to the Default
Judgment at twice the amount of each outstanding Monthly Payment. The Company
acknowledges and agrees that if GRC is required to seek enforcement of the
Default Judgment, any Monthly Payment(s) shall become a part of the Default
Judgment as though such payment(s) were initially awarded to GRC. If liquidation
of the Distributed Shares and the Restricted Shares (the "Liquidation Amount")
results in a payment of less than the Monetary Award, the Company shall pay to
GRC the difference between Monetary
===============================================================================
10-QSB Report for Period Ended September 30, 1997 Page 12 of 16
<PAGE> 13
Award and the Liquidation Amount, in a form agreed to by GRC and the Company. If
and when the GRC Settlement Agreement is completely satisfied by the Company,
GRC shall relinquish and forgo its right to seek enforcement of the Default
Judgment against the Company, including without limitation, enforcement of the
Option Award and the Monetary Award.
GUTHY-RENKER CORPORATION VS. ADVANTAGE LIFE PRODUCTS, INC., ET AL
On August 22, 1997, Guthy Renker Corp. ("GRC") filed suit in the Superior Court
of the State of California for the County of Los Angeles against the Company and
its former directors for Breach of Written Contract, Anticipatory Breach of
Written Contract, Fraud, Negligent and Misrepresentation and seeks a Declaratory
Judgment relating to the settlement of the suit in the Superior Court of the
State of California for the County of Los Angeles against the Company for Breach
of Written Contract, Conversion, Negligent Misrepresentation, Bad Faith Denial
of the Existence of a Contract, Dissolution and Accounting, False Designation or
Origin and False Description, Rescission and Restitution, Defamation,
Declaratory Relief, and Injunctive Relief. and sought recovery of damages and
costs of approximately $4,500,000. (see above: Guthy-Renker Corporation vs.
Advantage Life Products, Inc.) The Company and its former directors have
obtained counsel in California and intends to vigorously defend these charges.
NATIONAL NETWORK MARKETING, INC., ET AL. VS. ADVANTAGE LIFE PRODUCTS, INC.
In 1995, National Network Marketing, Inc. ("National Network Marketing") filed
suit in the Superior Court of the State of California for the County of Orange
against the Company asserting that the Company was in breach of contracts
entered into between the Company and National Network Marketing and sought
recovery of damages and costs. In December 1995, a stipulated settlement (the
"Stipulation") was agreed to in the amount of $90,625 (the "Monetary Award").
The Stipulation also provided for the issuance of 25,000 shares of unregistered
common stock ("the Restricted Stock") of the Company, which shares were issued.
The Stipulation further provided that the Company agreed to cause the Restricted
Stock to be registered (the "Registered Stock") and become unrestricted and
marketable on or before September 30, 1996. If liquidation of the Restricted
Shares (the "Liquidation Amount") results in a payment of less than the Monetary
Award, the Company shall pay to National Network Marketing the difference
between Monetary Award and the Liquidation Amount, in a form agreed to by
National Network Marketing and the Company. If the Company fails to meet any of
the terms of the Stipulation, this matter shall be referred to binding
arbitration under the supervision of the American Arbitration Association upon
the election of either party following written notice of breach from National
Network Marketing to the Company. The Company's management and the Plaintiff's
attorney are currently in negotiations to settle this matter for restricted
common stock of the Company.
FELDSOTT, LEE & FEINBERG, A LAW PARTNERSHIP VS. ADVANTAGE LIFE PRODUCTS, INC.
In 1996, Feldsott, Lee & Feinberg ("Feldsott") filed suit in the Superior Court
of the State of California for the County of Orange against the Company
asserting that the Company was in breach of contract and sought recovery of
damages and costs. In April 1997, a judgment by default was entered against the
Company in the amount of $77,135 in principal and $13,241 in interest,
attorney's fees and cost. The Company's management and the Plaintiff's attorney
are currently in negotiations to settle this matter for restricted common stock
of the Company.
MORE DIRECT RESPONSE, INC. VS. ADVANTAGE LIFE PRODUCTS, INC.
On December 1, 1994, More Direct Response, Inc. ("More Direct") filed suit in
the Superior Court of the State of California for the County of Orange against
the Company alleging Breach of Contract, Breach of the Implied Covenant of Good
Faith and Fair Dealing, Breach of Trust, Constructive Fraud, Fraud and
Imposition and Enforcement of Constructive Trust and sought recovery of damages
and costs. Prior to December 1994, the Company entered into a marketing
agreement with Regal Best, Inc. related to the Company's product line,
CigArrest. Regal Best, Inc. defaulted on the terms of said marketing agreement,
which triggered a default on the CigArrest Plan and Gum Distribution Agreement
entered into in January 1989 by and between
===============================================================================
10-QSB Report for Period Ended September 30, 1997 Page 13 of 16
<PAGE> 14
More Direct and the Company (the "Distribution Agreement"). Based on the terms
of the Distribution Agreement, both parties submitted to binding arbitration to
settle the above mention allegations. On June 12, 1996, the arbitrator awarded
More Direct damages in the amount of $458,625 plus interest at 10% per annum
from September 27, 1993 and administrative and arbitration fees. The Company's
management expects settle this matter for a considerable discount.
TRI-WAY PRODUCTIONS ET AL. VS. ADVANTAGE LIFE PRODUCTS, INC. ET AL.
On September 8, 1997, Tri-Way Productions, Inc. et al. ("Tri-Way") filed suit in
the Superior Court of California for the County of Los Angeles against the
Company, Donald Danks, James Stapleton, George Carras, Guthy-Renker Corporation,
Gregory Renker, William Guthy, and Benjamin Van De Bunt alleging Breach of
Contract, Breach of Implied Covenant of Good Faith and Fair Dealing, Unfair
Competition, Unfair Business Practices, Fraud, Account Stated, Open Book
Account, Accounting, Money Had and Received, Breach of Written Contract,
Infringement of Publicity Rights, False Designation of Origin, Breach of Implied
By Law Contract, Fraud, Breach of Contract and Violations of RICO and is seeking
recovery of damages, costs and a permanent injunction. During 1993 and 1994 the
Company was party to certain agreements pertaining to royalties related to the
Company's product line "Secret Hair". The Company has obtained counsel in
California, and intends to vigorously defend these charges.
LAWSUITS INVOLVING ENVIRONMENTAL PROFESSIONALS
There are various lawsuits against Environmental Professionals, however
Environmental Professionals is an inactive, unconsolidated subsidiary of the
Company, and in the opinion of the Company any claims that creditors have or may
have against Environmental Professionals will not enure to the Company.
Management is not aware of any liabilities of Environmental Professionals that
may incur as a result of the violation of environmental laws.
===============================================================================
10-QSB Report for Period Ended September 30, 1997 Page 14 of 16
<PAGE> 15
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION.
Advantage Life intends to file an Information Statement with the Securities and
Exchange Commission to hold a shareholders meeting to vote to (1) change the
Company's name to Advantage Enterprises, Inc., (2) increase the number of shares
of the Company's preferred stock from 1,250,000 to 25,000,000, (3) increase the
number of shares of the Company's common stock from 25,000,000 to 100,000,000.
ITEM 6. EXHIBITS, REPORTS ON FORM 8-K
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT # DESCRIPTION OF DOCUMENT
- --------- -----------------------
<S> <C>
3.01 Agreement and Plan of Reorganization by and among Advantage
Life Products, Inc., Advantage Life Acquisition One, Inc.,
Treasure Rockhound Ranches, Inc., Technology Holdings, Inc.,
Channel America Broadcasting, Inc., Alan Lipstein, Gerald
Norton, Vietri Investments and Roscom Limited, dated February
21, 1997.(a)
21 Subsidiaries of the Registrant.(b)
27 Financial Data Schedule (for SEC use only)
</TABLE>
(B) REPORTS ON FORM 8-K
A report on Form 8-K was filed, reporting events occurring February 21, 1997
reporting the acquisition of the stock of Treasure Rockhound on April 10, 1997,
and subsequently amended on Form 8-K/A on April 30, 1997, and subsequently
amended on Form 8-K/A Amendment #2 on September 10, 1997.
- ------------------
(a) Filed as an Exhibit to Report on Form 8-K dated February 21, 1997.
(b) Filed as an Exhibit to Report on Form 10QSB for period ended June 30,
1997.
===============================================================================
10-QSB Report for Period Ended September 30, 1997 Page 15 of 16
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this 10-QSB report to be signed on its behalf by the undersigned thereunto duly
authorized.
ADVANTAGE LIFE PRODUCTS, INC.
------------------------------
(Registrant)
Date: November 10, 1997 /s/ Joseph Romano
-----------------------------
Joseph Romano
Chairman and President
===============================================================================
10-QSB Report for Period Ended September 30, 1997 Page 16 of 16
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
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