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 March 31, 1999
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[ ] 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.
-----------------------------
(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.)
2215 Highpoint Drive
Brandon, Florida 33511
(Address of Principal Executive Offices) (Zip Code)
(813) 681-8021
(Issuer's Telephone Number, Including Area Code)
10006 North Dale Mabry Highway, Suite 210
Tampa, Florida 33618
(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 No X
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: As of June 25, 1999, the Company had
25,219,516 shares of Common Stock outstanding, $0.16 par
value.
10-QSB Report for Period Ended March 31, 1999
Page 1 of 16
Item 1. Legal Proceedings.
The Company is a defendant in various legal actions which
arise in the normal conduct of business. In addition, we
are a party in the following legal proceedings:
a. Ackerman v. Advantage Life Products, Inc., Case No.
739547, filed on December 6, 1994, in the Orange County
Superior Court. Ackerman asserted that we defaulted on a
note and security agreement and sought recovery of
damages and costs of approximately $360,000. . A judgment
was entered against us in the approximate amount of
$360,000 in June 1996. This judgment was entered against
us after our
counsel withdrew and we intend to attempt to have this
judgment overturned.
b. More Direct Response, Inc., a California Corporation v. Advantage Life
Products, Inc., Case No. 739343, filed
December 1, 1994. This is an action in the Orange County
Superior Court by the Plaintiff alleging Breach of
Contract, Breach of the Implied Covenant of Good Faith
and Fair Dealing, Breach of Trust, Constructive Fraud,
Fraud, Imposition and Enforcement of Constructive Trust.
The action asserts that Regal Best, Inc., defaulted on a
marketing agreement with us, relative to the CigArrest
product line which had previously been assigned to Regal
Best, Inc., and we had some ongoing obligations to More
Direct Response, Inc., given Regal Best Inc.'s default. A
default judgment was entered against us in this matter in
the amount of $458,000 in June 1996. This judgment was
entered against us after its counsel withdrew and we
intend to attempt to have this judgment overturned.
c. Sherry Guimond, a pervious employee of the Company,
brought an action against Advantage Life Products, Inc.,
Don Danks, Parker Dale, James Stapleton, Robert
Fredericks, and George Carras, Case No. 740250, on
December 21, 1994 in the Orange County Superior Court. We
settled this lawsuit and agreed to pay Ms. Guimond
$85,000, $10,000 of which has been paid as of September,
1996. The balance is past due.
d. There are various lawsuits against Environmental
Professionals, however, Environmental Professionals will
be an inactive subsidiary of Advantage Life and it is the
opinion of management that the claims that any creditor
has against Environmental Professionals will not permit
that creditor to obtain any relief against Advantage
Life. Management is not aware of any liability that the
Company may incur as a result of the violation of any
environmental law.
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
None
Item 6. EXHIBITS, REPORTS ON FORM 8-K
(A)
Exhibit Description of Document
------- ----------------------
27 Financial Data Schedule (for SEC use
only)
(B) Reports of Form 8-K
None
Signatures
- ------------
In accordance with Section 13 of the Exchange Act,
the registrant caused this 10-QSB to be signed on its
behalf by the undersigned, thereunto duly authorized.
Advantage Life Products, Inc.
/s/Robert Esposito
---------------------------------------
Robert Esposito, President and Director
June 30, 1999
ADVANTAGE LIFE PRODUCTS, INC.
TABLE OF CONTENTS
TITLE PAGE
----------- -----
INDEPENDENT AUDITORS' REPORT ....................... 1
AUDITED FINANCIAL STATEMENTS
BALANCE SHEETS .................................. 2
STATEMENT OF OPERATIONS.......................... 3
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)..... 4
STATEMENTS OF CASH FLOWS ........................ 5
NOTES TO FINANCIAL STATEMENTS.................... 6
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors and Stockholders
ADVANTAGE LIFE PRODUCTS, INC.
Brandon, Florida
We have audited the accompanying Balance Sheets of
ADVANTAGE LIFE PRODUCTS, INC. as of December 31, 1998,
and March 31, 1999 and the related Statements of
Operations, Stockholders' Equity (Deficit) and Cash
Flows for the year ended December 31, 1998 and for the
three months ended March 31, 1999. These financial
statements are the responsibility of the Company's
management. Our responsibility is to
express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
Management has changed hands and the Company has suffered
losses to the extent that management has concluded the
Company at this point is not a going concern. The books
and records of the Company are not complete enough for
present management to assure itself that all financial
transactions and activity have been recognized. However,
management has gathered what it could to prepare a "best
efforts" financial statement. However, because the data
was not complete, the results of the audit are considered
inconclusive and not totally reliable. Management has
chosen to report the financial statements as a non-going
concern. Consequently, the financial statements report
no assets even though there may be some and has recorded
known and possible liabilities. Refer to the notes to
financial statements.
In our opinion, except as described in the previous
paragraph, the Financial Statements referred to above
present fairly, in all material respects, the financial
position of ADVANTAGE LIFE PRODUCTS, INC. as of December
31, 1998 and March 31, 1999 and the results of its
operations and cash flows for the periods then ended in
conformity with generally accepted accounting principles.
Sellers & Associates, P,C.
June 30, 1999
Ogden, Utah
ADVANTAGE LIFE PRODUCTS, INC.
BALANCE SHEETS
<TABLE>
<S> <C> <C>
As of As of
March 31, 1999 December 31,
1998
ASSETS
CURRENT ASSETS
Total current assets $- $ -
TOTAL ASSETS $
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $278,309 $278,309
Judgements & claims payable 1,907,164 1,907,164
Accrued interest payable 102,969 77,969
Convertible debenture 157,000 157,000
Other 168,353 168,353
--------- ---------
Total current liabilities 2,613,795 2,588,795
--------- ---------
Total liabilities 2,613,795 2,588,795
--------- ---------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock
$.16 par value, 25,000,000 shares authorized, -
18,219,516 shares issued and outstanding 2,915,123 2,915,123
Additional paid-in capital 5,842,984 5,842,984
Retained earnings (deficit) (11,371,902) (11,346,902)
------------ ------------
Net stockholders' equity (deficit) (2,613,795) (2,588,795)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ - $ -
See Notes to Financial Statements
</TABLE>
ADVANTAGE LIFE PRODUCTS, INC.
STATEMENT OF OPERATIONS
<TABLE> <C> <C>
Three months Ended As of
March 31, 1999 December 31,
1998
REVENUE
Other $ - $ -
Total Revenue - -
------------- --------------
EXPENSES
General and administrative - 23,353
Interest expense 25,000 77,969
-------------- --------------
Total expenses 25,000 101,322
--------------- --------------
NET INCOME (LOSS) $ (25,000) $ (101,322)
--------------- --------------
--------------- --------------
BALANCE NET INCOME (LOSS) PER
COMMON SHARE
Weighted average common shares outstanding 18,219,516 18,219,516
NET (LOSS) PER COMMON SHARE $ (.0014) (.0056)
------------- ------------
------------- ------------
See Notes to Financial Statements.
</TABLE>
ADVANTAGE LIFE PRODUCTS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Additional Accumulated
Shares Amount Paid-In Deficit Total
Capital
------- ------ ----------- ----------- ------
Balance
December 31, 1997 16,219,516 2,915,123 $5,842,984 (11,245,580)
$(2,487,473)
Net Income (loss) (101,322)
(101,322)
---------------------------------------------------------------
Balance
December 31, 1998 16,219,516 2,915,123 5,842,984 (11,346,902)
(2,588,795)
Net Income (loss) (25,000)
(25,000)
---------------------------------------------------------------
Balance
March 31, 1999 16,219,516 2,915,123 5,842,984 (11,371,902)
(2,613,795)
--------------------------------------------------------------
--------------------------------------------------------------
See Notes To Financial Statements.
</TABLE>
ADVANTAGE LIFE PRODUCTS, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<S> <C> <C>
Three Months Ended As of
March 31, 1999 December 31,
1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $(25,000) $(101,322)
Adjustments to reconcile net income
to net cash provided (used) by
Operating activities
Increase in accrued interest 25,000 77,969
Increase in other liabilities - 23,353
--------- ---------------
Net cash (used) by operating activities - -
--------- ---------------
CASH FLOW FROM INVESTING ACTIVITIES
Net cash (used) by investing activities - -
CASH FLOW FROM FINANCING ACTIVITIES
Net cash provided by financing activities - -
(DECREASE) IN CASH AND CASH EQUIVALENTS - -
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR - -
CASH AND CASH EQUIVALENTS, END OF YEAR $ - $ -
------------- -----------
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest $ - $ -
Cash paid for other liabilities - -
------------- ------------
See Notes to Financial Statements
</TABLE>
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 and December 31, 1998
Note 1: Summary of Significant Accounting Policies
Organization:
Advantage Life Products, Inc. (the "Company" or
"Advantage") was incorporated on June 19, 1986 in the
State of Colorado under the name of Advantage Video, Inc.
On January 15, 1987, the Company changed its name to
Advantage Entertainment, Inc. and on October 10, 1989,
the Company changed its name to Advantage Life Products,
Inc. On August 22, 1994, the Company reincorporated in
the State of Delaware.
Before 1998 the Company had acquired various subsidiaries
and other assets. However, by the end of 1997 ,or
sometime during 1998, the Company had virtually lost
everything and was left with sizable debts, claims,
judgements and litigation.
New management and controlling ownership interest in the
Company took over after March 31, 1999. Controlling
ownership interest in the Company is presently held by a
foreign corporation out of Argentina.
New management continues in the process of identifying
any possible assets the Company may have, if any, and to
identify what liabilities and judgements may exist.
Consequently, in the best knowledge and judgement of New
management, the Company has lost or no longer owns any
subsidiaries or assets and believes this is the case
since January 1, 1998 and forward.
Consequently, these financial statements reflect only the
financial condition and results of operations and change
of financial position of Advantage Life Products, Inc.
without any consideration of any potential subsidiaries
or affiliates.
The principal business activity of the Company is to
assess where the Company is financially and to actively
seek a business combination with an ongoing company,
perhaps in the oil and gas industry.
Basis of Presentation:
The financial statements have been prepared in conformity
with accounting principals generally accepted in the
United States. All amounts included in these financial
statements are expressed in United States Dollars.
In the past, the Company has issued financial statements
showing the Company with sizeable assets and ongoing
operations. The last audited financial statement filed
of the Company was as of April 30, 1996. It raised the
question as to whether the Company was a going concern.
New management is of the opinion the Company is not a
going concern. Therefore, these financial statements are
presented as though the Company is not a going concern.
New management as well as prior management indicate they
have been unable to obtain all necessary financial data,
documents and activity to accurately and properly
accumulate and present the financial position of the
Company as of December 31, 1997 and 1998 and March 31.
1999.
Consequently, new management took the position that there
has been no activity since December 31, 1997, except to
estimate a little accrued interest expense and other
accrued liabilities, the detail of which being unknown.
These financial statements have been prepared using new
management's decision to report no activity of any kind
other than a little accrued interest expense and other
accrued liabilities since December 31, 1997.
Principles of Consolidation:
In the past, the financial statements of the Company have
been consolidated with subsidiaries and affiliates.
However, at the present the Company has no subsidiaries
and is involved with no affiliates.
Therefore, all assets and liabilities material to this
financial statement are held by the Company.
Cash and Cash Equivalents:
The Company considers highly liquid investments with
original maturities of three months or less to be cash
equivalents.
Potential unreported asset:
Sometime around December, 1997 the Company entered into a
purchase agreement to buy a 145 foot long luxury cruiser
ship. According to management, the company paid
$1,250,000 cash towards the purchase of the ship, along
with 3,666,000 share of corporate stock (the 3,666,000
shares of stock appears not to have been issued and if
not has not been recognized in these financial
statements). The remaining balance due on the ship was
set up in a debt structure, collateralized by the ship
itself. Since that time, the Company has not made the
required payments on the ship and
the ship has been taken over by others. Also since that
time, management has determined the transaction involved
what appears to be illegal activity against the Company.
New management intends to pursue by legal means to
determine whether an attempt to recover the ship or the
money is possible and in the best interest of the
Company. The outcome may be questionable as the
documentation is lacking.
Income Taxes:
The Company has adopted the provisions of Statement of
Accounting Standards No. 109, "Accounting for Income
Taxes" which incorporates the use of asset and liability
approach of accounting for income taxes. The asset and
liability approach requires the recognition of deferred
tax assets and liabilities for future consequences of
temporary differences between the financial reporting
basis and tax basis of assets and liabilities. Because
the question as to going concern as discussed previously
and in the note on subsequent events and the explanation
in the next paragraph, no value of a possible net
operating loss is recognized on the financial statements.
No income tax returns have been filed at least since
April 30,1996. As further explained in
the note dealing with subsequent events, the
Company experienced a significant change in ownership in
stock transactions. This may have effectively caused
the Company to lose its entire net operating loss.
Net Income (Loss) Per Common Share:
Net Income (Loss) Per Common Share is computed by
dividing the net income by the weighted average of
commonshares outstanding during the year.
Note 2: Going Concern Statement
The Company has been inactive and non-operating since at
least January 1, 1998. The Company has lost several
lawsuits and has had judgements placed against it that
have come from among management and employees,
especiallyin recent years that further increase
theliabilities of the Company without creating income
orprofits for the
Company.
The primary activity of the Company now is to preserve
and maintain itself as a corporation and to keep
its listing on the NASDAQ bulletin board.
The Company has not obtained the necessary financing to
meet the working capital requirements to keep the Company
going. And there can be no assurance that the
Company will be successful in obtaining the
necessaryfinancing. Even though the Company is
activelysearching for a merging candidate, it cannot be
assured at this time that such event will occur.
Consequently, new management considers the Company not a
going concern.
Note 3: Related Party Transactions
Karela Giselle Pty Ltd., an Australian investment company
had sued Advantage, for not converting a convertible
debenture, as of September 1997. Pursuant to a
settlement May 1999, Advantage issued
7,000,000restrictedstock, and old management
assigned7,001,813 shares to Karela Giselle. Kerela
Giselle has in turn disposed of its interest to a foreign
corporation out of Argentina.
Note 4: Stockholders' Equity
The Company was organized by the issuance of its common
stock. Over the prior years including 1998, stock is
issued for cash and non-cash consideration. Non-cash
consideration includes debt discharge and debtassumption.
Common Stock
As of March 31, 1999 common stock consist of authorized
capital of 25,000,000 shares having a par value of
US$0.16. New Management has taken the position that no
new stock
was issued by the Company after December 31, 1997.
Therefore, all stock of the company that is issued
occurred on or before December 31, 1997. Consequently,
shares issued and outstanding are18,219,516on December
31, 1998 and on March 31, 1999.
Stock Warrant
In April 1998 the Company issued 1 stock warrant to
Independent Business Consultant to buy 4,000,000 shares
of stock at $.05 per share. The warrant must
beexercisedby April, 2000. Inasmuch as the par value of
the stock in $.16, this warrant, if exercised, wouldissue
stock below par value. This stock warrant is not
recognized in the financial statements.
Note 5: Change in Management and Management Plans for the
Company
After March 31, 1999 the major shareholder of the
Company, Karela Giselle who owned about 50% interest of
the Company disposed of his interest to a foreign
corporation based out of Argentina named Independent
Business Consultant.
Robert Esposito who resides in the USA is the only member
of the Board of Directors of the Company and comprises of
the New Management of the Company. Robert Esposito was
part of the prior management for a brief
period of time just before the major ownership changed.
New Management has sought to move the Company forward
into a business acquisition in the USA, probably
dealing the gas and oil industry.
Note 6: Notes Payable, Long Term Debts, and Accounts
Payable
Certain unidentified obligations of the Company have been
carried forward and are believed by the New Management
of the Company to have been, in fact, satisfied
or otherwise no longer owing . There are other
unrecorded liabilities that may also exist the
New Management has been unable to identify yet. New
Management continues investigating the circumstances of
these payables and other liabilities in order to take
such action in the future to delete or correct such items
where appropriate from among the liabilities of the
Company. Of such amounts $446,662 of Accounts Payable
and Other Liabilities are identified in an internally
prepared financial statement prepared, but new Management
is not aware of what they are for. There are, on the
other hand, other possible judgements and claims not
identified
in the same financial statement that appear in other
financial documents suggesting the obligations still
exist. Because of these discrepancies, New Management
has opted to disclose greater debt obligations than they
believe the Company will ultimately be obligated to pay.
Judgements & Claims Payable
Judgements & claims payable, by name only, are the same
as of March 31, 1999 and as of December 31, 1998 and are
summarized as follows:
Feldsott et al $ 100,540
Ackerman 413,406
More Direct 686,593
Network Marketing 90,625
Guthy Renker 616,000
---------
Total
$1,907,164
----------
----------
Note 7: Commitments and Contingencies
Insurance:
The Company has discontinued its insurance coverages and
remains uninsured at this time.
Income Tax:
The company has not filed any federal or state income tax
returns since at least April 30, 1996, which appears to
be its corporate fiscal year end for income tax purposes.
The total amount due is estimated to be
under$2,000,whichis not reflected on
the financial statements.
Note 8: Subsequent Events
Because of a lawsuit settlement May 21, 1999 with the
Company, Karela Giselle became the owner of about
50% of the Company. Karela Giselle has in turn disposed
of its interest in the Company to Independent Business
Consultants out of Argentina.
Also, in connection with the same lawsuit, Independent
Business Consultant received 2,000,000 shares of stock
from other shareholders and one shareholder returned
back to the Company 7,000,000 shares of stock
previously received in a purchase of a subsidiary by the
Company.
All in all, Independent Business Consultant now owns
16,001,834 shares of stock out of 25,219,516 shares
presently issued, or 63% of total issued and outstanding
shares as of June 30, 1999. Independent Business
Consultant formed a New Management group to
handle the affairs of the Company.
EXHIBIT 27 FINANCIAL DATA SCHEDULE
[ARTICLE] 5
[TEXT]
[LEGEND]
ADVANTAGE LIFE PRODUCTS, INC.
Exhibit 27 - FINANCIAL DATA SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AS OF
MARCH 31, 1999 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE FISCAL YEAR ENDED MARCH 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
