SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]. For the
fiscal year ended December 31, 1998 or
[ ] Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [No Fee
Required]
For the transition period from to
Commission file number 0-17414
Advantage Life Products, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0213733
(State or other jurisdiction of (IRS Employer
incorporation or organization) Ident. No)
2215 Highpoint Drive
Brandon, Florida 33511
(Address/principal executive offices) (Zip Code)
Issuer's Telephone Number: (813) 681-8021
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.16 par value
(Title of Class)
Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the issuer was required to file
such reports): Yes No X ; and (2) has been subject to
such filing requirements for the past 90 days: Yes X No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of
the issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB: [ ].
State issuer's revenues for its most recent year ended
December 31, 1998: $ -0-.
State the aggregate market value of the $14,206,728
shares of voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as reported by
the Electronic Bulletin Board of the NASD for the prior
week: $.04 as of June 25, 1999, based on the
prior week average bid and ask prices.
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date:
25,219,516 shares of Common Stock, as of June 25, 1999.
Documents Incorporated by Reference
If the following documents are incorporated by
reference, briefly describe them and identify the part of
the Form 10-KSB into which the document is incorporated: (1)
any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"). The listed documents
should be clearly described for identification purposes.
None.
Transitional Small Business Disclosure Format: Yes No X
PART I
Item 1. Description of Business
Corporate History Through June 12, 1997.
We (also referred to as the "Company") were organized under
Colorado law on June 19, 1986, under the name Advantage
Video, Inc. We changed our name on October 10, 1989 to
"Advantage Life Products, Inc." and continue to do business
under that name. On July 1, 1993, we acquired the assets of
Lasting Cosmetics, Inc. ("Lasting Cosmetics"), a privately
held, New York based cosmetics marketing company.
As a result of the Lasting Cosmetics Acquisition during our
1994 fiscal year, we began marketing a line of hair
products, focusing the majority of our resources on
distributing Secret HairTM through (1) direct response
television via 30 minute infomercials, (2) select beauty
salons, and (3) international sales channels. On May 9, 1994
we entered into a marketing and distribution agreement with
Guthy-Renker Corporation ("GRC") of Palm Desert, California
for the electronic media distribution of Secret Hair.
Pursuant to the terms of the agreement, the Company and GRC
would each receive 50% of the net profits from the sales of
the Secret Hair product. Effective January 31, 1995, due to
difficulties we experienced with GRC, we commenced airing
the infomercial itself and began selling directly to salons
via direct marketing methods. See "Legal Proceedings". GRC
is a developer and distributor of infomercials. In May 1996,
we decided to discontinue its "infomercial business" and we
are in the process of winding up the affairs of its
"infomercial business".
On August 22, 1994, the Company reorganized as a Delaware
corporation.
On July 6, 1995, we formed a new subsidiary, Advantage
Acquisition, Inc. ("Advantage Acquisition"), a New Jersey
corporation, for the purpose of acquiring the assets of
Environmental Professionals, Inc. ("Environmental
Professionals"). At the time of the Environmental
Professionals acquisition, we formed a new wholly owned
subsidiary for the purpose of owning, operating and managing
the business conducted by Advantage Life prior to the
acquisition of Environmental Professionals. On June 28,
1995, the Company entered into an agreement and plan of
merger (the "Environmental Professionals Merger Agreement")
under which Environmental Professionals a New Jersey-based
environmental services firm ("Environmental Professionals")
was merged into Advantage Acquisition, a newly formed
acquisition subsidiary of the Company. The merger became
effective as of July 6, 1995, and subsequent thereto the
name of the surviving entity was changed to "Environmental
Professionals, Inc."
Environmental Professionals was founded in October 1988, and
since its activation has engaged in the business of
disposing of environmentally sensitive waste. It provided
various environmental remediation services to industrial
clients, major oil companies and environmental consultants.
These services consisted principally of four categories:
environmental site remediation, drummed waste management,
transportation and disposal of hazardous and non-hazardous
waste materials, and groundwater treatment service and
equipment supply. Environmental Professional's market area
included New Jersey, New York, Delaware, Maryland, and
Eastern Pennsylvania. In May 1996, the Company decided to
discontinue its "environmental remediation business" and
wound up the affairs of its "environmental remediation
business". Management is not aware of any liability that the
Company may incur as a result of the violation of any
environmental law.
In August, 1996, we acquired all of the assets of Universal
Mica Furniture, Inc. ("Universal Mica"), a retail home
furniture store located in Farmingdale, New York. We agreed
to pay $2,000,000 to Universal Mica for the assets of
Universal Mica by agreeing to issue 480,000 shares of the
our common stock and our promissory note in the original
principal amount of $800,000 (the "Universal Mica Note"). In
September, 1996, this acquisition was rescinded, and our
common stock and the Universal Mica Note was returned to us.
On February 21, 1997, the Company and its newly formed
acquisition subsidiary, Advantage Life Acquisition One, Inc
("Advantage Life Acquisition") entered into an Agreement and
Plan of Reorganization (the "Agreement") by and among the
Company, Advantage Life Acquisition, Channel America
Broadcasting, Inc. and Technology Holdings, Inc. to acquire
100% of the issued and outstanding stock of Technology
Holding, Inc.'s wholly owned subsidiary Treasure Rockhound
Ranches, Inc. ("Treasure Rockhound"). To acquire Treasure
Rockhound, we agreed to pay Technology Holdings,
Inc.6,000,000 shares of our restricted common stock, agreed
to issue a promissory note payable for $750,000 and agreed
to assume certain liabilities of Technology Holdings, Inc.
totaling approximately $658,000. Treasure Rockhound owns
and operates RV parks and campgrounds in three Southwestern
states. In 1997, this acquisition was rescinded.
On September 24, 1997, we entered into a Capital Stock
Purchase Agreement with ECO2, Inc. ("ECO2") relating to the
acquisition of ECO2's wholly owned subsidiary, Casinos
International, Inc. We paid the following for such
acquisition: (i) $550,000 promissory note payable in 3 equal
annual installments commencing September 24, 1998 with
interest at the rate of 8% per year; (ii) the balance of the
purchase price of $750,000 was paid by issuing 4,173,913
shares of our restricted common stock . Such amount was
based on our common stock's average bid and ask price asa
quoted on Nasdaq as of the close of business on September
23, 1997 and discounted by 50% to reflect the restricted
legend on the common shares. In 1997, this acquisition was
rescinded.
In December, 1997, we acquired the cruise ship, Aqua Azzurra
from Aqua Azzurra Maritina, Limited ("AAM") by issuing AAM
3,666,000 restricted shares of our common stock. We are
presently seeking possession of the cruise ship.
In June, 1999 the Company's executive offices were located
at 2215 High Point Drive, Brandon, Florida 33511, and its telephone number
was (813) 681-8021.
CURRENT BUSINESS OF THE COMPANY
We intend to acquire, or undertake a merger with, a company
in the natural resources industry.
Employees. We do not presently have any full time employees.
Item 2. Description of Property.
As of June, 1999, our executive offices are located at 2215
High Point Drive, Brandon, Florida 33511. Robert Esposito,
the President and Director of the Company provides such
space to us at no charge.
Item 3. 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 4. Submission of Matters to a Vote of Security
Holders.
We did not submit any matters to a vote of security holders
during the fiscal year covered by this report.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
(a) Market information. Our common stock trades on the OTC
Electronic Bulletin Board under the symbol ADVT. The
following table sets forth the high and low bid prices of
the Company's common stock on The Nasdaq Small-Cap Market
for each of the fiscal quarters indicated:
FISCAL QUARTER ENDED
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
3/31/99 12/31/98 9/30/98 6/30/98 3/31/98 12/31/97 9/30/97 6/30/97
HIGH .03.05.06 .03 .03
LOW .006 .02.02 .006 .018
</TABLE>
The foregoing table reflects inter-dealer prices, without
retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions.
(b) Holders.
At June 29, 1999, we had approximately 774 shareholders of
record of our Common Stock.
(c) Dividends.
No dividends have been declared or paid since our inception
other than a stock dividend of common stock to the holders
of common stock of record as of August 1, 1995. It is not
anticipated that we will pay dividends in the foreseeable
future. We intend to retain any earnings in the near future
for operations.
(d) Recent Sales of Unregistered Securities.
During the three years ended December 31, 1998, the
registrant has sold shares of Common Stock without
registration under the Securities Act of 1933, as set forth
below.
On September 2, 1996, we authorized the issuance of
5,000,000 shares of our common stock to each of Alan S.
Lipstein and Gerard Norton in exchange for promissory notes
totaling $2,500,000.
On February 21, 1997, the Company and its newly formed
acquisition subsidiary, Advantage Life Acquisition One, Inc.
("Advantage Life Acquisition") entered into an Agreement and
Plan of Reorganization (the "Agreement") by and among the
Company, Advantage Life Acquisition, Channel America
Broadcasting, Inc. and Technology Holdings, Inc. to acquire
100% of the issued and outstanding stock of Technology
Holding, Inc.'s wholly owned subsidiary Treasure Rockhound
Ranches, Inc. ("Treasure Rockhound"). To acquire Treasure
Rockhound, we agreed to pay Technology Holdings,
Inc.6,000,000 shares of our restricted common stock, agreed
to issue a promissory note payable for $750,000 and agreed
to assume certain liabilities of Technology Holdings, Inc.
totaling approximately $658,000.
On April 23, 1997, we authorized the issuance of 929,598
shares of our restricted common stock to Gunthy-Renker
Corporation pursuant to a settlement agreement.
On May 28, 1997, we authorized the issuance of 1,000,000
restricted shares of our common stock to Mariner Financial,
Inc. pursuant to our Private Offering Memorandum dated April
10, 1997.
On August 12, 1997, we entered into a Convertible Redeemable
Debenture Agreement with Karela Gisele Pty Ltd., an
Australian company. Karela Gisele loaned us $357,000
pursuant to a Regulation S Offering. Karela Gisele was
issued 1,500,000 shares of our common stock. It also was
granted the right to convert the loan into 6,780,484 of our
shares of common stock.
On August 19, 1997, we authorized the issuance of 100,000
shares of our restricted common stock to Power Media
Marketing Group, Inc. (66,667) and Eric Shaw (33,333)
pursuant to a settlement agreement.
On September 3, 1997, we authorized the issuance of 200,000
shares of our restricted common stock to First Class
Marketing, Inc. pursuant to a settlement agreement.
On September 24, 1997, we entered into a Capital Stock
Purchase Agreement with ECO2, Inc. ("ECO2") relating to the
acquisition of ECO2's wholly owned subsidiary, Casinos
International, Inc. We paid the following for such
acquisition: (i) $550,000 promissory note payable in 3 equal
annual installments commencing September 24, 1998 with
interest at the rate of 8% per year; (ii) the balance of the
purchase price of $750,000 was paid by issuing 4,173,913
shares of our restricted common stock . Such amount was
based on our common stock's average bid and ask price asa
quoted on Nasdaq as of the close of business on September
23, 1997 and discounted by 50% to reflect the restricted
legend on the common shares.
On October 23, 1997, we entered into an agreement with
Richard J. Diamond, our Chief Executive Officer at the time,
and Donald R. Mastropietro, our Chief Financial Officer at
the time, whereby, amongst other things, we issued Mr.
Diamond options to purchase 205,000 shares of our restricted
common stock and Mr. Mastropietro options to purchase
295,000 shares of our restricted common stock.
In December, 1997, we acquired the cruise ship, Aqua Azzurra
from Aqua Azzurra Maritina, Limited ("AAM") by issuing AAM
3,666,000 restricted shares of our common stock.
No underwriters were involved in the foregoing transactions.
None of the securities were offered to the public.
In connection with the foregoing transactions, we
relied upon the exemption from the Section 5 registration
requirements of the Securities Act of 1933, provided by
Section 4(2) thereof. Each person who acquired such shares
either was an officer and director of the registrant or
represented to the registrant in connection with the shares
acquired under the Exchange Agreement that he was
experienced in financial and investment matters, that he had
reviewed all filings made by the registrant pursuant to
Section 15(d) of the Securities Exchange Act of 1934 prior
to closing of the Exchange Agreement, and that he was
acquiring such shares for investment purposes under Rule 144
of the Securities Act of 1933.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
We had no revenues during this period of reporting.
Item 7. Financial Statements.
Our financial statements prepared by Sellers & Associates
P.C. as of December 31, 1998 and for the two years then
ended, are included in this report and incorporated herein
by reference.
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
Our independent accountants for our fiscal year ended April
30, 1995, Corbin & Wertz, resigned on July 16, 1996. Our
1995 fiscal year financial statements contained a "going
concern" opinion. The decision to resign was made by Corbin
& Wertz. There were no disagreements with the former
accountants on any matter of accounting principles or
practices, financial statement disclosure or auditing scope
or procedure.
Our successor accounting firm, Guida & Jimenez, P.A,
retained by us as independent accountants on July 30, 1996
no longer represents us. There were no disagreements with
the former accountants on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons, Compliance with Section 16(a) of the Exchange
Act.
Our officers and directors as of the date of this report
are:
Name Position
- ---------------- ---------------------------
Robert Esposito President and Director
Robert Esposito has been President and Director of Advantage
Life Products since March 1998. From March 1997 to March
1998 he was President of World Am Communications, Inc. In
1996 he was appointed President of W.C Entertainment and
held this position until March 1997. From 1994 to 1996, he
was director of D&D Entertainment Inc. In 1994 he graduated
from Old Dominion University with a finance degree. Since
then he took classes at Bowman Tech. In metallergy and
jewelry repair. In addition, he has taken extensive courses
in crisis management and updates in finance law.
Item 10. Executive Compensation.
No Officer or Director received compensation during the
fiscal years ending December 31, 1998 and December 31, 1997.
Item 11. Security Ownership of Certain Beneficial Owners
and Management
The number of issued and outstanding shares of our common
stock and the percentage of the total of the outstanding
shares, owned as of the date of this report, by (i) each of
our officers and directors, (ii) each person known to us to
own 5% or more of the total issued and outstanding shares of
our common stock, and (iii) our officers and directors as a
group, are stated below.
<TABLE>
<S> <C> <C> <C>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
Common International 16,001,834 Common 63.45% Common
Business
Consultants Shares Shares
c/o Tom Simeo
1562 1st Avenue
Suite 235
New York, NY 10028
Common Appolon Limited 3,666,000 Common 14.54% Common
Shares Shares
Common Medley Credit 2,000,000 Common 7.93% Common
Acceptance Corp. Shares Shares
1100 Ponce De Leon Blvd.
Coral Gables, Florida 33134
Officers and directors 0
as a group (1 persons)
</TABLE>
Item 12. Certain Relationships and Related Transactions
On September 2, 1996, we authorized the issuance of
5,000,000 shares of our common stock to each of Alan S.
Lipstein and Gerard Norton in exchange for promissory notes
totaling $2,500,000.
On February 21, 1997, the Company and its newly formed
acquisition subsidiary, Advantage Life Acquisition One, Inc.
("Advantage Life Acquisition") entered into an Agreement and
Plan of Reorganization (the "Agreement") by and among the
Company, Advantage Life Acquisition, Channel America
Broadcasting, Inc. and Technology Holdings, Inc. to acquire
100% of the issued and outstanding stock of Technology
Holding, Inc.'s wholly owned subsidiary Treasure Rockhound
Ranches, Inc. ("Treasure Rockhound"). To acquire Treasure
Rockhound, we agreed to pay Technology Holdings,
Inc.6,000,000 shares of our restricted common stock, agreed
to issue a promissory note payable for $750,000 and agreed
to assume certain liabilities of Technology Holdings, Inc.
totaling approximately $658,000.
On April 23, 1997, we authorized the issuance of 929,598
shares of our restricted common stock to Gunthy-Renker
Corporation pursuant to a settlement agreement.
On May 28, 1997, we authorized the issuance of 1,000,000
restricted shares of our common stock to Mariner Financial,
Inc. pursuant to our Private Offering Memorandum dated April
10, 1997.
On August 12, 1997, we entered into a Convertible Redeemable
Debenture Agreement with Karela Gisele Pty Ltd., an
Australian company. Karela Gisele loaned us $357,000
pursuant to a Regulation S Offering. Karela Gisele was
issued 1,500,000 shares of our common stock. It also was
granted the right to convert the loan into 6,780,484 of our
shares of common stock. The Company agreed to issue sixteen
million common shares to Karela Gisele as a settlement of a
claim by Gisele for the debentures.
On August 19, 1997, we authorized the issuance of 100,000
shares of our restricted common stock to Power Media
Marketing Group, Inc. (66,667) and Eric Shaw (33,333)
pursuant to a settlement agreement.
On September 3, 1997, we authorized the issuance of 200,000
shares of our restricted common stock to First Class
Marketing, Inc. pursuant to a settlement agreement.
On September 24, 1997, we entered into a Capital Stock
Purchase Agreement with ECO2, Inc. ("ECO2") relating to the
acquisition of ECO2's wholly owned subsidiary, Casinos
International, Inc. We paid the following for such
acquisition: (i) $550,000 promissory note payable in 3 equal
annual installments commencing September 24, 1998 with
interest at the rate of 8% per year; (ii) the balance of the
purchase price of $750,000 was paid by issuing 4,173,913
shares of our restricted common stock . Such amount was
based on our common stock's average bid and ask price asa
quoted on Nasdaq as of the close of business on September
23, 1997 and discounted by 50% to reflect the restricted
legend on the common shares.
On October 23, 1997, we entered into an agreement with
Richard J. Diamond, our Chief Executive Officer at the time,
and Donald R. Mastropietro, our Chief Financial Officer at
the time, whereby, amongst other things, we issued Mr.
Diamond options to purchase 205,000 shares of our restricted
common stock and Mr. Mastropietro options to purchase
295,000 shares of our restricted common stock.
In December, 1997, we acquired the cruise ship, Aqua Azzurra
from Aqua Azzurra Maritina, Limited ("AAM") by issuing AAM
3,666,000 restricted shares of our common stock.
SECTION 16 REPORTS
The requirements imposed by Section 16(a) of the Securities
Exchange Act of 1934, as amended, provide that our Officers
and Directors, and persons who own more than ten percent of
our common stock, file initial statements of beneficial
ownership (Form 3), and statements of changes in beneficial
ownership (Forms 4 or 5) with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than ten
percent shareholders are required by SEC regulations to
furnish us with copies of all such forms they file. Based
solely on our review of the copies of such forms received,
we believe that all of our officers, directors and greater
than 10% shareholders filed such reports in a timely manner.
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as a part of this
report:
(i) and (ii) Financial statements and schedules:
The Index to Financial Statements appearing on page
F-1 are incorporated herein by this reference.
(iii) Exhibits
Number Description
------------
3.1 Articles of Incorporation, as amended. Incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-18. Registration No. 33-18036-LA
("Registration Statement").
3.2 Certificate of amendment of Articles of
Incorporation as filed on October 10, 1989. Incorporated by
reference to Exhibit 1.2 to the Company's Form 10-K report
to the Securities and Exchange Commission for the fiscal
year ended April 30, 1990.
3.3 Bylaws. Incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement.
10.1 1986 Incentive Stock Option Plan. Incorporated by
reference to Exhibit 10.2 to the Company's Registration
Statement.
10.2 1989 Incentive Stock Option, Non-Qualified Option
and Restricted Stock Purchase Plan (the "1989 Plan").
Incorporated herein by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8, Registration
No. 33-33648 ("S-8").
10.3 Form of Incentive Stock Option Agreement pertaining
to the 1989 Plan. Incorporated herein by reference to
Exhibit 4.3 to the Company's S-8.
10.4 Form of Non-Qualified Stock Option Agreement
pertaining to the 1989 Plan. Incorporated herein by
reference to Exhibit 4.4 to the Company's S-8.
10.5 Form of Restricted Common Stock Purchase Agreement
pertaining to the 1989 Plan. Incorporated herein by
reference to Exhibit 4.5 to the Company's S-8.
10.6 Agreement - Employment - Danks - December 1, 1986,
as amended. Incorporated by reference to Exhibit 10.19 to
the Company's Registration Statement.
10.7 Lease - Manufacturing Facility - York, Nebraska -
June 22, 1988. Incorporated by reference to Exhibit 10.53
to the Company's Registration Statement.
10.8 Agreement - More Direct Response - CigArrest Retail
Sales - January 10, 1989. Incorporated by reference to
Exhibit 10.53 to the Company's Form 10-K report to the
Securities and Exchange Commission for the fiscal year ended
April 30, 1989.
10.9 Agreement - More Direct Response - CigArrest Gum
Retail Sales - January 10, 1989. Incorporated by reference
to Exhibit 10.54 to the Company's Form 10-K report to the
Securities and Exchange Commission for the fiscal year ended
April 30, 1989.
10.10 Smoking Alternative Products Marketing Agreement -
Daleco/Advantage Partners I, Daleco Capital Corp. -
June 4, 1990. Incorporated byreference to Exhibit 10.16 to
the Company's Form 1O-K report to the Securities and
Exchange Commission for the fiscal year ended April 30,
1990.
10.11 Borrowing Documents - Security Agreement and
Promissory Note - Line of Credit - Sanwa Bank California -
August 30, 1990.Incorporated by reference to Exhibit 10.11
to the Company's Form 10-K report to the Securities and
Exchange Commission for the fiscal year ended April 30,
1991.
10.12 Lease - Administrative Office - Laguna Hills,
California - Saddleback II Associates - May 30, 1991.
Incorporated by reference to Exhibit 10.12 to the Company's
Form 10-K report to the Securities and Exchange
Commission for the fiscal year ended April 30, 1991.
10.13 Agreement to settle litigation - More Direct
Response, Inc. - September 14, 1990. Incorporated by
reference to Exhibit 10.13 to the Company's Form 10-K report
to the Securities and Exchange Commission for the fiscal
year ended April 30, 1991.
10.14 Agreement - Balance For Life - Exclusive Marketing
For Smokers Choice and QuitPower - September 26,
1991.Incorporated by reference to Exhibit 10.14 to the
Company's Form 1O-K report to the Securities and Exchange
Commission for the fiscal year ended April 30, 1992.
11.15 Agreement - More Direct Response - Amendment To
CigArrest Plan And Gum Distribution - October 8, 1991.
Incorporated by reference to Exhibit 10.15 to the
Company's Form 10-K report to the Securities and Exchange
Commission for the fiscal year ended April 30, 1992.
11.16 Agreement - Beder Health Associates - QuitPower -
December 23, 1991. Incorporated by reference to Exhibit
10.16 to the Company's Form 1O-K report to the Securities
and Exchange Commission for the fiscal year ended April 30,
1992.
10.17 Agreement - Cruttenden & Company - Private
Placement Of Up To 2,700,000 Shares - December 27, 1991.
Incorporated by reference to Exhibit 10.17 to the Company's
Form 1O-K report to the Securities and Exchange Commission
for the fiscal year ended April 30, 1992.
10.18 Agreement - Mr. Kiki Vandeweghe - Be Safe
spokesperson - April 1, 1992. Incorporated by reference to
Exhibit 10.18 to the Company's Form 10-K report to the
Securities and Exchange Commission for the fiscal year ended
April 30. 1992.
10.19 Agreement - The Johns Hopkins School of Hygiene
and Public Health - Be Safe - April 20, 1992. Incorporated
by reference to Exhibit 10.19 to the Company's Form 10-K
report to the Securities and Exchange Commission for the
fiscal year ended April 30, 1992.
10.20 Agreement: Rockefeller, Rothschild & Steele -
Private Placement Of Up To 3,500,000 Shares - June 1, 1992.
Incorporated by reference to Exhibit 10.20 to the Company's
Form 10-K report to the Securities and Exchange Commission
for the fiscal year ended April 30, 1993.
10.21 Agreement - Deralee Scanlon - Consulting Agreement
- - Cholest Control - April 20, 1993. Incorporated by
reference to Exhibit 10.21 to the Company's Form 10-K report
to the Securities and Exchange Commission for the fiscal
year ended April 30, 1993.
10.22 Agreement - Lip Stick Saver - Licensing Agreement
- - April 13, 1993. Incorporated by reference to Exhibit 10.22
to the Company's Form 10-K report to the Securities and
Exchange Commission for the fiscal year ended April 30,
1993.
10.23 Agreement - Investor Resource Services -
Consulting Agreement - April 12, 1993. Incorporated by
reference to Exhibit 10.23 to the Company's Form 10-K report
to the Securities and Exchange Commission for the fiscal
year ended April 30, 1993.
10.24 Agreement - Regal Communications - License
Agreement - February 1, 1993. Incorporated by reference to
Exhibit 10.24 to the Company's Form 10-K report to the
Securities and Exchange Commission for the fiscal year
ended April 30, 1993.
10.25 Agreement - Regal Communications - Escrow & Pledge
Agreement - February 1, 1993. Incorporated by reference to
Exhibit 10.26 to the Company's Form 10-K report to the
Securities and Exchange Commission for the fiscal year
ended April 30, 1993.
10.27 Agreement - Regal Communications - Promissory Note
- - February 1, 1993. Incorporated by reference to Exhibit
10.27 to the Company's Form 10-K report to the Securities
and Exchange Commission for the fiscal year ended April 30,
1993.
10.28 Agreement - Sun Gen Lo Sun - Promissory Note &
Escrow Agreement - February 11, 1993. Incorporated by
reference to Exhibit 10.28 to the Company's Form 10-K
report to the Securities and Exchange Commission for the
fiscal year ended April 30, 1993.
10.29 Agreement - Michael Ackerman - Promissory Note &
Security Agreement - June 4, 1993. Incorporated by reference
to Exhibit 10.29 to the Company's Form 10-K report to the
Securities and Exchange Commission for the fiscal year ended
April 30, 1993.
10.30 Agreement - Lasting Cosmetics - Incorporated by
reference from Form 8-K -July 23, 1993.
10.31 Agreement - Guthy-Renker Corporation - May 5,
1994. Incorporated by reference to Exhibit 10.31 to the
Company's Form 10-K report to the Securities and Exchange
Commission for the fiscal year ended April 30, 1994.
10.32 Lease - office and warehouse - Irvine, California
- - Irvine Business Center Investors - May 11, 1994.
Incorporated by reference to Exhibit 10.32 to the Company's
Form 10-K report to the Securities and Exchange Commission
for the fiscal year ended April 30, 1994.
10.33 Certificate of amendment of Articles of
Incorporation as filed on November 10, 1994. Incorporated
by reference to Exhibit 1.2 from Form 8-K - November 10,
1994.
10.34 Agreement and Plan of Merger - Advantage
Acquisition, Eagle Vision, Environmental Professionals.
Incorporated by reference to Exhibit 2.2 from Form 8-K -
July 20, 1995.
10.35 Employment Agreement between the Company and Alan
S. Lipstein, dated August 1, 1995.*
10.36 Employment Agreement between the Company and
Gerald Norton, dated August 1, 1995.*
10.37 Employment Agreement between the Company and
George M. Carras, dated November 14, 1995.*
10.38 Extension Agreement between the Company and
Roscom, Ltd., effective as of August 31, 1996.*
10.39 Extension Agreement between the Company and Vietri
Investments, effective as of August 31, 1996.*
10.40 Capital Stock Purchase Agreement between the
Company and Cimtran, Ltd., together with promissory note
and stock pledge agreement, effective as of August 31,
1996.*
10.41 Agreement and Plan of Reorganization - The
Company, Advantage Life Acquisition, Universal Mica
Products, Inc. and George Lafauci, effective September 6,
1996.*
27. Financial Data Schedule (for SEC use only)
*Previously filed.
(b) Reports on Form 8-K: No reports on Form 8-K were
filed during the last quarter of the period
covered by this report.
Signatures
In accordance with Section 13 of the Exchange Act, the
registrant caused this report 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
Pursuant to the requirements of the Exchange Act, this
report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the
dates indicated.
/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 common shares
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, especially in
recent years that further increase the liabilities of the
Company without creating income or profits 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 necessary financing. Even
though the Company is actively searching 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 7,000,000 restricted stock, and
old management assigned 7,001,813 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 debt assumption.
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 are 18,219,516 on 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 be exercised by
April, 2000. Inasmuch as the par value of the stock in
$.16, this warrant, if exercised, would issue 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, which is
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.
