SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
<P>
FORM 10-KSB
<P>
[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, 1997 or
<P>
[ ] Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [No Fee
Required]
<P>
For the transition period from to
<P>
Commission file number 0-17414
<P>
Advantage Life Products, Inc.
(Exact Name of Registrant as Specified in its Charter)
<P>
<TABLE>
<S> <C>
Delaware 33-0213733
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
<P>
72 New Bond Street
London, England W1Y 9DD
(Address of Principal Executive Offices) (Zip Code)
<P>
44-(0)1205-360-834
(Issuer's Telephone Number, Including Area Code)
<P>
Securities registered pursuant to Section 12(b) of the Act:
None
<P>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.16 par value
(Title of Class)
<P>
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.
<P>
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: [ ].
<P>
State issuer's revenues for its most recent year ended
December 31, 1997: $ -0-.
<P>
State the aggregate market value of the 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 National
Quotations Bureau Pink Sheets for the prior week:
$.10 as of November 10, 2000, based on the prior week
average bid and ask prices.
<P>
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: 934,056 shares of Common Stock as of
November 16, 2000.
<P>
Documents Incorporated by Reference
<P>
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.
<P>
Transitional Small Business Disclosure Format:
Yes No X
<P>
PART I
<P>
Item 1. Description of Business
-------------------------------
<P>
Corporate History
<P>
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.
<P>
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
wound up the affairs of its "infomercial business".
<P>
On August 22, 1994, the Company reorganized as a Delaware
corporation.
<P>
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."
<P>
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.
<P>
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.
<P>
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.
<P>
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 as
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.
<P>
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.
<P>
Presently, the Company's executive offices are located at 72
New Bond Street, London, England W1Y 9DD and its telephone
number is 44-(0)1205-360-834.
<P>
CURRENT BUSINESS OF THE COMPANY
<P>
We intend to acquire, or undertake a merger with, a company
in an unspecified industry.
<P>
Employees. We do not presently have any full time employees.
<P>
Item 2. Description of Property.
---------------------------------
<P>
As of November 2000, our executive offices are located at 72
New Bond Street, London, England W1Y 9DD. Waterhouse
Investments Ltd., our controlling shareholder, provides such
space to us at no charge.
<P>
Item 3. Legal Proceedings.
---------------------------
<P>
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:
<P>
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.
<P>
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.
<P>
c. Sherry Guimond, a previous 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.
<P>
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.
<P>
e. Thomson Kernaghan & Co. Limited v. Advantage Life
Products, Inc., Case No. SAV98-502, filed in June, 1998, in
the District Court, Central District of California. Thomson
Kernaghan is alleging that we failed to honor conversion
notices which the plaintiff had in the Company and sought
recovery of $1,250,000 plus penalties. To date, Thomson
Kernaghan has been unable to effectuate service on our
Company. If, and when, the Company is properly served it
intends to negotiate a settlement of this matter.
<P>
Item 4. Submission of Matters to a Vote of Security
Holders.
----------------------------------------------------
<P>
We did not submit any matters to a vote of security holders
during the fiscal year covered by this report.
<P>
PART II
<P>
Item 5. Market for Common Equity and Related Stockholder
Matters.
----------------------------------------------------------
<P>
(a) Market information. Our common stock trades on the
NQB Pink Sheets 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:
<P>
<TABLE>
FISCAL QUARTER ENDED
<S> <C> <C> <C>
HIGH LOW
-------------------
9/30/00 1/4 0.06
6/30/00 1/4 0.05
3/30/00 1/2 1/8
12/31/99 1/8 0.02
9/30/99 0.12 0.02
6/30/99 0.03 0.03
3/31/99 0.04 1/16
12/31/98 0.06 0.00
9/30/98 0.05 0.02
6/30/98 0.10 0.06
3/30/98 0.25 .03
</TABLE>
<P>
The foregoing table reflects inter-dealer prices, without
retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions.
<P>
(b) Holders.
<P>
At November 15, 2000, we have approximately 195
shareholders of record of our Common Stock.
<P>
(c) Dividends.
<P>
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.
<P>
(d) Recent Sales of Unregistered Securities.
<P>
During the year December 31, 1997, the registrant has sold
shares of Common Stock without registration under the
Securities Act of 1933, as set forth below.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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 to Appolon
Limited.
<P>
No underwriters were involved in the foregoing transactions.
None of the securities were offered to the public.
<P>
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.
<P>
Item 6. Management's Discussion and Analysis or Plan of
Operation.
--------------------------------------------------------
<P>
GENERAL OVERVIEW
<P>
Advantage Life Products, Inc. (the "Company" or
"Advantage Life") was organized under the laws of the
State of Colorado in 1986, and subsequently reorganized
as a Delaware corporation in 1994.
<P>
By April 30, 1996, the Company had acquired various
subsidiaries and other assets. However, somewhere
between April 30, 1996 and August 17, 1998, the Company
lost everything and was left with sizable debts, claims,
judgements and litigation.
<P>
Management and controlling ownership interest in the
Company changed hands during 1996 to 1998 and then in
March, 1999 and again in August 1999. Controlling
ownership interest in the Company is presently held by
Waterhouse Investment, Inc., a foreign corporation out of
the United Kingdom (Present Management).
<P>
Present Management continues searching for any possible
assets the Company may have, if any, and to identify what
liabilities and judgements do exist. To the best
knowledge and judgement of Present Management, the
Company has lost or no longer owns any subsidiaries or
assets. Liabilities are reported at the largest amount
identified in whatever financial statements and other
information Present Management could locate. Actual
amounts the Company may ultimately pay and what is
reported could vary materially.
<P>
PLAN OF OPERATION
<P>
The Company has no operations at present. From time to
time there is some Company stock issued for services
rendered or monies loaned to the Company to pay for
professional services.
<P>
Management is presently involved in seeking a business
combination that will put active operations into the
Company. However, there can be no assurance given that
Advantage Life will be able to obtain a business
combination, or if accomplished, to successfully
operate such business combination.
<P>
LIQUIDITY AND CAPITAL RESOURCES
<P>
Advantage Life had no activity during the period. It has
no liquidity or capital resources, other than an
occasional exchange of services for stock in the Company,
or a loan by a shareholder to the Company to meet an
occasional required cash outlay. Therefore, there is not
a practical comparison of the current period activity
with that of the prior period activity. Consequently, no
comparable information is provided.
<P>
<P>
Item 7. Financial Statements.
------------------------------
<P>
Our financial statements prepared by Sellers & Associates
P.C. as of December 31, 1997 and for the two years then
ended, are included in this report and incorporated herein
by reference.
<P>
ADVANTAGE LIFE PRODUCTS, INC.
<P>
AUDITED FINANCIAL STATEMENTS
<P>
DECEMBER 31, 1997
<P>
ADVANTAGE LIFE PRODUCTS, INC.
TABLE OF CONTENTS
<P>
<TABLE>
<S> <C>
TITLE PAGE
INDEPENDENT AUDITORS' REPORT 1
<P>
AUDITED FINANCIAL STATEMENTS
<P>
BALANCE SHEETS 3
<P>
STATEMENTS OF OPERATIONS 4
<P>
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) 5
<P>
STATEMENTS OF CASH FLOWS 6
<P>
NOTES TO FINANCIAL STATEMENTS 7
<P>
</TABLE>
<P>
INDEPENDENT AUDITORS' REPORT
<P>
Board of Directors and Stockholders
ADVANTAGE LIFE PRODUCTS, INC.
<P>
We have audited the accompanying Balance Sheets of ADVANTAGE
LIFE PRODUCTS, INC. as of December 31, 1997 and 1996 and the
related Statements of Operations, Stockholders' Equity
(Deficit) and Cash Flows for the year ended December 31, 1997
and eight months ended December 31, 1996. 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.
<P>
Except as discussed in the following paragraph, 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.
<P>
Company ownership control as well as management has changed
hands various times since 1995. In turn, the books and
records of the Company were not all retained and passed from
one controlling body of the Company to the next.
Consequently, present management does not have all necessary
financial information generally needed in an audit.
Therefore, present management has chosen to report the
Company owning no assets when it may have some. Management
has also chosen to report in the financial statements all
known and possible liabilities of the Company. This approach
may materially overstate what will ultimately be settled and
paid.
<P>
In our opinion, except for the effects of such adjustments,
if any, as might have been determined to be necessary had we
been able to examine evidence regarding the assets and
liabilities, the Financial Statements referred to above
present fairly, in all material respects, the financial
position of ADVANTAGE LIFE PRODUCTS, INC. as of December 31,
1997 and 1996 and the results of its operations and cash
flows for the periods then ended in conformity with generally
accepted accounting principles.
<P>
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As discussed in the notes to the financial statements, the
Company disposed of all assets and subsidiaries and was left
without a business activity and considerable liabilities.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans
regarding these matters are also discussed in the notes to
the financial statements. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
<P>
Sellers & Associates, P.C.
May 17, 2000
Ogden, Utah
<P>
ADVANTAGE LIFE PRODUCTS, INC.
AUDITED BALANCE SHEETS
AS OF DECEMBER 31,
<P>
ASSETS
<TABLE>
<S> <C> <C>
1997 1996
CURRENT ASSETS
Total current assets $ - -
-----------------------------------
TOTAL ASSETS $ - -
===================================
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<P>
CURRENT LIABILITIES
Accounts payable $ 278,309 278,309
Judgements & claims payable 1,937,164 1,937,164
Convertible debenture 157,000 157,000
Other 168,353 168,353
-----------------------------------
Total current liabilities 2,540,826 2,540,826
-----------------------------------
Total liabilities 2,540,826 2,540,826
-----------------------------------
<P>
COMMITMENTS AND CONTINGENCIES - -
-----------------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock
$.16 par value, 25,000,000 shares authorized,
785,908 and 785,908 shares issued and outstanding as of
December 31, 1997 and 1996 125,745 125,745
Additional paid-in capital 8,632,932 8,632,932
Retained earnings (deficit) (11,299,503) (11,299,503)
-----------------------------------
Net stockholders' equity (deficit) (2,540,826) (2,540,826)
-----------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ - -
===================================
<P>
See Notes to Financial Statements
</TABLE>
ADVANTAGE LIFE PRODUCTS, INC.
AUDITED STATEMENTS OF OPERATIONS
AS OF DECEMBER 31,
<TABLE> <C> <C>
1997 1996
(12 Months) (8 Months)
---------------------------------------------
REVENUE
Other $ - $ -
---------------------------------------------
Total Revenue - -
---------------------------------------------
EXPENSES
General and administrative - -
---------------------------------------------
Total expense - -
---------------------------------------------
NET INCOME (LOSS) $ - $ -
=============================================
<P>
BALANCE NET INCOME (LOSS) PER
COMMON SHARE
Weighted average common shares
outstanding 785,908 785,908
<P>
NET (LOSS) PER COMMON SHARE $ - $ -
=============================================
<P>
See Notes to Financial Statements.
</TABLE>
<P>
<TABLE>
ADVANTAGE LIFE PRODUCTS, INC.
AUDITED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
<S> <C> <C> <C> <C> <C>
Additional Common
Common Stock Paid-In Stock Unearned
Shares Amount Capital Subscribed Compensation
---------------------------------------------------------
Balance April 30, 1996 as
audited by predecessor
auditors 296,476 $ 47,437 $17,705,204 $ (2,775,000) $ (900,000)
<P>
Results of management
decisions or reorganization,
reconstruction, and
reclassification as well as
write off of all assets and
some liability
adjustments - net 489,432 78,308 (9,072,272) 2,775,000 900,000
<P>
Net income (loss)
(8 months) -
------------------------------------------------------------
Balance December 31, 1996 785,908 $125,745 $ 8,632,932 $ - -
<P>
Net income (loss)
(12 months) 785,908 $125,745 $ 8,632,932 $ - -
============================================================
<P>
Continue on next page
<P>
See Notes to Financial Statements
<P>
</TABLE>
<TABLE>
ADVANTAGE LIFE PRODUCTS, INC.
AUDITED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
CONTINUE
---------
<S> <C> <C>
Retained
Earnings Net Equity
(Deficit) (Deficit)
-------------------------------
Balance April 30, 1996 as
audited by predecessor
auditors $ (10,291,661) $ 3,785,980
<P>
Results of management
decisions or reorganization,
reconstruction, and
reclassification as well as
write off of all assets and
some liability
adjustments - net (1,007,842) (6,326,806)
<P>
Net income (loss)
(8 months) -
------------------------------------------------------------
Balance December 31, 1996 (11,299,503) $(2,540,826)
<P>
Net income (loss)
(12 months) (11,299,503) $(2,540,826)
============================================================
<P>
See Notes to Financial Statements
<P>
</TABLE>
ADVANTAGE LIFE PRODUCTS, INC.
AUDITED STATEMENTS OF CASH FLOWS
AS OF DECEMBER 31,
<TABLE>
<S> <C> <C>
1997 1996
(12 Months) (8 Months)
----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ - $ -
<P>
Adjustments to reconcile net income
to net cash provided (used) by
Operating activities
Stock issued for services - -
-----------------------------
Net cash (used) by operating activities - -
-----------------------------
<P>
CASH FLOW FROM INVESTING ACTIVITIES
Net cash (used) by investing activities - -
-----------------------------
<P>
CASH FLOW FROM FINANCING ACTIVITIES
Net Cash provided by financing activities - -
-----------------------------
<P>
(DECREASE) IN CASH AND CASH EQUIVALENTS - -
<P>
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD - -
-----------------------------
<P>
CASH AND CASH EQUIVALENTS, END OF PERIOD $ - $ -
=============================
<P>
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest $ - $ -
Cash paid for other liabilities - -
=============================
<P>
Non-Cash Items
Stock issued for services $ - $ -
=============================
<P>
See Notes to Financial Statements
</TABLE>
<P>
ADVANTAGE LIFE PRODUCTS, INC.
<P>
Notes to Financial Statements
As of December 31, 1997
<P>
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
<P>
Organization:
<P>
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 under the name of Advantage Life Products, Inc.
<P>
By April 30, 1996, the Company had acquired various
subsidiaries and other assets. However, somewhere between
April 30, 1996 and August 17, 1998, the Company lost
everything and was left with sizable debts, claims,
judgements and litigation.
<P>
Management and controlling ownership interest in the Company
changed hands during 1996 to 1998 and then in March, 1999
and again in August 1999. Controlling ownership interest in
the Company is presently held by Waterhouse Investment,
Inc., a foreign corporation out of the United Kingdom
(Present Management).
<P>
Present Management continues identifying any possible assets
the Company may have, if any, and to identify what
liabilities and judgements do exist. Consequently, in the
best knowledge and judgement of Present Management, the
Company has lost or no longer owns any subsidiaries or
assets.
<P>
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.
<P>
The principal business activity of the Company at this time
is to assess where the Company is financially and to
actively seek a business combination with an ongoing
company.
<P>
Basis of Presentation:
<P>
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.
<P>
ADVANTAGE LIFE PRODUCTS, INC.
<P>
Notes to Financial Statements
As of December 31, 1997
<P>
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
(CONTINUED)
<P>
The Company issued audited financial statements as of April
30, 1996 and 1995 reporting sizeable assets and ongoing
operations. The April 30, 1996 audit report expressed
substantial doubt as to whether the Company could continue
as a going concern.
<P>
Present Management as well as prior managements indicate
they have been unable to obtain necessary financial data,
documents and activity to accurately and properly accumulate
and present the financial position of the Company as of
December 31, 1996, 1997, 1998 and 1999. Consequently,
Present Management has taken the position that there has
been no activity since December 31, 1996, except for
4,000,000 shares of stock (148,148 after the 27 for 1
reverse stock split) issued for services during 1998. These
financial statements have been prepared accordingly. All
liabilities reference to an internally prepared balance
sheet as of August 17, 1998.
<P>
Principles of Consolidation:
<P>
In the past, the financial statements of the Company have
been consolidated with subsidiaries and affiliates. However,
Present Management has taken the position that 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.
<P>
Cash and Cash Equivalents:
<P>
The Company considers highly liquid investments with
original maturities of three months or less to be cash
equivalents.
<P>
Potential unreported asset:
<P>
Sometime the end of 1997, the Company entered into a
purchase agreement to buy a 145 foot long luxury cruiser
ship. According to prior management, the company paid
$1,250,000 cash towards the purchase of the ship, along with
3,666,000 shares of corporate stock (135,778 shares after
the 27 for 1 reverse stock split). 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
<P>
ADVANTAGE LIFE PRODUCTS, INC.
<P>
Notes to Financial Statements
As of December 31, 1997
<P>
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
(CONTINUED)
<P>
determined the transaction may have involved what appears to
be illegal activity against the Company. Present Management
has determined it is in the best interest of the Company to
be released of any potential liabilities over this matter
and to seek means to recover any stock issued relating to
this matter. Consequently, this matter and related
interests and obligations have been assigned to P.L.S., an
unrelated third party in exchange for the recovery of any of
the otherwise issued stock as a result of these
transactions.
<P>
Income Taxes:
<P>
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.
<P>
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 net operating
loss income tax benefits. Because of this and the question
of going concern, no value of a possible net operating loss
is recognized in the financial statements.
<P>
The income tax fiscal year was April 30. This was changed
to December 31 beginning with December 31, 1996 and forward.
<P>
Net Income (Loss) Per Common Share:
<P>
Basic Net Income (Loss) Per Common Share is computed by
dividing the net income (loss) by the weighted average of
common shares outstanding during the year.
<P>
NOTE 2: GOING CONCERN
<P>
The Company has been inactive and non-operating since around
the end of 1997. The Company also has judgements placed
against it coming from among former management and employees
and unrelated third parties. These obligations, although
recognized retroactivity as if at December 31, 1996, require
future financial means to resolve and to pay.
<P>
ADVANTAGE LIFE PRODUCTS, INC.
<P>
Notes to Financial Statements
As of December 31, 1997
<P>
NOTE 2: GOING CONCERN - (CONTINUED)
<P>
The primary activity of the Company now is to preserve and
to regain its listing on the NASD bulletin board.
<P>
Present Management is seeking to move the Company forward
into a business acquisition in the USA or the United
Kingdom. 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 and additional financing and
operations, it cannot be assured at this time that such
event will occur. These conditions raise substantial doubt
about its ability to continue as a going concern. The
financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
<P>
NOTE 3: RELATED PARTY TRANSACTIONS
<P>
Karela Giselle Pty Ltd., an Australian investment company,
sued the Company for not converting a convertible debenture
as of September 1997. Pursuant to a May 1999 settlement,
the Company issued 7,000,000 restricted shares of stock
(259,259 after the 27 for 1 reverse stock split), and prior
management assigned 7,001,813 shares (259,326 after the 27
for 1 reverse stock split) of their own personal stock
ownership in the Company to Karela Giselle Pty Ltd.
<P>
These stock transactions effectively made Karela Giselle Pty
Ltd. the controlling shareholder of the Company. Karela
Giselle Pty Ltd. has in turn disposed of its interest to
Independent Business Consultants (IBC), a foreign
corporation out of Argentina. Later, in August 1999, IBC
disposed of its interest as majority shareholder to
Waterhouse Investments, Inc. (WII), a foreign corporation
out of the United Kingdom. All shares relating to these
transactions are recognized in these financial statements as
if they had occurred on May 1, 1996.
<P>
NOTE 4: STOCKHOLDERS' EQUITY
<P>
The Company was organized by the issuance of its common
stock. Over the prior years, stock has been issued for cash
and non-cash consideration. Non-cash consideration includes
debt discharge and debt assumption.
<P>
ADVANTAGE LIFE PRODUCTS, INC.
<P>
Notes to Financial Statements
As of December 31, 1997
<P>
NOTE 4: STOCKHOLDERS' EQUITY - (CONTINUED)
<P>
Common Stock
<P>
Common stock consists of authorized capital of 25,000,000
shares having a par value of US$0.16. Present Management has
taken the position that no new stock was issued by the
Company after April 30, 1996 except for 4,000,000 shares
issued for services during August, 1998. In addition, any
stock issued or committed to issue regardless of the reason,
including mergers and acquisitions that were undone, set
aside or otherwise not consummated, are recognized in the
financial statements as if they occurred May 1, 1996. The
last audited financial statements at that time were as of
April 30, 1996. It was audited by the predecessor auditors,
the opinion of such is not accepted by the present auditors.
<P>
Consequently, shares issued and outstanding are 14,219,516
at December 31, 1996 and 1997 and 18,219,516 at December 31,
1998 and after. In May 1999, the Company effected a 27 for
1 reverse stock split. This reverse stock split is
recognized in these financial statements retroactive to May
1, 1996, which results in 785,908 shares outstanding
retroactive to May 1, 1996, December 31, 1996 and 1997, with
934,056 shares outstanding as of December 31, 1998 and 1999.
<P>
Stock Warrant
<P>
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 (148,148 after the 27 for 1 reverse
stock split). The warrant must be exercised by April, 2000.
The exercising of this warrant is extended to April 2001 and
has not been exercised. 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.
<P>
NOTE 5: NOTES PAYABLE, LONG TERM DEBTS, AND ACCOUNTS PAYABLE
<P>
Certain unidentified obligations of the Company have been
carried forward and are believed by Present Management of
the Company to have been, in fact, satisfied or otherwise no
longer owing. There also may be unrecorded liabilities that
Present Management has been unable to identify. Present
Management continues investigating the circumstances of
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 as of August 31, 1998, but
Present
<P>
ADVANTAGE LIFE PRODUCTS, INC.
<P>
Notes to Financial Statements
As of December 31, 1997
<P>
NOTE 5: NOTES PAYABLE, LONG TERM DEBTS, AND ACCOUNTS PAYABLE
- (CONTINUED)
<P>
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, Present Management
has opted to disclose greater debt obligations than they
believe the Company will ultimately be obligated to pay.
<P>
Judgements & Claims Payable
<P>
Judgements & claims payable, by name only, are reported the
same since December 31, 1996, summarized as follows:
<P>
Feldsott et al $ 100,540
Ackerman 413,406
More Direct 686,593
Network Marketing 90,625
Guthy Renker 616,000
Try-Way Promotions, Inc. 30,000
-----------
Total $1,937,164
===========
<P>
In 1999, Try-Way Promotions, Inc. initiated a $10,000,000
law suit that was settled and paid for $30,000. The $30,000
before settlement is reflected in these financial statements
retroactively to December 31, 1996 as identified above. For
December 31, 1999, the $30,000 is reported as a payable to
Waterhouse Investment, Ltd., the major shareholder who paid
for the settlement (Refer to Note 7).
<P>
NOTE 6: COMMITMENTS AND CONTINGENCIES
<P>
Insurance:
<P>
The Company has discontinued its insurance coverages and
remains uninsured at this time.
<P>
Income Tax:
<P>
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 in the financial statements.
<P>
NOTE 7: SUBSEQUENT EVENTS
<P>
The Convertible Debenture Payable of $157,000 was owned by
Karela Giselle Pty Ltd., who sold by it after March 31,
1999. Several investors now hold the debenture.
<P>
Because of a lawsuit settlement May 21, 1999 with the
Company, Karela Giselle Pty Ltd became the owner of about
50% of the Company. Karela Giselle in turn disposed of its
interest in the Company to Independent Business Consultants
out of Argentina.
<P>
Also, in connection with the same lawsuit, Independent
Business Consultant received 2,000,000 shares of stock from
other shareholders. In addition, one shareholder returned
back to the Company 7,000,000 shares of stock previously
received in a purchase of a subsidiary by the Company. The
7,000,000 shares in turn were reissued to Independent
Business Consultant. After the 27 for 1 reverse stock split
effective May1999, the 2,000,000 and 7,000,000 shares of
stock are 74,074 and 259,259 shares respectively.
<P>
Later in 1999, Independent Business Consultant sold its
stock in the Company to Waterhouse Investments, Inc. (WII).
WII now controls the Company and in turn has selected
Present Management to handle the affairs of the Company.
All in all, Waterhouse Investments, Inc. owns, after the 27
for 1 reverse stock split, 592,661 out of 674,797 shares of
stock, or 63% of the total issued and outstanding shares of
the Company as of May 17, 2000.
<P>
NOTE 7: SUBSEQUENT EVENTS
<P>
On October 5, 2000, the Company became aware of a complaint
filed against it. It was filed by Thomson Kernaghan & Co.
Limited, in June, 1998 in the U.S. District Court, Central
District of California, Case No. SAV98-502. Thomson
Kernaghan is alleging the Company failed to honor conversion
notices which they as plaintiff had in the Company and
sought recovery of $1,250,000 plus penalties. Thomson
Kernaghan has been unable to effectuate service on the
Company.
<P>
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
----------------------------------------------------------
<P>
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.
<P>
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.
<P>
PART III
<P>
Item 9. Directors, Executive Officers, Promoters and
Control Persons, Compliance with Section 16(a) of
the Exchange Act.
-----------------------------------------------------------
<P>
Our officers and directors as of the date of this report
are:
Name Position
---------------------- ----------------------------
Mats Hartling President and Director
<P>
Mats Hartling, 40, has been President and Director of
Advantage Life Products since July 1999. From August 1995
to September 1999 he was President of Black Cat Enterprises
GB Ltd. In 1997 he was appointed President of Waterhouse
Investments Ltd. From 1988 to 1995, he was a director of
several private and public Scandinavian shipping companies.
In 1999 he was appointed financial advisor to several Baltic
Financial Institutions. He has taken extensive courses in
financial and shipping management and updates in finance
law.
<P>
Item 10. Executive Compensation.
--------------------------------
<P>
No Officer or Director received compensation during the
fiscal years ending December 31, 1999, December 31, 1998 and
December 31, 1997.
<P>
Item 11. Security Ownership of Certain Beneficial Owners
and Management
<P>
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.
<P>
<TABLE>
<S> <C> <C> <C>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
-------------------------------------------------------------------------------
<P>
Common Waterhouse Investments 592,593 63.45%
Ltd. (1)
<P>
Common Appolon Limited (2) 135,778 14.54%
<P>
Common Medley Credit Acceptance 74,074 7.93%
Corp. (3)
<P>
Officers and directors 592,593 63.45%
as a group (1 person)
<P>
(1) Waterhouse Investments Ltd.'s (address is 72 New Bond
Street, London, England W1Y 9DD) controlling shareholder is
First Western Limited (address is 50 Garfits Lane, Boston,
Lincolnshire, England PE21 7EX). The Company's sole officer
and director, Mats Hartling is the majority shareholder of
First Western Limited. Waterhouse purchased the shares from
International Business Consultants ("IBC")in July and August
1999. To date, the transfer agent has not been notified of
such transaction and its records indicate that IBC is still
the shareholder of record for such shares.
<P>
(2) In December 1997, the Company issued 3,666,000 shares to
Appolon Limited, c/o Barry Globerman, Esq., 12 Fiddler Crab
Trail, Westhampton, New York 11977 for the acquisition of
the cruise ship, Aqua Azzurra. After the Company's 27 for 1
reverse stock split, such entity had 135,778 shares. The
Company does not know the beneficial owners of such entity.
<P>
(3) In June 1998, the Company issued 2,000,000 shares to
Medley Credit Acceptance Corp., 1100 Ponce de Leon
Boulevard, Coral Gables, Florida 33134 as collateral
security to ensure repayment of a debt. After the Company's
27 for 1 reverse stock split, such entity has 74,074 shares.
The Company does not know the beneficial owners of such
entity.
<P>
(4) Cede & Co. holds 119,719 shares which represents
approximately 13% of the issued and outstanding shares.
However, the Company assumes that there is not any
shareholder that holds at least 46,701 shares (5% of the
issued and outstanding shares).
</TABLE>
<P>
Item 12. Certain Relationships and Related Transactions
---------------------------------------------------------
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
SECTION 16 REPORTS
<P>
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. To date,
all required forms have not been filed.
<P>
PART IV
<P>
Item 13. Exhibits and Reports on Form 8-K.
-------------------------------------------
<P>
(a) The following documents are filed as a part of this
report:
<P>
(i) and (ii) Financial statements and schedules:
<P>
The Index to Financial Statements appearing on page F-1 are
incorporated herein by this reference.
<P>
(iii) Exhibits
<P>
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").
<P>
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.
<P>
3.3 Bylaws. Incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement.
<P>
10.1 1986 Incentive Stock Option Plan. Incorporated by
reference to Exhibit 10.2 to the Company's
Registration Statement.
<P>
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, Rregistration No. 33-33648 ("S-8").
<P>
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.
<P>
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.
<P>
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.
<P>
10.6 Agreement - Employment - Danks - December 1, 1986,
as amended. Incorporated by reference to Exhibit
10.19 to the Company's Registration Statement.
<P>
10.7 Lease - Manufacturing Facility - York, Nebraska -
June 22, 1988. Incorporated by reference to Exhibit
10.53 to the Company's Registration Statement.
<P>
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.
<P>
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.
<P>
10.10 Smoking Alternative Products Marketing Agreement -
Daleco/Advantage Partners I, Daleco Capital Corp. -
June 4, 1990. 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, 1990.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
10.30 Agreement - Lasting Cosmetics - Incorporated by
reference from Form 8-K -July 23, 1993.
<P>
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.
<P>
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.
<P>
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.
<P>
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.
<P>
10.35 Employment Agreement between the Company and Alan S.
Lipstein, dated August 1, 1995.*
<P>
10.36 Employment Agreement between the Company and Gerald
Norton, dated August 1, 1995.*
<P>
10.37 Employment Agreement between the Company and George
M. Carras, dated November 14, 1995.*
<P>
10.38 Extension Agreement between the Company and Roscom,
Ltd., effective as of August 31, 1996.*
<P>
10.39 Extension Agreement between the Company and Vietri
Investments, effective as of August 31, 1996.*
<P>
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.*
<P>
10.41 Agreement and Plan of Reorganization - The Company,
Advantage Life Acquisition, Universal Mica Products,
Inc. and George Lafauci, effective September 6,
1996.*
<P>
27. Financial Data Schedule (for SEC use only)
<P>
*Previously filed.
<P>
(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.
<P>
Signatures
<P>
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.
<P>
/s/ Mats Hartling
----------------------------------
Mats Hartling, President and Director
<P>
November 16, 2000
