U.S. SECURITIES AND EXCHANGE COMMISSION
<P>
Washington, D.C. 20549
<P>
<P> AMENDMENT NO. 1 TO
FORM 10-QSB
<P>
THIS AMENDMENT NO. 1 TO FORM 10-QSB FOR ADVANTAGE LIFE PRODUCTS, INC.
IS BEING FILED DUE TO THE FACT THAT THE ORIGINAL FORM 10-QSB FILED ON
NOVEMBER 17, 2000 INCORRECTLY CONTAINED INFORMATION OF A DIFFERENT
ISSUER. THIS AMENDMENT NO. 1 CONTAINS THE CORRECT INFORMATION FOR
ADVANTAGE LIFE PRODUCTS, INC.
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2000
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<P>
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
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For the transition period from to
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<P>
Commission File No. 0-17414
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<P>
ADVANTAGE LIFE PRODUCTS, INC.
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(Name of Small Business Issuer in Its Charter)
<TABLE>
<S> <C>
Delaware 33-0213733
(State of Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
</TABLE>
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72 New Bond Street
London, England W1Y 9DD
(Address of Principal Executive Offices) (Zip Code)
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44-(0)1205-360-834
(Issuer's Telephone Number, Including Area Code)
<P>
Not Applicable
(Former name, former address and former fiscal year,
if changed since last year.)
<P>
Check whether the issuer: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period
that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for
the past 90 days.
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Yes No X
<P>
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: As of November17, 2000, the Company had
934,056 shares of Common Stock outstanding, $0.16 par
value.
<P>
ADVANTAGE LIFE PRODUCTS, INC.
Form 10-QSB Quarterly Report
For the Period Ended September 30, 2000
<TABLE>
<S> <C>
Page
Part I - FINANCIAL INFORMATION
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Item 1. Financial Statements
<P>
Unaudited Condensed Interim Balance Sheet
as of September 30, 2000 2
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Unaudited Condensed Interim Statements of Operations
for the Three Months and Nine Months Ended September 30,
2000 and September 30, 1999 3
<P>
Unaudited Condensed Interim Statements of Cash
Flows for the Nine Months Ended September 30, 2000
and September 30, 1999 4
<P>
Notes to Condensed Financial Statements 5-6
<P>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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Item 2. Changes in Securities
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Item 3. Defaults Upon Senior Securities
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Item 4. Submission of Matters to a Vote of Security Holders
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Item 5. Other Information
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Signatures
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</TABLE>
<P>
As noted above, this Amendment No. 1 to Form 10-QSB for Advantage
Life Products, Inc. is being filed due to the fact that the original
Form 10-QSB filed on November 17, 2000 incorrectly contained information
of a different issuer. This Amendment NO. 1 contains the correct
information for Advantage Life Products, Inc.
<P>
PART I - FINANCIAL INFORMATION
<P>
Item 1. Financial Statements:
<P>
As used herein, the term "Company" refers to Advantage
Life Products, Inc. and predecessors unless otherwise
indicated. Unaudited, condensed interim financial
statements including a balance sheet for the Company as
of the quarter ended September 30, 2000 and statements of
operations, and statements of cash flows for the interim
period up to the date of such balance sheet and the
comparable period of the preceding year attached hereto
as Pages 1 through 6 and are incorporated herein by this
reference.
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ACCOUNTANTS' REVIEW REPORT
--------------------------
<P>
To the Board of Directors of
Advantage Life Products, Inc.
<P>
We have reviewed the accompanying balance sheet of
Advantage Life Products, Inc. as of September 30, 2000
and the related interim statements of operations for the
three and nine months then ended, and cash flows for the
nine months ended in accordance with Statements on
Standards for Accounting and review Services issued by
the American Institute of Certified Public Accountants.
All information included in these financial statements is
the representation of management.
<P>
A review consists principally of inquiries of Company
personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express an opinion.
<P>
Based on our review, we are not aware of any material
modifications that should be made to the accompanying
financial statements in order for them to be in
conformity with generally accepted accounting principles.
<P>
The financial statements for the year ended December 31,
1999 were audited by us and we express an unqualified
opinion on them, with reference to a going concern, in
our report dated May 17, 2000. The financial statements
for the period ended September 30, 1999 were compiled by
us; accordingly, we express no assurance on them.
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Sellers & Associates, P.C.
November 16, 2000
Ogden, Utah
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ADVANTAGE LIFE PRODUCTS, INC.
UNAUDITED CONDENSED INTERIM BALANCE SHEET
<P>
ASSETS
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<S> <C>
CURRENT ASSETS
Total current assets $ -
-----------------
TOTAL ASSETS $ -
=================
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<P>
CURRENT LIABILITIES
Accounts payable $ 278,309
Judgements & claims payable 1,907,164
Convertible debenture 157,000
Other 168,353
Payable to major stockholder 30,000
-----------------
Total current liabilities 2,540,826
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Total liabilities 2,540,826
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<P>
COMMITMENTS AND CONTINGENCIES -
-----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock
$.16 par value, 25,000,000 shares authorized,
934,056 shares issued and outstanding as of
September 30, 2000 149,449
Additional paid-in capital 8,632,932
Retained earnings (deficit) (11,323,207)
-----------------
Net stockholders' equity (deficit) (2,540,826)
-----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT) $ -
=================
<P>
See Notes to Financial Statements
</TABLE>
ADVANTAGE LIFE PRODUCTS, INC.
UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30,
<TABLE> <C> <C> <C> <C>
Three Months Nine Months
Ended Ended
September 30, September 30,
2000 1999 2000 1999
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REVENUE
Other $ - $ - $ - $ -
---------------------------------------------
Total Revenue - - - -
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EXPENSES
General and administrative - - - -
---------------------------------------------
Total expense - - - -
---------------------------------------------
NET INCOME (LOSS) $ - $ - $ - $ -
---------------------------------------------
<P>
BALANCE NET INCOME (LOSS) PER
COMMON SHARE
Weighted average common shares
outstanding 934,056 934,056 934,056 934,056
<P>
NET (LOSS) PER COMMON SHARE $ - $ - $ - $ -
=============================================
<P>
See Notes to Financial Statements.
</TABLE>
<P>
ADVANTAGE LIFE PRODUCTS, INC.
UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDING SEPTEMBER 30,
<TABLE>
<S> <C> <C>
2000 1999
----------------------------
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 - -
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Net cash (used) by operating activities - -
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<P>
CASH FLOW FROM INVESTING ACTIVITIES
Net cash (used) by investing activities - -
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<P>
CASH FLOW FROM FINANCING ACTIVITIES
(Decrease) in judgments & claims payable - (30,000)
Increase in loans payable to stockholders - 30,000
-----------------------------
Net cash provided by financing activities - -
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(DECREASE) IN CASH AND CASH EQUIVALENTS - -
<P>
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR - -
-----------------------------
<P>
CASH AND CASH EQUIVALENTS, END OF PERIOD $ - $ -
=============================
<P>
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest $ - $ -
Cash paid for non stockholder liabilities - 30,000
=============================
<P>
Non-Cash Items
Stock issued for services $ - $ -
=============================
<P>
See Notes to Financial Statements
</TABLE>
<P>
ADVANTAGE LIFE PRODUCTS, INC.
Unaudited Condensed Financial Statements
September 30, 2000
<P>
NOTE 1 - BASIS OF PRESENTATION
<P>
The interim financial statements at September 30, 2000
are unaudited, but include all adjustments which
management considers necessary for a fair presentation.
<P>
The accompanying unaudited financial statements are for
the interim periods and do not include all disclosures
normally provided in annual financial statements, and
should be read in conjunction with the Company's Form
10KSB for the year ended December 31, 1999. The
accompanying unaudited interim financial statements as of
September 30, 2000 are not necessarily indicative of the
results which can be expected for the entire year.
<P>
The preparation of financial statements in conformity
with generally accepted accounting principles required
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<P>
NOTE 2 - COMMITMENTS AND CONTINGENCIES
<P>
The Company is exposed to various legal matters. In the
opinion of management, the resolution of these matters
will not have a material adverse effect on the company's
financial position or results of operations.
<P>
NOTE 3 - INCOME TAXES
<P>
The Company accounts for income taxes in accordance with
the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"), which required an asset and liability approach to
accounting for income taxes. Under SFAS 109, deferred
tax assets or liabilities are computed on the difference
between the financial statement and income tax bases and
assets and liabilities ("temporary differences") using
the enacted marginal tax rate. Deferred income tax
expenses or benefits are based on the changes in the
deferred tax asset or liability from period to period.
<P>
Management has a net operating loss carryforward.
However, it may or may not be able to realize all the tax
benefits available from the net operating loss
carryforward and has, therefore, provided a valuation
allowance of an equal amount. No income tax expense is
reflected in the Statement of Operations for the nine
months ended September 30, 2000.
<P>
NOTE 4 - WRITE OFF OF ALL ASSETS
<P>
The Company went out of business. Present management is
unable to satisfy itself as to whether there are any
assets. Consequently, the Company wrote off all assets
reported in the last audit as of April 30, 1996.
Management continues reporting all identifiable
liabilities. These changes, regardless as to when they
may have actually occurred, are all recognized and
reported effective May 1, 1996.
<P>
NOTE 5: 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>
Management has retained legal counsel. No opinion has
been developed as to the potential impact on the Company.
Nothing dealing with this matter has been recognized on
the financial statements.
<P>
ADVANTAGE LIFE PRODUCTS, INC.
MANAGEMENT DISCUSSION
As of September 30, 2000
<P>
ITEM 2. 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>
Item 1. 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 2. CHANGES IN SECURITIES
<P>
None
<P>
Item 3. DEFAULTS UPON SENIOR SECURITIES
<P>
None
<P>
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
<P>
None
<P>
Item 5. OTHER INFORMATION
<P>
None
<P>
Item 6. EXHIBITS
<P>
Exhibit Description of Document
------- ----------------------
27 Financial Data Schedule (for SEC use
only)
<P>
Signatures
<P>
In accordance with Section 13 of the Exchange Act,
the registrant caused this 10-QSB to be signed on its
behalf by the undersigned, thereunto duly authorized.
<P>
Advantage Life Products, Inc.
<P>
/s/ Mats Hartling
-------------------------------------
Mats Hartling, President and Director
November 17, 2000
<P>
