<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
COMMISSION FILE NUMBER 033-55254-27
ADVANCED LUMITECH, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0438637
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
36 Avenue Cardinal - Mermillod, Carouge, Switzerland 1227
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 41-22-301-0360
Hyena Capital, Inc., 3098 S. Highland Drive, Suite 460, Salt Lake City, UT 84106
(Former name, former address, and
former fiscal year if changed since last report)
Indicate by check mark whether the registrant (1) has 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 filing
requirements for the past 90 days.
Yes ______ No X
Indicate the number of shares outstanding of the registrant's Common Stock,
par value $.001 par value per share, as of November 12, 1998 was 25,000,000.
<PAGE>
ADVANCED LUMITECH, INC.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION......................................... 3
ITEM 1 FINANCIAL STATEMENTS..................................... 3
CONDENSED BALANCE SHEETS................................. 3
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS............................................ 10
PART II. OTHER INFORMATION............................................. 16
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS......................................... 16
ITEM 5 EXHIBITS AND REPORTS ON FORM 8-K:........................ 17
SIGNATURES.............................................................. 18
EXHIBIT INDEX........................................................... 19
2
<PAGE>
PART I. FINANCIAL INFORMATION
ADVANCED LUMITECH, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Assets
Current assets:
Cash $ 57,985 $ 494
Accounts receivable from affiliated company 61,343 66,672
Prepaid expenses and other assets 2,757 2,270
------------ -------------
Total current assets 122,085 69,436
Property and equipment 14,577 7,981
Patent and patent application costs 15,043 -
------------ -------------
Total assets $ 151,705 $ 77,417
============ =============
Liabilities and shareholders' deficit
Liabilities:
Borrowings under bank line-of-credit $ 383,127 $ 375,881
Accounts payable and accrued liabilities 102,243 266,317
Deferred revenue 136,195 141,379
------------ -------------
Total current liabilities 621,565 783,577
Note payable to related party 40,028 39,479
Note payable to founders 247,617 321,997
Commitments and contingencies - -
Shareholders' deficit:
Common shares, $0.001 par value
Authorized shares--100,000,000 at September 30,
1998 and 1997
Issued and outstanding--25,000,000 at September 30,
1998 and 1997
Additional Paid in Capital 419,673 46,423
Note receivable from founders for issued shares (34,965) (34,965)
Deficit accumulated during the development stage (1,238,076) (1,155,875)
Cumulative translation adjustment 70,863 51,781
------------ -------------
Total shareholders' deficit (757,505) (1,067,636)
------------ -------------
Total liabilities and shareholders' deficit $ 151,705 $ 77,417
============ =============
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
3
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ADVANCED LUMITECH, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30 September 30
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue from affiliated company $ - $ 4,821 $ - $ 115,742
Expenses:
Cost of sales - 3,351 - 126,322
Selling, general and administrative expenses 24,134 20,283 43,620 73,993
---------- ---------- ---------- ----------
Total expenses 24,134 23,634 43,620 200,315
---------- ---------- ---------- ----------
Operating loss (24,134) (18,813) (43,620) (84,573)
Interest expense 12,621 13,852 38,581 38,093
---------- ---------- ---------- ----------
Loss before income taxes (36,755) (32,665) (82,201) (122,666)
Provision for income taxes - - - -
---------- ---------- ---------- ----------
Net loss $(36,755) $(32,665) $(82,201) $(122,666)
========== ========== ========== ==========
Basic and diluted net loss per share (0.001) (0.001) (0.003) (0.005)
========== ========== ========== ==========
Weighted average shares 25,000,000 25,000,000 25,000,000 25,000,000
========== ========== ========== ==========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
4
<PAGE>
ADVANCED LUMITECH, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine-Months Ended
September 30,
1998 1997
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (82,201) $(122,666)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 2,698 3,547
Changes in operating assets and liabilities:
Accounts receivable 5,330 (34,288)
Prepaid expenses and other assets (487) -
Inventory - (25,811)
Accounts payable and accrued liabilities (164,074) 61,119
Deferred revenue - 104,068
--------- ---------
Net cash used in operating activities (238,734) (14,031)
INVESTING ACTIVITIES
Patent and patent application costs (15,043) -
Purchases of property and equipment (9,293) (7,486)
--------- ---------
Net cash used in investing activities (24,336) (7,486)
FINANCING ACTIVITIES
Net change in bank line of credit 7,246 (38,649)
Repayment of notes payable to founders (74,380) (15,838)
Capital contributions 373,250 -
--------- ---------
Net cash provided by (used in) financing 306,116 (54,487)
activities
Effect of changes in foreign exchange rates 14,445 69,886
--------- ---------
Increase (decrease) in cash 57,491 (6,118)
Cash at beginning of period 494 6,118
--------- ---------
Cash and cash equivalents at end of period $ 57,985 $ -
========= =========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
5
<PAGE>
ADVANCED LUMITECH, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. NATURE OF BUSINESS
Prior to its acquisition of Lumitech SA ("Swiss Lumitech") on August 13,
1998, Advanced Lumitech Inc. (the "Company") had no operational history and
had yet to engage in business of any kind. Swiss Lumitech is a development
stage company, founded in Switzerland in 1992, which has developed and
patented a process which makes it possible for the first time to readily
create, luminescent color photo-quality pictures (the "Luminescence
Product"). The light emitting photographs can then be applied to numerous
objects and materials for use in various applications. Although Swiss
Lumitech has developed the Luminescence Product to what it believes to be a
marketable form, it has yet to commercially market the Luminescence Product
and generate revenues therefrom. Prior to the development of the
Luminescence Product, Swiss Lumitech's operations comprised the publication
and marketing of a book written by Swiss Lumitech's co-founders. Effective
January 1, 1996, Swiss Lumitech ceased all non-Luminescence Product
activities.
The Company intends to market the Luminescence Product in the United
States, commencing primarily with the home photography market. Such
activities are expected to commence in early 1999 and be financed by the
Company's issuance of shares to third party investors. See "Management's
Discussion and Analysis - Capital Resources and Liquidity".
2. BASIS OF PRESENTATION AND SWISS LUMITECH ACQUISITION
The Company, since its inception, has devoted substantially all of its
efforts to product development, market research and securing financing. No
significant revenues have been derived from operations.
Effective August 13, 1998, the Company acquired 100% of the then
outstanding common stock of Swiss Lumitech. For accounting purposes, the
acquisition of Swiss Lumitech was treated as a reverse acquisition of the
Company by Swiss Lumitech. The Company was the legal acquirer and
accordingly, the acquisition was effected by the issuance of four million
newly issued common shares ($ 0.001 par value) of the Company. In a reverse
acquisition, the historical shareholder's equity of the acquiror prior to
the merger is retroactively restated (a recapitalization) for the
equivalent number of shares received in the merger after giving affect to
any difference in par value of the issuers and acquirer's stock by an
offset to paid in capital. Earnings per share calculations give
retroactive effect to the recapitalization for all periods presented.
As a result of this transaction, the shareholders of Swiss Lumitech became
majority shareholders of the Company, owning 80% of the Company's then
issued five million voting common shares. Subsequent to consummation of the
transaction and related forward stock-split and name change, the Company's
then Board of Directors resigned. Swiss Lumitech's CEO assumed control of
the Company and the day to day running of its operations.
6
<PAGE>
ADVANCED LUMITECH, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
2. BASIS OF PRESENTATION AND SWISS LUMITECH ACQUISITION (CONTINUED)
The unaudited consolidated financial statements presented herein reflect
the financial condition and results of operations of Swiss Lumitech prior
to August 13, 1998 and reflect the combined financial condition and results
of operations of the Company and Swiss Lumitech after that date.
On August 14, 1998, the Company's Board of Directors approved a 5-for-1
forward stock split of the Company's issued and outstanding common shares
(the "Stock Split"). Accordingly, the Company's then issued and outstanding
share capital of five million shares was increased to 25 million. All share
and per share information set forth herein have been adjusted to reflect
the Stock Split. Also on August 14, 1998, the Company's Board of Directors
approved the change of the Company's name to Advanced Lumitech, Inc., from
Hyena Capital, Inc.
The accompanying unaudited consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary for all periods
presented. The unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States for interim financial information. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles in the United States for complete audited financial
statements. See "Managements Discussion and Analysis - Prior Period
Financial Statements"
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. All significant intercompany balances and transactions have been
eliminated in consolidation. The results of operations for any interim
period are not necessarily indicative of the results of operations for a
full year.
7
<PAGE>
ADVANCED LUMITECH, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Foreign Currency
Foreign currency denominated assets and liabilities are translated into
U.S. dollar equivalents based on exchange rates prevailing at the end of
each period. Revenues and expenses are translated at average exchange rates
during the year. Aggregate foreign exchange gains and losses arising from
the translation of foreign currency denominated assets and liabilities are
included in stockholders' equity, and realized gains and losses are
reflected in income. Currently, the majority of the Company's expenses are
incurred by Swiss Lumitech. Accordingly, the present functional currency of
the Company is the Swiss Franc.
Patents and Patent Applications
The Company capitalizes costs associated with the registration and
maintenance of patents. Such patents relate exclusively to the Luminescence
Technology. Amortization of such capitalized costs is provided using
straight-line methods over the estimated economic lives, not to exceed 20
years.
Basic and Diluted Net Loss per Common Share
Basic and diluted net loss per common share is computed on the basis of the
weighted average number of shares of common stock outstanding. There is no
difference between basic and diluted net loss per common share since the
Company has recorded losses since inception.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
130, "Reporting Comprehensive Income." SFAS 130 requires disclosure of
total non-stockholder changes in equity in interim periods and additional
disclosures of the components of non-stockholder changes in equity on an
annual basis. Total non-stockholder changes in equity includes all changes
in equity during a period except those resulting from investments by and
distributions to stockholders. Total comprehensive income for the three-
months and nine-months ended September 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Three-months ended Nine-months ended
September 30, September 30,
1998 1997 1998 1997
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net Loss $(36,755) $(32,665) $(82,201) $(122,666)
Foreign currency translation gain - - 19,082 70,590
-------- -------- -------- ---------
Total comprehensive income $(36,755) $(32,665) $(63,119) $ (52,076)
======== ======== ======== =========
</TABLE>
8
<PAGE>
ADVANCED LUMITECH, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Segment Information
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). SFAS 131, establishes
standards for the way that public business enterprises report information
about operating segments in annual financial statements and requires that
those enterprises report selected information about operating segments in
interim financial reports. It also establishes standards for related
disclosures about products and services, geographic areas and major
customers. SFAS 131 is effective for financial statements for fiscal years
beginning after December 15, 1997, and therefore the Company will adopt its
requirements in connection with its annual reporting for the year ending
December 31, 1998. Adoption of this standard will not impact the Company's
consolidated results of operations or financial condition.
9
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
Prior to its acquisition of Swiss Lumitech on August 13, 1998, the Company had
no operational history and had yet to engage in business of any kind. Swiss
Lumitech is a development stage company, founded in Switzerland in 1992, which
has developed and patented a process which makes it possible for the first time
to readily create, luminescent color photo-quality pictures. The light emitting
photographs can then be applied to numerous objects and materials for use in
various applications. Although Swiss Lumitech has developed the Luminescence
Product to what it believes to be a marketable form, it has yet to commercially
market the Luminescence Product and generate revenues therefrom. Prior to the
development of the Luminescence Product, Swiss Lumitech's operations comprised
the publication and marketing of a book written by Swiss Lumitech's co-founders.
Subsequent to the Company's development of the Luminescence Product, the
Company's recurring revenues were generated through sales of watches onto which
the Luminescence Product had been applied. These sales were made to a company
controlled by the Company's founders (the "Netherlands Affiliate"), which in
turn sold the product to Netherlands based retailers. However, as a result of
the significant start-up costs incurred in this activity prior to the Company's
change in strategy, the Company was unable to generate operating profits. As a
result, from the period since inception of the Company through December 31,
1997, the Company generated accumulated losses of approximately $ 1.2 million.
Included in such accumulated losses are approximately $ 70,000 of costs
associated with the write-off of the Company's remaining inventory of
Luminescence Product watches, which were on hand at December 31, 1997. Such
write off was necessary given the Company's change in strategy, as discussed
below. The accumulated losses were funded through the Company's credit line and
by loans from the Company's founders and a related party.
Effective January 1, 1998, the Company amended its strategy and focused on
developing the technology, infrastructure and commercial strategy which would
allow it to market the Luminescence Product and generate revenues through sales
of the materials (primarily special paper, ink, paints and compounds) to
licensees, which will manufacture the products sold to end users. In addition,
the Company will earn annual license fees from the licensees for the use of the
Luminescence Product.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
General (Continued)
The Company intends to initially market the Luminescence Product in the United
States, commencing primarily with the retail film development market in high
tourist density locations, such as amusement parks, cruise-liners and popular
destination cities. Such activities are expected to commence in early 1999 and
be financed by the Company's issuance of shares to third party investors as
described under "Liquidity and Capital Resources" below. At September 30, 1998,
the Company has not yet begun commercial marketing and licensing of its
Luminescence Product and has generated accumulated losses of approximately $ 1.2
million.
The ability of the Company to continue to operate as a going concern cannot be
predicted at this time and is primarily dependent upon the Company's ability to
obtain the necessary financing to enable it to successfully market the
Luminescence Product and then upon future profitable operations.
The following discussion of results of operations reflects the operations of
Swiss Lumitech prior to August 13, 1998 and reflects the combined operations of
the Company and Swiss Lumitech subsequent to August 13, 1998. Accordingly,
references to the Company refer to operations of Swiss Lumitech prior to its
legal acquisition by the Company and the combined operations of the Company and
Swiss Lumitech subsequent to Swiss Lumitech's acquisition.
Results of Operations:
Results of Operations for the three-months ended September 30, 1998 compared to
the three-months ended September 30, 1997.
Revenues:
Due to the Company's change in strategy described above, the Company recorded no
revenues during the three month period ended September 30, 1998. During 1997,
the Company's revenues were generated from sales of Luminescence Product watches
to the Netherlands Affiliate, as described above.
Cost of Sales:
Due to the Company's change in strategy described above, the Company recorded no
cost of sales during the 1998 period. In the 1997 period, the Company recorded
cost of sales of $3,351 related to the sale of Luminiscence Product watches to
the Netherlands Affiliate.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses increased by $3,851 due to
increased professional fees associated with compliance with the reporting
requirements of the Securities and Exchange Commission.
Interest Expense:
The decrease in interest expense was primarily a result of average foreign
exchange rate differences between the periods.
Results of operations for the Nine-Months Ended September 30, 1998 compared to
the Nine-Months Ended September 30, 1997
Revenues:
Due to the Company's change in strategy described under `General' above, the
Company recorded no revenues during the nine-months ended September 30, 1998. In
the equivalent 1997 period, the Company's revenues were generated from sales of
Luminescence Product watches to the Netherlands Affiliate, as described under
`General' above.
Cost of Sales:
Due to the Company's change in strategy described under `General' above, the
Company recorded no cost of sales during the 1998 period. In the 1997 period,
the Company recorded cost of sales of $126,322 related to the sale of
Luminescence Product watches to the Netherlands Affiliate.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses decreased by $30,373, as the
Company's change in strategy and cost cutting practices took effect. Such
reductions were primarily realized in administrative costs, marketing and
business travel related expenses, as the Company cut back its marketing of the
Luminescence Product watches and began focusing on the new operating strategy.
Interest Expense:
Interest expense remained constant between the 1998 and 1997 periods in both
dollar and Swiss Franc terms, due to comparable average foreign exchange-rates
and borrowings balances, respectively.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Liquidity and Capital Resources
During 1998, the Company commenced actively seeking new investors to fund the
marketing, of the Luminescence Product in the United States, which is expected
to commence in 1999. During the 1998 nine-month period, the Company received
$373,250 in consideration for approximately 534,000 shares of stock to be
issued by the Company to third-party investors.
The Company used the $ 373,250 primarily to repay suppliers and advances from
the Company's founders. In addition, approximately $23,000 was used to fund
patent application and maintenance costs, associated with the Company's
Luminescence Product. The remainder was primarily used to fund the Company's
operations, which continue to utilize the Company's cash resources. In 1997, the
Company's operations were primarily funded through the receipt of approximately
$ 100,000 from the Netherlands Affiliate as consideration for the right to sell
the Luminescence Product watches. In addition, the Company maximized the credit
granted by its suppliers during 1997, which generated net positive cash flows of
approximately $61,000. These sources of funds were used to repay a portion of
the bank line of credit and to fund the Company's operations.
At September 30, 1998, the Company has not yet begun commercial marketing and
licensing of its Luminescence Product and has generated accumulated losses of
approximately $1.2 million. The ability of the Company to continue to operate
as a going concern cannot be predicted at this time and is primarily dependent
upon the Company's ability to obtain the necessary financing to enable it to
successfully market the Luminescence Product and then upon future profitable
operations.
As a result of the change in strategy of the Company, the Company intends to
terminate its agreement with the Netherlands Affiliate and repay the $ 100,000
received in 1997 and currently included in the balance sheet classification
"Deferred revenue". Also during 1999 the Company intends to repurchase the
Luminescence Product patents from Lumicorp, a Swiss business owned by the
founders of the Company. Lumicorp was established solely to hold the patents and
purchased them from the Company for SFr. 50,000 in 1996. Pursuant to such
purchase agreement the Company retained the right to use and license the
Luminescence Product. The repurchase price for the patents will be SFr. 50,000
(approximately $33,333 at the September 30, 1998 exchange-rate), which liability
is included in the balance sheet classification "Deferred revenue".
12
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Liquidity and Capital Resources (Continued)
The original acquisition of the Luminescence Product was made pursuant to a
royalty agreement with the inventor of the Luminescence Product (the "Royalty
Agreement"), which called for the payment of royalties based on the number of
Luminescence Product goods sold. With the change in operating strategy, whereby
the Company will license the Luminescence Product and sell materials to the
licensees, the Company has decided to restructure the Royalty Agreement. The
Company intends to restructure the Royalty Agreement, such that the inventor of
the Luminescence Product receives a fixed number of shares of the Company and a
lump sum payment. As the Company is in the early stages of negotiation with the
Luminescence Product inventor it is not presently able to estimate the cost of
restructuring the Royalty Agreement, but does not expect such consideration to
exceed an aggregate SFr. 150,000 ($100,000 at the September 30, 1998 exchange
rate) in cash and 500,000 shares of the Company. Given the limited operations
of the Company, the cost is likely to be material to the results of operations
and financial condition of the Company.
The Company intends to finance the repayment of amounts to the Netherlands
Affiliate, and Lumicorp and the restructuring of the Royalty Agreement through
the issuance of shares in the Company, as described below.
At September 30, 1998, the Company had exceeded the SFr. 480,000 (approximately
$320,000 at the September 30, 1998 exchange rate) available to it under its line
of credit with a major Swiss bank. The line of credit is guaranteed by one of
the Company's shareholders. Subsequent to year end, the Company repaid SFr.
20,000 of the line of credit, but continues to exceed its agreed upon limit. The
Company anticipates raising an additional approximate sum of $4.6 million,
through the issuance of approximately 5.5 million shares of the Company's common
stock to third party investors. However, should the Company fail to raise such
funds or the Company's line of credit is reduced or terminated, there is no
guarantee the Company will be able to continue as a going concern and it may be
unable to recover the carrying value of its assets.
Year 2000
The Company is undergoing a review of its information systems, including
consideration of issues associated with the Year 2000. The Company will initiate
a review of potential Year 2000 matters with its significant suppliers (which is
expected to be completed by the end of 1999) to determine the extent to which
the Company is vulnerable to those third parties' failure to remediate their own
Year 2000 issues. Although the actual costs cannot be determined until the
review is completed, there can be no assurance that the systems of other
companies will be converted on a timely basis and will not have a corresponding
adverse effect on the Company's results of operations.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Euro Currency
The participating member countries of the European Union have agreed to adopt
the Euro as the common legal currency on January 1, 1999. On that same date they
will establish the fixed conversion rates between their existing sovereign
currencies and the Euro. The Company has begun to assess the potential impact on
the Company that may result from the Euro conversion. At this early stage of its
assessment the Company cannot predict the impact of the Euro conversion.
Certain Factors That May Affect Future Results
This Quarterly Report on Form 10-Q contains forward-looking Statements that
involve a rumber of risks and uncertainties. There are a number of important
factors that could cause the Company's actual results to differ materially from
those indicated by such forward-looking statements.
These factors include without limitation, that the Company is in the early
stages of development and has not generated revenue from the sale of products
and has thus incurred operational losses since inception.
The commercial success of the Company is dependent upon the acceptance in the
marketplace of its Luminescence Product. The Company has needed to establish
collaborative relationships with partners in connection with the development of
the Luminescence Product and its myriad of potantial applications and there can
be no assurance that these relationships will be successful and that the
termination of such relationships will not be detrimental to the Company.
The Company needs to secure additional funding to finance development, marketing
and operational costs associated with launching the Luminescence Product. There
can be no assurance that the Company will secure these funds, and failure to do
so will have a material adverse effect on the Company's business, financial
condition and results of operations.
The Company may face competition from other companies, which may have greater
resources than the Company, seeking to duplicate our technologies and to enter
our targeted markets. There can be no assurance that the Company will be able to
successfully compete with such potential competitors.
The Company lacks an experienced marketing and sales force to sell its
Luminescence Product. The Company's failure to develop such marketing and sales
forces to sell its Luminescence Product will have a material adverse effect on
the Company's business, financial condition and results of operations.
14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Certain Factors That May Affect Future Results (Continued)
The Company is dependent upon two sources for the supply of the Alkaline Earth
component necessary for creation of its Luminescence Product. There can be no
assurance that the Company can obtain the Alkaline Earth component if the
Company's relationships with the sources is terminated. Termination of these
relationships may have a material adverse effect on the Company's business,
financial condition and results of operation.
The Company is undergoing a review of its information systems, including
consideration of issues associated with the Year 2000. It is unclear at this
time what affect the Year 2000 issue will have on the Company.
The participating member countries of the European Union have agreed to adopt
the Euro as the common legal currency on January 1, 1999. At this early stage of
its assessment the Company cannot predict the impact of the Euro conversion.
Prior Period Financial Statements
Prior to its acquisition on August 13, 1998, Swiss Lumitech was subject to an
annual audit under generally accepted Swiss auditing and accounting standards,
which standards differ materially from the equivalent standards generally
accepted in the United States. For purposes of the unaudited interim financial
information included in this Report on Form 10Q, the Company has restated Swiss
Lumitech's financial statements for the 1997 periods so as to comply with
generally accepted accounting principles in the United States. However, such
restated financial statements as presented herein, including the consolidated
balance sheet at December 31, 1997 have not been audited in accordance with
generally accepted auditing standards in the United States. The Company intends
to engage a `Big Five' accounting firm to audit such financial statements and
those of prior periods and thereafter include such audited financial statements
and pro-forma financial statements in a Report on Form 8-K(A), which was
required to be filed within 60 days from the filing of the Report on Form 8-K
announcing the acquisition.
15
<PAGE>
PART II. OTHER INFORMATION
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The stockholders, holding a majority interest in the issued and outstanding
shares of Common Stock of the Company approved by written action on August 14,
1998 the following actions:
1. Amending the Articles of Incorporation to change the name of the
Company from Hyena Capital, Inc. to Advanced Lumitech, Inc.
2. Effecting a five-for-one forward stock split of the Company's
outstanding Common Stock.
16
<PAGE>
ITEM 5 EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits. The Exhibits listed in the Exhibit Index
immediately preceding such exhibits are filed
as part of this Quarterly Report on Form 10-Q.
b. Reports on Form 8-K. One report on Form 8-K reporting the
acquisition of Lumitech, S.A. as a wholly-
owned Subsidiary of the Company (Item 2),
filed on August 14, 1998. The financial
statements for such report have not been filed
by amendment but the Company expects to file
such amendment as expeditiously as possible.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADVANCED LUMITECH, INC.
Date: November 23, 1998
By: /s/ Patrick Planche
-------------------------------------
Patrick Planche, [_______________]
18
<PAGE>
EXHIBIT INDEX
Exhibit Numbers Description Page
27 Financial Data Schedule
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JAN-01-1998 JUL-01-1998
<PERIOD-END> SEP-30-1998 SEP-30-1998
<CASH> 57,985 57,985
<SECURITIES> 0 0
<RECEIVABLES> 61,343 61,343
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 122,085 122,085
<PP&E> 14,577 14,577
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 151,705 151,705
<CURRENT-LIABILITIES> 621,565 621,565
<BONDS> 0 0
0 0
0 0
<COMMON> 25,000 25,000
<OTHER-SE> (782,505) (782,505)
<TOTAL-LIABILITY-AND-EQUITY> 151,705 151,705
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 43,620 24,134
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 38,581 12,621
<INCOME-PRETAX> (82,201) (36,755)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (82,201) (36,755)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (82,201) (36,755)
<EPS-PRIMARY> (0.003) (0.001)
<EPS-DILUTED> (0.003) (0.001)
</TABLE>
