U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report under section 13 or 15 (D) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31,
2004
[ ] Transition report under section 13 or
15 (d) of the Securities Exchange Act of
1934 for the transition period from _____ to _____
ADVANCED 3-D ULTRASOUND SERVICES, INC.
f/k/a YSEEK, INC.
(Name of small business issuer in its charter)
Florida 65-0783722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7732 N. Mobley Drive
Odessa, Florida 33556
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (813) 926-3298
Securities registered under Section 12(b) of the Exchange Act:
None
Name of exchange on which registered
OTC Bulletin Board
Securities registered under Section 12(g) of the Exchange Act:
Common stock, $.0001 par value
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No ___
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant'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.
The issuer's revenue for the most recent fiscal year ending December 31,
2004, was $-0-.
State the aggregate market value of the voting and non-voting common stock
held by non-affiliates computed by reference at the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified date
within the past 60 days: $714,324 based on the average high ($4.00) and low
($4.00) price as of March 4, 2005, of $4.00 per share.
The number of shares of the Company's common stock, par value $.0001 per
share, outstanding as of March 4, 2005 was 198,063.
Transitional Small Business Disclosure Format (Check One) Yes____ No X
Part I
Item 1. Description of Business
The Company
The Company had planned to operate 3-D ultrasound centers for elective,
non-diagnostic purposes. As a result of recent concerns by the FDA related to
non-diagnostic ultrasounds, the Company has decided not to enter this market.
The Company is presently evaluating potential businesses, but as of the date of
this report, has not determined in what type of business it will engage.
Late in 2000, the Company, formerly SwiftyNet.com, launched an Internet
search portal called Yseek.com based on a ten-year software license it acquired
in late 2000. In January 2001, the Company used the software to begin operating
the Yseek.com web site. Yseek.com provided a free search engine and links by
category to other World Wide Web sites. During 2001 and 2002, the Company
entered into several short-term revenue sharing agreements with Internet host
sites to generate traffic to the site and generate revenues. The Company's
management with Internet related experience resigned from the Company in
September 2002. New management elected in September 2002 decided not to pursue
an Internet related business and therefore recognized an impairment loss for the
unamortized value of the search engine in the fourth quarter of 2002.
On March 12, 2003, the board of directors voted to amend the Company's
Articles of Incorporation changing the Company's name to Advanced 3-D Ultrasound
Services, Inc. The purpose of the name change was to reflect the Company's
emphasis on developing 3-D ultrasound centers.
Item 2. Description of Property
None.
Item 3. Legal Proceedings
The Company is not a party to any pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
None
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company's common stock are traded on the Over-the-Counter Bulletin Board
under the symbol AVDU.OB. The high and low sales prices for each quarter of the
calendar years 2003 and 2004 are as follows:
Common Stock
High* Low*
1st quarter 2003 14.78 13.97
2nd quarter 2003 14.22 13.84
3rd quarter 2003 18.56 17.81
4th quarter 2003 14.08 13.52
1st quarter 2004 9.46 9.43
2nd quarter 2004 10.53 10.34
3rd quarter 2004 9.97 9.90
4th quarter 2004 5.54 5.47
*All share prices adjusted to reflect 1-for-400 reverse stock split effective
December 29, 2003.
The approximate number of holders of record of common stock is 110. No dividends
have been declared to date. The future dividend policy will depend upon the
Company's earnings, capital requirements, financial condition and other factors
considered relevant by the Company's Board of Directors.
Recent Sales of the Company's Securities.
Name Number Common Shares Purchased Date Price/Share
Barbara B. Reschly 1,000,000 09-09-02 $.15(1)
Timothy C. Minnehan 2,000,000 09-09-02 $.15(1)
Rachel L. Steele 2,300,000 09-10-02 $.15(1)
Alvin L. Ferrer 333,333 09-10-02 $.15(1)
Frances Best-Ferrer 266,666 09-18-02 $.15(1)
Jainarine Leonard 66,666 09-19-02 $.15(1)
Gary H. Anderson 1,000,000 09-25-02 $.15(1)
Douglas B. Odell 200,000 01-01-03 $.15(1)
Paul Welch 500,000 01-10-03 $.15(1)
Leonard Root 100,000 01-23-03 $.15(1)
William Kapner 500,000 01-27-03 $.15(1)
Denno Family Limited
Partnership 1,000,000 02-03-03 $.15(1)
James C. Ottogalli. 200,000 02-14-03 $.15(1)
James C. Ottogalli 200,000 02-21-03 $.15(1)
Richard T. Fisher 1,000,000 03-11-03 $.15(1)
Denno Family Limited
Partnership 1,000,000 04-28-03 $.15(1)
Douglas B. Odell 120,000 05-14-03 $.15(1)
Leonard Root 100,000 05-15-03 $.15(1)
Paul X. Welch 200,000 05-19-03 $.15(1)
Douglas W. Kile 100,000 05-21-03 $.15(1)
Theodore G. Grevas 350,000 06-27-03 $.15(1)
Mark R. Dolan 1,000,000 05-28-03 $.15(1)
Theodore Grevas 350,000 07-07-03 $.15(1)
Gurwitz Enterprises, Ltd. 500,000 07-08-03 $.15(1)
Timothy T. Berrong 500,000 08-14-03 $.15(1)
Douglas W. Kile 100,000 08-29-03 $.15(1)
Ian Stewart 200,000 09-04-03 $.15(1)
Craig Huber 100,000 09-11-03 $.15(1)
Glenn M. Noble 2,000 01-30-04 $5.00(2)
Elmer R./Maria Oma Orozco 2,000 02-02-04 $5.00(2)
Douglas W. Kile 1,000 02-11-04 $5.00(2)
Timothy Minnehan 10,000 03-04-04 $5.00(2)
W.L. Blakely 1,000 03-08-04 $5.00(2)
Edwardlyn Chrishom 1,000 04-01-04 $5.00(2)
Glenn M. Noble 2,000 06-30-04 $5.00(2)
Ian Stewart 5,000 04-23-04 $5.00(2)
Ronald R. Reschly and
Barbara Reschly 10,000 05-13-04 $5.00(2)
Evelyn Malone-Stephens and
Connie Malone, JTWROS 2,000 06-30-04 $5.00(2)
Denno Family Limited Partnership 5,000 06-25-04 $5.00(2)
Richard T. Fisher 5,000 07-02-04 $5.00(2)
Ray Cibischino 5,850 08-06-04 $5.00(2)
Catherine Roberts 5,850 08-06-04 $5.00(2)
Martin White 5,850 08-06-04 $5.00(2)
Mark Dolan 5,850 08-04-04 $5.00(2)
Alvin Ferer 5,850 08-06-04 $5.00(2)
Dan Witherspoon 5,850 08-06-04 $5.00(2)
(1) Does not reflect 1 for 400 split effective December 29, 2003.
(2) Reflects 1 for 400 split effective December 29, 2003.
All sales were made pursuant to Section 4(2) of the 1933 Act. The proceeds of
the sale of these securities is to provide operating capital and development
costs.
Special Note Regarding Forward Looking Statements.
This annual report on Form 10-KSB of Advanced 3-D Ultrasound Services, Inc.,
f/k/a Yseek, Inc. for the year ended December 31, 2004 contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, which are intended to be covered by the safe harbors created
thereby. To the extent that such statements are not recitations of historical
fact, such statements constitute forward-looking statements which, by
definition, involve risks and uncertainties. In particular, statements under the
Sections; Description of Business, Business Strategy and Management's Discussion
and Analysis of Financial Condition and Results of Operations contain
forward-looking statements. Where, in any forward-looking statement, the Company
expresses an expectation or belief as to future results or events, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished.
The following are factors that could cause actual results or events to differ
materially from those anticipated, and include but are not limited to: general
economic, financial and business conditions; changes in and compliance with
governmental regulations; changes in tax laws; and the costs and effects of
legal proceedings.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis should be read in conjunction with the
Financial Statements and the related Notes thereto included elsewhere in this
report. This report contains forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed in "Special
Note Regarding Forward-Looking Statements."
PLAN OF OPERATION
Currently the Company plans to engage in a profitable business. Company
management is currently investigating potential business opportunities.
Previously, the Company's plans included developing a profitable business in 3-D
fetal photography. On February 1, 2003, the Company entered into a consulting
agreement with an individual to investigate this potential business opportunity
for a period of ninety days. In exchange for these services, the consultant
received $10,000 and 2,500 common shares. 3-D fetal photography provides clear
color photographs of an unborn child. The Company believes recent improvements
make this technology practical and desired by parents. In response to the
Company's decision to pursue this business venture, the Company received
shareholder approval to pursue this venture and therefore changed its name to
Advanced 3-D Ultrasound Services, Inc. at its shareholders meeting on May 2,
2003. The Company has decided not to enter this market and is no longer pursuing
these plans.
The Company entered into a lease for its first 3-D fetal photography center in
May 2004. However, due to problems with the landlord improvements and the space,
this lease was cancelled during the 3rd quarter of 2004. The Company entered
into a lease for its corporate offices. The lease was an operating lease for six
months and it commenced March 18, 2004. The total rent for the six months was
$3,600. This lease was also cancelled during August 2004. The Company's officers
are working out of home offices at this time.
In August 2004 the Company entered into consulting agreements with six
individuals. These individuals will provide consulting services in the areas of
marketing, business planning and legal services for a period of one year. The
consultants each received 5,850 shares of common stock in exchange for their
services.
The Company's plans to engage in a profitable business may require additional
funds.
In 2002, the Company adopted a subscription agreement to raise $300,000 of which
$200,000 was to be used for fetal photography development and $100,000 for
working capital. From September 2002 through December 2002, the Company received
$138,730 from sales of common stock, of which $35,000 was from one of the new
officers who is a major stockholder. This initial funding was used primarily to
pay off debts and to fund minimal administrative costs. In 2003, the Company
received $164,300 from sales of common stock. This funding was used to fund
administrative costs and to fund the consulting agreement noted in a preceding
paragraph. The Company plans to fund its near-term operations through additional
sales of common stock.
In 2004, the Company received $230,000 from sales of common stock. The proceeds
of this funding have been spent on development costs, salaries and other
administrative costs.
Item 7. Financial Statements
[LETTERHEAD OF FERLITA, WALSH, & GONZALEZ, P.A. -- CERTIFIED PUBLIC ACCOUNTANTS]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Advanced 3-D Ultrasound Services, Inc.
f/k/a YSEEK, Inc.
We have audited the accompanying balance sheet of Advanced 3-D
Ultrasound Services, Inc. as of December 31, 2004, and the related statement of
operations, stockholders' equity and cash flows for the years ended December 31,
2004 and 2003. 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 audits.
We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial 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
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Advanced 3-D
Ultrasound Services, Inc. at December 31, 2004, and the results of its
operations and its cash flows for the years ended December 31, 2004 and 2003, in
conformity with accounting principles generally accepted in the Unites States of
America.
Ferlita, Walsh & Gonzalez, P.A.
/s/ Ferlita, Walsh, & Gonzalez, P.A.
Tampa, Florida
March 12, 2005
ADVANCED 3-D ULTRASOUND SERVICES, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 2004
ADVANCED 3-D ULTRASOUND SERVICES, INC.
BALANCE SHEET
DECEMBER 31, 2004
ASSETS
Current assets
Cash $ 113
Property and equipment, net 4,239
---------------
Total Assets $ 4,352
===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses $ 38,451
---------------
Commitments and contingencies
Stockholders' equity (deficit)
Common stock; $.0001 par value; 50,000,000 shares
authorized; 198,063 shares issued and outstanding 20
Paid-in capital 8,968,303
Accumulated deficit (9,002,422)
---------------
Total stockholders' equity (34,099)
Total Liabilities and Stockholders' Equity ---------------
$ 4,352
===============
The accompanying notes are an integral
part of this financial statement.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
2004 2003
---------------- ---------------
Revenues $ - $ -
---------------- ---------------
Expenses
Selling, general and administrative 405,519 181,203
---------------- ---------------
Total expenses 405,519 181,203
---------------- ---------------
Other income (expense)
Interest expense (137) (9)
---------------- ---------------
Total other income (expense) (137) (9)
Net loss ---------------- ---------------
$ (405,656) $ (181,212)
================ ==============
Loss per common share $ (2.50) $ (1.72)
================ ==============
Weighted average common shares outstanding 161,995 105,064
================ ==============
The accompanying notes are an integral
part of this financial statement.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
Common Stock Paid -in Accumulated Total stockholders'
Shares Amount Capital Deficit Equity (Deficit)
--------- --------- ------------ ------------- -------------------
Balance, December 31, 2002 87,078 $ 9 $ 8,383,514 $ (8,415,554) $ (32,031)
Common stock issued for services 2,500 - 15,000 - 15,000
Common stock issued for cash 27,385 3 164,297 - 164,300
Net loss - - - (181,212) (181,212)
--------- ------- ------------ ------------- -------------
Balance, December 31, 2003 116,963 12 8,562,811 (8,596,766) (33,943)
Common stock issued for services 35,100 3 175,497 - 175,500
Common stock issued for cash 46,000 5 229,995 - 230,000
Net loss - - - (405,656) (405,656)
--------- ------- ------------ ------------- -------------
Balance, December 31, 2004 198,063 $ 20 $ 8,968,303 $ (9,002,422) $ (34,099)
========= ======= ============ ============= =============
The accompanying notes are an integral
part of this financial statement.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
2004 2003
------------- --------------
Cash flows from operating activities
Net loss $ (405,656) $ (181,212)
Adjustments to reconcile net loss to net cash ------------- --------------
used in operating activities:
Stock issued to consultants 175,500 15,000
Depreciation 521 -
Increase (decrease) in accounts payable and accrued expenses 4,505 (5,084)
------------- --------------
Total adjustments 180,526 9,916
------------- --------------
Net cash used in operating activities (225,130) (171,296)
------------- --------------
Cash flows from investing activities
Purchase of equipment (4,760) -
Cash flows from financing activities
Proceeds from sale of common stock 230,000 164,300
------------- --------------
Net increase (decrease) in cash 110 (6,996)
Cash, beginning of year 3 6,999
------------- --------------
Cash, end of year $ 113 $ 3
============= ==============
Supplemental disclosures of noncash investing and
financing activities:
In 2004 and 2003, the Company issued stock amounting to $175,500
and $15,000 respectively, for consultant services.
Cash flow information:
2004 2003
------------- --------------
Cash paid for interest $ 137 $ 9
Cash paid for income taxes - -
The accompanying notes are an integral
part of this financial statement.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
(1) Significant Accounting Policies:
-------------------------------
The following is a summary of the more significant accounting policies and
practices of Advanced 3-D Ultrasound Services, Inc. (the Company) which
affect the accompanying financial statements.
(a) Organization--Advanced 3-D Ultrasound Services, Inc. was incorporated
on September 23, 1997. The Company was formerly known as Yseek, Inc. On
March 12, 2003, the board of directors voted to amend the Company's
Articles of Incorporation changing the Company's name to Advanced 3-D
Ultrasound Services, Inc. The purpose of the name change was to reflect
the Company's emphasis on developing 3-D ultrasound centers.
(b) Operations--The Company intends to acquire a profitable business.
Company management is currently investigating potential business
acquisitions.
(c) Use of estimates--The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that effect certain reported
amounts and disclosures. Accordingly, actual results could differ from
those estimates.
(d) Cash--For the purposes of reporting cash flows, the Company considers
all highly liquid investments with an original maturity of three months or
less to be cash equivalents.
(e) Loss per common share--Loss per share is based on the weighted average
number of common shares outstanding during each period in accordance with
Statement of Financial Accounting Standards No. 128, Earnings Per Share.
(f) Deferred income taxes--Deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to
differences between the financial statements carrying amounts of existing
assets and liabilities and their respective income tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized as income in the
period that included the enactment date.
(g) Long-lived assets--Property and equipment are carried at cost.
Depreciation is computed on the straight-line method, based on the
estimated useful lives of the related assets. At December 31, 2004, net
property and equipment consisted of office equipment and furniture with a
cost of $4,760, less accumulated depreciation of $521.
Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that the related carrying
amount may not be recoverable. When required, impairment losses on assets
to be held and used are recognized based on the excess of the asset's
carrying amount over fair value of the asset and long-lived assets to be
disposed of are reported at the lower of carrying amount or fair value
less cost to sell.
(2) Income Taxes:
------------
No provision for income taxes has been recorded for 2004 or 2003 due to net
losses incurred.
Temporary differences giving rise to the deferred tax assets consist primarily
of donated services recognized for financial statement purposes. Management has
established a valuation allowance equal to the amount of the deferred tax assets
due to the uncertainty of realization of the benefit of the net operating losses
against future taxable income. The components of deferred tax assets at December
31, 2004 and 2003, consist of the following:
2004 2003
-------------- --------------
Deferred tax assets:
Net operating loss $ 2,198,000 $ 2,094,000
Other temporary differences 27,000 27,000
Valuation allowance (2,225,000) (2,121,000)
-------------- --------------
Net deferred tax asset $ - $ -
============== ==============
The Company has operating losses of approximately $8,455,400 which can be used
to offset future taxable income. These losses begin to expire in the year 2018
and expire in full in the year 2024. The increase in the valuation allowance
from Decmber 31, 2003 to December 31, 2004 totaled $104,000.
(3) Stock Transactions:
------------------
During 2004, the Company sold 46,000 shares of common stock for cash of
$230,000. During 2003, the Company sold 27,385 shares of common stock for cash
of $164,300.
In September, 2004, the Company issued 35,100 shares of common stock to six
different individuals under consulting agreements. The Company recognized an
expense of $175,500 related to these agreements which represents the market
value of the shares issued. Market value was determined based on the cost the
consultants normally charge for those services.
On January 15, 2003, the Company issued 2,500 shares of common stock under a
consulting agreement. The Company recognized an expense of $15,000 related to
this agreement which represents the market value of the shares issued. Market
value was determined based on the cost the consultants normally charge for those
services.
(4) Commitments and Related Party Transactions:
------------------------------------------
During 2003, an officer and stockholder of the Company loaned the Company
$6,368. This amount was repaid in 2003 without interest.
(5) Warrants:
--------
At December 31, 2002, the Company had outstanding exercisable warrants to
purchase 249,000 shares of the Company's common stock at various prices based
upon expiration dates. Warrants expiring in 2003 were exercisable at $7.00.
Prior to expiration, the warrants may be redeemed by the Company at a price of
$.01.
As of December 31, 2003, no warrants had been redeemed and all outstanding
warrants expired.
(6) Stock Options:
-------------
The Company granted options to consultants under various consulting agreements.
These agreements grant to the consultants the option to purchase shares of
Company common stock at a fixed price of $.50 per share. Management has
determined these per share prices equal or exceed fair market value. These
options expired on the third anniversary date of the execution date of the
respective agreement and were immediately vested.
A summary of consultant option activity follows:
Year Ended
December 31,
------------------------------
2004 2003
------------ ------------
Outstanding, beginning of year - 3,075,000
Issued - -
Expired - (3,075,000)
------------ ------------
Outstanding, end of year - -
============ ============
(7) Reverse Stock Split:
-------------------
The Company authorized a reverse stock split of its common shares on a 1-for-400
basis effective December 29, 2003. All references in the accompanying financial
statements to the number of common shares and per-share amounts for 2003 have
been restated to reflect the reverse stock split.
(8) Subsequent Events:
-----------------
Subsequent to December 31, 2004, an officer and stockholder of the Company
loaned the Company $7,980.
(9) Going Concern:
-------------
As shown in the accompanying financial statements, the Company has incurred
recurring losses from operations and at December 31, 2004, the Company's cash
balance was $113 and its current liabilities exceeded it's total assets by
$34,099.
Management has taken several actions to ensure that the Company will continue as
a going concern through December 31, 2005, including obtaining written
commitments from certain officers of the Company to fund future operations as
needed. Additionally, expenses have been curtailed and consultant services have
been obtained through the issuance of stock allowing cash needs to be reduced.
Management believes that these actions will enable the Company to continue as a
going concern through December 31, 2005. At such time as the Company identifies
a business to be acquired or are ready to begin operations the plan is to raise
needed funds through the sale of common stock. There can be no assurance,
however, that the Company will raise funds from the sale of its securities
beyond those disclosed in these financial statements.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Any disclosures required by Item 304(b) of Regulation S-B have been previously
provided.
Item 8A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The Company's management, recognizes its responsibility for establishing and
maintaining internal control over financial reporting for the Company. After
evaluating the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as
of December 31, 2004 (the "Evaluation Date"), the Company's management has
concluded, as of the Evaluation Date, the Company's disclosure controls and
procedures were adequate and designed to ensure the information required to be
disclosed in the reports filed or submitted by us under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported with in the
requisite time periods.
(b) Effectiveness of Internal Control
The Company's management is reviewing the Company's internal controls over
financial reporting to determine the most suitable recognized control framework.
The Company will give great weight and deference to the product of the
discussions of the SEC's Advisory Committee on Smaller Public Companies (the
"Advisory Committee") and the Committee of Sponsoring Organizations' task force
entitled Implementing the COSO Control Framework in Smaller Businesses (the
"Task Force"). Both the Advisory Committee and the Task Force are expected to
provide practical, needed guidance regarding the applicability of Section 404 of
the Sarbanes-Oxley Act to small business issuers. The Company's management
intends to perform the evaluation required by Section 404 of the Sarbanes-Oxley
Act at such time as a framework is adopted by the Company. For the same reason,
the Company's registered accounting firm has not issued an "attestation report"
on the Company management's assessment of internal controls.
(c) Changes in internal controls.
After evaluation by the Company's management, the Company's management has
determined there were no significant changes in the Company's internal controls
or in other factors that could significantly affect the Company's internal
controls subsequent to the Evaluation Date.
Item 8B. Other Information
None.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.
The following is a brief description of the educational and business experience
of each director, executive officer and key employee of the Company:
Year First
Principal Occupations During Past Became
Name of Director Age Five Years; Certain Directorships Director
David Weintraub 41 1998-2000: Vice President-Marketing - Swifty Car Wash & Quik-Lube, Inc. 2002
2000-2001: Sales, Marketing - SwiftyNet.com, Inc.
2003-2003: CEO, Director - Yseek, Inc.
2003-Present: CEO, Director - Advanced 3-D Ultrasound Services, Inc.
Rachel Steele 38 1998-2000: President, Secretary - Swifty Car Wash & Quik-Lube, Inc. 2002
2000-2002: President - SwiftyNet.com, Inc.
2000-2001: Director - SwiftyNet.com, Inc.
2002-2003: Vice President, Director - Yseek, Inc.
2003-Present: Vice President, Director - Advanced 3-D Ultrasound Services, Inc.
Glen Ostrowski 39 1998-2002: Vice President-Marketing - Animagic Animation 2002
2002-2003: President - Yseek, Inc.
2003-Present: President - Advanced 3-D Ultrasound Services, Inc.
Tanya Ostrowski 28 1995-2002: Administrative Assistant, Processor - Compass Bank 2002
2002-2003: Secretary, Treasurer, Director - Yseek, Inc.
2003-Present: Secretary, Treasurer, Director - Advanced 3-D Ultrasound Services, Inc.
No voting arrangements exist between the officers and directors. Mr. Weintraub
and Ms. Steele live together. The above persons were selected pursuant to
provisions in the Company's By-Laws, all holding office for a period of one year
or until their successors are elected and qualified. None of the officers or
directors of the Company have been involved in legal proceedings during the past
five years which are material to an evaluation of the ability or integrity of
any director, person nominated to become a director, or executive officer of the
issuer, including any state or Federal criminal and bankruptcy proceedings.
The Company's audit committee is comprised of its entire board of directors. The
Company does not have an audit committee financial expert serving on its audit
committee. The Company has not adopted a code of ethics.
Item 10. Executive Compensation
SUMMARY COMPENSATION TABLE
Long-term compensation
........................................................
Annual compensation Awards Payouts
-------------------------------------- ---------------------------- ---------
Securities
Other annual Restricted underlying LTIP All other
Name & principal Year Salary Bonus compensation stock awards options/SARs payouts compensation
($) ($) ($) ($) (#) ($) ($)
=================== ======== =========== ========= ============== ============ ============ ========= ============
David Weintraub
Chief Executive Officer 2004 -0- -0- -0- -0- -0- -0- -0-
Glen Ostrowski
President 2004 $17,500 -0- -0- -0- -0- -0- -0-
Tanya Ostrowski
Secretary-Treasurer 2004 $34,572 -0- -0- -0- -0- -0- -0-
Rachel Steele
Vice President 2004 $24,700 -0- -0- -0- -0- -0- -0-
Committees of the Board of Directors
The Company's bylaws provide that the board may designate an executive committee
and other committees, each of which shall consist of one or more directors. The
board does not have an audit committee.
Compensation of Directors
Directors serve without compensation. Some directors are also employees of the
Company. During 2004, Mr. Ostrowski received compensation of $17,500, Ms.
Ostrowski received compensation of $34,572 and Ms. Steele received compensation
of $24,700.
No other officer or directors have been compensated for their services in those
capacities. At this time, the Company does not plan on paying its Board of
Directors in return for their services as Directors.
Executive Compensation and Employment Arrangements
At present there are no written employment or consulting agreements with any
officer or director. During 2003, Mr. Ostrowski received compensation of
$17,500, Ms. Ostrowski received compensation of $34,572 and Ms. Steele received
compensation of $24,700.
Item 11. Security Ownership of Certain Beneficial Owners and Management
There are no officer or director groups. As a group, the officers and directors
of the Company own 19,482 common shares or 9.836% of the outstanding shares of
the Company. As of March 4, 2005, the stock ownership of the Officers and
Directors and 10% Shareholders was as follows:
Title Name and Amt and Percent
Of Address Nature of of
Class of Beneficial Owner Beneficial Ownership Class
Common Glen Ostrowski 250 0.126%
Stock 3645 Kings Road
Bldg 6, #104
Palm Harbor, FL 34685
Common Rachel Steele 12,782 6.454%
Stock 7732 N. Mobley Road
Odessa, FL 33556
Common David Weintraub 0 0%
Stock 7732 N. Mobley Road
Odessa, FL 33556
Common Tanya Ostrowski 6,450 3.257%
Stock 3645 Kings Road
Bldg 6, #104
Palm Harbor, FL 34685
Common
Stock Total 19,482 9.836%
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits and Reports on Form 8-K
Exhibit Description
Number
(2) Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession
(3) Articles of Incorporation and By-Laws
*(3.1) Articles of Incorporation
**(3.2) By-Laws
++(3.3) Articles of Amendment Name Change
(4) Instruments Defining the Rights of Security Holders
(a) Subscription Agreement
*(b) Warrant Agreement
++(c) Warrant Resolution dated March 2, 2000
(9) Voting Trust Agreement
(10) Material Contracts
*(10.1) Equipment Purchase Contract
*(10.2) Construction Contract
*(10.3) Architect Contract
*(10.4) Consulting Contract-Donald Hughes
*(10.5) Employment Contract-Stanley Rabushka
*(10.6) Promissory Note - Swifty
*(10.7) Promissory Note - Steele
*(10.8) Consulting Contract-John Oster
*(10.9) Raymond Lipsch Contract
*(10.10) Land Purchase Contract
**(10.11) Stanley Rabushka Employment and Stock Agreement
**(10.12) Tampa Bay Buccaneers Agreement
***(10.13) Edgar Arvelo Consulting Contract
***(10.14) Richard Kleinberg Employment Contract
***(10.15) Vladimir Rafalovich
***(10.16) Martinez Consulting Contract
****(10.17) Purchase and Sale Contract between
Jim Malak and/or Assigns and SwiftyNet.com, Inc.
dated April 6, 2000
+(10.18) Consulting Agreement with Netelligent Consulting
dated October 11, 2000
+(10.19) Consulting Agreement with Frank Pinizzotto
dated September 19, 2000
+(10.20) Consulting Agreement with Gigi Pinizzott
dated September 19, 2000
+(10.21) Professional Services Agreement with
Laurie Stern dated July 31, 2000
+(10.22) Consulting Agreement with Mark Daniel White
dated September 19, 2000
++(10.23) Consulting Agreement with Nick Trupiano
dated November 25, 2000
++(10.24) Consulting/Option Agreement with CandidHosting.com, Inc.
dated December 1, 2000
++(10.25) Consulting/Option Agreement with David S. Goldman
dated December 19, 2000
++(10.26) Consulting/Option Agreement with Voice Media, Inc.
dated December 1, 2000
++(10.27) Public Relations Agreement with Shoreliner
Capital Ltd. Partnership dated January 17, 2001
++(10.28) Traffic Promotion Agreement with Voice Media, Inc.
dated November, 2000
++(10.29) Traffic Promotion Agreement with CandidHosting.com,Inc.
dated December 1, 2000
++(10.30) Consulting Agreement with Paul Runyon
dated November 25, 2000
++(10.31) Non-Exclusive License Agreement with Norman J. Jester, III
dated November, 2000
++(10.31) Client Services Agreement with Markham/Novell
Communications, Ltd. dated January 9, 2001
++(10.32) Client Services Agreement with Novell Markham
Communications, Ltd. dated January 9, 2001
++(10.33) Stock Option Agreement with Mark P. Dolan
dated January 10, 2001
++(10.34) Assignment of Contract with Netelligent
dated December 7, 2000
++(10.35) Consulting Agreement with Marlene Trupiano
dated January 3, 2000
++(10.36) Consulting Agreement with Marlene Trupiano
dated November 25, 2000
+++(10.37) Promissory Note to 2D&H, Inc.
+++(10.38) Guaranty Agreement
+++(10.39) Termination Agreement Reformation Agreement with
NeuTelligent, Inc., f/k/a CandidHosting.com, Inc.*
+++(10.40) Termination Agreement Reformation Agreement
with Voice Media, Inc.
++++(10.41) Employment Agreement with Rachel L. Steele
dated October 1, 2002
++++(10.42) Employment Agreement with Tanya Ostrowski
dated October 1, 2002
(11) Statement re: computation of per share earnings Note 1 to
Financial
Statements
(13) Annual or Quarterly Reports, Form 10Q None
(16) Letter regarding Changes in Certifying Accountant None
(18) Letter on change in accounting principles None
(21) Subsidiaries of the registrant None
(22) Published report regarding matters submitted to vote None
(23) Consents of Experts and Counsel None
(24) Power of Attorney None
(31) Certification of Chief Executive Officer and
Chief Financial Officer
(32) Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(99) Additional Exhibits None
* Previously filed with Form 10-SB on November 23, 1998.
** Previously filed with Form 10-SBA No. 1 on February 2, 1999.
*** Previously filed with Form 10-KSB filed on March 30, 2000.
**** Previously filed with Form 10-QSB filed May 15, 2000.
+ Previously filed with Form 10QSB filed 11-17-00.
++ Previously filed with Form 10KSB filed March 29, 2001.
+++ Previously filed with Form 8-K filed September 16, 2002.
++++ Previously filed with Form 10-QSB filed November 14, 2002.
+++++ Filed herewith.
Reports on Form 8-K
Item 14. Principal Accountant Fees and Services
Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant, Ferlita, Walsh & Gonzalez, P.A.
for the audit of the registrant's annual financial statements and review of
financial statements included in the registrant's Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years was $16,397.
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and
related services by Ferlita, Walsh & Gonzalez, P.A. that are reasonably related
to the performance of the audit or review of the registrant's financial
statements and are not reported under the caption "Audit Fees" was $-0-. The
nature of the services comprising the fees disclosed under this category was:
N/A.
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional
services rendered by Ferlita, Walsh & Gonzalez, P.A. for tax compliance, tax
advice, and tax planning was $-0-.
All Other Fees,
The aggregate fees billed in each of the last two fiscal years for products and
services provided by Ferlita, Walsh & Gonzalez, P.A., other than the services
reported above were $-0- in paragraphs (e)(1) through (e)(3) of this section.
The nature of the services comprising the fees disclosed under this category
was: N/A.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized on March 17, 2005.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
f/k/a Yseek, Inc.
By: /s/ David Weintraub
-------------------------------
DAVID WEINTRAUB,
Chief Executive Officer
In accordance with the requirements of the Exchange Act, this report has been
signed by the following persons in the capacities indicated on March 17, 2005.
SIGNATURE TITLE
__________/s/_______________________ Chief Executive Officer, Director
DAVID WEINTRAUB
__________/s/_______________________ President, Director
GLEN OSTROWSKI
__________/s/_______________________ Vice President, Director
RACHEL STEELE
__________/s/_______________________ Secretary, Treasurer, Director
TANYA OSTROWSKI