10QSB: Optional form for quarterly and transition reports of small business issuers
Published on May 6, 2005
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT OF 1934 For the transition period from to
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Commission file number: 0-25097
ADVANCED 3-D ULTRASOUND SERVICES, INC.
(Exact Name of Small Business Issuer in Its Charter)
Florida 65-0783722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7732 N. Mobley Drive, Odessa, Florida 33556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 926-3298
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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
The number of shares of the registrant's common stock, par value $.0001 per
share, outstanding as of April 28, 2005, was 198,063.
Part I. Financial Information
Item 1- Financial Statements
ADVANCED 3-D ULTRASOUND SERVICES, INC.
FINANCIAL STATEMENTS
MARCH 31, 2005
ADVANCED 3-D ULTRASOUND SERVICES, INC.
BALANCE SHEET
March 31, 2005
(unaudited)
ASSETS
Current assets
Cash $ 52
Property and equipment, net 4,001
----------------
Total Assets $ 4,053
================
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses $ 42,335
Loans from officer 12,530
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Total current liabilities 54,865
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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 (9,019,135)
----------------
Total stockholders' equity (deficit) (50,812)
----------------
Total Liabilities and Stockholders' Equity (Deficit) $ 4,053
================
The accompanying notes are an
integral part of these
financial statements.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
STATEMENTS OF OPERATIONS
Three Months Ended March 31,
2005 2004
---------------- ---------------
Revenues $ - $ -
---------------- ---------------
Expenses
Selling, general and administrative 16,496 41,675
---------------- ---------------
Total expenses 16,496 41,675
---------------- ---------------
Other income (expense)
Interest expense (217) (134)
---------------- ---------------
Total other income (expense) (217) (134)
---------------- ---------------
Net loss $ (16,713) $ (41,809)
================ ===============
Loss per common share $ (0.08) $ (0.34)
================ ===============
Weighted average common
shares outstanding 198,063 122,552
================ ===============
The accompanying notes are an
integral part of these
financial statements.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
-------------------------
2005 2004
----------- -----------
Cash flows from operating activities
Net loss $ (16,713) $ (41,809)
----------- -----------
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 238 -
Increase in deposits - (200)
Increase in accounts payable and
accrued expenses 3,884 5,408
----------- -----------
Total adjustments 4,122 5,208
----------- -----------
Net cash used in operating activities (12,591) (36,601)
----------- -----------
Cash flows from investing activities
Purchase of equipment - (898)
----------- -----------
Cash flows from financing activities
Proceeds from sale of common stock - 80,000
Proceeds from officer loans 12,530 -
----------- -----------
Net cash provided by financing activities 12,530 80,000
----------- -----------
Net increase (decrease) in cash (61) 42,501
Cash, beginning of period 113 3
----------- -----------
Cash, end of period $ 52 $ 42,504
=========== ===========
Supplemental disclosures of noncash investing and financing activities:
Professional fees financed through loans from officers totaled $6,430 and
$0 for the three months ended March 31, 2005 and 2004, respectively.
Cash flow information:
2005 2004
----------- -----------
Cash paid for interest $ - $ 134
Cash paid for income taxes - -
The accompanying notes are an
integral part of these
financial statements.
Advanced 3-D Ultrasound Services, Inc.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005
The information presented herein as of March 31, 2005, and for the three-months
ended March 31, 2005 and 2004, is unaudited.
(1) Basis of Presentation:
---------------------
The accompanying financial statements of Advanced 3-D Ultrasound Services, Inc.
(the Company) have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and item 310(b) of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal required adjustments)
considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 2005, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005. For further information, refer to the financial statements
and footnotes included in the Company's annual report of Form 10-KSB for the
year ended December 31, 2004.
Net loss per common share is computed in accordance with the requirements of
Statement of Financial Accounting Standards No. 128 (SFAS 128). SFAS 128
requires net loss per share information to be computed using a simple weighted
average of common shares outstanding during the periods presented. In computing
diluted loss per share, warrants exercisable into common shares were excluded
because the effect is antidilutive.
(2) Stock Transactions:
-------------------
During the three months ended March 31, 2004, the Company sold 16,000 shares of
common stock for cash of $80,000.
(3) Related Party Transactions:
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During the three months ended March 31, 2005, an officer and stockholder of the
Company loaned $12,530 to the Company. This loan is unsecured, bears interest at
10% and is due on demand. Accrued interest as of March 31, 2005 is $217 related
to this loan.
(4) Going Concern:
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As shown in the accompanying financial statements, the Company has incurred
recurring losses from operations and at March 31, 2005, the Company's cash
balance was $52 and its current liabilities exceeded its current assets by
$54,813.
Management has taken several actions to ensure that the Company will continue as
a going concern through March 31, 2006, including obtaining written commitments
from certain officers of the Company to fund future operations as needed. In
addition, the Company expects to continue to receive funds from the sale of its
common stock. Management believes these actions will enable the Company to
continue as a going concern through March 31, 2006. 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 2. Management's Discussion and Analysis or Plan of Operation
PLAN OF OPERATION
Currently the Company plans to acquire a profitable business. Company management
is currently investigating potential business acquisitions.
Previously, the Company's plans included developing a profitable business in 3-D
fetal photography. In response to the Companys' decision to pursue this business
venture, the Company changed its name to Advanced 3-D Ultrasound Services, Inc.
at its shareholders meeting on May 2, 2003. Subseqently, as a result of recent
concerns of 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.
In furtherance of pursuing a business in 3-D fetal photography, the Company
entered into leases for office space and a photograph center, which have
subsequently expired or were cancelled and not renewed. 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 acquire a profitable business will require additional
funds. Once a business acquisition is identified, the Company plans to fund
acquisitions through the sale of common stock.
In 2002, the Company adopted a subscription agreement to raise $300,000. In
2003, the Company received $164,300 from sales of common stock. This funding was
used to fund certain consulting agreements, which have since expired, and to
fund administrative costs.
In January 2004, the Company issued a private placement memorandum to issue up
to 1,000,000 common shares at $5.00 per share to raise up to $5,000,000 to
develop and operate imaging centers to provide ultrasound pictures of fetuses.
The funds raised were to have been used for development costs, equipment,
salaries, marketing and future public offering costs. The plans to develop and
operate imaging centers are currently on hold.
In 2004, the Company received $230,000 from sales of common stock. This funding
has been spent on development costs, salaries and other administrative costs.
Administrative costs in 2005 have been funded from loans from one of the Company
officers totaling $12,530.
Item 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
The Company's principal executive officer and principal financial officer, after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15 & 15d-15) within 90 days prior to the
filing of this report, has concluded that, based on such evaluation, the
Company's disclosure controls and procedures were adequate and effective to
ensure that material information relating to the Company was made known to them
by others within those entities, particularly during the period in which this
Quarterly Report on Form 10-QSB was being prepared.
(b) Changes in internal controls.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, nor were there any significant deficiencies or material
weaknesses in the Company's internal controls. Accordingly, no corrective
actions were required or undertaken.
Part II. Other Information
Item 1. Legal Proceedings.
NONE
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
Exhibit Description Number
(2) Plan of Acquisition, Reorganization,
Arrangement, Liquidation or Succession............................. None
(3) (i) Articles of Incorporation................................... *
(ii) By-Laws..................................................... **
(iii) Articles of Amendment (Name Change)......................... ***
(4) Instruments defining the rights of holders, including Indentures
(a) Subscription Agreement...................................... None
(b) Warrant Agreement........................................... *
(c) Warrant Resolution dated March 2, 2000...................... ***
(10) Material contracts................................................. None
(11) Statement re: computation of per share earnings..................Note 1 to
Financial
Statements
(15) Letter re: Unaudited Interim Financial Information................. None
(18) Letter on change in accounting principles.......................... None
(19) Report Furnished to Security Holders .............................. 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 10KSB filed March 29, 2001.
**** Filed herewith
(b) REPORTS ON FORM 8-K:
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ADVANCED 3-D ULTRASOUND SERVICES, INC.
Dated: May 6, 2005 By: /s/ David Weintraub
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David Weintraub
Chief Executive Officer
Chief Financial Officer