U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 1998 Commission file number: 0-28154 SMLX TECHNOLOGIES, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its Charter) Colorado 84-1337509 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 376 Ansin Boulevard, Hallandale, Florida 33009 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (954) 455-0110 --------------------------- (Issuer's telephone number) SIMPLEX MEDICAL SYSTEMS, INC. ------------------------------------------- (Former name, if changed since last report) Indicate by check mark whether the Issuer (1) has 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 [ ] There were 10,600,000 shares of the Registrant's Common Stock outstanding as of September 30, 1998. SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) 9/30/98 12/31/97 --------- --------- ASSETS CURRENT ASSETS CASH $ 336,700 $ 41,743 ACCOUNTS RECEIVABLE (NET OF ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS OF $2,321 FOR 1998) 1,979 3,882 INVENTORY 174,074 141,565 PREPAID EXPENSES 27,945 - ---------- --------- TOTAL CURRENT ASSETS 540,698 187,190 PROPERTY, PLANT AND EQUIPMENT, AT COST (NET OF ACCUMULATED DEPRECIATION) 287,924 87,451 PATENTS 108,253 66,861 DEPOSITS 840 6,692 ---------- --------- TOTAL ASSETS $ 937,715 $ 348,194 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 105,157 $ 75,074 CURRENT PORTION OF NOTES PAYABLE 58,992 61,044 CUSTOMER DEPOSITS 50,368 70,093 ---------- --------- TOTAL CURRENT LIABILITIES 214,517 206,211 ---------- --------- LONG-TERM DEBT NOTES PAYABLE, NET OF CURRENT PORTION 363,932 288,932 ---------- --------- STOCKHOLDERS' EQUITY COMMON STOCK (PAR VALUE $.0001, AUTHORIZED 100,000,000 SHARES, ISSUED AND OUTSTAND- ING 10,600,000 SHARES ON 9/30/98 AND 7,500,000 ON 12/31/97) 1,060 750 ADDITIONAL PAID-IN CAPITAL IN EXCESS OF PAR 1,657,888 658,197 DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE (1,299,682) (805,896) ---------- --------- TOTAL STOCKHOLDERS' (DEFICIT) EQUITY 359,266 (146,949) ---------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 937,715 $ 348,194 ========== ========= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 2 SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) NINE MONTHS ENDED THREE MONTHS ENDED 9/30/98 9/30/97 9/30/98 9/30/97 --------- --------- --------- --------- REVENUES - NET $ 369,426 $ 87,925 $ 166,535 $ 50,466 COST OF GOODS SOLD 132,045 24,165 53,407 10,228 --------- --------- --------- --------- GROSS PROFIT 237,381 63,760 113,128 40,238 OPERATING EXPENSES SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 679,632 361,756 320,041 131,671 DEPRECIATION AND AMORTIZATION EXPENSE 19,653 9,972 6,551 3,324 --------- --------- --------- --------- TOTAL OPERATING EXPENSES 699,285 371,728 326,592 134,995 OPERATING LOSS (461,904) (307,968) (213,464) (99,757) INTEREST EXPENSE (31,881) (11,287) (10,734) (4,848) --------- --------- --------- --------- NET (LOSS) (493,785) (319,255) (224,198) (99,605) NET (LOSS) PER SHARE (0.05) (0.04) (0.02) (0.01) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 10,500,000 7,500,000 10,600,000 7,500,000 ========== ========= ========== ========= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 3 SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 (UNAUDITED) 9/30/98 9/30/97 ---------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: NET LOSS $(493,785) $(319,255) ADJUSTMENT TO RECONCILE NET (LOSS) TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: DEPRECIATION AND AMORTIZATION 19,653 9,972 CHANGES IN OPERATING ASSETS AND LIABILITIES: DECREASE IN ACCOUNTS RECEIVABLE 1,903 (6,027) (INCREASE) IN INVENTORY (32,509) (8,341) (INCREASE) IN PREPAID EXPENSE (27,945) (6,692) INCREASE IN ACCOUNTS PAYABLE 30,083 27,331 DECREASE IN CUSTOMER DEPOSITS (19,725) 28,561 DECREASE IN SECURITY DEPOSITS 5,852 5,580 ---------- --------- NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (516,473) (268,872) ---------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: ACQUISITION OF FIXED ASSETS (220,126) (603) NOTES PAYABLE 72,948 283,045 PATENT COSTS (41,392) (37,777) SALE OF STOCK 1,000,000 - ---------- --------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 811,430 244,665 ---------- --------- NET (DECREASE) INCREASE IN CASH 294,957 (24,206) CASH - BEGINNING OF PERIOD 41,743 53,849 ---------- --------- CASH - END OF PERIOD $ 336,700 $ 29,643 ========== ========= THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 4 SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES A DEVELOPMENT STAGE ENTERPRISE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1998 (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of SMLX Technologies, Inc. (the "Company") and its wholly-owned subsidiaries, SMLX Technologies of Florida, Inc. (a Florida corporation) and Analyte Diagnostics, Inc., have been prepared in accordance with the instructions and requirements of Form 10-QSB and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, such financial statements reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position for the interim periods presented. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. These financial statements should be read in conjunction with the Company's annual report on Form 10-KSB. These financial statements give effect to the March 5, 1997 reverse acquisition whereby Music Tones Ltd. (name subsequently changed to Simplex Medical Systems, Inc.) acquired all of the outstanding common stock of Simplex Medical Systems, Inc. as if the transaction occurred on September 15, 1995. NOTE 2 - BASIS OF PRESENTATION AND CONTINUED EXISTENCE The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since inception, the Company has experienced losses aggregating $1,299,682 and has been dependent upon loans from stockholders and other third parties and proceeds from the sale of stock in order to satisfy operations to date. Management believes that funds generated from operations will provide the Company with sufficient cash flow resources to fund the operations of the Company. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Report contains forward-looking statements that involve a number of risks and uncertainties. While these statements represent the Company's current judgment in the future direction of the business, such risks and uncertainties could cause actual results to differ materially from any future performance suggested herein. Certain factors that could cause results to differ materially from those projected in the forward-looking statements include timing of orders and shipments, market acceptance of products, ability to increase level of production, impact of government regulations, availability of capital to finance growth, and general economic conditions. The following should be read in conjunction with the attached Financial Statements and Notes thereto of the Company. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1998, VERSUS THREE MONTHS ENDED SEPTEMBER 30, 1997 During the three months ended September 30, 1998, the Company had $166,535 in revenue compared to $50,466 in revenue during the corresponding prior year period. The increase in revenue was the result of international sales of the Company's Rapid Saliva Tests. Operating expenses for the three months ended September 30, 1998, increased to $326,592 as compared to $134,995 in the corresponding prior year period. The increase was due to the increased level of overall activity in the Company's business and the cost of holding the annual shareholders meeting. Payroll costs increased due to the addition of a President, a lab technician, and a marketing director. NINE MONTHS ENDED SEPTEMBER 30, 1998 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1997 During the nine months ended September 30, 1998, the Company had $369,426 in revenue compared to $87,925 in revenue during the corresponding prior year period. The increase in revenue was the result of international sales of saliva tests. There revenues were lower than expected because the Company was out of production for approximately a month because the Company moved into its new facilities during the quarter and the Certificate of Occupancy was issued later than expected. Expenses for the nine months ended September 30, 1998, increased to $699,285 as compared to $371,728 in the corresponding prior year period due to the increased level of activity in the Company's business. Payroll costs increased due to the addition of a President, a lab technician and a marketing director. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 1998, the Company had working capital of approximately $326,181 compared to approximately $(19,021) at December 31, 1997. The increase in working capital was primarily due to the sale of stock during the nine months ended September 30, 1998. As of September 30, 1998, the Company had no material commitments for capital expenditures. 6 YEAR 2000 COMPLIANCE The Company is in the process of completing a review of the effect that the year 2000 will have on its stand alone computer system related to its ongoing operations, its internal control systems and preparation of financial information. It has not yet been able to determine the extent, if any, of the year 2000 problem. However, as the Company keeps both an electronic and paper backup of all contracts, financial data and important correspondence, it does not believe there will be any serious problem. The Company is currently in the process of querying all vendors and suppliers of services that might have an effect on our business to see if they are year 2000 compliant, and if not, will they be compliant before the year 2000. If vendors state that they will not be compliant by the year 2000, we will make arrangements to switch vendors by July 1, 1999. PART II. OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. 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 (a) Exhibit 27 Financial Data Schedule Filed herewith electronically (b) Reports on Form 8-K. None. 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. SMLX TECHNOLOGIES, INC. Date: November 12, 1998 By:/s/ Colin N. Jones Colin N. Jones, President 7 EXHIBIT INDEX EXHIBIT METHOD OF FILING - ------- ------------------------------ 27. Financial Data Schedule Filed herewith electronically