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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 COMMISSION FILE NO. 0-28379
HEALTHCOMP EVALUATION SERVICES CORPORATION
NEVADA 88-0395372
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2001 SIESTA DRIVE, SUITE 302
SARASOTA, FLORIDA 34239
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(Address and zip code of principal executive offices
941-925-2625
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(Registrant's telephone number, including area code)
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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] YES [ ] NO
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
COMMON STOCK 14,277,458 SHARES OUTSTANDING
$0.001 PAR VALUE AS OF MAY 8, 2000
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Table of Contents
This Form 10-QSB/A is filed for the sole purposes of amending Note 1 to the
financial statements contained in Part I. Item 1: "Notes to consolidated
financial statements" and the cautionary statement contained in Part I. Item 2:
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of the Company's Form 10-QSB, for the quarter ended March 31, 2000,
originally filed on May 11, 2000.
Part I. Financial Information
Item 1. Financial Statements
Notes to consolidated financial statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
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HEALTHCOMP EVALUATION SERVICES CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB. Therefore, they do not include
all information and footnotes necessary for a complete presentation of
financial position, results of operations, and cash flows, in conformity with
generally accepted accounting principles. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature. Operating results for the quarter ended March
31, 2000 are not necessarily indicative of the results that can be expected for
the entire year.
The Company filed a Form-10SB on December 8, 1999 which became
effective on February 8, 2000, pursuant to which the Company is subject to the
reporting requirements of the Securities Exchange Act of 1934. These statements
should be read in conjunction with information provided in the Form 10-SB
filing and related amendments thereto.
The accompanying unaudited financial statements have not been reviewed
by our independent auditors in accordance with SAS No. 71 as required by SEC
Regulation S-X, Rule 10-01(d). In addition, the Company has previously filed
amendments to its Form 10SB that included unaudited financial statements for
the year ended December 31, 1999. Our independent auditors have not completed
an audit of the Company's financial statements for the year ended December 31,
1999, nor have they issued any report thereon.
Basic earnings per share ("EPS") are computed based on the weighted
average number of shares of the Company's common stock outstanding. Since the
impact of the Company's common equivalent shares from stock options, warrants
and convertible securities is antidilutive, they are not included in the
computation of diluted EPS.
Comprehensive income includes all changes in a company's equity during
the period that result from transactions and other economic events other than
transactions with its stockholders. For the Company, comprehensive income
(loss) equals net income (loss).
NOTE 2 - BUSINESS COMBINATION
On March 15, 1999, the Company acquired all of the outstanding shares
of Afton, Inc. ("Afton") in a reverse merger transaction accomplished through
the issuance of 5.4 million shares of the Company's $0.001 par value common
stock in exchange for all of Afton's outstanding common stock. In addition, the
Company issued 4.1 million warrants to purchase its common stock in exchange
for all of Afton's outstanding warrants to purchase common stock. Until its
acquisition of Afton, the Company had no operating activities; accordingly, all
comments concerning the Company's operating activities prior to March 15, 1999
included in these notes and the related consolidated financial statements
included herein pertain to the operating activities of Afton.
NOTE 3 - DEBT
During March 1999, notes totaling $1.3 million were converted into
1.04 million shares of common stock, and related accrued interest totaling
$176,072 was forgiven. In connection with the
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conversion, the Company issued five-year warrants to purchase 520,000 shares of
common stock at an exercise price of $0.01 per share. In addition, 532,500
warrants related to the converted notes (comprising 520,000 held by the
debtholders and 12,500 held by a financial advisor) were repriced to $0.01 per
share, resulting in a charge against second quarter earnings in 1999 of
$173,000.
NOTE 4 - OPERATING SEGMENTS
SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," requires that an enterprise disclose certain information about
operating segments. The Company operates in two segments Substance Abuse
Screening Services and Mobile Health Screening Services. In evaluating
financial performance, management focuses on a segment's earnings before
interest, taxes, depreciation and amortization ("EBITDA").
Segment Information
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(In thousands)
Three Months Ended
March 31,
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2000 1999
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SEGMENT REVENUES
Substance Abuse $ 1,810 $ 1,340
Mobile Screening 1,398 753
Corporate items and eliminations 148 (32)
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CONSOLIDATED REVENUES $ 3,355 $ 2,061
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SEGMENT EARNINGS (LOSS) (EBITDA)
Substance Abuse $ 271 $ 104
Mobile Screening 175 7
Corporate items and eliminations (278) (145)
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CONSOLIDATED EARNINGS (LOSS) (EBITDA) $ 169 $ (35)
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Cautionary Statement Identifying Important Factors
That Could Cause the Company's Actual Results to Differ
From Those Projected in Forward Looking Statements
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, readers of this document and any
document incorporated by reference herein, are advised that this document and
documents incorporated by reference into this document contain both statements
of historical facts and forward looking statements. Forward looking statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections
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of revenues, income or loss, earnings or loss per share, capital expenditures,
dividends, capital structure and other financial items, (ii) statements of the
plans and objectives of the Company or its management or Board of Directors,
including the introduction of new products, or estimates or predictions of
actions by customers, suppliers, competitors or regulatory authorities, (iii)
statements of future economic performance and (iv) statements of assumptions
underlying other statements and statements about the Company or its business.
The "safe harbor" provisions described in the previous paragraph
notwithstanding, Section 27A(b)(2)(D) of the Securities Act of 1933 and Section
21E(b)(2)(D) of the Securities Exchange Act of 1934 expressly state that the
safe harbor for forward looking statements does not apply to statements made
with respect to the business or operations of issuers that issue penny stock.
This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ
materially from those indicated by the forward looking statements. These risks
and uncertainties include price competition, the decisions of customers, the
actions of competitors, the effects of government regulation, possible delays
in the introduction of new products, customers acceptance of products and
services, the possible effects of acquisitions and related financings and other
factors which are described herein and/or in documents incorporated by
reference herein.
The cautionary statements made above and elsewhere by the Company
should not be construed as exhaustive or as any admission regarding the
adequacy of disclosures made by the Company. Forward looking statements are
beyond the ability of the Company to control and in many cases the Company
cannot predict what factors would cause results to differ materially from those
indicated by the forward looking statements.
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.
Healthcomp Evaluation Services Corporation
(Registrant)
Date: February 26, 2001
/s/ Martin J. Clegg
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Martin J. Clegg, CEO
Date: February 26, 2001
/s/ Thomas M. Hartnett
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Thomas M. Hartnett, Executive Vice President