QUARTERLY REPORT - FORM 10QSB/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period ______________ to ____________________
Commission File Number ____________________________________
ADVANCED PRODUCTS GROUP, INC.
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(Name of small business issuer as specified in charter)
DELAWARE 75-2035917
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(State or other jurisdiction (IRS Employer Idenification No.)
of incorporation or organization)
7820 S. Holiday Drive, Suite 205, Sarasota, Fl 34231
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(Address of principal executive offices)
(941)346-8347
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(Issuer's telephone number)
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 3,307,535 Common Shares.
Transitional Small Business Disclosure Format (Check one) Yes [ ] no [ ]
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ADVANCED PRODUCTS GROUP, INC.
(A DEVELOPMENTAL STAGE COMPANY)
BALANCE SHEET FOR SEPTEMBER 30, 1999
STATEMENTS ARE UNAUDITED
9/30/99
-----------
ASSETS
CURRENT ASSETS
- ------------------
CASH IN BANK $ 1,626
ACCOUNTS RECEIVABLE 1,639
INTEREST RECEIVABLE 4,430
NOTES RECEIVABLE - CURRENT 100
NOTES RECEIVABLE - R.HERMAN ( 100)
INVENTORY 0
ADVANCE - ED DA PARMA 109
--------------------
TOTAL CURRENT ASSETS 7,804
PROPERTY AND EQUIPMENT
ACCUMULATED AMORTIZATION
LICENSE AGREEMENT ( 72,150)
---------------------
TOTAL PROPERTY AND EQUIPMENT ( 72,150)
OTHER ASSETS 1,332,000
----------------------
TOTAL OTHER ASSETS 1,332,000
TOTAL ASSETS 1,267.654
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
- ---------------------------
ACCOUNTS PAYABLE ( 49,792)
ACCRUED INTEREST 5,980
LOANS PAYABLE 15,013
LICENSE FEE PAYABLE - CURRENT 239,880
---------------------
TOTAL CURRENT LIABILITIES 211,081
LONG TERM LIABILITIES
LICENSE FEE PAYABLE 1,135,671
----------------------
TOTAL LONG TERM LIABILITIES 1,135,671
TOTAL LIABILITIES 1,346,752
CAPITAL
COMMON STOCK 3,297
PAID IN CAPITAL 547,052
RETAINED EARNINGS ( 105,973)
OUTSTANDING N/R FOR SHARES ( 403,410)
NET INCOME ( 102,064)
-------------------------
TOTAL CAPITAL ( 79,098)
TOTAL LIABILITIES AND CAPITAL 1,267,654
ADVANCED PRODUCTS GROUP, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD JULY,1999 TO SEPTEMBER 30, 1999
STATEMENTS ARE UNAUDITED
REVENUES AMOUNTS
- ------------------ --------------------------
SALES-SOAP $ 3,030
SALES-DISPENSER 0
OTHER INCOME 2,215
SALES DISCOUNTS RETURNS ALLOWANCES 0
-------------------------
TOTAL REVENUE 5,245
COST OF SALES
COST OF GOODS SOLD SOAP 580
COST OF GOODS SOLD DISPENSER 35
COST OF SALES FREIGHT ( 125)
COST OF SALES OTHER 139
-------------------------
TOTAL COST OF SALES 629
GROSS PROFIT 4,616
EXPENSES
ADVERTISING 0
AMORTIZATION OF LICENSE AGREEMENT 16,650
INTEREST EXPENSE LIC AGREEMENT 20,040
AUTO EXPENSE 0
BANK CHARGES 175
DUES AND SUBSCRIPTIONS 590
FREIGHT 927
LEGAL AND PROFESSIONAL 0
FRANCHISE FEE 45
PRODUCT DEVELOPMENT 3,190
MISCELLEANEOUS 47
OFFICE EXPENSE 1,057
POSTAGE 315
OTHERTAXES ( 18)
RENT 2,247
TELEPHONE 3,901
MEALS AND ENTERTAINMENT 138
TRAVEL 759
OTHER EXPENSES 0
----------------------
TOTAL EXPENSES 50,073
NET INCOME (LOSS) ( 45,457)
ADVANCED PRODUCTS GROUP, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
STATEMENTS ARE UNAUDITED
CASH FLOWS FROM OPERATING ACTIVITIES AMOUNTS
NET INCOME (LOSS) $ ( 45,457)
ADJUSTMENTS TO RECONCILE NET
INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES
ACCUMULATED AMORT. LIC AGREEMENT ( 16,650)
ACCOUNTS RECEIVABLE ( 1,512)
INTEREST RECEIVABLE ( 2,215)
SOAP INVENTORY 0
DISPENSER INVENTORY 0
NOTES RECEIVABLE - CURRENT 0
NOTES RECEIVABLE - COLONIAL 0
NOTES RECEIVABLE - R. HERMAN 100
PREPAID EXPENSES 0
ADVANCES R. WEPRIN 0
ADVANCES R. HERMAN 0
ADVANCES E. DA PARMA ( 109)
ACCOUNTS PAYABLE ( 615)
ACCRUED EXPENSES 0
NOTES PAYABLE - CURRENT 15,013
LICENSE FEE PAYABLE 20,040
------------------------
TOTAL ADJUSTMENT 47,352
NET CASH PROVIDED BY OPERATIONS 1,895
CASH FLOWS FROM INVESITNG ACTIVITIES 0
LICENSE AGREEMENT 0
NET CASH USED IN INVESTING 0
CASH FLOWS FROM FINANCING ACTIVITIES
LICENSE FEE PAYABLE 0
COMMON STOCK 246
PAID IN CAPITAL 0
USED FOR PAID IN CAPITAL
OUTSTANDING N/R FOR SHARES ( 2,358)
NET CASH USED IN FINANCING ( 2,112)
NET INCREASE (DECREASE) IN CASH ( 217)
SUMMARY
CASH BALANCE AT END OF PERIOD 1,626
CASH BALANCE AT BEGINNING OF PERIOD ( 2,248)
NET INCREASE (DECREASE) IN CASH ( 622)
ADVANCED PRODUCTS GROUP, INC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - CORPORATE HISTORY
Advanced Products Group, Inc (the "Company"), is a market based company
selling soaps, hand cleaners and other related products. Originally formed as
a Nevada Corporation on August 27, 1998, using the name Cra Z Soap, Corp, the
Company filed Articles of Incorporation on March 12, 1999, and changed its
name to Advanced Products Group, Inc.
Pursuant to an Agreement of Merger dated August 28, 1998, the Company merged
into Advanced Technologies Group, Inc. a Delaware Corporation organized under
the laws of the State of Delaware on March 25, 1987.
The Company is considered to be a developmental stage company.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A. The Company uses the accrual method of accounting.
B. Reveues and directly related expenses are recognized in the period when
the goods are shipped to the customer.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Basic Earnings Per Share are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. When inclusion of the contingently
issuable shares would have an antidilutive effect upon earnings per share
no diluted earnings per share shall be presented.
E. Consolidation Policies: the accompanying consolidated financial
statements include the accounts of the Company and its majority-owned
subsidiary. Intercompany transactions and balances have been eliminated
in consolidation.
F. Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leashold
improvements is amortized over the lesser length of the lease of the
related assets or the estimated lives of the assets. Depreciation and
amortization are computed on the straight line method.
NOTE 3 - REVERSE TAKEOVER AND RECAPITALIZATION
Pursuant to an Agreement of Merger dated August 27, 1998, Cra Z Soap Corp, a
Nevada Corporation, (the legal acquiree) and Advanced Techonologies Group, Inc
a Delaware Corporation, (the legal acquirer) exchanged common stock to give
the shareholders of the legal acquiree control of the legal acquirer.
ADVANCED PRODUCTS GROUP, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE 3 - REVERSE TAKEOVER AND RECAPITALIZATION
Shareholders of the legal acquiree surrendered 100% of the outstanding shares
in exchange for 1,200,000 shares of Common Stock and 310,550 Series A Super
Preferred Voting Shares of the legal acquirer.
On April 30, 1999, Advanced Technologies Group, Inc the legal acquirer filed
a Certificate of Amendment with the Secretary of State of the State of
Delaware changing its name to Advanced Products Group, Inc.
The share exchange of a private operating Company, (Cra Z Soap, Corp) into a
non-operating public shell (Advanced Technologies Group, Inc.), with no assets
or liabilities resulted in the shareholders of the private company having
actual operating control of the combined company after the transaction, and
the shareholders of the former public shell continuing only as passive
investors.
This transaction is considered to be a capital transaction in substance,
rather than a business combination. That is, the transaction is equivalent
to the issuance of stock by the private company for the net monetary assets
of the shell corporation, accompanied by a recapitalization. The accounting
is identical to that resulting from a reverse acquisition, except that no
goodwill or other intangible is recorded.
AFB No. 16, paragraph 70 states that, "Pressumptive evidence of the acquiring
corporation in combinations effected by an exchange of stock is obtained by
identifying the former common shareholder interest of a combined company which
either retains or receives the larger portion of voting rights of the combined
corporation. That corporation should be treated as the acquirer unless other
evidence clearly indicates that another corporation is the acquirer."
Staff accounting Bulletin Topic 2A affirms the above principle and gives
guidelines that the post reverse-acquisition comparative historical financial
saatements furnished for the legal acquirer should be those of the legal
acquiree.
In accordance with this guideline the outstanding shares of Cra Z Soap,Corp
have been retroactively restated on the Balance Sheet, and the Statement of
Stockholders' Equity to give the effect to the three shares for one share
exchange. The retroactively restated shares have been used in the Computation
for Earnings (Losses) Per Share to preserve comparability of those figures.
ADVANCED PRODUCTS GROUP, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS -CONTINUED
NOTE 4 - INCOME TAXES
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax assets
in future years. Due to the uncertainty as to the utlilization of net
operating loss carryforwards an evaluation allowance has been made to the
extent of any tax benefit that net operating losses may generate.
The Company has incurred losses that can be carried forward to offset future
these losses are as follows:
Year of Loss Amount Expiration Date
------------------------------------------
1998 $ 101,226 2018
1999
-------------
Current Tax Asset Value of Net Operating Loss Carryforwards
at Current Prevailing Federal Tax Rate $ 34,416
Evaluation Allowance ( 34,416)
---------------
Net Tax Asset $ 0
===============
Current Income Tax Expense 0
Deferred Income Tax Benefit 0
NOTE 5 - GOING CONCERN
The accompanying financial statements of Advanced Products Group, Inc have
been prepared on a going concern basis, which contemplates profitable
operations and the satisfaction of liabilities in the normal course of
business. There are uncertanites that raise substantial doubt about the
ability of the Company to continue as a going concern. As shown in the
statements of operations the Company has not achieved profitable operations
and as of June 30, 1999 the Company has had insufficient working capital.
Management has obtained an agreement with an investment banking concern in
New York to use a Private Placement Memorandum of 500,00 shares of common
stock at $2.00 per share to raise additional capital. This Agreement is
contingent on the Company completing its current registration process with the
SEC.
In addition, negotiations continue with a major supermarket wholesaler for the
soap products.
ADVANCED PRODUCTS GROUP, INC.
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE 6 - LICENSE AGREEMENT
On August 27, 1998, Cra Z Soap Corp, (the Licensee) entered into an Agreement
with Masters Marketing and Development, Inc.,a Tennessee Corporation, (the
Lincensor). Pursuant to the Agreement the Licensor granted the Licensee a
property that is identified as all formulae, patents, applications for
patents, intellectual properties, know-how, ideas, methods, processes and
concepts, and devices (the "Formulae"), whether now existing or hereafter
conceived, developed or acquired by the Licensor relating to the product known
as Cra Z Soap or any similar product or any application of the formulae to any
products or commercialization therof.
Two officers of Advanced Products Group, Inc owning 22.4% of Advanced Products
Group, Inc outstanding common shares also own 42% each of Masters Marketing
and Developement, Inc.
A royalty of ten percent (10%) of the Adjusted Gross Sales Price of any
products sold by the Licensee or its affiliates for which the Licensee
receives payment of Twenty Thousand Dollars U.S. ($20,000) (the "Monthly
Minimum") whichever is greater ("Royalties"). "Adjusted Gross Sales Price"
shall mean the gross sales price of any Products sold less returns and
reasonable actual discounts or rebates. At such time as the total amount of
Royalties paid reaches the sum equal to $2,000,000, the percentage of
Adjusted Gross Sales Price paid as royalty as defined above shall change from
ten percent (10%) to three percent (3%) with no monthly minimum.
The Company has capitalized the License Agreement at the present value of
$2,000,000 using a risk free rate of 5% over the term of 100 months, (eight
and one-third years) that the Company is required to pay $20,000 per month.
The present value of the License is $1,332,000. The discount factor of
$668,000 is considered to be the interest factor and is absorbed into the
operating expense as interest expense using the straight line method at $6,680
The interest expense is recognized as expense each month without respect to
when the Company pays the required License Fee. If the Company fails to make
the License Fee payment timely, then the expense is recognized and the License
Fee payable is increased.
The Company will amortize the License Fee recognized as an asset over the
initial term of the the License which is twenty (20) years.
The Company will be required to make debt service payments and recognize
expensed pertaining to the License as follows:
ADVANCED PRODUCTS GROUP, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS -CONTINUED
NOTE 6 - LICENSE AGREEMENT - CONTINUED
LICENSE PRINCIPAL LICENSE AMORTIZATION
YEAR PAYMENT INTEREST REDUCTION FACTOR
- ------------- ---------------- ------------ ----------- --------------
1998 $ 80,000 $ 53,280 $ 26,720 22,200
1999 240,000 159,840 80,160 66,600
2000 240,000 159,840 80,160 66,600
2001 240,000 159,840 80,160 66,600
2002 240,000 159,840 80,160 66,600
2003 240,000 159,840 80,160 66,600
THEREAFTER 720,000 479,520 240,480 1,644,800
TOTAL $ 2,000,000 1,332,000 668,000 2,000,000
NOTE 7 - STOCKHOLDERS EQUITY
The Company is authorized to issue 40,000,000 shares of common stock with a
par value of $0.001 per share.
The Company is authorized to issue 1,000,000 Shares of Series A Super
Preferred Voting Shares, retroactively restated have the following
characteristics:
A. Voting Rights: The holder of each share of the Shares shall have the right
to cast twenty (20) votes per Share held on any and all matters presented
for shareholder consideration.
Each holder of common shares may cast one (1) vote per common share held
on any and all matters presented for shareholder consideration.
B. Preference: Holders of the Shares shall be preferred over holders of
common shares for payment of dividends or in any distribution to
shareholders resulting from the liquidation of the issuer.
C. Face Value and Redemption Value: The Shares have a face value of $1.00
each. The Shares may be redeemed by the issuer prior to any conversion
thereof any time after two (2) years from the date of issuance for $1.00
each at the option of the issuer.
D Dividends: The Shares earn a non-cumulative dividend of three precent
(3%)annually based upon the Shares face value and redemption value.
Dividends shall be paid from earnings of the issuer, if any.
E. Conversion: The Shares may be converted into restricted common shares
any time commencing two (2) years after the date of issuance. Each
Series A Preferred Voting Share may be converted into Twenty (20
restriced common shares. The holding periods of any restricted common
shares issued as a result of the conversion for the purposes of Rule 144
or any subsection thereof, as promulgated by the Securities and Exchange
Commission, shall commence upon the date of issuance of and such Series
converted.
ADVANCED PRODUCTS GROUP, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE 7- STOCKHOLDERS' EQUITY - CONTINUED
F. SERIES C PREFERRED SHARES: The Company offers Series C preferred Shares
with a coupon of 6%, a redemption value of $10.00, a face value of $10.00
with voting rights of 2 votes per share and a conversion of 2 common
shares for each share after one year from issue. There are no Series C
Preferred Shares Issued.
On March 12, 1999 at a Special Meeting, the Shareholders authorized a one for
three split of the issued and outstanding shares of common and preferred
stock. Retroactive restatement has been made to the financial statements.
The remaining preferred shares outstanding were returned to the Comany at no
cost and were canceled.
The Company issued 24,916 shares of common stock for services valued at
$2,838. in 1998 and 317,639 shares for services valued at $7,585 in 1999.
The Company issued shareholders of Advanced Technologies Group, Inc. options
to acquire up to 666,667 post split shares of common stock at $0.75 per
share. In 1999, the Shareholders exercised the options and the Company issued
666,667 shares of common stock for Notes Receivable of $500,000. As of
June 30, 1999, the Company had received $96,690 from one of the Note holders.
NOTE 8 - NOTES RECEIVABLE
The Company has three short term notes receivable as follows:
Note 1- From a Business Entitiy of $166,667 dated April 1, 1999 and due
March 31, 2000, interest at .025% per annum $ 166,667
Note 2 - From a Business Entitiy of $166,667 dated April 1,
1999 and due March 31, 2000, interest at .025% 166,667
Note 3- From a Business Entity of $166,667 dated April 1,
199, and due March 31, 2000, interest at .025% 69,976
--------------
Total 403,310
The Company issued 666,667 shares of common stock for the notes receivable.
Generally accepted accounting principles require that the note receivable for
stock issued be offset against the equity increased from the original sale.
ADVANCED PRODUCTS GROUP, INC
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE 9 - DEFICIT ACCUMULATED IN THE DEVELOPMENT STAGE
Subsequent to the Agreement of Merger the surviving entity is considered to be
a development stage company. Deficits accumulated are as follows:
Period Amount
From August 27, 1998 (Inception) to December 31, 1998 $ 101,226
From January 1, 1999 to June 30, 1999 160,493
Total $ 261,719
NOTE 10 - NEW TECHNICAL PRONOUNCEMENTS
In February 1997, SFAS No 129, "Disclosure of Information about Capital
Structure" was issued effective for periods ending after December 31, 1997.
The Company has adopted the disclosure provisions of SFAS No 129 effective
with the fiscal year ended December 31, 1998.
In June, 1997 SFAS No. 130 "Reporting Comprehensive Income" was issued
effective for fiscal years beginning after December 31, 1997, with earlier
application premitted. The Company elected to adopt SFAS No. 130 effective
with the fiscal year ended December 31, 1998. Adoption of SFAS No. 130 is
not expected to have a material impact on the Company's financial statements.
In June 1997, SFAS No. 131 "Disclosures about Segments of an Enterprise and
Related Information" was issued for fiscal year beginning after December 31,
1997, with earlier application permitted. The Company has elected to adopt
SFAS No. 131, effective with the fiscal year ended December 31, 1998.
Adoption of SFAS No. 131 is not expected to have a material impact on the
Company's financial statements.
ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
PLAN OF OPERATION:
The Company is a development stage company with a comprehensive marketing plan
to launch its Internet web site called Go.Autoparts.Direct. The Company
entered into an agreement with Telebrands, Inc to provide media exposure of
its web site. Further management is in the process of completing agreements
with several manufacturers' representatives to provide direct access to
various aftermarket manufacturers.
Due to the importance of bradcast and print media for a successful e-commerce
business, management forged a strategic alliancw with one of the largest
producers and purchasers of TV advertising time. They are committed to help
launch the Company's program with TV and radio as well as the production of a
Infomercial. With the added help of the Company's marketing and advertising
agency, Daugherty Tegarden, Hanley, management is confident that it will make
our site successful.
Finally, the site will provide an outlet to market its cleaning products.
This is a highly competitive arena and a captive distribution channel through
the Internet will facilitate the launch of this product to the market.
The Company can satisfy its cash requirements for a period of 90 days from
September 1, 1999. It is currently engaged in raising sufficient capital to
launch its Internet site and expects to be successful in this endeavor.
The Company researched the number and type of auto parts sites found on the
Web. While there are some 20,000 websites dealing with auto parts, only a
few sell auto parts and very few provide for sales without a requirement for
and e-mail transaction. None of the sites provide direct access to the
manufacturer, each being a distributor's site. Additionally, the Company
plans to continue its research into the technical requirements, most
especially software, to provide the direct type of service it envisions. It
does not expect that these technical requirements will require significant
purchases of both hardware and software in the near term. Management expects
these expenditures to be approximately $250,000. Management also expects that
the Company will not require any significant new employment to accomplish its
launch.
The Company began operations in October of 1998, therefore the financials
contained herein will not show a comparable time period.
PART II- OTHER INFORMATION
ITEM 1. - LEGAL PROCEEDINGS
(a) There are no legal proceedings, judicial or administrative, pending
against the Company.
ITEM 2. - CHANGES IN SECURITIES
(a) There are not changes affecting the rights of the holders of any class
of registered securities.
(b) There are no changes affecting or materially limiting the rights by the
issuance or modification of any class of securities.
(c) The registrant sold no securities during the period covered.
ITEM 3. - DEFAULTS UPON SENIOR SECURITIES
(a) The Company is not in default in the payment of principal, interest, a
sinking or purchase fund installment, or any material default not cured within
thirty (30) days, with respect to any indebtedness of the small business
issuer exceeding 5 precent of the total assets.
(b) The Company is not in arrears in the payment of dividends or any other
material delinquency, with respect to any class of preferred stock of the
registrant which is registered or which ranks prior to any class of
registered securities, or with respect to any class of preferred stock.
ITEM 4. - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
(a) No matters have been submitted to a vote of security holders during the
period covered by this report, through solicitation of proxies or otherwise.
ITEM 5. - OTHER INFORMATION
(a) The registrant has no other information to report at this time.
ITEM 6. - EXHIBITS AND REPORTS
(a) Exhibits frunished include # 11 and 27
(b) No reports were filed during the quarter on Form 8-K