SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------- --------------
Commission File Number 333-51058
ADVANCED HEALTHCARE TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
Nevada 84-1565820
(State or other jurisdiction of (IRS Employer Identification
No.) incorporation or organization)
1140 Highway 287, Suite 400-274, Broomfield, Co. 80020
(Address of principal executive offices) (Zip Code)
Issuer's telephone number:(303-404-9904)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of Class)
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
----- -----
2
Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not 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. ( )
Issuer's revenues for its most recent fiscal year: $ NONE
The number of shares of Common Stock held by non-affiliates of the
registrant (as determined for the purpose of this Form 10-KSB only) as
of March 31, 2003 was 16,207,000 with an approximate aggregate market
value of $648,200.00 (based upon the average of the bid and asked
prices of such shares as of such date). The number of shares of the
Common Stock of the issuer outstanding as of March 31, 2003 was
16,207,000.
3
TABLE OF CONTENTS
Item Number and Caption Page
PART I
Item 1. Description of Business 4
Item 2. Description of Properties 10
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters 11
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operation or Plan of
Operation 12
Item 7. Financial Statements 14
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 24
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 24
Item 10. Executive Compensation 25
Item 11. Security Ownership of Certain Beneficial Owners
and Management 26
Item 12. Certain Relationships and Related Transactions 27
Item 13. Exhibits, Financial Statement Schedules, and
on Form 8-K. 28
4
PART I
This Annual Report on Form 10-K, including the sections entitled
"Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations", contains both historical
information and forward-looking statements about Health and Leisure,
Inc ("Health and Leisure", "we", "us", "our" or "our we"). A number of
factors affect our operating results and could cause our actual future
results to differ materially from any forward-looking results discussed
below, including, but not limited to, those related to operating
result. In some cases, you can identify forward-looking statements by
terminology such as "anticipates", "appears", "believes", "continue",
"estimates", "expects", "hope", "intends", "may", "our future success
depends", "plans", "potential", "predicts", "reasonably", "seek to
continue", "should", thinks", "will" or the negative of these terms or
other comparable terminology. These statements are only predictions.
Actual events or results may differ materially. In addition, historical
information should not be considered an indicator of future
performance. Factors that could cause or contribute to these
differences include, but are not limited to, the risks discussed in the
section of this report titled "Factors Affecting Future Operating
Results". These factors may cause our actual results to differ
materially from any forward-looking statement.
Although we believe that the expectations reflected in the forward-
looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we
nor any other person assumes responsibility for the accuracy and
completeness of these statements. We are under no duty to update any of
the forward-looking statements after the date of this Annual Report on
Form 10-K to conform these statements to actual results. These forward-
looking statements are made in reliance upon the safe harbor provision
of The Private Securities Litigation Reform Act of 1995.
Item 1.Description of Business
Introduction
Our History
We were incorporated on March 28, 2000, under the laws of the State of
Colorado. From inception through September 15, 2002, our business was
involved in the marketing of first and second mortgages, primarily
through our website, emailmortgage.com. As we were unable to produce
sufficient revenues to warrant our continued involvement in the
mortgage business and were unable to raise sufficient working capital
to adequately fund the retail mortgage business, we made the decision
to discontinue operations, liquidate our loan inventory and pay off our
then existing liabilities. From September 15, 2002 until the present
time, we have pursued the acquisition and development of products
and/or technologies and/or companies involved in the health care
industry. On May 21, 2002, our Board of Directors approved a five for
one (5:1) stock dividend. On July 8, 2002, we changed our name to
Mariner Health Care Inc., pursuant to a special meeting of
shareholders. A change of domicile from Colorado to Nevada was approved
during the same shareholders meeting. Due to a name conflict with a
national health care organization, we agreed to change our name again,
and adopted the name of Advanced Healthcare Technologies, Inc. Since
that date we have been seeking qualified management and health care
opportunities.
5
Commencing in the third quarter of 2002, we made the decision to
acquire Advanced Hyperbaric Industries, Inc., ("AHT"), a New Jersey
based company engaged in the manufacture and marketing of rigid
extremity hyperbaric chambers and a sacral patch device, both of which
utilize oxygen therapy for the treatment of open wounds and sores,
including bedsores. The acquisition of Advanced Hyperbaric Industries,
Inc. was not fully completed due to complications with the auditing of
its financial records. The acquisition agreement was modified on March
27, 2003, to provide that the technologies owned by Advanced Hyperbaric
Technologies, Inc. and the inventors of those products, be assigned to
us (Advanced Healthcare) and we would pay to AHT our shares on
essentially the same basis as previously agreed, further, additional
shares were allocated for the assignments of patents issued and patents
pending and for technology in development.
The Amendments to the Agreement and Plan of Reorganization acknowledged
that 1.5 million shares were issued to AHT shareholders and amended
Section 5.3 thereof to reserve for issuance a total of Seven Million
shares (including those already issued). 2.5 million restricted shares
are to be issued to Jacqueline Loori and AHT shareholders upon the
signing of the original documents and all rights for the "Topical
Hyperbaric Extremity Chamber, the Portable Topical Hyperbaric Apparatus
or "Disposable Sacral Topical Hyperbaric Oxygen System. In addition
500,000 shares are to be issued to Phillip and Jacqueline Loori upon
the successful negotiation for the assignment of Patent #5060644
"Hyperbaric Chamber Apparatus" currently assigned to Michael Proctor.
One million shares will be issued to Phillip and Jacqueline Loori,
George Horvath and Dr. Frank Rossi upon the filing of the patent
application for a new product related to the rigid extremity chamber
and one million shares to the same parties upon issuance of the patent.
One million shares will be issued to AHT shareholders in the event
Medicare Part B approval is received for any of the assigned products
and 500,000 shares are reserved for AHT shareholders for issuance upon
AHT earning $250,000 in profit and/or 1.5 million in sales. The
reserved shares are incentive based. The total shares, which could be
earned if all the contingent events occur is Seven Million Shares
(7,000,000). From our perspective, we now have the manufacturing
rights, assignments of all of the technologies described and agreements
necessary to ensure that all sales of the products, by AHT or us, will
be transacted directly through our Company. Therefore, we believe all
of the benefits of the original transaction remain intact, with the
added benefit of the actual assignments of technologies and products
taking the place of product licenses. We have retained consultants with
extensive experience in the medical field to evaluate the products and
to consider other opportunities in oxygen treatment, hyperbaric oxygen,
complementary technologies, products and/or companies.
We believe that additional products and technologies are available, and
we investigating some as possible targets for acquisition. We continue
to negotiate terms of agreement with potential new management, lenders,
and private investors. The potential new management has been working
closely with us, in a consulting capacity, and has been advising us as
to the progress and conditions upon which they may agree to work with
us in a full time management capacity. While negotiations have not
been finalized with the potential management, it is anticipated that a
significant amount of our authorized but un-issued common or preferred
stock will be offered as incentive for the potential management team to
agree to become full time management.
6
Overview
There are over 5,000,000 open wounds reported in the United States on
an annual basis, many of which could directly benefit from the use of
topical hyperbaric and/or simple oxygen therapy. The wound care
industry has become a business of hundreds if not thousands of
companies, representing annualized revenues in the billions of dollars.
See Journal of Podiatry Today, July 2002 and the Journal of
Ostomy/Wound Management, November 2002 in the article on Topical
Hyperbaric Oxygen and Electrical
Stimulation.
The treatment of wounds through the use of oxygen therapy has a long
history. The traditional method of treatment involves the delivery of
pressurized oxygen into a hyperbaric oxygen chamber, inside of which a
patient is placed to absorb oxygen into his/her system by normal
breathing. Full body hyperbaric oxygen treatment has been utilized in
a number of applications including neurological disorders. (Ocean
Hyperbaric Institute, Ft. Lauderdale, Fl.)
The use of topical hyperbaric therapy for the treatment of wounds, on
the other hand, and the business that has been created by its use,
counts far fewer competitors, which our research shows, may number less
than 100. Topical hyperbaric therapy, much like full body hyperbaric
oxygen treatment, has been utilized for a number of years, with patent
applications and various forms of treatment dating back more than
thirty years. GWR Medical, Inc. is the largest topical hyperbaric
oxygen company we are aware of. Another company called Numotech, Inc.
has emerged with a larger chamber for oxygen therapy as well.
Based upon our own research and the information we have received from
AHT, we believe that there exists a significant market for the use of
topical hyperbaric therapy. Unlike the inconvenience and high cost of
the traditional full body treatment, the utilization of topical
hyperbaric treatment, with current and planned products, allows for the
treatment of wounds with much wider versatility and less expense and
inconvenience.
Description of Advanced Healthcare Technologies, Inc.
To date, we have completed the acquisition of certain patents, #5060644
(abandonment is being pursued since former assignee has not used the
device or the patent) and #5154697, the "Sacral Unit", technologies and
other products that we feel may be patented, and we continue to
negotiate with individuals and entities to acquire, or jointly develop
other products and/or technologies which we believe are or will be
compatible and complimentary to those acquired from AHT. It is our
intent to acquire other technologies and products on a basis similar to
those we have acquired already; by providing an incentive based
strategy to the seller of the product or technology that minimizes our
capital outlay and ties the total cost to the performance of the
product or technology.
With respect to working capital, we are currently seeking funding in
order to sustain current operations and to hire new management with
extensive experience in the healthcare field. We have received a
letter of intent for funding from Birchwood Funding, Inc., and while no
formal agreements have been executed, negotiations are continuing.
Interim funding has been received in the amount of approximately
$40,000.00, pursuant to the delivery of two promissory notes. We are
7
pursuing other lenders and institutional investors for our capital
needs. Current shareholders continue to pay specific operating
expenses.
One of our major expenses will be clinical studies, which studies are
currently contemplated to cost between $25,000 and $100,000, depending
on the particular study, how many studies are undertaken and the scope
of each study. We are researching the possibility of paying for the
clinical studies with funds obtained from commercial sponsors, who may
be interested in purchasing or using our products, licenses and or
technologies. While no such sponsorships have been received to date,
negotiations are in progress and we have identified several potential
sponsor candidates.
Our ultimate success will depend greatly upon ongoing efforts to obtain
additional funding.
Topical Hyperbaric and Oxygen Therapy Industry
Strategy
Key elements of our strategy include:
Increasing market share through product awareness and the targeting of
traditional hyperbaric oxygen wound treatment patients.
We believe that customers within the existing and traditional
hyperbaric oxygen markets who are either unaware or not properly
informed of topical hyperbaric efficiencies, represent a significant
market opportunity. We intend to increase sales by attracting patients
who are currently utilizing other forms of hyperbaric oxygen treatment
and to become the primary treatment modality for more of these
customers.
We seek to combine what we believe to be our strengths in product
quality, service, and price, to increase our sales to this customer
base. We intend to increase our sales to doctors, hospitals, nursing
homes and other wound care providers through education, exposure and
advice with regard to the qualities and superiority of the topical
hyperbaric oxygen and sacral oxygen treatments. Our goal is to create
relationships and co-branding /co-marketing agreements with companies
in the wound care industry, thereby exposing more potential customers
to our products without the need for the larger sums of capital that
would be required to market the products directly to the end user.
Upon timely completion of the contemplated clinical studies, we believe
that we will be able to widely demonstrate the efficacy of the
treatment to the medical community, and, since there are few clinical
studies relating to the treatment of wounds through the use of topical
hyperbaric oxygen therapy now being conducted, we are hopeful that
concurrent with the results of our studies we will be viewed as leaders
in the burgeoning hyperbaric oxygen and oxygen treatment therapy
industry.
Promoting brand recognition
We intend to increase sales of our products by focusing on brand
marketing. We intend to utilize promotional materials to increase
visibility and to create brand recognition by physicians, hospitals,
nursing homes and would care facilities. The goal of the brand
8
marketing efforts will be to create positive word of mouth advertising,
which we feel is an important part of brand recognition and the general
reputation of our products. Brand name and brand awareness will be
promoted through the utilization and strategic placement of our
products at trade shows, and on national and local television and radio
shows as well as in the print media. We plan to place advertisements
in national and trade publications, to provide streaming video of
clinical and anecdotal cases demonstrating the positive effects of the
treatment, and to participate in charitable fund raising events. Our
promotional activities may also include the "Oxygen Remedies Show@,
which will be a traveling show that enables our management and sales
representatives to meet with doctors, wound care executives, buyers and
journalists in major markets, such as New York City, Los Angeles, San
Francisco, Chicago and Boston. We also plan to participate at high
visibility wound care seminars and continuing education programs. Other
promotional activities may include, web site features, direct mailing
and other promotional activities that might serve as a reference source
for wound care specialists in the medical field.
Pursuing Strategic Acquisitions
We believe that strategic acquisitions will allow us to accelerate
sales growth, increase profitability and expand our geographical
presence. We are in the process of identifying and evaluating
acquisition candidates which are consistent with our consolidation
strategy, including companies that market and distribute products that
complement our existing product lines, generate significant sales from
customers not currently served by us, maintain a strong competitive
position within a rapidly growing segment of the oxygen therapy market
and/or facilitate our entry into new product/technology markets in
which we do not currently serve.
Products
As of the date of this report, we have two principal products. The
first is our rigid extremity chamber, a device which is approximately
30 inches long, 18 inches high and 12 inches wide. The device has a
latex sleeve that is stretched over the wound leaving the treatment
area inside the chamber and the latex sleeve providing a seal. Oxygen
is then pulsed, under pressure, to the wound for a period of time as
determined by the wound care provider, normally between 90 minutes and
180 minutes. The second product is a device which fits over a skin
lesion, such as a bedsore, and has a connector to an oxygen source
which provides continuous flow of oxygen to an exposed wound. The
rigid extremity chamber sells on a retail basis for approximately
$10,000.00. The Sacral Unit sells for approximately $175.00 on a
retail basis. Agreements with our distributors or those of AHT which
buy the units on a discounted basis are confidential documents.
Manufacturing is done by two principal suppliers, one an integrated
systems manufacturing company in New Jersey and also a plastic moulding
and manufacturing company in Massachusetts.
We are continually evaluating new products based on existing and
anticipated trends in the industry and as oxygen technology is expanded
and refined. We intend to actively solicit suggestions for new
products from our customers, industry experts and medical professionals
in order to evaluate new products and new product categories.
9
Information Systems
We plan to undertake technology-based initiatives that we expect will
enhance our efficiency, reduce distribution costs, improve customer
service and generate additional sales.
Customers and Suppliers
According to information given to us by AHT, it has a limited customer
database, primarily because most of its sales are to distributors and
AHT does not have access to the ultimate end user or client. AHT is
a10 years old Company which reports sales of more than 500 devices over
its corporate life. Unfortunately, AHT has limited historical
customer data and/or demographic information with which to expand
markets and opportunities. Instead, we look forward to the completion
of negotiations with new management, and the resultant sales and
marketing programs they will employ.
Sales and Marketing
Our sales and customer service representatives will be soliciting and
processing orders, servicing customers by telephone, reviewing customer
account balances and assisting with the delivery of new product
information. In addition, our sales representatives will advise
customers on treatment options, and the methods of preparing and
addressing wound care needs. Our sales representatives will be trained
to accent the scope and quality of services that we can provide to our
customers and more importantly to the end user. Sales commission
programs will reward account profitability and promote our growth. We
will systematically measure the profitability of each account and
product segment and modify its incentive programs accordingly.
We intend to develop a variety of marketing services that cater to a
broad range of medical care formats. These programs will be designed
to educate professionals, consumers, profile the most advantageous
applications and increase sales for representatives and co-sellers. We
are planning to supplement our market presence with advertising
campaigns in trade publications, demonstrations, and attendance at
seminars and continuing education programs, which will focus on its
ability to service targeted industry segments. We intend to support
our marketing efforts with a variety of promotional services and
programs, press trips and its web site,
www.advancedhealthcaretechnologies.com.
Distribution
We distribute our products from facilities located in New Jersey, and
are currently seeking another facility for such operations. As of this
time, we rely on AHT for assembly of product components.
Competition
We believe that there are over 600 full body hyperbaric chamber centers
in the United States. Each of these centers represents the potential
to be a direct competitor. In addition to direct competition, there
are thousands of products, treatments, creams, ointments, devices and
procedures utilized in the treatment of wounds, some of which are
utilized as complementary treatments and procedures. Many of the
competitors are large, multinational corporations with large research
and development budgets as well as large, sophisticated marketing
budgets and distribution capabilities already in place.
10
Inasmuch as we are aware, no industry estimates are available for
companies that market topical hyperbaric oxygen devices.
Environmental Matters
We must comply with federal, state and local environmental
requirements, including those relating to discharges of substances in
the air, water and land, the handling, storage and disposal of wastes
and the clean up of properties affected by pollutants. We do not
currently anticipate any material adverse effect on our business or
financial condition as a result of our efforts to comply with
environmental requirements.
Intellectual Property
We have been assigned all the rights to two existing patents, those
being Patent #5060644 and Patent # 5154697. We are pursuing the return
of a former assignment of #5060644 by virtue of the non-use by the
former assignee. We are also pursuing the filing of at least one
additional patent relating to the rigid chamber originally created by
Phillip Loori of AHT. In addition, we are pursuing other products
which may be patentable and other ideas which may be patentable all
relating to oxygen therapies.
Employees
As of March 31, 2003, we had no full-time employees. We have not
experienced any labor disputes or work stoppages, and have no
collective bargaining contracts. We have relied on management
consultants and contributed management services and have paid or are
planning to pay certain officers, directors and consultants with shares
of common stock recently registered pursuant to Form S-8.
Regulation
We are regulated by numerous federal, state and local regulatory
agencies, including the U.S. Food and Drug Administration for
qualification of our products as class 3 medical devices. We believe
that we are in compliance in all material respects with all applicable
government regulations. The cost associated with regulation is
primarily associated with the regulatory costs of being a public filing
since we have to have audited financial statements and provide regular
reports to the Securities Exchange Commission.
Item 2. Description of Properties
We currently utilize the facilities of our corporate counsel, Thomas F.
Pierson, for our main address at no cost. Our business and its
development is centered on our management consultants and Phillip Loori
of AHT. Assembly and distribution activities are performed at the AHT
facilities in New Jersey.
Item 3. Legal Proceedings
There are no material legal proceedings pending or, to the best of our
knowledge, threatened against us.
11
Item 4. Submission of Matters to a Vote of Security Holders
On July 8, 2002 at a meeting of the stockholders, the following actions
were adopted:
(1) the stockholders approved an amendment to our certificate of
incorporation changing the name to "Mariner Health Care Inc.";
(2) the stockholders also approved an amendment to our certificate of
incorporation by merger with a Nevada corporation formed for the
purposes of changing the corporate domicile from Colorado to
Nevada.
In each case, 11,836,600 shares voted for the proposal and no shares
voted against the proposal.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
(a) Market Information.
Our common stock is traded on the NASD Over-The-Counter Bulletin Board
under the symbol "AVHC". The following table sets forth the range of
high and low last sales price for our common stock for each of the
periods indicated as reported by the NASD Over-The-Counter Bulletin
Board. The prices below reflect a five for one stock dividend effected
in May of 2002. The quotations reflect inter-dealer prices, without
retail markup, markdown or commission and may not necessarily represent
actual transactions.
2003 High Low
---------- ---------- ----------
1st quarter $ .07 $ .05
2002 High Low
---------- ---------- ----------
1st quarter Not Trading Not Trading
2nd quarter Not Trading Not Trading
3rd quarter $ .35 $ .31
4th quarter $ .09 $ .08
2001
----------
Not Trading
(b) Security Holders
The number of shareholders of common stock of record as of March 31,
2003 was 16,207,000. There are no shares of preferred stock issued.
(c) Dividends
We have not paid cash dividends within the last three years and do not
anticipate or contemplate paying cash dividends in the foreseeable
future. We presently intend to utilize all available funds for the
development and growth of our business and operations.
12
(d) Recent Sales of Unregistered Securities
In the fourth quarter of the fiscal year ended December 31, 2002, we
issued 2,000,000 restricted shares of common stock to Pacifica
Financial Group, Inc. of Newport Beach, California in a transaction
exempt from the registration requirements pursuant to Section 4(2) of
the Securities Act of 1933, as amended. Also in the last quarter of
2002, we issued 200,000 restricted common shares to VUI, Inc. in a
transaction exempt from the registration requirements pursuant to
Section 4(2) of the Securities Act of 1933, as amended
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operation or Plan of Operation
Special Note Regarding Forward-Looking Statements. Certain statements
in this report and elsewhere (such as our other filings with the
Securities and Exchange Commission, press releases, presentations by
its management and oral statements) may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," and "should," and
variations of these words and similar expressions, are intended to
identify these forward-looking statements. Our actual results could
differ materially from those anticipated in these forward-looking
statements. We do not undertake any obligation to publicly release the
result of any revisions to these forward-looking statements, which may
be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Liquidity and Capital Resources
For the years ended March 31, 2003 and 2002, we did not pursue any
investing activities.
For the year ended March 31, 2003, we received proceeds from a note
payable of $12,500 and made repayments of related party loans of
$2,580. We made advances to an affiliated company of $33,380, $7,000
of which was repaid. As a result, for the year ended March 31, 2003,
we had net cash used in financing activities of $16,460.
For the year ended March 31, 2002, we received proceeds of $250,500
from the sale of our stock in the public offering. We repaid related
party loans of $67,745 for the year ended March 31, 2002 and received
proceeds of related party loans of $10,400. For the year ended March
31, 2002, we made advances to affiliated company of $22,000 and were
repaid $15,000 by that affiliated company. As a result, we had net
cash provided by financing activities of $186,155 for the year ended
March 31, 2002.
We have primarily funded our working capital through the issuance of
our securities, and from shareholder advances to the company. Our
capital requirements for the next 12 months will be dependent upon the
capital requirements of Advanced Healthcare Technologies, Inc.
Results of Operations.
For the year ended March 31, 2003, we received loan processing fees of
$1,100 and interest income of $1,735. We had a net loss from
operations of $1,920,276 for the year ended March 31, 2003. This was
mainly to the change in business which resulted in large increases in
13
consulting services of $699,881 in 2003 compared $0 in 2002, investor
relations costs of $652,760 in 2003 compared to $0 in 2002 and the
purchase of research and development of $525,000 in 2003 compared to $0
in 2002.
14
Item 7. Financial Statements
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Advanced Healthcare Technologies, Inc.
(formerly Email Mortgage.com, Inc.)
(A Development Stage Company)
We have audited the balance sheet of Advanced Healthcare Technologies,
Inc. as of March 31, 2003, and the related statements of operations,
changes in stockholders' equity, and cash flows for the two years then
ended and for the period from inception (March 28, 2000) to March 31,
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 auditing standards generally
accepted in the United States of America. 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
Healthcare Technologies, Inc. as of March 31, 2003, and the results of
its operations and cash flows for the two years then ended and for the
period from inception (March 28, 2000) to March 31, 2003, in conformity
with generally accepted accounting principles.
James E. Scheifley
Certified Public Accountant
Dillon, Colorado
May 10, 2003
15
Advanced Healthcare Technologies, Inc.
(A Development Stage Company)
Balance Sheet
March 31, 2003
ASSETS
2003
----------
Current assets:
Cash $ 12,684
Advances to affiliated company 33,380
----------
Total current assets 46,064
$ 46,064
==========
STOCKHOLDERS' EQUITY
Current liabilities:
Note payable $ 12,500
Accounts payable 8,672
Accrued expenses 70,000
----------
Total current liabilities 91,172
Loans from shareholders 652,760
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value,
10,000,000 shares authorized, no shares
issued and outstanding -
Common stock, $.001 par value,-
100,000,000 shares authorized, 16,207,000
shares issued and outstanding 16,207
Additional paid in capital 1,317,843
(Deficit) accumulated during development stage (2,031,918)
----------
(697,868)
----------
$ 46,064
==========
See accompanying notes to financial statements.
16
Advanced Healthcace Technologies, Inc.
(A Development Stage Company)
Statements of Operations
Years Ended March 31, 2003 and 2002 and
For the Period From Inception (March 28, 2000) to March 31, 2003
Period From
Year Ended Inception To
March 31, March 31,
2003 2002 2003
---------- ---------- ----------
Revenue:
Loan processing fees $ 1,100 $ 1,750 $ 4,350
Interest income 1,735 1,567 3,302
---------- ---------- ----------
2,835 3,317 7,652
Operating expenses:
Loan processing costs 500 750 7,050
Professional fees 30,627 43,349 87,526
Consulting services 699,881 - 709,881
Web site design expenses -- - 23,500
Investor relations costs 652,760 - 652,760
Rent 4,975 3,250 11,675
Purchased research & development 525,000 - 525,000
Other expenses 9,368 1,004 22,178
---------- ---------- ----------
1,923,111 48,353 2,039,570
---------- ---------- ----------
(Loss from operations) and
net (loss) $(1,920,276) $ (45,036) $(2,031,918)
=========== ========== ===========
Per share information:
Basic and diluted (loss) per
common share $ (0.13) $ (0.00) $ (0.16)
========== ========== ==========
Weighted average shares
outstanding 14,298,667 11,876,250 12,363,722
========== ========== ==========
See accompanying notes to financial statements.
17
Advanced Healthcace Technologies, Inc.-
(A Development Stage Company)-
Statement of Changes in Stockholders' Equity-
For the Period From Inception (March 28, 2000) to March 31, 2003-
Deficit
Additional Accumulated
Common Stock Paid-in During Develop
ACTIVITY Shares Amount Capital ment Stage Total
---------- -------- ---------- ---------- -------
---
Shares issued for cash
May 2000 @ $.001 11,000,000 $ 2,200 $ - $ - $
2,200
October 2000 @.01 225,000 225 225
450
Shares issued for services
October 2000 @ $1.00 25,000 25 4,975 -
5,000
Net (loss) for the period
ended March 31, 2001 - - - (66,606)
(66,606)
---------- -------- ---------- ---------- -------
---
Balance, March 31,
2001 11,250,000 2,450 5,200 (66,606)
(58,956)
Sale of common stock
for cash in October
2001 1,252,500 1,253 249,247 -
250,500
Par value reclassification - 8,800 (8,800) -
-
Net (loss) for the year
ended March 31, 2002 - - - (45,036)
(45,036)
---------- -------- ---------- ---------- -------
---
Balance, March 31,
2002 12,502,500 $ 12,503 $ 245,647 $ (111,642) $
146,508
Shares issued for services -----
in April 2002 4,500 4 896 -
900
Shares issued for technology
purchase agreement
September 2002 1,500,000 1,500 523,500 -
525,000
Shares issued for consulting
agreement November
2002 2,200,000 2,200 547,800 -
550,000
Net (loss) for the year
ended March 31, 2003 - - - (1,920,276)
(1,920,276)
---------- -------- ---------- ---------- -------
---
Balance, March 31,
2003 16,207,000 $ 16,207 1,317,843 $(2,031,918) $
(697,868)
========== ======== ========== ===========
===========
18
Advanced Healthcace Technologies, Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended March 31, 2003 and 2002 and
For the Period From Inception (March 28, 2000) to March 31, 2003
Period From
Year Ended Inception To
March 31, March 31,
2003 2002 2003
---------- ---------- ----------
Net income (loss) $(1,920,276) $ (45,036) $(2,031,918)
Adjustments to reconcile net
income to net cash provided by
operating activities:
Services provided for common
stock 550,900 - 555,900
Technology acquired for common
stock 525,000 - 525,000
Expenses contributed to capital
by shareholder - - 8,500
Services provided for shareholder
advances 652,760 - 652,760
Changes in assets and liabilities:
Increase in accounts payable 7,647 1,026 8,673
Increase in accrued expenses 70,000 - 70,000
---------- ---------- ----------
Total adjustments 1,806,307 1,026 1,820,833
---------- ---------- ----------
Net cash provided by (used in)
operating activities (113,969) (44,010) (211,085)
Cash flows from financing activities:
Common stock sold for cash - 250,500 253,150
Proceeds from note payable 12,500 - 12,500
Repayment of related party loans (2,580) (67,745) (70,325)
Advances to affiliated company (33,380) (22,000) (55,380)
Repayment of advances to
affiliated company 7,000 15,000 22,000
Loans from related party - 10,400 61,825
---------- ---------- ----------
Net cash provided by (used in)
financing activities (16,460) 186,155 223,770
---------- ---------- ----------
Increase (decrease) in cash (130,429) 142,145 12,685
Cash and cash equivalents,
beginning of period 143,114 969 -
---------- ---------- ----------
Cash and cash equivalents,
end of period $ 12,685 $ 143,114 $ 12,685
========== ========== ==========
See accompanying notes to financial statements.
19
Advanced Healthcare Technologies, Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended March 31, 2003 and 2002 and
For the Period From Inception (March 28, 2000) to March 31, 2003--
Period From
Year Ended Inception To
March 31, March 31,
2003 2002 2003
---------- ---------- ----------
Supplemental cash flow information:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
See accompanying notes to financial statements.
20
Advanced Healthcare Technologies, Inc.
Notes to Financial Statements
March 31, 2003
Note 1. Organization and Summary of Significant Accounting Policies.
The Company was incorporated in Colorado on March 28, 2000 and began
operations on May 25, 2000. The Company's activities to date have been
limited to organization and capital formation. The Company plans to
engage in the healthcare equipment business. The Company had engaged in
the mortgage lending business on a limited basis. The Company has
chosen March 31st as the end of its fiscal year. During the year ended
March 31, 2003, the Company affected a 5 share for 1 share forward
stock split. All share and per share information in the financial
statements and footnotes thereto have been restated to give affect to
the stock split.
Revenue Recognition:
Revenue is recognized at the time the service is performed.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income
available to common stockholders by the weighted average number of
common stock shares outstanding during the year. Diluted EPS is
computed by dividing net income available to common stockholders by the
weighted-average number of common stock shares outstanding during the
year plus potential dilutive instruments such as stock options and
warrants. The effect of stock options on diluted EPS is determined
through the application of the treasury stock method, whereby proceeds
received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market
price during the period. Loss per share is unchanged on a diluted
basis since the assumed exercise of common stock equivalents would have
an anti-dilutive effect.
Cash:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with maturity of three months
or less to be cash equivalents.
Estimates:
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from these estimates
Fair value of financial instruments:
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these
financial instruments approximate fair value because of their short-
term maturities. Financial instruments that potentially subject the
Company to a concentration of credit risk consist principally of cash.
During the year the Company maintained cash deposits at financial
institutions in excess of the $100,000 limit covered by the Federal
Deposit Insurance Corporation. The Company does not hold or issue
financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments
21
Intangible Assets and Long Lived Assets:
The Company makes reviews for the impairment of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121, an impairment loss would be
recognized when estimated future cash flows expected to result from the
use of the asset and its eventual disposition is less than its carrying
amount. No such impairment losses have been identified by the Company
for the period ended March 31, 2003.
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123
(FAS 123), Accounting for Stock-Based Compensation beginning with the
Company's first quarter of 1996. Upon adoption of FAS 123, the Company
continued to measure compensation expense for its stock-based employee
compensation plans using the intrinsic value method prescribed by APB
No. 25, Accounting for Stock Issued to Employees. Stock based
compensation paid by the Company is disclosed in Note 3.
New Accounting Pronouncements
In June 2002, the Financial Accounting Standards Board issued SFAS No.
146, Accounting for Costs Associated With Exit or Disposal Activities
(SFAS 146), which is required to be adopted for such activities
initiated after December 31, 2002. SFAS 146 establishes accounting
rules for recognizing certain costs associated with exit or
restructuring activities that are not associated with new business
combinations or disposal activities covered by FASB Statement No. 144.
Management believes that the adoption of SFAS No. 146 will have no
impact on the Company for the year ended March 31, 2003.
Note 2. Note Payable
During March 2003, the Company issued a note to an unrelated individual
amounting to $12,500. The note is due on May 8, 2003 with interest at
8% per annum. The repayment agreement accompanying the note provides
that the note may be repaid with common stock at the option of the
lender should the Company issue additional common stock in a private
placement or public offering. Should the note be repaid in stock, the
lender is entitled to receive 200% of his invested funds.
Note 3. Stockholders' Equity.
During May 2000, the Company issued 11,000,000 shares of it's
restricted common stock to an entity controlled by an individual who
also controls an entity that has made cash and other advances to the
Company. The shares were valued at $.001 per share for an aggregate of
$2,200 and this amount has reduced the amount due the entity for cash
advances.
During October 2000, the Company issued 25,000 to a consultant for
services provided to the Company. The fair value of the shares issued
for the services amounted to $1.00 per share and such value is
consistent with the proposed offering price in it's initial public
offering.
22
During October 2000, the Company issued an aggregate of 225,000 shares
of its common stock to two individuals who are officers of the Company
aggregating $450 in private sale transactions. The shares were sold at
a price of $.01 per share.
During October 2001, the Company sold an aggregate of 1,252,500 shares
of its common stock for cash at $.20 per share.
During September 2002, the Company issued 1,500,000 shares of its
common stock in exchange for certain technology rights related to a
medical device. Since the device does not have an established market
and it is uncertain that the Company will be able to establish the
market, the fair value of the stock issued ($525,000) has been charged
to operations. The fair value was based upon the closing bid price for
the Company's stock ($.35 per share) on the date of the technology
purchase agreement.
During November 2002,the Company issued 2,200,000 shares of its common
stock pursuant to a consulting contract under which services have been
fully provided as of March 31, 2003. The shares were valued at fair
value based on the closing bid price of $.25 per share on the contract
date.
During the period from October 2002 to February 2003, certain of the
Company's shareholders surrendered an aggregate of 3,677,000 of their
shares to pay for investor relations services provided to the Company
by outside firms. The aggregate fair value of the shares surrendered,
based on the closing bid price at the date surrendered, amounted to
$652,760. This amount has been charged to operations for the year
ended March 31, 2003 and a liability for the corresponding amount has
been provided for since the shareholders are entitled to repayment in
cash or additional common stock at a future date.
Note 4. Commitments and contingencies
The Company leases its office facility on a month to month basis at no
cost.
The officers and directors of the Company are involved in other
business activities and may become involved in other business
activities in the future. Such business activities may conflict with
the activities of the Company. The Company has not formulated a policy
for the resolution of any such conflicts that may arise.
The Company has entered into an oral agreement with E-Mail Real
Estate.com, Inc. (Real Estate), an affiliated corporation, whereby it
will pay, beginning January 1, 2001, $20 per month per realtor that has
a website included in Real Estate's operations that includes a hotlink
to the Company's website. The Company has not incurred any liability
in connection with the oral agreement as of March 31, 2002 or 2003, and
the agreement has since been cancelled.
During January 2003, the Company entered into two consulting agreements
for management services that provide for aggregate monthly fees of
$27,500 on a month-to-month basis.
23
Note 5. Income Taxes
Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and tax
purposes in different periods. Deferred taxes are classified as current
or non-current, depending on the classifications of the assets and
liabilities to which they relate. Deferred taxes arising from temporary
differences that are not related to an asset or liability are
classified as current or non-current depending on the periods in which
the temporary differences are expected to reverse. The Company had no
significant deferred tax items arise during any of the periods
presented.
Certain transactions involving the issuance of or a commitment to issue
the Company's common stock have produced significant charges to
operations for financial statement purposes that may not be deducted
for Federal income tax purposes. Such items have been treated as a
permanent difference in the determination of taxable income or loss.
The Company has not provided for income taxes during the years ended
March 31, 2003 and 2002 as a result of operating losses. The Company
has a net operating loss carry forward at March 31, 2003 of
approximately $288,000 which will expire if unused in 2023. The
Company has fully reserved the deferred tax asset (approximately
$97,900) that would arise from the loss carry forward since the Company
cannot predict a level of operations that would assure the utilization
of the loss in future periods. The reserve increased by approximately
$65,300 during the year ended March 31, 2003.
Note 6. Related Party Transactions
An individual who controls the entity that owns the majority of the
Company's outstanding common stock also controls an entity that has
advanced funds to the Company and has paid expenses in behalf of the
Company.
During the year ended March 31, 2001, the entity advanced $50,450 in
cash to the Company and paid expenses in behalf of the Company
aggregating $11,675. As discussed in Note 3, the Company issued common
stock to repay $2,200 of the cash advanced. During the year ended
March 31, 2002, the related party loaned the Company $10,400 in cash
and the Company repaid $67,745 in cash. The Company had an outstanding
advance balance due the related party of $2,580 at March 31, 2002.
During the year ended March 31, 2002, the Company loaned $22,000 to an
affiliated company and paid a loan referral fee to another related
company. As of December 31, 2001 the affiliate had paid professional
fees in favor of the Company amounting to $15,000 and the balance due
from the affiliate was $7,000 at that date.
During the year ended March 31, 2001, the Company acquired ownership
rights to an Internet website known as "emailmortgage.com". The Company
acquired the website from an entity controlled by an individual who
also controls another entity that owns a majority of the Company's
common stock. The amount paid for the development of the website by
the seller ($11,500) has been included in loans from related parties at
March 31, 2001. The Company has charged the website cost to start up
expenses during the current year.
24
During the year ended March 31, 2003 the Company repaid $2,580 of
related party advances and made additional advances to an affiliated
company of $33,380. Additionally another affiliated company repaid
$7,000 of advances outstanding at March 31, 2002.
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons
The following table sets forth the names and ages of all our current
directors and all persons who will become directors ten days after the
filing of an information statement along with their position, offices
and term.
Name Age Term Position
-------- ----- -------- ------------
Daniel Motsinger(1) 51 April 28-Present Interim Chairman of
Board, President and
Chief Executive Officer
Daniel Starczewski(2) 56 April 28-Present Interim Chief Operating
Officer, Chief Financial
Officer, Secretary and
Director
(1) Shall resign as a director not less than ten days following the
hiring of a permanent President
(2) Shall resign as a director not less than ten days following the
hiring of a permanent CFO and Secretary.
All Directors hold office until the next annual meeting of stockholders
and the election and qualification of their successors. Vacancies on
the Board of Directors may be filled by the remaining directors until
the next annual stockholders' meeting. Officers serve at the
discretion of the Board.
25
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of (i) Forms 3 and 4 and amendments thereto
furnished to us, pursuant to Rule 16a-3(e), promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), during the fiscal
year ended March 31, 2003, and (ii) Forms 5 and amendments thereto
and/or written representations furnished to us by any director, officer
or ten percent security holder of the Company (collectively "Reporting
Persons") stating that he or she was not required to file a Form 5
during our fiscal year ended March 31, 2003, it has been determined
that no Reporting Person is delinquent with respect to his or her
reporting obligations set forth in Section 16(a) of the Exchange Act.
Item 10. Executive Compensation.
Executive Compensation
We did not pay any compensation to our executive officers for the years
ended March 31, 2001 or March 31, 2002.
Board Composition.
Our board of directors will consist of at least three directors. At
each annual meeting of our stockholders, all of our directors are
elected to serve from the time of election and qualification until the
next annual meeting following election. In addition, our bylaws provide
that the maximum authorized number of directors may be changed by
resolution of the stockholders or by resolution of the board of
directors.
Each officer is elected by, and serves at the discretion of, the board
of directors. There are no family relationships among any of our
directors, officers or key employees. Each of our officers and
directors, other than independent directors, devotes substantially less
than full time to our affairs.
Stock Compensation and/or Option Plan.
The 2003 Plan provides for the grant to employees, officers, directors,
consultants and independent contractors of up to 3,300,000 non-
qualified stock options as well as for the grant of shares to employees
that qualify. The purpose of the 2003 Plan is to enable us to attract
and retain qualified persons as employees, officers and directors and
others whose services are required by us, and to motivate such persons
by providing them with an equity participation in the company.
The 2003 Plan will be administered by a Compensation Committee of the
Board of Directors (the "Committee"), which will have, subject to
specified limitations, the full authority to grant shares and/or
options and establish the terms and conditions for vesting and exercise
thereof. If an optionee ceases to be employed by, or ceases to have a
relationship with us, such optionee's options expire six months after
termination of the employment or consulting relationship by reason of
death, one year after termination by reason of permanent disability,
immediately upon termination for cause and three months after
termination for any other reason.
In order to exercise an option granted under the 2003 Plan, the
optionee must pay the full exercise price of the shares being
purchased. Payment may be made either: (i) in cash; (ii) at the
discretion of the Committee, by delivering shares of common stock
26
already owned by the optionee that have a fair market value equal to
the applicable exercise price; or (iii) in the form of such other
consideration as may be determined by the Committee and permitted by
applicable law.
Subject to the foregoing, the Committee has broad discretion to
describe the terms and conditions applicable to shares or options
granted under the 2003 Plan. The Committee may at any time discontinue
granting options under the 2003 Plan or otherwise suspend, amend or
terminate the 2003 Plan and may, with the consent of an optionee, make
such modification of the terms and conditions of such optionee's option
as the Committee shall deem advisable. However, the Committee has no
authority to make any amendment or modifications to the 2003 Plan or
any outstanding option which would: (i) increase the maximum number of
shares which may be purchased pursuant to options granted under the
2003 Plan, either in the aggregate or by an optionee, except in
connection with certain anti-dilution adjustments; (ii) change the
designation of the class of employees eligible to receive qualified
options; (iii) extend the term of the 2003 Plan or the maximum option
period thereunder; (iv) decrease the minimum qualified option price or
permit reductions of the price at which shares may be purchased for
qualified options granted under the 2003 Plan, except in connection
with certain anti-dilution adjustments; or (v) cause qualified stock
options issued under the 2003 Plan to fail to meet the requirements of
incentive stock options under Section 422 of the Code. Any such
amendment or modification shall be effective immediately, subject to
stockholder approval thereof within 12 months before or after the
effective date. No option may be granted during any suspension or after
termination of the 2003 Plan.
Limitations of Liability and Indemnification of Directors and Officers
Our certificate of incorporation and bylaws limit the liability of
directors and officers to the maximum extent permitted by Nevada law.
We will indemnify any person who was or is a party, or is threatened to
be made a party to, an action, suit or proceeding, whether civil,
criminal, administrative or investigative, if that person is or was a
director, officer, employee or agent of the Company or serves or served
any other enterprise at the our request.
In addition, our certificate of incorporation provides that generally a
director shall not be personally liable to us or our stockholders for
monetary damages for breach of the director's fiduciary duty. However,
in accordance with Nevada law, a director will not be indemnified for a
breach of its duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation or any
transaction from which the director derived improper personal benefit.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information as to the common
stock ownership of each of the our directors, executive officers, all
executive officers and directors as a group, and all persons known by
us to be the beneficial owners of more than five percent of its common
stock. Unless otherwise noted, all persons named in the table have sole
voting and dispositive power with respect to all shares of common stock
beneficially owned by them.
27
Amount and nature of
Name of Beneficial Owner(1) Beneficial Ownership Percent of Class
--------------------------- --------------------- ----------------
Nixel Holding, LLC (1) 1,381,250,000 8.52 percent
1301 York Rd. #400
Luterville, Md. 21093
Aero Financial, Inc. (2) 1,381,250,000 8.52 percent
15208 Jarretsville Pike
Monkton, Md. 21111
Dan Motsinger (3) None 0.00 percent
PO Box. 4828
Winston-Salem, NC 27115
Dan Starczewski None 0.00 percent
1020-30 Brookstown Avenue
Winston-Salem, NC 27115
Item 12. Certain Relationships and Related Transactions.
An individual who controls the entity that owns the majority of the
Company's outstanding common stock also controls an entity that has
advanced funds to the Company and has paid expenses in behalf of the
Company.
During the year ended March 31, 2001, the entity advanced $50,450 in
cash to the Company and paid expenses in behalf of the Company
aggregating $11,675. As discussed in Note 3, the Company issued common
stock to repay $2,200 of the cash advanced. During the year ended
March 31, 2002, the related party loaned the Company $10,400 in cash
and the Company repaid $67,745 in cash. The Company had an outstanding
advance balance due the related party of $2,580 at March 31, 2002.
During the year ended March 31, 2002, the Company loaned $22,000 to an
affiliated company and paid a loan referral fee to another related
company. As of December 31, 2001 the affiliate had paid professional
fees in favor of the Company amounting to $15,000 and the balance due
from the affiliate was $7,000 at that date.
During the year ended March 31, 2001, the Company acquired ownership
rights to an Internet website known as "emailmortgage.com". The Company
acquired the website from an entity controlled by an individual who
also controls another entity that owns a majority of the Company's
common stock. The amount paid for the development of the website by
the seller ($11,500) has been included in loans from related parties at
March 31, 2001. The Company has charged the website cost to start up
expenses during the current year.
During the year ended March 31, 2003 the Company repaid $2,580 of
related party advances and made additional advances to an affiliated
company of $33,380. Additionally another affiliated company repaid
$7,000 of advances outstanding at March 31, 2002.
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(b) Reports on Form 8-K
We filed a current report on Form 8-K on September 20, 2002 regarding a
change of control.
(c) Exhibit Index
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 20, 2003 ADVANCED HEALTHCARE TECHNOLOGY, INC.
By:/s/Daniel Motsinger
---------------------------
Daniel Motsinger
Interim Chairman, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of
the Registrant in the capacities and on the date indicated.
Name Title Date
Daniel Motsinger Chairman, Chief Executive June 20, 2003
Officer, President and
Director
Daniel Starczewski Interim Chief Financial
OfficerDirector June 20, 2003
CERTIFICATIONS
I, Daniel Motsinger, certify that:
1. I have reviewed this annual report on Form 10KSB of Advanced
Healthcare Technologies, Inc.
2. Based on my knowledge, the annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present,
in all material respects, the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
(6) The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 20, 2003
/s/Daniel Motsinger
----------------------
Daniel Motsinger
Chief Executive Officer
CERTIFICATIONS
I, Daniel Starczewski, certify that:
1. I have reviewed this annual report on Form 10KSB of Advanced
Healthcare Technologies, Inc.
2. Based on my knowledge, the annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present,
in all material respects, the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
(6) The registrant's other certifying officers and I have indicated
in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 20, 2003
/s/Daniel Starczewski
----------------------
Daniel Starczewski
Chief Financial Officer