FORM 10-QSB/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 {X} Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2004 or { } Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period____________to_______________ Commission file number 0-27175 ADVANCE TECHNOLOGIES, INC. ______________________________________________________ (Exact name or registrant as specified in its charter) Nevada 95-4755369 ______________________________ ___________________ (State or other jurisdiction (I.R.S. Employer Incorporation or organization) Identification No.) 716 Yarmouth Rd Suite 215 Palos Verdes Estates, CA 90274 ________________________________________ (Address of principal executive offices) Registrant's telephone number, including area code: (310) 265-7776 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 that the registrant was Required to file such reports), and (2) has shorter period been subject to Such filing requirements for the past 90 days. Yes {X} No { } APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY. Indicate by check whether the registrant has filed all documents And report required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities Under a plan confirmed by a court. Yes { } No { } APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of March 31, 2004, approximately 22,897,717 shares of the Registrant's Common Stock, $0.001 par value were outstanding. As of March 31, 2004, approximately 38,618,657 shares of the Registrant's Class A Preferred Stock par value $0.001 were outstanding. ________________________________________________________________________________ Page 1 TABLE OF CONTENTS Page Cover Page 1 Part I 2 Financial Statement Item 2 Financial Statements 3 Balance Sheet 4 Income Statement 5 Cashflow Statement 6 Financial Footnotes 7 Management Discussion 7 Announcements 8 Business Overview 8 Actions, Board of Directors 10 Signatures 10 ITEM 1. FINANCIAL STATEMENTS ADVANCE TECHNOLOGIES, INC. (A Development Stage Company) Consolidated Financial Statements March 31, 2004 ADVANCE TECHNOLOGIES, INC. (a Development Stage Company) Consolidated Balance Sheets ASSETS March 31, September 30, 2004 2003 (Unaudited) -------------- ------------- Current Assets Cash $ 204 $ (2,029) -------------- ------------- Total Current Assets 204 (2,029) -------------- ------------- Property & Equipment, Net 10,502 14,440 -------------- ------------- Total Assets $ 10,706 $ 12,411 ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $ 9,637 $ 9,637 Accrued Interest - - Note Payable - Officer 55,700 46,800 Advance Royalties - 25,000 -------------- ------------- Total Current Liabilities 65,337 81,437 -------------- ------------- Total Liabilities 65,337 81,437 -------------- ------------- Stockholders' Equity Common Stock, Authorized 100,000,000 Shares of $.001 Par Value, Issued and Outstanding 17,218,967 shares 22,897 22,766 Preferred Stock, Series A Authorized 100,000,000 Shares of $.001 Par Value, Issued and Outstanding 38,858,057 Shares 38,618 38,749 Additional Paid in Capital 549,780 549,780 Deficit Accumulated During the Development Stage (665,926) (680,321) -------------- ------------- Total Stockholders' Equity (54,631) (69,026) -------------- ------------- Total Liabilities and Stockholders' Equity $ 10,706 $ 12,411 ============== ============= ADVANCE TECHNOLOGIES, INC. (a Development Stage Company) Consolidated Statements of Operations (Unaudited) For the three For the three For the six For the six From inception on months ended months ended months ended months ended October 1, 1985 March 31, March 31, March 31, March 31, thru March 31, 2004 2003 2004 2003 2004 ---------------- ------------- ------------- -------------- ----------------- Revenues $ 27,234 $ - $ 149,439 $ 1,648 $ 209,463 Operating Expenses Depreciation & Amortization 1,964 1,964 3,939 3,928 41,385.00 Oranization Costs - - - - 11,331.00 Research & Development - - - - 72,750 General & Administrative 64,354 4,251 131,105 8,856 766,227 ---------------- ------------- ------------- -------------- ----------------- Total Operating Expenses 66,318 6,215 135,044 12,784 891,693 ---------------- ------------- ------------- -------------- ----------------- Operating Income (Loss) (39,085) (6,215) 14,395 (11,136) (682,230) ---------------- ------------- ------------- -------------- ----------------- Other Income (Expense) Miscellaneous Income - # - - - 98,000 Interest Expense (2,565) (5,130) (81,696) ---------------- ------------- ------------- -------------- ----------------- Total Other Income (Expense) - (2,565) - (5,130) 16,304 ---------------- ------------- ------------- -------------- ----------------- Net Income (Loss) $ (39,085) $ (8,780) $ 14,395 $ (16,266) $ (665,926) ================ ============= ============= ============== ================= Net Income (Loss) Per Share $ (0.00) $ (0.00) $ 0.00 $ (0.00) $ (0.25) ================ ============= ============= ============== ================= Weighted Average Shares Outstanding 22,833,717 17,218,967 22,833,717 17,218,967 2,706,562 ================ ============= ============= ============== ================= ADVANCE TECHNOLOGIES, INC. (a Development Stage Company) Consolidated Statements of Cash Flows (Unaudited) From the beginning of development stage For the six months ended October 1, 1985 March 31, thru ------------------------------- March 31, 2004 2003 2004 --------------- ------------- ----------------- Cash Flows from Operating Activities Net Income (Loss) $ 14,395 $ (16,266) $ (665,926) Adjustments to Reconcile Net Loss to Net Cash Provided by Operations: Depreciation & Amortization 3,938 3,928 28,885 Stock Issued for Services - - 403,025 Organization Costs - - 11,331 Decrease in Prepaids - - 14,680 Change in Assets and Liabilities - - - Increase in Deferred Income - - - Increase (Decrease) in Bank Overdraft (2,029) - Increase (Decrease) in Accounts Payable and Accrued Expenses (25,000) 5,130 81,109 --------------- ------------- ----------------- Net Cash Provided(Used) by Operating Activities (8,696) (7,208) (126,897) --------------- ------------- ----------------- Cash Flows from Investing Activities Investment in Subsidiary - - 286 Purchase of Equipment - - (39,386) --------------- ------------- ----------------- Net Cash Provided (Used) by Investing Activities - - (39,100) --------------- ------------- ----------------- Cash Flows from Financing Activities Payments for Officer Loan - - (41,200) Proceeds from Officer Loan 8,900 1,000 96,900 Proceeds from Line of Credit - 4,500 85,500 Proceeds from Issuance of Stock - - 25,000 --------------- ------------- ----------------- Net Cash Provided(Used) by Financing Activities 8,900 5,500 166,200 --------------- ------------- ----------------- Increase (Decrease) in Cash 204 (1,708) 204 --------------- ------------- ----------------- Cash and Cash Equivalents at Beginning of Period - 1,719 - --------------- ------------- ----------------- Cash and Cash Equivalents at End of Period 204 11 $ 204 =============== ============= ================= Cash Paid For: Interest $ - $ - $ - =============== ============= ================= Income Taxes $ - $ - $ - =============== ============= ================= ADVANCE TECHNOLOGIES, INC. (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS March 31, 2004 GENERAL Advance Technologies, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three and nine months ended March 31, 2004 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended September 30, 2003. UNAUDITED INFORMATION The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year. BUSINESS OVERVIEW The tragic events of September 11, 2001 have produced economic and bureaucratic shock waves that continue to effect ATI and our strategic plans. As time goes on the effect on ATI is less and the over-all business recovery is improving. Cost of capital and venture capital remain difficult in the high technology sector. US Government restrictions on the application of Infrared Technology to commercial application continue as we learn to work with new restrictions and reporting requirements. The commercial applications are becoming easier, export restriction are more difficult. The effect has been most notable in the decline of the price of our common stock and a general slow down of our markets. Advance Technologies has reached an agreement in principle with a marketing and sales group to launch the NITEAGLE program. Terms of this agreement are expected to be finalized in April 2004. The acquisition of Telesis Technologies Inc., a privately held Taiwanese corporation was officially completed this fall by United Integrated Services (UIS), a publicly traded Taiwan Corporation. Our agent agreement and joint projects have been converted to UIS with no change in terms and conditions. In January 2004 ATI delivered 15 Nightview camera to UIS for their Spectrum 9000 medical system sold in the far east. These units were exported under the terms of our agent agreement and in compliance with the terms and conditions of Department of Commerce License No. D293324 issued October 26, 2002. This second shipment completes the number of systems authorized under the export license. ATI has applied for another export license for 50 additional IR Cameras. This will be the third license ATI has obtained for UIS (Telesis). ATI was contacted by a medical service facility in the USA. The medical company is interested in conducting clinical trials on the Spectrum 9000 produced by UIS to investigate potential benefits in the treatment of diabetes, varicose veins, and other circulatory diseases. ENHANCED VISION ACTIVITIES Enhance Vision System, our first project; has entered production. Advance Technologies benefits through a license agreement with Kollsman Inc. Kollsman has issued a through March 31, 2004 a total program to date deliveries and sales. ANNUAL UNITS DELIVERED & SOLD ============================= INITIAL DELIVERY UNITS SOLD TOTAL ________________ __________ _____ Year 2002 47 29 29 Year 2003 108 107 107 Year 2004 (Q1) 19 28 28 _______________________________________________________________ TOTAL 174 164 164 The EVS market continues to develop on schedule. On March 30, 2004 Gulfstream Aerospace announced that they have received an amendment to the EVS Supplemental Type Certification (STC) for their G-IV Aircraft. The addition of the G-IV increases the EVS market by more than 500 systems. As a result of this action, Gulfstream now offers EVS as a retrofit on six models (GIV, GIV-SP, G300, G400, and GV). The retrofit modification is combined with scheduled maintenance and can be performed at five Service Centers in the USA. EVS remains standard equipment on G450 & G550 currently in production. The proposed rule change (February 2003, Federal Registrar) by the FAA have been adopted after nearly a year of study and review. The flight rule specifically approvals EVS for precision approaches in FAA defined low visibility operations. This rule takes away the last restriction, and EVS can now be expanded beyond the Business Jet (Part -91 operations) to the Regional Carriers (Part -135), Major Carriers (Part -121), and the Package Carrier operators (Part -127/-121). The agreement between Kollsman and FedEx is proceeding with the EVS being slated for operation on all of FedEx's widebody aircraft. NITEAGLE The advancements in price, performance, and delivery of the microbolometer IR technology have matured to the point where NITEAGLE is commercially viable. This long awaited event is key to several commercial applications beyond NITEAGLE. Details of the final NITEAGLE agreement will be released in our next quarterly filing. SPECTRUM 9000, MEDICAL EQUIPMENT Advanced Technologies is working with a US medical service company to provide a clinical study, peer group review proposal to study and evaluate potential benefits to the treatment of circulatory diseases such as varicose veins, diabetes, and other potential applications. This study will be conducted under the direction of well recognized Surgeon. UIS has asked ATI to submit a peer review study proposal. UIS has offered a Spectrum 9000 to the medical company at a very competitive price. We are still waiting on the medical company to prepare the "peer group" study proposal. The medical company has been very busy with their start up, and we expect a firm proposal to initiate negotiations with UIS. ATI believes the Spectrum 9000 can be used on a joint basis for the medical company daily business as well as a "show and tell" demonstrator for the US market. DEVELOPMENT PROJECTS Advance Technologies Inc. continues development activities on new Infrared systems for commercial markets. These projects cannot be forecast with any degree of certainty and all strategic partnerships or business arrangements remain confidential until such time as a formal announcement is appropriate without compromising the development plan and/or the application market. CAPITAL RESOURCES No commitment for capital resources has been made during this reporting period. FINANCIAL ANALYSIS The results on the operation represent projects of likely future events that cannot be guaranteed. Therefore, the financial analysis does not include projects, and no quantitative assessment has been provided based upon the future discussion of potential events in section 3. No material changes have been provided; therefore impact of unforeseeable events cannot be assessed. Present financial plans are adequate to meet our cash flow needs with our current project schedule. ADVANCE TECHNOLOGIES INC. BOARD OF DIRECTOR ACTIONS The maturity of the Enhanced Vision Project has provided the need to make adjustments to prepare for our transition from a "development company" to a mature self-sustaining company. We anticipate a full transition by mid-2004. Accordingly, the following actions have been authorized by the AVTX Board of Directors to smooth the transition of AVTX. On December 14, 2003 the Board of Directors directed the Corporate attorney to file for authorization to issue 4,000,000 shares of AVTX common stock for the purpose of generating operating capitol for 2004. The proceeds of sales will be used to cover operating expense as AVTX completes their transition from a development company, dependent upon investments to an on-going profitable enterprise. In February 2004, the Board of Directors rescinded the direction to the corporate attorney to file for the issuance of 4,000,000 shares and instructed the corporate attorney to prepare a Private Placement Memorandum for the private placement of 4,000,000 common shares subject to Rule 144 restrictions to provide for operating capital and new business development for 2004. Management believes this equity placement better suits the company's needs. SIGNATURES Pursuant to the requirement 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. ADVANCE TECHNOLOGIES, INC. (Registrant) Date: May 18, 2004 By: /s/ GARY E. BALL ______________________________ Gary E. Ball President and Director