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To: Curious Gamble who wrote (385)5/12/1999 6:16:00 PM
From: waldo  Respond to of 895
 
ADVANCED SYSTEMS INTERNATIONAL INC
Form: 10SB12G   Filing Date: 4/29/99

freeedgar.com.

(Type in Advanced Systems)

ITEM 1. DESCRIPTION OF BUSINESS

General

Advanced Systems International, Inc. ("AdSys"), a Nevada corporation,
is the holding company for one operating subsidiary, Automatic Time Systems
Corp. ("ATS"). References in this registration statement to "the Company" mean
both AdSys and ATS.

ATS is a developer and supplier of time and attendance data collection
and tracking and labor allocation computer applications (software) as well as
data distribution and access solutions for the Enterprise Resource Planning
environment (the "ERP Environment"). ATS' product offering includes the
application software, hardware, implementation services and ongoing support
necessary for deployment of enterprise-wide distributed processing. ATS markets
its products through direct sales and in conjunction with strategic partners.

AdSys and ATS are headquartered in Southfield, Michigan, a suburb of
Detroit. ATS was formed in 1995 to acquire substantially all the assets and
certain liabilities of Automated Time Systems Corp. This acquisition was
completed in early 1996. AdSys was formed in 1996. On July 8, 1997, AdSys, then
a publicly-held shell company, acquired ATS via a "reverse takeover" merger.

In that transaction, the ATS shareholders received 5,481,667 (65%) of
AdSys' then outstanding common shares, with the prior AdSys shareholders
retaining the balance of 3,000,000 shares (35%). Contemporaneously with the
merger, AdSys consummated an equity placement of approximately $1 million.

Principal Products

ATS is a supplier of time and attendance data collection and tracking
and labor allocation applications, as well as data distribution and access (DDA)
solutions for the ERP Environment. The objective of the ATS DDA solution is to
integrate disparate business functions of an organization from financials and
human resources to manufacturing and sales and distribution. This integration
enables companies to optimize supply chains, strengthen customer relationships,
and make accurate management decisions based on real-time data.

ATS' product offering includes the application software, hardware,
implementation services and on-going support necessary for deployment of
enterprise-wide distributed processing. Key markets include automotive,
automotive supply, packaged goods, pharmaceuticals, food processing and other
manufacturing industries.




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ATS developed ATServer(R) to facilitate the dissemination of key labor
data to supervisors throughout the organization. Managers can therefore make
decisions on labor allocations and costing based on timely information that is
consistent throughout the enterprise.

ATLink(TM) provides a seamless universal interface between automated
shop floor and warehouse data capture and the multiple ERP modules, packaged
application integration software, bolt-on applications, and legacy systems which
require this data.

For a typical implementation, ATS representatives work with customers
to develop a strategy that provides a tailored time & attendance and/or DDA
solution. Once that is accomplished, a functional specification is developed,
and the ATS professional services team configures and modifies the existing
software to meet requirements. When the implementation is complete, ATS provides
3-tiered support on an on-going, automatic renewal basis that the client can
select to fit their needs. Typical installations can take from 2 to 6 months
depending on the complexity of the management reporting requested, the number of
sites and users, and the timeline of the customer.

ATServer(R)

ATServer(R) is a Time and Attendance client/server solution developed
in collaboration with Perot Systems for DaimlerChrysler Corporation.
ATServer(R) was designed to efficiently and seamlessly collect, process and
distribute key employee labor data throughout the organization.

Reasons for continued growth in the Time and Attendance industry are:
(1) companies investing to solve Y2K compliance problems, (2) rapidly increasing
demand for multifaceted software solutions, and (3) Time and Attendance's
linking to the ERP Environment. ATServer(R) meets critical industry demands that
software packages be reliable and able to interface with other software
solutions and effectively reduce the time and costs associated with supervisors
performing normal employee allocation tasks.

ATServer(R) Competition

The Time and Attendance industry can be categorized as mature. Two
companies dominate the sector: Kronos Incorporated and Simplex Time Recorder
Co. Kronos has released a client/server time and attendance application. As of
this date, Simplex has not released an open client/server time and attendance
solution.

As the ATServer(R) was developed with Perot Systems and
DaimlerChrysler, ATS has gained a strong foundation, with several functioning
client/server sites, in the Automotive and Automotive Supplier sectors. With a
foundation established in the automotive industry, ATS has recently begun to
enter new vertical markets. New verticals include manufacturing (Sauder
Furniture) and food processing (Sara Lee Foods). Success in entering these new
sectors indicates that ATServer(R) can successfully operate in different
sectors. As a result, the Company expects to be able to continue to increase its
market share of the Time and Attendance industry.

ATServer(R) Competitive Advantages

The core product was designed and built as a client/server application.
The architecture of the solution is open thus enabling the customer to utilize
common hardware or software-operating environments. ATServer(R) was developed
using stored procedures for information and rules. As a result, it is versatile
and adaptable to various rules present at the different operating environments.

ATServer(R) was designed as a Windows(TM) program (rather than being a
DOS based system) and utilizes some of the latest software applications. Key
employee data can be captured from a variety of sources. The competition has
developed their applications within specific parameters. As a result
competitor's products are bound to those parameters.

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ATLink(TM)

ATLink(TM) is a powerful and flexible data distribution and access
(DDA) product that reduces ERP implementation cycles and costs. ATLink(TM)
provides a seamless universal interface between automated shop floor and
warehouse data capture and the multiple ERP modules, packaged application
integration software, bolt-on applications, and legacy systems which require
this data.

Entry into the DDA market was a natural progression for ATS from its
existing client base in Time and Attendance software. Current customers can be
used as a platform to introduce ATLink(TM) to potential clients in both
warehouse and manufacturing sectors.

ATLink(TM) has successfully been certified by two levels of SAP R/3,
the leading ERP company (in terms of published revenue data). The two levels of
certification are MM-MOB and PP-PDC. The criteria for MM-MOB meets the data
collection requirements within the materials management module of SAP R/3, while
PP-PDC meets the requirements of the SAP human resources information module.
ATS designed, produced and achieved certification in less than 12 months.

ATLink(TM) Competition

The Distributed Transaction Processing ("DTP") segment of Middleware is
fragmented and mainly comprised of small private and public companies. The
largest companies in terms of annual revenue are i2 Technologies and Teklogix.

ATLink(TM) Competitive Advantages

ATS believes that companies (like ATS) that provide open, industry
standard non-proprietary solutions will achieve high rates of growth in the DTP
industry. ATLink(TM) meets all industry standard criteria for universal Data
Distribution and Access software for ERP systems. It is a true client/server
DDA solution that is platform driven, database-independent, scaleable and is
built on non-proprietary, industry-standard modules (GUI, RDBMS, ODBC, SQL, ADO,
DCOM/COM, ActiveX/OLE). The Company worked closely with data collection terminal
manufacturers such as Intermec, Hand Held Products, and Control Module to
incorporate built-in interfaces to their products. The development team focused
on ease of integration, ease of use, and low ownership costs as design criteria.

Using ATLink(TM)'s Windows(TM) NT-based graphic user interface, users
(customers and integrators) can rapidly automate data capture tasks involving a
variety of data collection devices, and then distribute accurate, reliable data
throughout the enterprise. The RAD (Rapid Application Development) tools

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and native Microsoft development tools, such as Visual Basic, were used to
develop terminal applications that work with ATLink(TM) and can reduce typical
application development time by a factor of ten.



To: Curious Gamble who wrote (385)5/12/1999 6:20:00 PM
From: waldo  Respond to of 895
 
Research and Development

In 1996, 1997 and 1998, ATS invested $673,802, $1,772,537 and $610,782,
respectively, in research and development costs for the ATS products.

Y2K Compliance

Management believes that all of the ATS products, as well as its
internal systems, are fully "Y2K" compliant. ATS does not believe that Y2K
issues will adversely affect it. Rather, ATS believes that Y2K issues affecting
customers likely will enhance ATS' sales prospects. ATS has sought information
and assurances from its material third-party vendors and suppliers regarding
their Y2K readiness. ATS intends to continuously evaluate its vendor and
supplier relationships and to develop contingency plans to mitigate the negative
effects on ATS from the Y2K problems of its suppliers and vendors.

Employees

The Company employs 47 full time employees. None of the employees is
represented by a union.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The information in this section should be read together with the
consolidated financial statements and notes thereto that are included elsewhere
in this registration statement.

The Company has incurred losses since its inception during which time
it developed its two software applications and developed a level of experience
and resources which management believes should enable ATS to grow. The Company
anticipates earnings in 1999 resulting from installations at Fortune 1000
Companies in industries such as automotive supply, food processing,
entertainment and furniture manufacturing.

The Company has secured a reseller's agreement with EDS (Electronic
Data Systems). The focus of the agreement is to reach Automotive, Automotive
Supplier, Entertainment and other Clients EDS has under management. The Company
believes that the agreement provides not only credibility for ATS and
ATServer(R), but revenue growth potential as the relationship matures.

The non-proprietary Middleware sector of the software industry is in
its initial stages and is experiencing high growth. Management believes that
existing clients in the Time and Attendance Sector can be utilized for
introduction of its Middleware product. Successful entrance in the Middleware
market will further assist the Company's long-term growth potential by providing
two separate but compatible software products, ATServer(R) and ATLink(TM).

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RESULTS OF OPERATIONS

1998 compared to 1997

The Company generated revenue of $2,379,987 in 1998 compared to
$2,012,317 in 1997, as it moved from the development phase to the marketing
phase in its business cycle.

Research and Development expenses decreased from $1,772,537 in 1997 to
$314,587 in 1998, a net decrease of $1,457,950. In 1998, the Company increased
its focus on the development of its products through commercial implementations
and in-house developers rather than through third parties. Reaching
technological feasibility with ATLink(TM) allowed for capitalization of $296,195
of costs, also contributing to the decrease in development costs.

General and Administrative expenses increased to $2,294,668 in 1998
from $1,227,894 in 1997, an increase of $1,066,774. The increase was due
primarily to a greater number of employees, additional travel costs resulting
from increased business activity, and the moving of Corporate Headquarters to a
new facility to accommodate the Company's expansion. Also, in 1998 the Company
obtained Directors & Officers Insurance, saw an increase in depreciation costs
on the Company's assets, and incurred employee moving expenses related to
attracting and retaining key personnel.

Sales and Marketing expenses increased from $485,020 in 1997 to
$945,736 in 1998, an increase of $460,716. This was primarily due to a greater
number of sales personnel, larger commissions due to higher revenues and more
clients, and more intense marketing efforts both in house and through the
Company's third party consultants.




To: Curious Gamble who wrote (385)5/12/1999 6:22:00 PM
From: waldo  Respond to of 895
 
LIQUIDITY AND CAPITAL RESOURCES

The Company converted $674,900 of principal and accrued interest on
outstanding debentures into common stock in 1998.

During 1998 and early 1999, AdSys received an aggregate of
approximately $2.4 million from investors through equity sales made pursuant to
exemptions from registration. AdSys continues to offer shares on a
private-placement basis.

Beyond the ongoing placement efforts, AdSys seeks to generate
sufficient cash flow from operations to fund its anticipated short-term
liquidity needs. In addition, AdSys is currently seeking a line of credit
arrangement with a commercial bank to finance its accounts receivables, to
address liquidity needs pending customer payments. Although the Company believes
that these efforts will result in sufficient liquidity being available to AdSys
to meet its liquidity requirements, no assurance can be given that additional
sources will not be required. To take advantage of high growth in the Middleware
Industry, the Company plans to raise additional capital in the second half of
1999 in the debt or equity markets based on an acceptable strike price and
certain business conditions. Circumstances in which the Company would consider
raising

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additional capital include a desire for a stronger capital base, investment in
product development, acquisitions of companies with synergistic value, resource
procurement based on a definable implementation schedule or backlog, and/or
office space expansion.



To: Curious Gamble who wrote (385)5/12/1999 6:24:00 PM
From: Condor  Read Replies (1) | Respond to of 895
 
And the tension on the spring builds. This is, presumably, a wonderful accumulation opportunity. The only problem with this stock is its not glamorous. Add a .com to its name and Boing!!! LOL. Rest easy gang, it'll be slow but it'll be strong. Although I do love BOING s!! :o)