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Advantage Life Products Inc/CO · 10QSB · For 6/30/97

Filed On 9/10/97 · SEC File 0-17414 · Accession Number 950144-97-9920

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 9/10/97  Advantage Life Products Inc/CO    10QSB       6/30/97    3:16                                     950144

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Advantage Life Form 10QSB                             14     78K 
 2: EX-21       Subsidiaries of the Registrant                         1      4K 
 3: EX-27       Financial Data Schedule                                1      6K

10QSB · Advantage Life Form 10QSB
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Changes in Securities Defaults Upon Senior Securities Exhibits, Reports on Form 8-K Legal Proceedings Management's Discussion and Analysis or Plan of Operation Other Information Submission of Matters to a Vote of Security Holders
1	1st Page
9	Item 2. Management's Discussion and Analysis or Plan of Operation
11	Item 1. Legal Proceedings
13	Item 2. Changes in Securities
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits, Reports on Form 8-K

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U.S. SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 10-QSB 

(Mark One)                                                    

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE    
SECURITIES EXCHANGE ACT OF 1934             

For the quarterly period ended June 30, 1997
                                               -----------------------------

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE   
EXCHANGE ACT                                

                For the transition period from    __________  to ___________

Commission File No. 0-17414 

ADVANTAGE LIFE PRODUCTS, INC. 
------------------------------------------------------------------------------  
(Name of Small Business Issuer in Its Charter)

                                                                · Download Table
                                                                              
          Delaware                                            33-0213733      
-------------------------------                         ----------------------
(State of Other Jurisdiction of                            (I.R.S. Employer   
Incorporation or Organization)                            Identification No.) 

1509 S. Florida Ave., Suite 3, Lakeland, Florida                   33803        
------------------------------------------------------------------------------  
(Address of Principal Executive Offices)                         (Zip Code)     

(941) 686-2621
------------------------------------------------------------------------------  
(Issuer's Telephone Number, Including Area Code)

------------------------------------------------------------------------------  
(Former name, former address and former fiscal year, if changed since last      
year.)                                                                          

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
                       ---------     ---------

State the number of shares outstanding of each of the issuer's classes of       
common equity, as of the latest practicable date: As of August 31, 1997, the    
Company had 12,878,095 shares of Common Stock outstanding, $0.16 par value.     

10-QSB Report for Period Ended June 30, 1997                     Page 1 of 14   

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ADVANTAGE LIFE PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED 
CONSOLIDATED BALANCE SHEET
JUNE 30, 1997 

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                                                                · Download Table
                                                                            

                                     ASSETS                                 

CURRENT ASSETS:                                                             
  Cash                                                          $     7,100 
  Notes receivable                                                2,122,354 
  Other receivables                                                  86,782 
  Other current assets                                              130,456 
                                                                ----------- 
    Total current assets                                          2,346,692 

Fixed assets-net                                                  1,705,429 
Goodwill-net                                                      2,288,257 
                                                                ----------- 
         TOTAL ASSETS                                           $ 6,340,378 
                                                                =========== 

                      LIABILITIES AND STOCKHOLDERS' EQUITY                  

CURRENT LIABILITIES:                                                        

  Note payable and amounts due individuals                      $    91,467 
  Accounts payable                                                  904,232 
  Other accrued expenses                                            264,986 
                                                                ----------- 
    Total current liabilities                                     1,260,685 

Long-term debt                                                      389,471 
Contingent liabilities                                            1,195,000 
Other                                                               325,759 
                                                                ----------- 
        TOTAL LIABILITIES                                         3,170,915 
                                                                ----------- 

STOCKHOLDERS' EQUITY:                                                       

Preferred stock, no par value; 1,250,000 authorized;                        
  1,000,001 shares issued and outstanding                         1,100,000 
Common stock, $0.16 par value; 25,000,000 shares authorized;                
  12,878,095 shares issued and outstanding                        2,044,495 
Additional paid in capital                                          364,154 
Accumulated deficit                                                (339,186)
                                                                ----------- 
        TOTAL STOCKHOLDERS' EQUITY                                3,169,463 
                                                                ----------- 
                   TOTAL LIABILITIES & STOCKHOLDERS' EQUITY     $ 6,340,378 
                                                                =========== 

See notes to consolidated financial statements. 

10-QSB Report for Period Ended June 30, 1997                     Page 2 of 14   

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ADVANTAGE LIFE PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED 
CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                                · Download Table


                                      Three Months Ended   Six Months Ended
                                         June 30, 1997      June 30, 1997  
                                      ------------------   ----------------
                                                                           
Revenue                                $    212,834        $    337,095    

Cost of sales                               125,945             239,424    
General and administration                  119,044             272,483    
Amortization of goodwill                     13,002              52,008    
                                       ------------        ------------    

Loss from operations                        (45,157)           (226,820)   

Interest expense                             10,820              36,604    
Interest income                             (19,156)            (68,060)   
Other (income) expense                          473                 473    
                                       ------------        ------------    

NET LOSS                               $    (37,294)       $   (195,837)   
                                       ============        ============    

NET LOSS PER SHARE                     $     (0.003)       $     (0.019)   
                                       ============        ============    

AVERAGE NUMBER OF COMMON                                                   
  SHARES OUTSTANDING                     11,597,917          10,088,622    
                                       ============        ============    

See notes to consolidated financial statements. 

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ADVANTAGE LIFE PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED 
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                        · Enlarge/Download Table

                                     Preferred Stock            Common Stock           Paid in                
                                   Shares         $           Shares          $        Capital       Deficit  
                                 ----------  ------------  ----------    ----------  -----------   -----------
                                                                                                              
BALANCE, January 1, 1997                                    1,598,497    $  255,760  $ 7,012,431   $ (143,349)

Adjustment to reflect reverse                                                                                 
   purchase acquisition of                                                                                    
   Treasure Rockhound                                                                                         
   Ranches, Inc.                                                                      (9,199,735)             

Issuance as part of acquisition                                                                               
   costs of Treasure Rockhound                                                                                
   Ranches, Inc.                                            6,000,000       960,000      466,800              

Proceeds from sale of common                                                                                  
   stock                                                    4,000,000       640,000    1,070,000              

Issuance in settlement of judg-                                                                               
   ment                                                       929,598       148,735      574,043              

Issuance for services rendered                                250,000        40,000      440,615              

Issuance of Series A, Non-                                                                                    
   convertible Preferred Stock,                                                                               
   no par value                  1,000,000   $ 1,000,000                                                      

Issuance of Series B, Convert-                                                                                
   ible Preferred Stock, no par                                                                               
   value, $100,000 face value            1       100,000                                                      

Net loss                                                                                             (195,837)

                                 ---------   -----------   ----------    ----------  -----------   ---------- 

BALANCE, June 30, 1997           1,000,001   $ 1,100,000   12,778,095    $2,044,495  $   364,154   $ (339,186)
                                 =========   ===========   ==========    ==========  ===========   ========== 

See notes to consolidated financial statements. 

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ADVANTAGE LIFE PRODUCTS, INC. AND SUBSIDIARIES
UNAUDITED 
CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                · Download Table

                                                      Six Months Ended
                                                        June 30, 1997 
                                                      ----------------
                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES:                                 
Net loss                                              $  (195,837)    
Adjustments to reconcile net loss to net cash used                    
   in operating activities:                                           
     Depreciation and amortization                         70,798     
     Increase in current assets                          (160,951)    
     Increase in accounts payable                         405,180     
     Decrease in other current liabilities               (529,323)    
                                                      -----------     

NET CASH USED IN OPERATING ACTIVITIES                    (410,133)    
                                                      -----------     

Cash flows from investing activities:                                 
Note receivable from stockholder                         (905,716)    
                                                      -----------     

NET CASH USED IN INVESTING ACTIVITIES                    (905,716)    
                                                      -----------     

Cash flows from financing activities:                                 
Proceeds from issuance of common and preferred stock    1,251,665     
Notes payable                                             (24,300)    
                                                      -----------     

NET CASH PROVIDED BY FINANCING ACTIVITIES               1,227,365     
                                                      -----------     

NET CHANGE IN CASH                                        (88,484)    

CASH, BEGINNING OF PERIOD                                  95,584     
                                                      -----------     

CASH, END OF PERIOD                                   $     7,100     
                                                      ===========     

See notes to consolidated financial statements. 

10-QSB Report for Period Ended June 30, 1997                     Page 5 of 14   

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ADVANTAGE LIFE PRODUCTS, INC. 
NOTES TO FINANCIAL STATEMENTS 

NOTE A - GENERAL                                                                

The financial statements of Advantage Life Products, Inc. ("Advantage Life" or  
the "Company") as of June 30, 1997 and for the three and six months then ended  
are unaudited and, in the opinion of Advantage Life, reflect all adjustments    
necessary for a fair presentation of such data and have been prepared on a      
basis consistent with the April 30, 1996 Audited Financial Statements. All such 
adjustments made were of a normal recurring nature. Advantage Life's            
significant accounting policies are described in the notes to the April 30,     
1996 Audited Financial Statements and there have been no material changes in    
significant accounting policies from those described therein. On April 25, 1997 
the Company's Board of Directors approved a change of the Company's year end    
from April 30 to December 31, to match the fiscal year end of its only          
operating subsidiary, Treasure Rockhound Ranches, Inc. ("Treasure Rockhound").  

In mid-1995, Advantage Life entered into an agreement and plan of merger under  
which Environmental Professionals, a New Jersey based environmental services    
firm would merge with Advantage Acquisition, Inc., a newly formed acquisition   
subsidiary of Advantage Life. The surviving entity would be Environmental       
Professionals, Inc. ("Environmental Professionals"). Environment Professionals  
provided various environmental remediation services to industrial clients,      
major oil companies and environmental consultants. In May 1996, as the result   
of the insolvency of a major customer, and Environmental Professionals'         
inability to obtain other sources of funding, Environmental Professionals was   
unable to meet its current obligations and ceased operations. Environmental     
Professionals had pledged vehicles on loans to a bank, and in addition, had     
pledged all other assets, including its accounts receivable, tangible and       
intangible assets on a line of credit to the same bank. The bank filed an       
action and took possession of Environmental Professionals assets, and a         
Statutory Receiver was appointed in August of 1996. As a result of the          
circumstances surrounding the current status of Environmental Professionals,    
i.e. Advantage Life does not have control of Environmental Professionals,       
management has decided to deconsolidate Environmental Professionals.            

On February 21, 1997, Advantage Life and its newly formed subsidiary, Advantage 
Life Acquisition One, Inc. ("Advantage Life Acquisition"), a Florida            
corporation entered into an Agreement and Plan of Reorganization by and         
among Advantage Life and its subsidiary, Advantage Life Acquisition and Channel 
America Broadcasting, Inc. and its subsidiary, Technology Holdings, Inc. to     
acquire 100% of the issued and outstanding stock of Technology Holding's        
subsidiary, Treasure Rockhound (the "Agreement and Plan of Reorganization") for 
6,000,000 shares of Advantage Life's restricted common stock, a note payable to 
Technology Holdings for $750,000 and Advantage Life assumed certain liabilities 
of Technology Holdings totaling approximately $658,000. The primary business of 
Treasure Rockhound is owning and operating recreational resorts and             
recreational vehicle ("RV") campgrounds located across the United States.       
Treasure Rockhound, in business since 1974, operates through its private        
membership organization, Camper Ranch Club of America ("Camper Ranch Club"),    
offering its members six recreational resorts located in Arizona, New Mexico    
and Texas. Treasure Rockhound owns approximately 5,100 acres and leases         
approximately 12,000 other acres from individuals, states and the federal       
government. Camper Ranch Club has a total membership of over 8,500 with 5,300   
active dues-paying members.                                                     

NOTE B - COMMON & PREFERRED STOCK                                               

COMMON STOCK - The Company has authorized 25,000,000 shares of common stock at  
$0.16 par value. As of June 30, 1997, 12,778,095 shares were issued and         
outstanding.                                                                    

In October 1994, Advantage Life effected a 1 for 3 reverse stock split. In      
August 1995, Advantage Life effected a 1 for 20 reverse stock split, and on the 
same date effected a 100% stock dividend. On June 24, 1996, Advantage Life      
effected a 1 for 20 reverse stock split. All                                    

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common stock transactions have been retroactively restated for all periods      
presented as a result of these reverse stock splits and stock dividends.        

In June 1996, Advantage Life issued 455 post-split shares to adjust for the 1   
for 20 reverse stock split of June 24, 1996. In July 1996, Advantage Life       
issued 300,000 post-split shares to Vietri Investments, Ltd. for services       
provided to the Company. In October 1996, Advantage Life entered into a Capital 
Stock Purchase Agreement for the sale of 1,000,000 post-split shares to Cimtran 
for a total consideration of $500,000. Under the terms of this Capital Stock    
Purchase Agreement, Advantage received $85,000 in cash and a promissory note    
from Cimtran in the principal amount of $415,000 which was to mature August 31, 
1997. Pursuant to the terms of the Agreement and Plan of Reorganization, the    
promissory note was forgiven.                                                   

In February 1997, the Company issued 10,000,000 shares of restricted common     
stock for cash and promissory notes receivable to two directors of the Company. 
Pursuant to the Agreement and Plan of Reorganization, 6,700,000 shares of the   
10,000,000 shares issued to the directors, were returned to the Company in      
exchange for the cancellation and/or reduction of the promissory notes          
receivable related to this transaction. Also in February 1997, the Company      
issued 6,000,000 shares of restricted common stock which was a part of the      
total payment to Technology Holdings in the Agreement and Plan of               
Reorganization. In March 1997, the Company issued 929,598 shares of restricted  
common stock in settlement of an outstanding judgment awarded to Guthy-Renker   
Corporation. Also in March 1997, the Company issued shares pursuant to a        
Private Offering Memorandum for the sale of 1,000,000 shares of restricted      
common stock to an unrelated third party. The Company received an 8% promissory 
note for $275,000 (which was to mature on August 15, 1997, and has been         
extended to November 15, 1997) and cash of $475,000. In June 1997, the Company  
filed a Form S-8, and registered 250,000 shares of common stock in connection   
with an employee benefit plan whereby individuals received shares of common     
stock in lieu of cash compensation otherwise payable to them.                   

PREFERRED STOCK - The Company has authorized 1,250,000 shares of preferred      
stock at no par value. Without the approval of the stockholders, the Company's  
Board of Directors has the power to designate and issue classes of preferred    
stock and determine the rights and preferences of each class of the preferred   
stock. The rights and preferences of the preferred stock so determined may      
adversely affect the voting power and dividends of the common stock. As of June 
30, 1997, 1,000,001 shares of preferred stock were issued and outstanding.      

SERIES A PREFERRED STOCK - The Board of Directors has established this series   
with 1,200,000 shares authorized, no par value. The Series A Preferred Stock    
has no voting rights except as provided by operation of law, is not convertible 
into common stock, shall be entitled to receive dividends as declared by the    
Board of Directors and is redeemable by the Company.                            

On November 19, 1996, the Company's Board of Directors adopted a resolution     
providing for the issuance of a series of its authorized preferred stock,       
designated Series A Preferred Stock, having no par value. On February 21, 1997, 
the Company sold 1,000,000 shares of Series A Preferred Stock to Advantage      
Holdings, Inc., an unrelated entity, owned by Advantage Life's former President 
and Chairman of the Board, Alan Lipstein, in exchange for a promissory note     
receivable for $1,000,000, the principal of which is payable in three equal     
annual installments beginning February 22, 1998. Interest, at an annual rate of 
8% shall be payable on the outstanding principal balance of the promissory note 
on a quarterly basis, and the preferred shares shall be held by Advantage Life  
as collateral for the transaction. Advantage Holdings, Inc. also has an option  
to acquire an additional 4,000,000 shares of preferred stock for a purchase     
price of $1.00 per share, upon an increase of Advantages Life's authorized      
preferred stock from 1,250,000 to 25,000,000 preferred shares.                  

SERIES B PREFERRED STOCK - The Board of Directors has established this series   
with 20 shares authorized, no par value, $100,000 face value. The Series B      
Preferred Stock has no voting rights except as provided by operation of law, is 
convertible into common stock, shall be entitled to receive dividends as        
declared by the Board of Directors and is redeemable by the Company.            

10-QSB Report for Period Ended June 30, 1997                     Page 7 of 14   

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On April 25, 1997, the Company's Board of Directors adopted a resolution        
providing for the issuance of a series of its authorized preferred stock,       
designated Series B Preferred Stock, having no par value and a face value of    
$100,000. On April 28, 1997, the Company issued one share of Series B preferred 
stock, in exchange for $100,000 in cash.                                        

NOTE C - ACQUISITION OF TREASURE ROCKHOUND RANCHES, INC.                        

On February 21, 1997 Advantage Life and its newly formed subsidiary, Advantage  
Life Acquisition entered into an Agreement and Plan of Reorganization by and    
among Advantage Life and its subsidiary, Advantage Life Acquisition and Channel 
America Broadcasting, Inc. and its subsidiary, Technology Holdings, Inc. to     
acquire 100% of the issued and outstanding stock of Technology Holding's        
subsidiary, Treasure Rockhound Ranches, Inc. for 6,000,000 shares of Advantage  
Life's restricted common stock, a note payable to Technology Holdings for       
$750,000 and Advantage Life assumed certain liabilities of Technology Holdings  
totaling approximately $658,000. The primary business of Treasure Rockhound is  
owning and operating RV campgrounds located across the United States. Treasure  
Rockhound, in business since 1974, operates through its private membership      
organization, Camper Ranch Club, offering its members six recreational resorts  
located in Arizona, New Mexico and Texas. Treasure Rockhound owns approximately 
5,100 acres and leases approximately 12,000 other acres from individuals,       
states and the federal government. Camper Ranch Club has a total membership of  
over 8,500 with 5,300 active dues-paying members. Advantage Life assumed the    
debts, liabilities and obligations of Treasure Rockhound set forth on the       
balance sheet of Treasure Rockhound contained in the Reorganization Agreement   
in the same manner as if Advantage had itself incurred them.                    

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

GENERAL OVERVIEW                                                                

Advantage Life was organized under the laws of the State of Colorado in 1986,   
and subsequently reorganized as a Delaware corporation in 1994.                 

In 1993, Advantage Life acquired the assets of Lasting Cosmetics, Inc.          
("Lasting Cosmetics"), a privately owned, New York based cosmetics marketing    
company. In 1994, Lasting Cosmetics entered into a marketing and distribution   
agreement with Guthy-Renker Corporation ("GRC") for the distribution of a       
certain product via infomercials. Due to difficulties with the airing of the    
infomercials (See Item 1. Legal Proceedings), Advantage Life attempted to sell  
the product directly to salons via direct marketing methods in early 1995.      
Direct marketing also failed and Advantage Life decided to discontinue this     
operation and is in the process of winding up the affairs of Lasting Cosmetics. 

In September 1996, Advantage Life acquired all of the assets of Universal Mica  
Furniture, Inc. ("Universal Mica"), a retail home furniture store in            
Farmingdale, New York. Advantage Life paid $2,000,000 to Universal Mica by      
issuing 480,000 shares of its common stock and its promissory note in the       
original principal amount of $800,000 (the "Universal Mica Note"). In January   
1997, this acquisition was rescinded, and the common stock of Advantage Life    
and the Universal Mica Note were returned to Advantage Life.                    

On February 21, 1997 Advantage Life and its newly formed acquisition subsidiary 
Advantage Life Acquisition entered into the Agreement and Plan of Reorganization
by and among Advantage Life, Advantage Life Acquisition, Channel America        
Broadcasting, Inc. and Technology Holdings, Inc., a wholly owned subsidiary of  
Channel America Broadcasting, Inc. to acquire 100% of the issued and outstanding
stock of Technology Holdings, Inc.'s wholly owned subsidiary Treasure Rockhound.
To acquire Treasure Rockhound, Advantage Life agreed to pay Technology Holdings,
Inc. 6,000,000 shares of Advantage Life's restricted common stock, a promissory 
note payable for $750,000 and Advantage Life assumed certain liabilities of     
Technology Holdings, Inc. totaling approximately $658,000. Treasure Rockhound   
owns and operates six RV parks and campgrounds in three Southwestern states.    

PLAN OF OPERATIONS                                                              

The only operating revenues that Advantage Life currently receives are those    
generated by Treasure Rockhound, Advantage Life's newly acquired, wholly owned  
subsidiary. It is the intention of Advantage Life to expand its RV parks and    
campground operation by increasing Treasure Rockhound's marketing efforts and   
by acquiring addition RV parks and campgrounds to add to its base of operation. 
Treasure Rockhound has had several conversations with potential acquisition     
candidates, however, has no binding commitments to acquire said candidates.     
There can be no assurance given that Advantage Life will be able to             
successfully obtain the debt or equity funding necessary to expand the business 
of Treasure Rockhound or acquire additional RV parks and campgrounds, or if so  
acquired, successfully operate such RV parks and campgrounds at a profitable    
level.                                                                          

The Company also plans to enter the gaming industry, in the form of gaming      
vessels. The Company plans to own and operate cruise ships primarily engaged in 
the business of operating day cruises offering casino gambling to its           
passengers, after the ship reaches "international waters". The cruises will     
include a variety of shipboard activities including dining, sightseeing, live   
music and entertainment, however the primary operation of the business will be  
its casinos. The Company is currently in negotiations with two companies        
involved in the operation of gaming vessels, and expects to enter into a        
definitive acquisition or merger agreement shortly. There can                   

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be no assurance given that Advantage Life will be able to complete said         
agreement, or if so completed, successfully operate such gaming vessels at a    
profitable level.                                                               

LIQUIDITY AND CAPITAL RESOURCES                                                 

Advantage Life has incurred operation losses for years ended April 30, 1995 and 
1996 of $1,665,000 and $6,466,000 respectively, and for the period from May 1,  
1996 to June 30, 1997, the Company has lost approximately $6,000,000, which     
have adversely reduced Advantage Life's liquidity and capital resources. Much   
of the losses incurred during the 14 month period ended June 30, 1997 is a      
result of write-offs, allowances for potential judgments and claims, and the    
settlement of lawsuits. The Company anticipates additional losses for the six   
months ending December 31, 1997 of approximately $500,000. In addition,         
Advantage Life's new acquisition, Treasure Rockhound requires addition capital  
infusion to expand its base business and acquire additional RV parks and        
campgrounds. The future success of Advantage Life will depend upon management's 
ability to attain and maintain profitable operations, to obtain favorable       
financing arrangements and to raise additional capital.                         

Advantage Life has sought to raise capital to expand its business operations by 
the sale of its common and preferred stock. In February 1997, Advantage Life    
sold 1,000,000 shares of Series A Preferred Stock to Advantage Holdings, Inc.,  
an unrelated entity, owned by the Company's former President and Chairman of    
the Board, Alan Lipstein, in exchange for a promissory note totaling            
$1,000,000. Advantage Holdings, Inc. also has an option to acquire an           
additional 4,000,000 shares of preferred stock for a purchase price of $1.00    
per share upon an increase of Advantage Life's authorized preferred stock from  
1,250,000 to 25,000,000 authorized preferred shares. In March 1997, the Company 
sold 1,000,000 shares of common stock in a private sale for cash and a          
promissory note. In April 1997, the Company sold one share of Series B          
preferred stock for $100,000 in cash. In June 1997, the Company filed a Form    
S-8 for 250,000 shares of common stock in connection with an employee benefit   
plan whereby individuals received shares of common stock in lieu of cash        
compensation otherwise payable to them.                                         

Advantage Life's cash requirements are expected to be obtained from the         
proceeds of the issuance of its securities. The timing and nature of the        
proposed sale of Advantage Life's debt or equity securities are uncertain as    
Advantage Life has not yet received a commitment from a broker-dealer to        
underwrite the sale of its securities. While Advantage Life is negotiating with 
several broker-dealers to underwrite the sale of its securities, there can be   
no assurance given that Advantage Life will be successful in negotiating an     
acceptable agreement with a broker-dealer. If the Company is unable to reach an 
agreement with a broker-dealer to underwrite its securities, it will likely     
attempt to sell its securities without the assistance of a broker-dealer.       

Advantage Life's subsidiary, Treasure Rockhound, principally meets its cash     
requirements from operating cash flows. Management anticipates making           
improvements to properties in this subsidiary. These improvements will be       
funded using cash flows from operations and/or bank borrowings.                 

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PART II - OTHER INFORMATION                                                     

ITEM 1.  LEGAL PROCEEDINGS.                                                     

The Company and its subsidiaries are defendants in various legal actions which  
arise in the normal course of business. In addition, the Company is a party in  
the following legal proceedings:                                                

MICHAEL ACKERMAN VS. ADVANTAGE LIFE PRODUCTS, INC.                              

In 1994, Michael Ackerman, former President of Lasting Cosmetics filed suit in  
the Superior Court of the State of California for the County of Orange against  
the Company asserting that the Company defaulted on a note and security         
agreement and sought recovery of damages and costs. In June 1996, a judgment by 
default was entered against the Company in the amount of $237,755 in            
compensatory damages and $122,948 in interest, attorney's fees and costs. The   
Company 's management and the Plaintiff's attorney are currently in             
negotiations to settle this matter with restricted common stock of the Company. 

FIRST CLASS MARKETING, INC. VS. ADVANTAGE LIFE PRODUCTS, INC.                   

On 1995, First Class Marketing, Inc. filed suit in the Superior Court of the    
State of California for the County of San Diego against the Company asserting   
that the Company was in breach of contracts entered into between the Company    
and First Class Marketing, Inc. and sought recovery of damages and costs. In    
February 1997, a judgment by default was entered against the Company in the     
amount of $28,367 in principal and $62,420 in attorney's fees and costs. On     
September 2, 1997, the Company's management and the Plaintiff entered into a    
settlement agreement whereby the Company would issue 200,000 shares of its      
restricted common stock with registration rights.                               

GUTHY-RENKER CORPORATION VS. ADVANTAGE LIFE PRODUCTS, INC.                      

On 1995, Guthy-Renker Corp. ("GRC") filed suit in the Superior Court of the     
State of California for the County of Los Angeles against the Company for       
Breach of Written Contract, Conversion, Negligent Misrepresentation, Bad Faith  
Denial of the Existence of a Contract, Dissolution and Accounting, False        
Designation or Origin and False Description, Rescission and Restitution,        
Defamation, Declaratory Relief, and Injunctive Relief. and sought recovery of   
damages and costs of approximately $4,500,000. On November 15, 1996, a default  
judgment was entered in favor of GRC against the Company providing that among   
other things, (a) GRC recover from the Company the sum of $1,924,945 (the       
"Monetary Award") and (b) the Company shall provide to GRC a written option     
(the "Option Award") entitling GRC to purchase at least 400,000 unrestricted    
shares of the Company's common stock at an option price no greater than $0.63   
(or, if the common stock is trading at less than $0.75 per share at the time of 
the exercise of the option, at a 15% discount from the trading price of the     
common stock) (the "Default Judgment"). On January 15, 1997, the Company and    
GRC entered into a settlement agreement (the "GRC Settlement Agreement")        
whereby the Company would deliver 25,000 unrestricted shares of its stock (the  
"Distribution Shares"). The Company also agreed to issue 929,598 shares of      
restricted common stock (the "Restricted Stock"). The Company further agreed to 
cause the Restricted Stock to be registered (the "Registered Stock") on or      
before April 30, 1997 and become unrestricted and marketable on or before       
November 1, 1997. In the event that the Restricted Stock has not become         
unrestricted and marketable on or before July 1, 1997, GRC shall be entitled to 
a cash payment by the Company in the amount of $22,000 per month (the "Monthly  
Payment") or at the Company's election, deliver to GRC the equivalent of the    
sum of $22,000 in registered, unrestricted and marketable common stock of the   
Company, until the earlier of (a) the date GRC is in receipt of the Registered  
Stock or (b) November 1, 1997. The parties to the GRC Settlement Agreement      
agree that in lieu of collecting the Monthly Payment, GRC may, at its sole      
election, add any Monthly Payment(s) to the Default Judgment at twice the       
amount of each outstanding Monthly Payment. The Company acknowledges and agrees 
that if GRC is required to seek enforcement of the Default Judgment, any        
Monthly Payment(s) shall become a part of the Default Judgment as though such   
payment(s) were initially awarded to GRC. If liquidation of the Distributed     
Shares and the Restricted Shares (the "Liquidation Amount") results in a        
payment of less than the Monetary Award, the Company shall pay to GRC the       
difference between Monetary                                                     

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Award and the Liquidation Amount, in a form agreed to by GRC and the Company.   
If and when the GRC Settlement Agreement is completely satisfied by the         
Company, GRC shall relinquish and forgo its right to seek enforcement of the    
Default Judgment against the Company, including without limitation, enforcement 
of the Option Award and the Monetary Award.                                     

NATIONAL NETWORK MARKETING, INC., ET AL. VS. ADVANTAGE LIFE PRODUCTS, INC.      

In 1995, National Network Marketing, Inc. ("National Network Marketing") filed  
suit in the Superior Court of the State of California for the County of Orange  
against the Company asserting that the Company was in breach of contracts       
entered into between the Company and National Network Marketing and sought      
recovery of damages and costs. In December 1995, a stipulated settlement (the   
"Stipulation") was agreed to in the amount of $90,625 (the "Monetary Award").   
The Stipulation also provided for the issuance of 25,000 shares of unregistered 
common stock ("the Restricted Stock") of the Company, which shares were issued. 
The Stipulation further provided that the Company agreed to cause the           
Restricted Stock to be registered (the "Registered Stock") and become           
unrestricted and marketable on or before September 30, 1996. If liquidation of  
the Restricted Shares (the "Liquidation Amount") results in a payment of less   
than the Monetary Award, the Company shall pay to National Network Marketing    
the difference between Monetary Award and the Liquidation Amount, in a form     
agreed to by National Network Marketing and the Company. If the Company fails   
to meet any of the terms of the Stipulation, this matter shall be referred to   
binding arbitration under the supervision of the American Arbitration           
Association upon the election of either party following written notice of       
breach from National Network Marketing to the Company. The Company's management 
and the Plaintiff's attorney are currently in negotiations to settle this       
matter for restricted common stock of the Company.                              

FELDSOTT, LEE & FEINBERG, A LAW PARTNERSHIP VS. ADVANTAGE LIFE PRODUCTS, INC.   

In 1996, Feldsott, Lee & Feinberg ("Feldsott") filed suit in the Superior Court 
of the State of California for the County of Orange against the Company         
asserting that the Company was in breach of contract and sought recovery of     
damages and costs. In April 1997, a judgment by default was entered against the 
Company in the amount of $77,135 in principal and $13,241 in interest,          
attorney's fees and cost. The Company's management and the Plaintiff's attorney 
are currently in negotiations to settle this matter for restricted common stock 
of the Company.                                                                 

MORE DIRECT RESPONSE, INC. VS. ADVANTAGE LIFE PRODUCTS, INC.                    

On December 1, 1994, More Direct Response, Inc. ("More Direct") filed suit in   
the Superior Court of the State of California for the County of Orange against  
the Company alleging Breach of Contract, Breach of the Implied Covenant of Good 
Faith and Fair Dealing, Breach of Trust, Constructive Fraud, Fraud and          
Imposition and Enforcement of Constructive Trust and sought recovery of damages 
and costs. Prior to December 1994, the Company entered into a marketing         
agreement with Regal Best, Inc. related to the Company's product line,          
CigArrest. Regal Best, Inc. defaulted on the terms of said marketing agreement, 
which triggered a default on the CigArrest Plan and Gum Distribution Agreement  
entered into in January 1989 by and between More Direct and the Company (the    
"Distribution Agreement"). Based on the terms of the Distribution Agreement,    
both parties submitted to binding arbitration to settle the above mention       
allegations. On June 12, 1996, the arbitrator awarded More Direct damages in    
the amount of $458,625 plus interest at 10% per annum from September 27, 1993   
and administrative and arbitration fees. The Company's management expects       
settle this matter for a considerable discount.                                 

LAWSUITS INVOLVING ENVIRONMENTAL PROFESSIONALS                                  

There are various lawsuits against Environmental Professionals, however         
Environmental Professionals is an inactive, unconsolidated subsidiary of the    
Company, and in the opinion of the Company any claims that creditors have or    
may have against Environmental Professionals will not enure to the Company.     
Management is not aware of any liabilities of Environmental Professionals that  
may incur as a result of the violation of environmental laws.                   

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ITEM 2.  CHANGES IN SECURITIES.                                                 

None.                                                                           

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.                                       

None.                                                                           

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

None.                                                                           

ITEM 5.  OTHER INFORMATION.                                                     

Advantage Life intends to file an Information Statement with the Securities and 
Exchange Commission to (1) change the Company's name to Advantage Enterprises,  
Inc., (2) increase the number of shares of the Company's preferred stock from   
1,250,000 to 25,000,000, (3) increase the number of shares of the Company's     
common stock from 25,000,000 to 100,000,000.                                    

ITEM 6.  EXHIBITS, REPORTS ON FORM 8-K                                          

(A)      EXHIBITS                                                               

EXHIBIT #     DESCRIPTION OF DOCUMENT                                           

3.01       Agreement and Plan of Reorganization by and among Advantage    
      Life Products, Inc., Advantage Life Acquisition One, Inc.,
        Treasure Rockhound Ranches, Inc., Technology Holdings, Inc.,
             Channel America Broadcasting, Inc., Alan Lipstein, Gerald Norton,
              Vietri Investments and Roscom Limited, dated February 21, 1997.(a)

21         Subsidiaries of the Registrant                                 

27         Financial Data Schedule (for SEC use only)                     

(B)      REPORTS ON FORM 8-K                                                    

A report on Form 8-K was filed, reporting events occurring February 21, 1997    
reporting the acquisition of the assets of Treasure Rockhound on April 10,      
1997, and subsequently amended on Form 8-K/A on April 30, 1997.                 

------------------                                                              

        (a) Filed as an Exhibit to Report on Form 8-K dated February 21, 1997.

10-QSB Report for Period Ended June 30, 1997                     Page 13 of 14  

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused  
this 10-QSB report to be signed on its behalf by the undersigned thereunto duly 
authorized.                                                                     

                             ADVANTAGE LIFE PRODUCTS, INC.

                                      --------------------------------------
            (Registrant)

Date  September 10, 1997                s/Richard J. Diamond                    
    -------------------               --------------------------------------
                  Richard J. Diamond
                         Chairman, President & CEO

Date  September 10, 1997                s/Donald R. Mastropietro                
    -------------------               --------------------------------------
                      Donald R. Mastropietro
                               Vice President of Finance & CFO

10-QSB Report for Period Ended June 30, 1997                     Page 14 of 14

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10QSB Filing	Date	First	Last	Other Filings

	9/27/93	12
	12/1/94	12
	4/30/95	10
	4/30/96	6	10	10KSB
	5/1/96	10
	6/12/96	12
	6/24/96	6	7
	9/30/96	12
	11/15/96	11
	11/19/96	7
	1/15/97	11
	2/21/97	6	13	8-K, 8-K/A
	4/10/97	13
	4/25/97	6	8
	4/28/97	8
	4/30/97	11	13	8-K/A, NT 10-K
For The Period Ended	6/30/97	1	14
	7/1/97	11
	8/15/97	7
	8/31/97	1	7
	9/2/97	11
Filed On / Filed As Of	9/10/97	14
	11/1/97	11
	11/15/97	7
	12/31/97	10		10KSB
	2/22/98	7

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Advantage Life Products Inc/CO · 10QSB · For 6/30/97

Filed On 9/10/97 · SEC File 0-17414 · Accession Number 950144-97-9920

Quarterly Report -- Small Business · Form 10-QSBFiling Table of Contents

10QSB · Advantage Life Form 10QSBDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

10QSB · Advantage Life Form 10QSB
Document Table of Contents