Quarterly Report

UNITED STATES

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, 2007

 

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

For the transition period from              to             

COMMISSION FILE NUMBER: 0-30983

 


ADVANT-E CORPORATION

(Exact name of small business issuer as specified in its charter)

 


 

DELAWARE   88-0339012
(State or other jurisdiction
of incorporation or organization)
  (IRS Employer
Identification No.)

2680 Indian Ripple Rd.

Dayton, Ohio 45440

(Address of principal executive offices)

(937) 429-4288

(Issuer’s telephone number)

 


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  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of August 14, 2007 the issuer had 6,875,015 outstanding shares of Common Stock, $.001 Par Value.

Transitional Small Business Disclosure Format:    Yes  ¨    No  x

 



PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

ADVANT-E CORPORATION AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2007    2006    2007    2006

Revenue

   $ 1,481,150    1,333,758    2,897,473    2,595,927

Cost of revenue

     482,776    369,661    991,344    777,529
                     

Gross margin

     998,374    964,097    1,906,129    1,818,398

Marketing, general and administrative expenses

     641,471    614,066    1,354,949    1,209,921
                     

Operating income

     356,903    350,031    551,180    608,477

Other income, net

     32,587    15,414    55,255    32,389
                     

Income before taxes

     389,490    365,445    606,435    640,866

Income tax expense

     147,917    134,590    233,717    242,305
                     

Net income

   $ 241,573    230,855    372,718    398,561
                     

Basic earnings per share

   $ 0.04    0.03    0.06    0.06
                     

Diluted earnings per share

   $ 0.04    0.03    0.06    0.06
                     

Weighted average shares outstanding

     6,478,714    6,403,174    6,478,714    6,403,174
                     

Weighted average shares outstanding, assuming dilution

     6,478,714    6,434,196    6,478,714    6,428,439
                     

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

2


ADVANT-E CORPORATION AND SUBSIDIARY

CONSOLIDATED CONDENSED BALANCE SHEETS

 

    

June 30, 2007

   December 31, 2006
     (Unaudited)     

Assets

     

Current Assets:

     

Cash and cash equivalents

   $ 2,639,780    2,209,782

Short-term investments

     275,726    274,434

Accounts receivable, net

     432,193    477,639

Prepaid expenses and deposit

     32,758    28,339
           

Total current assets

     3,380,457    2,990,194

Software development costs, net

     235,130    247,621

Property and equipment, net

     379,428    386,697
           

Total assets

   $ 3,995,015    3,624,512
           

Liabilities and Shareholders’ Equity

     

Current liabilities:

     

Accounts payable

   $ 59,642    66,936

Accrued salaries and other expenses

     177,455    157,802

Income taxes payable

     110,066    109,642

Deferred income taxes

     50,039    53,119

Deferred revenue

     116,116    112,846
           

Total current liabilities

     513,318    500,345

Deferred income taxes

     150,596    165,784
           

Total liabilities

     663,914    666,129
           

Shareholders’ equity:

     

Common stock, $.001 par value; 20,000,000 shares authorized; 6,478,714 issued and outstanding

     6,478    6,478

Paid-in capital

     1,641,906    1,641,906

Retained earnings

     1,682,717    1,309,999
           

Total shareholders’ equity

     3,331,101    2,958,383
           

Total liabilities and shareholders’ equity

   $ 3,995,015    3,624,512
           

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

3


ADVANT-E CORPORATION AND SUBSIDIARY

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

 

     Six Months Ended
June 30,
 
     2007     2006  

Cash flows from operating activities:

    

Net income

   $ 372,718     398,561  

Adjustments to reconcile net income to net cash flows from operating activities:

    

Depreciation

     100,219     61,746  

Amortization of software development costs

     27,854     63,088  

Loss on disposal of assets

     —       24,221  

Deferred income taxes

     (18,268 )   63,678  

Purchases of trading securities

     (107,507 )   —    

Proceeds from sales of trading securities

     125,968     —    

Net unrealized gain on trading securities

     (6,376 )  

—  

 

Net realized gain on sale of securities

     (13,377 )   (9,005 )

Increase (decrease) in cash arising from changes in assets and liabilities:

    

Accounts receivable

     45,446     (81,003 )

Prepaid expenses

     (4,419 )   (15,217 )

Accounts payable

     (7,294 )   16,171  

Accrued salaries and other expenses

     19,653     52,461  

Income taxes payable

     424     (359,833 )

Deferred revenue

     3,270     17,962  
              

Net cash flows from operating activities

     538,311     232,830  
              

Cash flows from investing activities:

    

Purchases of available-for-sale securities

     —       (56,943 )

Proceeds from sale of available-for-sale securities

     —       59,242  

Purchases of property and equipment

     (92,950 )   (154,468 )

Software development costs

     (15,363 )   (137,049 )
              

Net cash flows from investing activities

     (108,313 )   (289,218 )
              

Net increase (decrease) in cash and cash equivalents

     429,998     (56,388 )

Cash and cash equivalents, beginning of period

     2,209,782     1,763,435  
              

Cash and cash equivalents, end of period

   $ 2,639,780     1,707,047  
              

Supplemental disclosures of cash flow items:

    

Income taxes paid

   $ 251,561     559,000  

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

4


ADVANT-E CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

June 30, 2007

Note 1: Basis of Presentation

The accompanying unaudited consolidated condensed financial statements include the accounts of Advant-e Corporation and its wholly-owned subsidiary Edict Systems, Inc. (the “Company”). Inter-company accounts and transactions are eliminated in consolidation.

The statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB. Accordingly, they do not include all of the information and notes to financial statements required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited consolidated condensed financial statements include all adjustments considered necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Results of operations for the six months ended June 30, 2007 are not necessarily indicative of the results to be expected for the full year ending December 31, 2007. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements, accounting policies, and financial notes thereto included in Advant-e Corporation’s 2006 Form 10-KSB filed with the Securities and Exchange Commission.

Note 2: Subsequent Event

On July 2, 2007, the Company acquired all the outstanding common shares of Merkur Group, Inc., a Delaware corporation owned principally by the brother of the Company’s CEO, in exchange for cash payments totaling $927,938 and the issuance of 396,301 unregistered shares of the Company’s common stock. Merkur Group, Inc. sells software and professional services to help organizations streamline the document-intensive aspects of procure-to-pay and order-to-cash business processes. Merkur solutions provide multi-channel document delivery, receipt, capture, archive, and workflow capabilities that are tightly integrated with Supply Chain Management (SCM), Customer Relationship Management (CRM), financial, and ERP (Enterprise Resource Planning) systems such as Oracle, PeopleSoft, SAP, Baan, legacy, and many other business applications.

Note 3: Software Development Costs

Software development costs at June 30, 2007 and the changes during the six months then ended are summarized as follows:

 

     Cost   

Accumulated

Amortization

   Net  

Balance, January 1, 2007

   $ 1,497,372    1,249,751    247,621  

Additions

     15,363    —      15,363  

Amortization

     —      27,854    (27,854 )
                  

Balance, June 30, 2007

   $ 1,512,735    1,277,605    235,130  
                  

The unamortized costs relate exclusively to internal use software and costs associated with web site development and related enhancements. The additions in the first six months of 2007 relate to costs capitalized in connection with the development of a new hosted value-added application.

The ongoing assessment of recoverability of capitalized software development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, anticipated future revenues, estimated economic lives and changes in software and hardware technologies. Impairment of asset value is considered whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

5


Note 4: Income taxes

Income tax expense consists of the following:

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2007     2006    2007     2006

Current expense

   $ 187,218     106,635    251,985     178,627

Deferred expense (benefit)

     (39,301 )   27,955    (18,268 )   63,678
                       

Total income tax expense

   $ 147,917     134,590    233,717     242,305
                       

The following is a reconciliation of income tax at the federal statutory rate of 34% to the income tax expense:

 

     Three Months Ended
June 30,
   Six Months Ended
June 30,
     2007    2006    2007    2006

Income taxes at federal statutory rate

   $ 132,427    124,251    206,188    217,894

State income taxes

     15,490    10,339    27,529    24,411
                     

Income tax expense

   $ 147,917    134,590    233,717    242,305
                     

Note 5: Earnings per share

The reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three months and the six months ended June 30, 2007 and 2006 follows:

 

    

Income

(Numerator)

  

Average Shares

(Denominator)

  

Per Share

Amount

Three months ended June 30, 2007

        

Earnings per share:

        

Net income available to shareholders

   $ 241,573    6,478,714    $ 0.04
                  

Three months ended June 30, 2006

        

Basic and diluted earnings per share:

        

Net income available to shareholders—basic

   $ 230,855    6,403,174    $ 0.03

Effect of potentially dilutive securities:

        

Outstanding warrants

     —      31,022      —  
                  

Net income available to shareholders—diluted

   $ 230,855    6,434,196    $ 0.03
                  

 

    

Income

(Numerator)

  

Average Shares

(Denominator)

  

Per Share

Amount

Six months ended June 30, 2007

        

Earnings per share:

        

Net income available to shareholders

   $ 372,718    6,478,714    $ 0.06
                  

Six months ended June 30, 2006

        

Basic and diluted earnings per share:

        

Net income available to shareholders—basic

   $ 398,561    6,403,174    $ 0.06

Effect of potentially dilutive securities:

        

Outstanding warrants

     —      25,265      —  
                  

Net income available to shareholders—diluted

   $ 398,561    6,428,439    $ 0.06
                  

At June 30, 2006 warrants for the purchase of 75,000 shares of the Company’s common stock at $1.205 per share were outstanding; those warrants were exercised in December 2006 in exchange for a cash payment of $90,375.

 

6


Note 6: Comprehensive income

The components of comprehensive income, net of tax, were as follows:

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2007    2006     2007    2006  

Net income

   $ 241,573    230,855     372,718    398,561  

Net unrealized gain on available-for-sale securities (net of taxes of $462 and $7,861)

     —      842     —      12,839  

Reclassification adjustment for net realized gains on sale of available-for-sale securities included in net income (net of taxes of $1,810 and $3,428)

     —      (2,954 )   —      (5,577 )
                        

Comprehensive income

   $ 241,573    228,743     372,718    405,823  
                        

In the fourth quarter of 2006 management determined that it was appropriate to reclassify the short-term investments from available-for-sale securities to trading securities due to the active and frequent buying and selling of the securities. As a result, unrealized gains and losses are recognized in net income for periods beginning after September 30, 2006.

Note 7: Recently Issued Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 is effective for the Company beginning in the first quarter of fiscal year 2008, although earlier adoption is permitted. The Company did not elect to adopt early the provisions of SFAS No. 159, and the Company does not believe the adoption in 2008 of this Standard will have a material impact on the financial statements.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS

Forward Looking Statements

This Form 10-QSB contains forward-looking statements, including statements regarding the expectations of future operations. For this purpose, any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within the Company’s control. These factors include, but are not limited to, economic conditions generally and in the industries in which the Company may participate, competition within the chosen industry, including competition from much larger competitors, technological advances, and the failure to successfully develop business relationships. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. This item should be read in conjunction with “Item 1. Financial Statements” and other items contained elsewhere in this report.

Products and Services

The Company, through its wholly-owned subsidiary Edict Systems, Inc., is a provider of business-to-business (“B2B”) electronic commerce (“e-commerce”) products and services, offering Electronic Data Interchange (“EDI”) based and proprietary solutions for businesses of all sizes. The Company develops, markets, and supports B2B e-commerce software products and provides Internet-based communication and data processing services that enable businesses to process transactions electronically.

The Company provides consultative services for its customers, generally small and medium sized suppliers of larger companies, where the Company interfaces between its customers and the buyers to facilitate the EDI connectivity required for document processing.

The following comprise the Company’s three principal business products/services:

 

 

Web EDI—Internet-based supply chain solution for the grocery, automotive, consumer packaged goods, and other industries

 

7


 

 

EnterpriseEC®—Internet-based Electronic Business Transaction Network Services

 

 

Value-Added Applications—Internet-based solutions that enhance the value of electronic commerce capabilities

On July 2, 2007, the Company acquired all the outstanding common shares of Merkur Group, Inc., a Company that sells software and professional services to help organizations streamline the document-intensive aspects of procure-to-pay and order-to-cash business processes. Merkur solutions provide multi-channel document delivery, receipt, capture, archive, and workflow capabilities that are tightly integrated with Supply Chain Management (SCM), Customer Relationship Management (CRM), financial, ERP (Enterprise Resource Planning) systems such as Oracle, PeopleSoft, SAP, Baan, legacy, and many other business applications.

Critical Accounting Policies and Estimates

Revenue Recognition

The Company recognizes revenues in accordance with the Securities Exchange Commission Staff Accounting Bulletin 101 (SAB 101), which requires the Company to recognize revenue when, in addition to other criteria, delivery has occurred or services have been rendered.

Revenues from Internet-based products and services (Web EDI and EnterpriseEC, etc) are comprised of four components—account activation and trading partner set-up fees, monthly subscription fees, usage based transactional fees and customer payments for the Company’s development of applications designed to meet specific customer specifications.

Revenues earned from account activation and trading partner set-up fees are recognized after the Company performs consultative work required in order to establish an electronic trading partnership between the customer and their desired trading partners. Trading partnerships, once established, require no ongoing effort on the part of the Company and customers are able to utilize the electronic trading partnerships either directly with their customers or via a service provider other than the Company.

Revenue from monthly subscription fees is recognized over the period to which the subscription applies.

Revenue from usage-based transaction fees is recognized in the period in which the transactions are processed.

Revenue from customer payments for the Company’s development of applications designed to meet specific customer specifications is recognized over the twelve-month to twenty-four-month contract period.

Software Development Costs

The Company accounts for the costs of computer software that it develops for internal use and costs associated with operation of its web sites in accordance with the American Institute of Certified Public Accountants Statement of Position (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” and Emerging Issues Task Force (“EITF”) No. 00-2 “Accounting for Web Site Development Costs”. Such capitalized costs represent solely the salaries and benefits of employees working on the graphics and content development stages, or adding functionality or features. In accordance with SOP 98-1 and EITF No. 00-2, overhead, general and administrative and training costs are not capitalized. The Company accounts for the costs of computer software that it sells, leases and markets as a separate product in accordance with Financial Accounting Standards Board Statement No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed”. Capitalized costs are amortized by the straight-line method over the remaining estimated economic lives of the software application, generally three years, and are reported at the lower of unamortized cost or net realizable value.

Recently Issued Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits companies to choose to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 is effective for the Company beginning in the first quarter of fiscal year 2008, although earlier adoption is permitted. The Company did not elect to adopt early the provisions of SFAS No. 159, and the Company does not believe the adoption in 2008 of this Standard will have a material impact on the financial statements.

 

8


Results of Operations

Executive Summary

 

 

Revenue in the second quarter of 2007 of $1,481,150 increased by $147,392, or 11%, over revenue in the second quarter of 2006 of $1,333,758, and increased by $64,827, or 5%, over revenue in the first quarter of 2007 of $1,416,323. Increases occurred in the Company’s major products, GroceryEC, AutomotiveEC, and EnterpriseEC.

 

 

Net income in the second quarter of 2007 of $241,753 increased by $10,718, or 5%, over net income in the second quarter of 2006 of $230,855, and increased by $110,428, or 84%, over net income in the first quarter of 2007 of $131,145.

 

 

For the six months ended June 30, 2007, revenue of $2,897,473 increase by $301,546, or 12%, over revenue in the first six months of 2006 of $2,595,927.

 

 

Net income for the first six months of 2007 of $372,718 decreased by $25,843, or 6%, compared to net income for the first six months of 2006 of $398,561.

Revenue

Revenue growth of 11% in the second quarter of 2007 and 12% in the first six months of 2007 compared to the same periods in 2006 are less than recent historical rates of increase that ranged from 19% to 29% when comparing each quarter in 2004 through 2006 to the comparable quarter of the prior year.

For the second quarter 2007 and the first six months of 2007 compared to the same periods in 2006:

 

 

Revenue from GroceryEC, which comprises approximately 70% of the Company’s revenue, increased by 11% in the second quarter and in the six month period;

 

 

Revenue from AutomotiveEC, which comprises approximately 8% of the Company’s revenue, increased by 24% in the second quarter and by 25% in the six month period;

 

 

Revenue from EnterpriseEC, the Company’s Electronic Trading Network service, which comprises approximately 14% of the Company’s revenue, increased by 19% in the second quarter and by 24% in the six months period;

 

 

Revenue from Hub and Spoke ramp related shipments of printers and related labeling software and testing and certification services decreased by $18,744, or 45%, in the second quarter and by $52,996, or 55%, in the six-month period.

The Company is channeling its sales and marketing efforts to increase the rate of revenue growth in the last half of 2007 with the objective of adding several new Hub Companies to the Company’s Hub and Spoke marketing program.

Gross margin

The Company’s gross margin, as a percent of revenue, was 67% in the second quarter of 2007 and 66% in the first six months of 2007, compared to 72% in the first quarter of 2006 and 70% in the first six months of 2006. Cost of revenue increased by $113,115 in the second quarter and by $213, 815 in the first six months of 2007. Gross margin in 2007, when compared to 2006, declined primarily due to:

 

 

Lower than expected revenue growth that was insufficient to cover increased costs;

 

 

Increased spending of $59,302 in the second quarter and $160,140 in the first six months of 2007 compared to the corresponding periods in 2006 for salaries and benefits, including health insurance and the Company’s 401-k contribution, and for technical and support personnel;

 

 

Reduction in capitalized software development costs of $54,387 in the second quarter and $77,414 in the first six months of 2007 compared to the corresponding periods in 2006.

Depreciation expense related to continuing infrastructure improvements increased by $18,610 in the second quarter and by $32,648 in the first six months of 2007, but these amounts were approximately offset by reduced software amortization of $20,939 in the second quarter and $35,233 in the first six months of 2007 compared to the corresponding periods in 2006.

Marketing, general and administrative expenses

Marketing, general and administrative expenses increased by $27,405, or 4%, in the second quarter of 2007 compared to the first quarter of 2006, and by $145,028, or 12%, in the first six months of 2007 compared to the first six months of 2006. Marketing, general and administrative expenses, when compared to 2006, increased primarily due to:

 

 

Personnel costs related to an increase in the number of sales and marketing personnel and for sales and marketing programs in the amounts of $6,630 in the second quarter and $94,550 in the first six months of 2007;

 

9


 

 

Increased salaries for key administrative employees and increased professional fees totaling $46,293 during the six months ended June 30, 2007.

Despite lower than expected revenue growth, marketing, general and administrative expenses as a percentage of revenue remained constant or improved, amounting to 43% in the second quarter of 2007 compared to 46% in the second quarter of 2006, and 47% in the first six months of both 2007 and 2006, as a result of the company’s expense reduction program that was put into effect late in the first quarter of 2007.

Capitalized Development Costs

The following table sets forth the cost and accumulated amortization of the products comprising the Software Development Costs asset at June 30, 2007:

 

Product

   Cost   

Accumulated

Amortization

   Net

Web EDI and enhancements

   $ 796,721    796,721    —  

Web EDI, new version

     229,990    9,583    220,407

Hosted value-added applications

     15,363    640    14,723

EnterpriseEC

     470,661    470,661    —  
                

Total

   $ 1,512,735    1,277,605    235,130
                

The Company has essentially completed the capitalization of software development costs for its new version of Web EDI, and has started to phase in the conversion of existing Web EDI customers to the new version.

Liquidity and Capital Resources

In the first six months of 2007, net cash flows from operating activities amounted to $538,311 compared to $232,830 in the first six months of 2006. This increase was related primarily to the payment of Federal income taxes, in accordance with IRS regulations, in the first six months of 2006 for the 2005 tax year, and improved accounts receivable collections in 2007.

On July 2, 2007, subsequent to the close of the current reporting period, the Company acquired all the outstanding common shares of Merkur Group, Inc., in exchange for cash payments totaling $927,938 and the issuance of 396,301 unregistered shares of the Company’s common stock.

 

ITEM 3. Controls and Procedures

Attached as exhibits to the Form 10-QSB are certifications of the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the Exchange Act). These “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

The CEO and the CFO have conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Form 10-QSB. Disclosure controls and procedures are designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.

Based upon the controls evaluation, our CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including the Company’s chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure; and that the Company’s disclosure controls and procedures were effective during the period covered by the Company’s report on Form 10-QSB for the quarterly period ended June 30, 2007.

 

10


During the period covered by this report, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

 

ITEM 2. Unregistered Sales of Equity Securities

The following is a description of securities that the Company sold within the past three years without registering the securities under the Securities Act.

On July 2, 2007 the Company pursuant to the terms of a Stock Purchase Agreement between the Company and the shareholders of Merkur Group, Inc., (“Merkur”) a privately-owned Delaware Corporation based in West Chester, Ohio, acquired all the outstanding shares of stock of Merkur, comprised of 330 shares of Class A voting common stock owned by Rob D. Wadzinski, the brother of the Company’s CEO Jason K. Wadzinski, and 300 shares of Class B non-voting common stock owned by three unrelated shareholders in exchange for cash payments totaling $927,938, of which $650,000 was paid to Rob D. Wadzinski, and the issuance of 396,301 unregistered shares of the Company’s common stock, of which 333,800 shares were issued to Rob D. Wadzinski, the owner of the Class A voting common stock of Merkur, and 62,500 shares were issued to the owners of the Class B non-voting common stock of Merkur.

This offering was made to a limited group of investors pursuant to Rule 506 and Section 4(2) of the Securities Act. No fees were paid to an underwriter.

 

ITEM 6. Exhibits

 

Exhibit

Number

 

Description

  Method of Filing  
  2   Plan of purchase of Merkur Group, Inc. on July 2, 2007   Previously filed  (E)
  3(i)   Amended Certificate of Incorporation   Previously filed  (A)
  3(ii)   By-laws   Previously filed  (B)
  4   Instruments defining the rights of security holders including indentures   Previously filed  (C)
  4.1   Amendment to warrant certificated dated August 9, 2005   Previously filed  (D)
31.1   Rule 13a-14(a)/15d-14(a) Certification   Filed herewith  
31.2   Rule 13a-14(a)/15d-14(a) Certification   Filed herewith  
32.1   Section 1350 Certification   Filed herewith  
32.2   Section 1350 Certification   Filed herewith  

(A) Filed with Amendment No. 2 to Form 10-SB filed as of October 13, 2000
(B) Filed with Amendment No. 1 to Form 10-SB filed as of July 17, 2000
(C) Filed with Form 10-SB filed as of July 1, 2000.
(D) Filed with Form 10-QSB for the quarterly period ended September 30, 2005 as of November 14, 2005.
(E) Filed with Form 8-K on July 2, 2007.

 

11


Signatures

In accordance with the requirements 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.

 

    Advant-e Corporation
              (Registrant)

August 14, 2007

    By:  

/s/ Jason K. Wadzinski

      Jason K. Wadzinski
      Chief Executive Officer
      Chairman of the Board of Directors

August 14, 2007

    By:  

/s/ James E. Lesch

      James E. Lesch
      Chief Financial Officer
      Principal Accounting Officer
      Member of the Board of Directors

 

12