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EX-32.1 - ADVANCED MEDICAL INSTITUTE INC.v176165_ex32-1.htm
EX-31.2 - ADVANCED MEDICAL INSTITUTE INC.v176165_ex31-2.htm
EX-31.1 - ADVANCED MEDICAL INSTITUTE INC.v176165_ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
 

 
FORM 10-Q
 
T
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2009
 
or
 
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                            to
 
Commission File Number: 000-29531

ADVANCED MEDICAL INSTITUTE INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada
 
88-0409144
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer Identification No.)

Level 4, Terrace Tower, 80 William Street
Sydney, NSW  2011
Australia
(Address of Principal Executive Offices) (Zip Code)
 
 
(61) 2 9640 5253
 
 
(Registrant’s Telephone Number, Including Area Code)
 
 
 
       
 
 
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 
  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 T     No   o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every, Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  T No   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer, ” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated Filer  o
Accelerated Filer  o
Non-Accelerated Filer  o
Smaller Reporting Company  T
   
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes o No T

There were 53,507,450 shares of the Registrant’s Common Stock issued and outstanding on February 24, 2010.


TABLE OF CONTENTS

       
Page  
         
Part I.
 
Financial Information
 
3
         
   
Item 1. Financial Statements (Unaudited)
 
3
         
   
Unaudited Consolidated Balance Sheets as at December 31, 2009 and June 30, 2009
 
3
         
   
Unaudited Consolidated  Statements of Operations for the Three and Six Month Periods Ended December 31, 2009 and 2008
 
4
         
   
Unaudited Consolidated  Statements of Cash Flows for the  Six Month Periods Ended December 31, 2009 and 2008
 
5
         
   
Notes to Unaudited Consolidated Financial Statements
 
7
         
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
18
         
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
23
         
   
Item 4T. Controls and Procedures
 
24
         
Part II.
 
Other Information
 
24
         
   
Item 1. Legal Proceedings
 
24
         
   
Item 1A. Risk Factors
 
24
         
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
24
         
   
Item 3. Defaults Upon Senior Securities
 
24
         
   
Item 4. Submission of Matters to a Vote of Security Holders
 
24
         
   
Item 5. Other Information
 
24
         
   
Item 6. Exhibits
 
24
     
SIGNATURES
 
25
 
2

 
 
 
ADVANCED MEDICAL INSTITUTE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
                                                                                                                                                                    
   
As at
 
   
December 31,
2009
   
June 30,
 2009
 
ASSETS
           
CURRENT ASSETS
           
Cash & cash equivalents
 
$
218,420
   
$
295,245
 
Receivables, net
   
22,728,548
     
24,021,361
 
Receivables due from related parties
   
348,699
     
428,525
 
Inventory
   
937,433
     
911,405
 
Other assets
   
1,147,977
     
1,014,424
 
TOTAL CURRENT ASSETS
   
25,381,077
     
26,670,960
 
                 
NON-CURRENT ASSETS
               
Security deposits
   
198,159
     
181,584
 
Property and equipment, net
   
1,709,898
     
1,630,979
 
Assets related to discontinued operations
   
296,553
     
289,977
 
Deferred tax assets
   
281,665
     
678,270
 
Intangible assets, net
   
19,651,924
     
18,327,078
 
TOTAL NON-CURRENT ASSETS
   
22,138,199
     
21,107,888
 
                 
TOTAL ASSETS
 
$
47,519,276
   
$
47,778,848
 
                 
               
CURRENT LIABILITIES
               
Unearned revenue
 
$
7,146,073
   
$
8,003,468
 
Accounts payable & accrued expenses
   
17,420,644
     
15,852,436
 
Payables due to related parties
   
106,596
     
278,737
 
Interest bearing liabilities – current
   
714,853
     
1,083,908
 
Liabilities related to discontinued operations
   
4,532
     
   4,100
 
TOTAL CURRENT LIABILITIES
   
25,392,698
     
25,222,649
 
                 
NON-CURRENT LIABILITIES
               
Interest bearing liabilities - non-current
   
630,969
     
642,453
 
Payable due to related parties
   
5,360,693
     
3,803,131
 
TOTAL NON-CURRENT LIABILITIES
   
5,991,662
     
4,445,584
 
                 
TOTAL LIABILITIES
   
31,384,360
     
29,668,233
 
                 
               
                 
STOCKHOLDERS’ EQUITY
               
Common stock, par value $0.001 per share,   90,000,000 shares authorized, 53,507,450 issued and outstanding as at December 31, 2009 and June 30, 2009
   
53,507
     
53,507
 
Additional paid in capital
   
24,149,420
     
24,149,420
 
Other comprehensive  loss
   
2,408,921
     
953,945
 
Accumulated deficit
   
(10,476,932
)
   
(7,046,257
TOTAL STOCKHOLDERS’ EQUITY
   
16,134,916
     
18,110,615
 
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
47,519,276
   
$
47,778,848
 
 
 The accompanying notes are an integral part of these unaudited financial statements.
 
3

ITEM 1.   FINANCIAL STATEMENTS (CONTINUED)
 
ADVANCED MEDICAL INSTITUTE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
Three Months Ended
December 31,
   
Six Months Ended
December 31,
 
   
2009
   
2008
   
2009
   
2008
 
                         
NET REVENUE
  $ 6,363,028     $ 13,210,997     $ 20,870,739     $ 29,155,445  
                                 
COST OF REVENUE
    ( 2,392,886 )     (2,789,937 )     (5,684,117 )     (6,381,137 )
                                 
GROSS PROFIT
    3,970,142       10,421,060       15,186,622       22,774,308  
                                 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    (8,025,415 )     (9,800,763 )     (17,800,390 )     (21,554,028 )
                                 
OPERATING INCOME/(LOSS)
    (4,055,273 )     620,297       (2,613,768 )     1,220,280  
                                 
OTHER INCOME AND (EXPENSE)
                               
Bank interest
    2,262       8,119       3,998       42,729  
Other income (expense)
    26       (2,105 )     26       18,541  
Interest expense
    (172,497 )     (58,335 )     (326,519 )     (130,080 )
                                 
TOTAL OTHER EXPENSES
    (170,209 )     (52,321 )     (322,495 )     (68,810 )
                                 
INCOME/(LOSS) FROM CONTINUED OPERATIONS
    (4,225,482 )     567,976       (2,936,263 )     1,151,470  
                                 
DISCONTINUED OPERATIONS
                               
Gain on disposal of subsidiary (including income from discontinued operation)
    -       119,677       -       119,677  
Loss from discontinued operations
    (12,043 )     (138,280 )     (35,377 )     (233,281 )
 Total loss from discontinued operations
    (12,043 )     (18,603 )     (35,377 )     (113,604 )
                                 
INCOME/(LOSS) BEFORE INCOME TAXES
    (4,237,525 )     549,373       (2,971,640 )     1,037,866  
                                 
INCOME TAX EXPENSE
    (9,702 )     (162,440 )     (459,035 )     (536,287 )
                                 
NET INCOME (LOSS)
    (4,247,227 )     386,933       (3,430,675 )     501,579  
                                 
Other Comprehensive item - Foreign currency translation income (loss)
    275,700       (4,660,654 )     1,454,976       (9,515,476 )
                                 
Net Comprehensive Income (loss)
  $ (3,971,527 )   $ (4,273,721 )   $ (1,975,699 )   $ (9,013,897 )
                                 
Earnings per common share, basic & diluted
  $ (0.08 )   $ 0.01     $ (0.06 )   $ 0.01  
                                 
Weighted average number of shares, basic & diluted
    53,507,450       53,507,450       53,507,450       53,507,450  
 
The accompanying notes are an integral part of these unaudited financial statements.
 
4

 
 
ADVANCED MEDICAL INSTITUTE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

   
Six Months Ended
December 31,
 
   
2009
   
2008
 
             
Cash Flows from Operating Activities
           
             
Receipts from Customers
  $ 15,562,761     $ 21,177,500  
Interest Received
    3,998       42,729  
Payment to Suppliers & Employees
    (15,486,520 )     (21,613,500 )
Interest Paid
    (92,871 )     (130,080 )
Income Tax Paid
    -       (101,400 )
Net cash used in operating activities of continued operations
    (12,632 )     (624,751 )
Net cash provided by (used in) discontinued operations
    8,376       (110,643 )
Net cash used in operating activities
    (4,256 )     (735,394 )
                 
Cash Flows from Investing Activities
               
                 
Loans to related entities
    -       (1,264,699 )
Proceeds from Sale of Investment
    -       250,368  
Purchase of  Property, Plant & Equipment
    (12,707 )     (285,638 )
Purchase of  Intangible Assets
    (24,948 )     (34,635 )
                 
Net cash used in investing activities
    (37,655 )     (1,334,604 )
                 
Cash Flows From Financing Activities
               
Proceeds from Borrowings
    913,920       3,529,040  
Repayment of Borrowings
    (555,463 )     (2,234,369 )
                 
Net cash provided by financing activities
    358,457       1,294,671  
                 
Net increase (decrease) in cash and cash equivalents
    316,546       (775,327 )
Effect of exchange rate on cash
    (393,371 )     (1,017,334 )
Cash and cash equivalents at beginning of period
    295,245       3,127,029  
                 
Cash and cash equivalents at end of period
  $ 218,420     $ 1,334,368  

The accompanying notes are an integral part of these unaudited financial statements.

5

 
ITEM 1.   FINANCIAL STATEMENTS (CONTINUED)
 
ADVANCED MEDICAL INSTITUTE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(CONTINUED)

   
Six Months Ended
 December 31,
 
   
2009
   
2008
 
             
Reconciliation of Cash & Cash Equivalents
           
             
Cash & cash equivalents at the end of financial period as shown in the Statement of Cash Flows is reconciled to the related items in the Consolidated Balance Sheets as follows:
           
             
Cash & Cash Equivalents
  $ 218,420     $ 1,334,368  
                 
Reconciliation of Cash Flow from Operations with Profit from Ordinary Activities after Income Tax
               
Net Income
  $ (3,430,675 )   $ 501,579  
                 
Non-Cash Flows in Profit from Ordinary Activities
               
Depreciation and amortization
    804,790       798,927  
Provision for doubtful accounts
    7,445,091       3,170,063  
Gain on disposal of investments
    -       (119,677 )
                 
Changes in Assets and Liabilities
               
(Increase) Decrease in inventories
    72,087       (502,992 )
Increase in receivables
    (3,514,651 )     (8,611,531 )
(Decrease) Increase in unearned revenue
    (1,691,398 )     600,883  
(Decrease) Increase in payables
    (230,069 )     3,161,964  
Increase in provisions for compensated absences
    69,894       143,842  
Increase in deferred tax liabilities
    459,035       855,058  
Increase in security deposit
    3,264       (70,096 )
Decrease in income tax payable
    -       (552,771 )
                 
Net cash used in operating activities of continued operations
    (12,632 )     (624,751 )
Net cash provided by (used in) operating activities of discontinued operations
    8,376       (110,643 )
Net cash used in operating activities
  $ (4,256 )   $ (735,394 )
                 
Supplemental Cash Flow Disclosures:
               
Interest paid
  $ 92,871     $ 130,080  
                 
Income tax paid
  $ -     $ 233,604  
                 
Non-Cash Investing/Financing Activities:
               
Assets acquired under capital leases
  $ -     $ 114,656  

The accompanying notes are an integral part of these unaudited financial statements.

6

 
ADVANCED MEDICAL INSTITUTE INC.
AND SUBSIDIARIES
 
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009

1.
NATURE OF BUSINESS

Nature of Business
 
We were originally incorporated under the name of Hawksdale Financial Visions, Inc. on December 6, 1996 under the laws of the State of Nevada. We were involved in the business of timeshares, but became dormant on March 31, 1997 and, until January 28, 2005, we were a “blank check” company with nominal assets. On October 15, 2004, we changed our name to “Advanced Medical Institute, Inc.” On March 21, 2005, we completed a Share Exchange Agreement with Advanced Medical Institute Pty Limited, a privately owned Australian company (“AMI Australia”), whereby AMI Australia became our wholly-owned subsidiary. On November 17, 2005, we entered into a Share Exchange Agreement with PE Patent Holdco Pty Limited, a privately owned Australian company (“PE Patent Holdco”), whereby PE Patent Holdco became our wholly-owned subsidiary. On September 8, 2006, we entered into a Share Exchange Agreement with Worldwide PE Patent Holdco Pty Limited (ACN 117 157 727), a privately owned Australian company (“Worldwide PE”), whereby Worldwide PE became our wholly-owned subsidiary.
 
Business Overview
 
AMI is a service provider company that arranges for patients with sexual dysfunction and prostate problems in Australia, New Zealand and the United Kingdom to be provided with medical services, pharmaceuticals and associated clinical support services.
 
For our fiscal year ended June 30, 2009, AMI’s revenues were approximately $53.4 million.

2.
BASIS OF PRESENTATION
 
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of AMI’s financial position and the results of operations for the interim periods presented. Notes to the unaudited consolidated financial statements that would substantially duplicate the disclosures contained in AMI’s audited consolidated financial statements for its most recent fiscal year have been omitted.
 
7

 
3.
RECENT PRONOUNCEMENTS
In June 2009, the FASB issued SFAS No.167, Consolidation of Variable Interest Entities , which changes the consolidation rules as they relate to variable interest entities. Specifically, the new standard makes significant changes to the model for determining who should consolidate a variable interest entity, and also addresses how often this assessment should be performed. This standard will be effective for us on July 1, 2010. We do not expect the adoption will have a material impact on our consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends Accounting Standards Codification ( “ ASC ” ) Topic 820, Measuring Liabilities at Fair Value , which provides additional guidance on the measurement of liabilities at fair value. Specifically, when a quoted price in an active market for the identical liability is not available, the new standard requires that the fair value of a liability be measured using one or more of the valuation techniques that should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. In addition, an entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. This standard became effective for us on October 1, 2009.

In October 2009, the FASB issued ASU 2009-13, which amends ASC Topic 605, Revenue Recognition, to require companies to allocate revenue in multiple-element arrangements based on an element’s estimated selling price if vendor-specific or other third-party evidence of value is not available. ASU 2009-13 is effective beginning July 1, 2010. Earlier application is permitted. The Company is currently evaluating both the timing and the impact of the pending adoption of the ASU on its consolidated financial statements.

In October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue Arrangements”, now codified under FASB ASC Topic 605, “Revenue Recognition”, (“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. Management is currently evaluating the potential impact of ASU2009-13 on our financial statements.
 
 In October, 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”, now codified under FASB ASC Topic 470 “Debt”, (“ASU 2009-15”), and provides guidance for accounting and reporting for own-share lending arrangements issued in contemplation of a convertible debt issuance. At the date of issuance, a share-lending arrangement entered into on an entity’s own shares should be measured at fair value in accordance with Topic 820 and recognized as an issuance cost, with an offset to additional paid-in capital. Loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs. The amendments also require several disclosures including a description and the terms of the arrangement and the reason for entering into the arrangement. The effective dates of the amendments are dependent upon the date the share-lending arrangement was entered into and include retrospective application for arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Management is currently evaluating the potential impact of ASU 2009-15 on our financial statements.
 
In December, 2009, under FASB ASC Topic 860, “Transfers and Servicing.” New authoritative accounting guidance under ASC Topic 860, “Transfers and Servicing,” amends prior accounting guidance to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. The new authoritative accounting guidance eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. The new authoritative accounting guidance also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The new authoritative accounting guidance under ASC Topic 860 will be effective January 1, 2010 and is not expected to have a significant impact on the Company’s financial statements.
 
8

 
4.
INTANGIBLE ASSETS
      
The Company applies the criteria specified in SFAS No. 141 (ASC 805), “Business Combinations” to determine whether an intangible asset should be recognized separately from goodwill. Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Per SFAS 142 (ASC 350), intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS No. 144 (ASC 360), “Accounting for the Impairment or Disposal of Long-lived Assets.” Intangible assets, such as purchased technology, trademark, customer list, user base and non-compete agreements, arising from the acquisitions of subsidiaries and variable interest entities are recognized and measured at fair value upon acquisition. Intangible assets are amortized over their estimated useful lives from one to ten years. The Company reviews the amortization methods and estimated useful lives of intangible assets at least annually or when events or changes in circumstances indicate that it might be impaired. The recoverability of an intangible asset to be held and used is evaluated by comparing the carrying amount of the intangible asset to its future net undiscounted cash flows. If the intangible asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the intangible asset exceeds the fair value of the intangible asset, calculated using a discounted future cash flow analysis. The Company uses estimates and judgments in its impairment tests, and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different.
 
Goodwill, trademarks and other intangible assets determined to have indefinite useful lives are not amortized.  We test such trademarks and other intangible assets with indefinite useful lives for impairment annually, or more frequently if events or circumstances indicate that an asset might be impaired.  Goodwill, trademarks, patents and other intangible assets determined to have definite lives are amortized over their estimated useful lives or the life of the trademark, patent and other intangible asset, whichever is less.

Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units), to which the intangible asset relates. When the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised.

9

At December 31, 2009 and June 30, 2009, intangibles were as follows:
 
Intangibles
   
Gross Carrying
Amount
   
Accumulated
Amortization
   
Impairment
  Loss
   
Net Carrying
Amount
December 31,
2009
   
Net Carrying
Amount
June 30, 2009
 
                                 
Amortized intangibles:
                               
Australian Patents
   
$
5,897,631
   
$
(1,300,369
)
 
$
-
   
$
4,597,262
   
$
4,284,773
 
                                           
Worldwide Patents
     
4,465,496
     
(801,847
)
   
(1,529,300
)
   
2,134,349
     
2,011,523
 
                                           
Intellectual Property
     
18,068,593
     
(3,143,153
)
   
(5,505,488
)
   
9,419,952
     
8,865,082
 
                                           
Computer Software
     
552,826
     
(389,180
)
   
-
     
163,646
     
158,883
 
                                           
Unamortized intangibles:
                                         
Intellectual Property
     
3,336,715
     
-
     
-
     
3,336,715
     
3,006,817
 
                                           
     
$
32,321,261
   
$
(5,634,549
)
 
$
(7,034,788
)
 
$
19,651,924
   
$
18,327,078
 

The Company assigned an 18-year life to the patents that are held by Worldwide PE Patent and a 19-year life to the patents that are held by PE Patent Holdco.

The exchange rate used at June 30, 2009 was A$1.00 = US$0.8048, and the rate used at December 31, 2009 was A$1.00 = US$0.8931. The strengthening Australian dollar against the U.S. dollar from June 30 to December 31, 2009 caused the net book value of intangible assets to increase, notwithstanding the addition to accumulated amortization.
 
For intellectual property, the Company assigned an 18 year life to the intellectual property that arose from Worldwide PE Patent, a 19 year life to the intellectual property that arose from PE Patent Holdco, and indefinite life to the intellectual property that arose from IMT.
 
Computer software was assigned a 3-year life.
 
Amortization expense from continuing operations for the three months ended December 31, 2009 and 2008 were $664,753 and $714,611, respectively. The Company expects the amortization expenses for the next five fiscal years to be as follows:
 
Fiscal Year Ending June 30,
 
Annual Amount
 
       
2011
 
$
1,330,000
 
2012
 
$
1,330,000
 
2013
 
$
1,330,000
 
2014
 
$
1,330,000
 
2015
 
$
1,330,000
 
 
5.
OTHER ASSETS
 
Following is the summary of other current assets as of December 31, 2009 and June 30, 2009.

   
December 31
   
June 30
 
Bank guarantees  
 
$
224,235
   
$
206,863
 
Advances and prepayments
   
8,988
     
42,640
 
Other receivables
   
10,137
     
9,134
 
Other debtors
   
904,617
     
755,787
 
                 
Total
 
$
1,147,977
   
$
1,014,424
 
 
10

6.
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment comprised of the following as of December 31, 2009 and June 30, 2009:

   
December 31
   
June 30
 
             
Leasehold improvements
 
$
649,009
   
$
590,908
 
Less: Accumulated depreciation
   
105,088
     
62,258
 
     
543,921
     
528,650
 
                 
Motor Vehicles
   
83,489
     
75,235
 
Less: Accumulated Depreciation
   
47,045
     
38,966
 
     
36,444
     
36,269
 
                 
Office Furniture & Equipment
   
1,399,153
     
1,217,911
 
Less: Accumulated Depreciation
   
400,160
     
289,911
 
     
998,993
     
928,000
 
                 
Computer Hardware
   
461,667
     
413,800
 
Less: Accumulated Depreciation
   
371,246
     
315,635
 
     
90,421
     
98,165
 
                 
Low Value Pooled Fixed Assets
   
196,700
     
173,057
 
Less: Accumulated Depreciation
   
156,581
     
133,162
 
     
40,119
     
39,895
 
                 
Total Property, Plant and Equipment, net
 
$
1,709,898
   
$
1,630,979
 

Included in property, plant and equipment are assets of approximately $543,555 and $489,814, as of December 31, 2009 and June 30, 2009, that are leased under non-cancellable leases and accounted for as capital leases, which expire through October 2013. The accumulated depreciation included in the property and equipment for these leases is approximately $146,255 and $102,469 as of December 31, 2009 and June 30, 2009, respectively.

7.
INTEREST BEARING LIABILITIES

Interest bearing liabilities comprised of the following as of December 31, 2009 and June 30, 2009:

   
December 31
   
June 30
 
Current, as of the period ended
           
Capitalized lease liability
 
$
191,796
   
$
165,533
 
Secured loan (1)
   
523,057
     
918,375
 
   
$
714,853
   
$
1,083,908
 
                 
Non-current, as of the period ended
               
Capitalized lease liability
 
$
137,888
   
$
212,720
 
Secured loan (1)
   
493,081
     
429,733
 
Total non-current
 
$
630,969
   
$
642,453
 
 
(1) The Company borrowed A$2.4 million from St George Bank Limited in December 2008 comprising a A$1.9 million term facility and a A$500,000 overdraft facility. The loan is secured by a first ranking security interest in all of AMI Australia’s assets and undertakings (including its existing equity interests in PE Patent Holdco Pty Limited, Intelligent Medical Technologies Pty Limited and Advanced Medical Institute (NZ) Limited). The term facility is a commercial bill acceptance/discount facility whereby the Company regularly discounts bills with the bank at the prevailing interest rate plus a margin of 1.65%. The average all-up cost of this facility during the six months ended December 31, 2009 was 5.26%. On each rollover date the interest rate is reset.  The loan is due for repayment in December 2011, however the Company is required to make principal repayments of A$50,000 per month during each month of the term.  As at December 31, 2009, the total outstanding under the facility was A$1,640,994.

The interest bearing liabilities require monthly payments of principal and interest at a per annum interest rate ranging from 5.26% to 14.17%. Interest expense on the interest bearing liabilities amounted to $326,519 and $130,080 for the six month periods ended December 31, 2009 and 2008, respectively.

11

 
8.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of December 31, 2009 and June 30, 2009 are summarized as follows:
 
   
December 31
   
June 30
 
             
Bank overdraft
 
$
570,696
   
$
481,319
 
Accounts payable
   
9,005,760
     
8,642,972
 
Accrued salaries
   
617,342
     
480,436
 
Accrued professional fees
   
42,422
     
60,360
 
Other current liabilities
   
1,342,674
     
1,087,589
 
Accrued DDR medication cost
   
1,479,867
     
1,259,512
 
Accrued DDR sales commission
   
1,570,070
     
1,377,818
 
Accrued DDR collection fee
   
1,570,070
     
1,377,818
 
Provision for patient refund
   
80,379
     
120,720
 
Accrued compensated absences 
   
1,141,364
     
963,892
 
 Total
 
$
17,420,644
   
$
15,852,436
 

9.
LEGAL PROCEEDINGS

As of December 31, 2009, there was no litigation pending or threatened by or against the Company or any of its direct or indirect subsidiaries other than AMI Australia. AMI Australia currently is involved in the following litigation and administrative matters:
 
On October 25, 2006, Bade Medical Institute Pty Limited, Mr. David Wade, Mr. Buddy Beani and others (collectively “Bade”) applied for Trade Mark No. 114322021 in respect of the words “AMI Nasal Spray.” AMI Australia lodged an objection to the registration of that application with IP Australia on June 21, 2007 and that application was subsequently refused.  On December 13, 2007, AMI Australia commenced proceedings in the Federal Court of Australia Sydney Registry against Bade alleging Bade was infringing upon AMI Australia’s trademarks and other intellectual property rights. On December 19, 2007, Bade consented to orders that Bade transfer ownership of certain domain names and telephone numbers to AMI Australia and consented to orders that Bade would not use certain names which contained the word AMI.  Bade appears to have ceased operation since the orders were obtained and has transferred the required names to AMI Australia. AMI subsequently applied for final orders and damages against Bade and final hearing of this matter concluded on September 2, 2009.  On December 4, 2009 the court found in favor of AMI Australia. The court allowed AMI Australia’s application, held that Bade contravened sections 52 an 53 of the Trade Practices Act and passing off, held that AMI Australia was entitled to a remedy of $220,000 from Bade, awarded costs in favor of AMI Australia and held that Mr and Mrs Wade were liable to pay interest to AMI Australia on the amount awarded to AMI Australia. Mr & Mrs Wade appealed this decision on January 27, 2010 and Dr Beani appealed this decision on January 29, 2010. The core claim in the appeal is that Mr Wade was medically unfit to give evidence in the matter and this fundamentally affected their defence.

On June 12, 2009, AMI Australia obtained an interlocutory injunction from the Supreme Court of New South Wales preventing Fairfax Media Publications Limited (“Fairfax”) from publishing information which AMI Australia alleges was disclosed to Fairfax in breach of a duty of confidence owed to AMI Australia.  Final hearing of this matter commenced on October 26, 2009 but was unable to be concluded by October 28, 2009, the final scheduled date for the hearing of the matter. The court has ordered AMI Australia to lodge written submissions by March 10, 2009, with final oral submissions to be heard on March 19, 2009. AMI Australia’s interlocutory injunction has been extended until that date.
 
10.
LEASE COMMITMENTS
 
The Company is party to long-term, non-cancellable operating leases for its administrative offices and clinic locations. The future aggregate minimum annual lease payments arising from these leases are as follows:
 
   
December 31
 
         
Due during the period ended,
       
         
   
536,361
 
2012
   
454,078
 
2013
   
360,621
 
2014
   
310,544
 
2015
   
302,357
 
2016
   
302,357
 
         
   
$
2,266,318
 
 
12

Rent paid for the six month periods ended December 31, 2009 and 2008 were $698,405 and $582,435, respectively.

11.
DISCONTINUED OPERATION

AMI Japan Kabushiki Gaisya

AMI Japan Kabushiki Gaisya (“AMI Japan”) was an indirect 75% owned subsidiary of the Company. AMI Japan had formed an alliance with a Japanese party with expertise in marketing in the Japanese market and two financial investors. AMI Japan commenced operations on October 1, 2006.

On or about February 4, 2008, the operation of AMI Japan was wound down and discontinued due to unsatisfactory operating results.

Loss from the discontinued operation of AMI Japan during the period ended December 31, 2009 was $24,615.

The capital contributed to AMI Japan of $211,311 has been classified as assets pending sale on the accompanying consolidated balance sheet as of December 31, 2009.

Following is the summary of net assets held as of December 31 and June 30, 2009:
 
   
December 31
   
June 30
 
Assets
           
Cash and cash equivalents
 
$
742
   
$
1,704
 
Other current assets
   
90,644
     
84,005
 
Property, Plant & Equipment, net
   
123,439
     
126,552
 
Intangible assets
   
994
     
3,837
 
Total Assets
   
215,819
     
216,098
 
Liabilities
               
Accounts payable and accrued expense
   
4,508
     
4,078
 
             
     
 
Total Liabilities
   
4,508
     
4,078
 
             
    
 
Net Assets Held for disposal
 
$
211,311
   
$
212,020
 
 
The components of loss from operations related to the entity held for disposal for the periods ended December 31, 2009 and 2008 are shown below.

   
December 31,
2009
   
December 31,
2008
 
Net sales
 
$
65,278
   
$
38,034
 
                 
Operating expenses
               
Selling, general and administrative
   
89,893
     
173,409
 
Total operating expenses
   
89,893
     
173,409
 
                 
Loss from operations
   
(24,615
)
   
(135,375
)
                 
Non-operating income (expenses)
               
Other income
   
-
     
17,516
 
Interest income
   
-
     
35
 
                 
Net Loss before income tax
   
(24,615
)
   
(117,824
                 
Provision for income tax
   
-
     
-
 
             
    
 
Net loss from entity held for disposal
 
$
(24,615
)
 
$
(117,824
 
13

 
AMI China

AMI China was a fully owned subsidiary of the Company.

During the second half of the last financial year, the operation of AMI China was wound down and discontinued due to unsatisfactory operating results.

Loss from the discontinued operation of AMI China during the period ended December 31, 2009 was US$10,762.

The capital contributed to AMI Japan of US$80,712 has been classified as assets pending sale on the accompanying consolidated balance sheet as of December 31, 2009.

Following is the summary of net assets held as of December 31 and June 30, 2009:

   
 
December 31
   
June 30
 
Assets
           
Cash and cash equivalents  
 
$
13,511
   
$
13,121
 
Other current assets  
   
45,365
     
39,532
 
Property, Plant & Equipment, net  
   
21,858
     
21,226
 
Total Assets  
   
80,734
     
73,879
 
Liabilities
               
Accounts payable and accrued expense  
   
24
     
22
 
             
  
 
Total Liabilities  
   
24
     
22
 
   
           
  
 
Net Assets Held for disposal  
 
$
80,710
   
$
73,857
 
 

 The components of loss from operations related to the entity held for disposal for the periods ended December 31, 2009 and 2008 are shown below.

   
2009
   
2008
 
Net sales
 
$
-
   
$
5,148
 
                 
Operating expenses
               
Selling, general and administrative
   
10,762
     
(120,606
)
Total operating expenses
   
10,762
     
(120,606
)
                 
Net loss before income tax
   
(10,762
   
(115,458
)
                 
Provision for Income tax
   
-
     
-
 
                 
Net loss from entity held for disposal
 
$
(10,762
)
 
$
(115,458
)
 
14


12.
RELATED PARTY TRANSACTIONS

   
December 31,
2009
   
June 30,
2009
 
             
Related party transactions comprised of the following:
           
             
Prostate Health Clinic Pty. Ltd. (an AU co.)
               
Relationship: Under common management control by Jack Vaisman
               
Receivable from this related party
   
1,908
     
1,719
 
                 
Loan to affiliate in Indonesia
   
346,791
     
426,806
 
                 
Receivable due from related parties - current
 
$
348,699
   
$
428,525
 
                 
Peter Riley
               
Relationship: Director of AMI UK
               
Payable to this related party
   
70,872
     
73,513
 
                 
Jacov Vaisman
               
Relationship: Director of AMI Inc.
               
Payable to this related party
   
-
     
173,032
 
                 
Tony Khan
               
Relationship: Executive Vice President of AMI Inc.
               
Payable to this related party
   
35,724
     
32,192
 
                 
                 
Payable due to related parties - current
 
$
106,596
   
$
278,737
 
                 
Secare Health Centre Pty Limited
               
Relationship: Under common management control by Jack Vaisman
               
Payable to this related party – non current
 
$
5,360,693
   
$
3,803,131
 

Total receivables due from related parties included in the Company’s balance sheets were $348,699 and $428,525, as of December 31, 2009 and June 30, 2009, respectively.
 
Total payables due to related parties included in the Company’s balance sheets were $5,467,289 as of December 31, 2009 and $4,081,868 as of June 30, 2009.

Receivables from related parties are unsecured, interest-free, and due on demand.

15

Payables to related parties are as follows:

The Company borrowed A$1.0 million from Secare Health Centre Pty Limited (“Secare”) in November 2008.  Secare is controlled by the Company’s chief executive officer and founder, Jack Vaisman. The Company subsequently borrowed a further A$4,631,489 from Secare. The loan is secured by a second ranking security interest in all of AMI Australia’s assets and undertakings (including its existing equity interests in PE Patent Holdco Pty Limited, Intelligent Medical Technologies Pty Limited and Advanced Medical Institute (NZ) Limited). The loan bears interest at a rate of 10% per annum.  No repayment of this loan has been made as at December 31, 2009.  The loan is due for repayment in December 2011.

13.
INCOME TAXES

Total income tax expense for the six months ended December 31, 2009 and 2008 amounted to $459,035 and $536,287, respectively. For the six month period ended December 31, 2009 and 2008 there is a difference of 1% between the Australian federal statutory tax rate and the effective tax rate. This difference is due to the domicile of operating profits and losses  as well as the impact of timing and past operating profits (losses) on these matters.

December 31, 2009
 
U.S.
   
State
   
International
   
Total
 
Current
 
$
-
   
$
-
   
$
255,932
   
$
255,932
 
Deferred
 
$
-
   
$
-
   
$
203,103
   
$
203,103
 
Total
 
$
-
   
$
-
   
$
459,035
   
$
459,035
 

December 31, 2008
 
U.S.
   
State
   
International
   
Total
 
Current
 
$
-
   
$
-
   
$
423,816
   
$
423,816
 
Deferred
 
$
-
   
$
-
   
$
112,471
   
$
112,471
 
Total
 
$
-
   
$
-
   
$
536,287
   
$
536,287
 

Reconciliation of the differences between the statutory U.S. Federal income tax rate and the effective rate is as follows:
   
December 31,
 
   
2009
   
2008
 
             
Federal statutory tax rate
   
34
%
   
34
%
Decrease in rate resulting from:
               
Non-US income taxed at different rates
   
(1
)%
   
(1
)%
     
33
%
   
33
%
Temporary Difference
   
21
%
   
5
%
Effective Tax Rate
   
54
%
   
38
%
 
Deferred tax liability arises due to the following temporary differences:
   
December 31,
2009
   
Future tax
rate %
   
Deferred tax
liability
   
June 30, 2009
   
Future tax
rate %
   
Deferred tax
liability
 
Owing by patients via ACFC
  $ (35,268,470 )     30 %   $ (10,580,541 )   $ (28,861,821 )     30 %   $ (8,658,546 )
Provision DDR cancellation
    19,708,930       30 %     5,912,679       16,788,933       30 %     5,036,680  
Provision un-dispensed DDR medications
    1,479,867       30 %     443,960       1,259,512       30 %     377,854  
Accrued ACFC collection and commission
    3,140,140       30 %     942,042       2,755,635       30 %     826,691  
Provision for patient refund
    80,380       30 %     24,114       120,720       30 %     36,216  
Unutilized tax losses
    7,038,387       30 %     2,111,516       5,663,851       30 %     1,699,155  
Amortization of patents
    (2,631,617 )     30 %     (789,485 )     (2,083,987 )     30 %     (625,196 )
Impairment loss
    6,303,340       30 %     1,891,002       5,680,134       30 %     1,704,040  
Other miscellaneous
    1,087,927       30 %     326,378       937,806       30 %     281,354  
Total
  $ 938,884       30 %   $ 281,665     $ 2,260,783       30 %   $ 678,248  

16

OTHER COMPREHENSIVE INCOME (LOSS)

Balances of related after-tax components comprising accumulated other comprehensive income (loss), included in stockholders’ equity, at December 31, 2009 and June 30, 2009 are as follows:

   
Accumulated
Other
Comprehensive
Income
 
Balance at June 30, 2008
 
$
6,972,500
 
Change for year ended June 30, 2009
   
(6,018,555
Balance at June 30, 2009
   
953,945
 
Change for six months ended December 31, 2009
   
1,454,976
 
Balance at December 31, 2009
 
$
2,408,921
 

The change for the six months ended December 31, 2009 is primarily attributable to the appreciation in the Australian dollar against the US dollar from the closing rate of A$:US$ 1:0.80480 as at June 30, 2009 to A$:US$ 1:0.89310 as at December 31, 2009.
 
17


The following discussion should be read in conjunction with the Company's financial statements and the notes to those financial statements appearing elsewhere in this quarterly report on Form 10-Q as well as  the Company’s annual report on Form 10-K for the year ended June 30, 2009.

Preliminary Note Regarding Forward-Looking Statements
 
The statements contained in this quarterly report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about the our expectations, beliefs, intentions or strategies for the future and may be indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “believes,”  and similar words or phrases. The forward-looking statements are based on the Company’s current expectations and are subject to certain risks, uncertainties and assumptions that could cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements.  All forward-looking statements included in this document are based on information available to us on the date of this quarterly report and we assume no obligation to update any forward-looking statements.
 
Overview
 
We were originally incorporated under the name of Hawksdale Financial Visions, Inc. on December 6, 1996 under the laws of the State of Nevada. We were involved in the business of timeshares, but became dormant on March 31, 1997, and until January 28, 2005, we were a “blank check” company with nominal assets. On October 15, 2004, we changed our name to “Advanced Medical Institute Inc.” On March 21, 2005, we completed a Share Exchange Agreement with Advanced Medical Institute Pty Limited, a privately owned Australian company (“AMI Australia”), whereby AMI Australia became our wholly-owned subsidiary. On November 17, 2005, we entered into a Share Exchange Agreement with PE Patent Holdco Pty Limited, a privately owned Australian company (“PE Patent Holdco”), whereby PE Patent Holdco became our wholly-owned subsidiary. On September 8, 2006, we entered into a Share Exchange Agreement with Worldwide PE Patent Holdco Pty Limited (ACN 117 157 727), a privately owned Australian company (“Worldwide PE”), whereby Worldwide PE became our wholly-owned subsidiary.
 
Business Overview
 
AMI is a service provider company that arranges for patients with sexual dysfunction and prostate problems in Australia, New Zealand and the United Kingdom to be provided with medical services, pharmaceuticals and associated clinical support services.  Principal treatments are for premature ejaculation ("PE") and erectile dysfunction ("ED").
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to accounts receivable reserves, provisions for impairment losses of affiliated companies and other intangible assets, income taxes and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The following critical accounting policies have been used in the preparation of our consolidated financial statements:

Revenue Recognition.    Sales are recorded as unearned revenue when the sales contracts are executed and the term of the contract exceeds three months. Up to three months medication is delivered to the patient upon the signing of a contract. Generally the terms of the sales contracts are up to one year, but they can be for longer periods of time. The unearned revenue arising from the contracts that exceed three months is then amortized, on a straight-line basis, into income during the approximated composite remaining medication delivery period. This approximated composite is an estimate that may vary from period to period.

Allowance for Doubtful Accounts.  We evaluate the collectibility of our trade receivables based on a combination of factors. We regularly analyze our significant customer accounts and, when we become aware of a specific customer’s inability to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer’s ability to pay for our services, we record a specific reserve for bad debt to reduce the related receivable to the amount we reasonably believe is collectible. The allowances are calculated based on detailed review of certain individual customer accounts, historical rates and an estimation of the overall economic conditions affecting our customer base.

18

 
Long-lived Assets.   Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144 (ASC 360), “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144 (ASC 360). SFAS 144 (ASC 360) requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.
 
The following table sets forth, for the periods indicated, certain operating information expressed as a percentage of revenue:
 
Results of operations:
 
   
Three Months ended
December 31,
   
Six Months ended
December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Revenue
   
100
%
   
100
%
   
100
%
   
100
%
Cost of revenue
   
37.6
%
   
21.1
%
   
27.2
%
   
21.9
%
Gross profit
   
62.4
%
   
78.9
%
   
72.8
%
   
78.1
%
Selling, general and administrative expenses
   
126.1
%
   
74.2
%
   
85.3
%
   
73.9
%
Other income and expenses
   
(2.7
)%
   
0.5
%
   
(1.5
)%
   
0.2
%
Discontinued operation
   
(0.2
)%
   
(1.0
)%
   
(0.2
)%
   
(0.8
)%
Income before income tax
   
(66.6
)%
   
4.2
%
   
(14.2
)%
   
3.6
%
Income tax expenses
   
0.1
%
   
1.3
%
   
2.2
%
   
1.9
%
Net income
   
(66.7
)%
   
2.9
%
   
(16.4
)%
   
1.7
%
 
19

 
LIQUIDITY AND CAPITAL RESOURCES
 

Our primary sources of liquidity are cash and cash flows from operations. Our aggregate cash balances as at December 31, 2009 were $218,420 and our net receivables were approximately $22.7 million. Our receivables are due on average within 90-180 days. Our accounts payable have increased from $15.8 million at June 30, 2009 to $17.4 million at December 31, 2009.

Net cash used in operating activities was $(4,256) in the six months ended December 31, 2009, compared to $(735,394) in the six months ended December 31, 2008, representing a decrease of $721,138 or  98%.  The decrease in net cash used in operating activities was commensurate with the decrease in fewer patients purchasing our programs as a result of difficult economic conditions and a reduction in the advertising and promotion of our programs in Australia during the six months ended December 31, 2009.

Net cash used in investing activities was $(937,655) for the six months ended December 31, 2009, compared to $(1,334,604) for the six months ended December 31, 2008. This increase results primarily from a reduction on funding invested into our UK operation.

Net cash provided by financing activities was $358,457 for the six months ended December 31, 2009, compared to $1,294,671 for the six months ended December 31, 2008. This decrease is attributable to the reduction in new loans obtained during the six months ended December 31, 2009.  We obtained a term facility of A$1.9 during the six months ended December 31, 2008.

We forecast that we will be able to generate sufficient funds from our business in order to fund our operations in the ordinary course during the next 12 months. However, there is some uncertainty associated with this forecast.  This forecast is based on the positive cash flow from operating activities over the past six months. If our actual results over the next six months are materially worse than the forecast, then it is possible that we would need to raise funds through borrowings or capital raisings. In such event, there could be no assurance as to whether we could obtain any such financing or, if successful, what the terms might be.
 
In the event that we were to expand our business, we would need to raise debt or equity in order to finance any expansion.  However, there can be no assurance that we could obtain sufficient funds from operations or from additional financing. Our access to additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to our industry, our credit capacity, as well as the possibility that lenders could develop a negative perception of our long- or short-term financial prospects. If a combination of these factors were to occur, our internal sources of liquidity may prove to be insufficient, and in such case, we may not be able to successfully obtain additional financing on favorable terms. This could restrict our ability to: (1) acquire new businesses or enter new markets, (2) service our existing debt, (3) make necessary capital investments, and (4) make other expenditures necessary for the ongoing conduct of our business.

We borrowed A$3 million from ANZ Nominees Limited in its capacity as custodian of the Professional Pensions PST in September 2006.  The outstanding balance of this loan was fully repaid in December 2008 using funds from the St George facility discussed below.

We borrowed A$2.4 million from St George Bank Limited in December 2008 comprising a A$1.9 million term facility and a A$500,000 overdraft facility. The loan is secured by a first ranking security interest in all of AMI Australia’s assets and undertakings (including its existing equity interests in PE Patent Holdco Pty Limited, Intelligent Medical Technologies Pty Limited and Advanced Medical Institute (NZ) Limited). The term facility is a commercial bill acceptance/discount facility whereby the Company regularly discounts bills with the bank at the prevailing interest rate plus a margin of 1.65%. The average all-up cost of this facility during the period was 5.26%. On each rollover the interest rate is reset.    The loan is due for repayment in December 2011, however the Company is required to make principal repayments of A$50,000 per month during each month of the term.  As at December 31, 2009, the total outstanding under the facility was A$1,640,994.
 
We borrowed A$1 million from Secare Health Centre Pty Limited (“Secare”) in December 2008.  Secare is controlled by our chief executive officer and founder, Jack Vaisman and the Company has subsequently borrowed a further A$4,631,489 from Secare. The loan is secured by a second ranking security interest in all of AMI Australia’s assets and undertakings (including its existing equity interests in PE Patent Holdco Pty Limited, Intelligent Medical Technologies Pty Limited and Advanced Medical Institute (NZ) Limited). The loan bears interest at 10% per annum.   The loan is due for repayment in December 2011.
 
The loans referred to above were provided to repay the ANZ facility, to fund expansion into the United Kingdom and to meet operational expenses.

20

RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 2009 COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2008

Revenue. Revenue was $20,870,739 in the six months ended December 31, 2009, compared to $29,155,445 in the six months ended December 31, 2008, representing a decrease of $8,284,706, or  28%.  This decrease in revenue was primarily due to  an increase in the  provision for doubtful accounts from $3,170,063 to $7,445,091 for the six months ended December 31, 2009 that mostly related to  our UK operations. 
Our unearned revenue as at December 31, 2009 was $7,146,073 compared to $8,003,468 as at June 30, 2009. The gross decrease in unearned revenue from the six months ended December 31, 2008 to the six months ended December 31, 2009 was $857,395, or a decrease of 10.7%. The decrease in unearned revenue at December 31, 2009 is primarily attributed to fewer patients seeking new treatments  during the quarter ended December 31, 2009.
 
Revenue in our PE treatments has decreased by $4,209,424 or 26.8% to $11,513,709, and revenue in our ED treatments decreased by $3,351,738 or 26.8% to $9,165,652, in the six months ended December 31, 2009, compared to the six months ended December 31, 2008. We attribute the decrease in revenue in our PE and ED treatments to the decrease in the number of patients and the significant provision for doubtful debt on our UK operation. Revenue in our prostate treatments has decreased by $545,345 or 71.2%, to $220,345, in the six months ended December 31, 2009, compared to the six months ended December 31, 2008. We attribute the decrease in revenue in our prostate treatments to decreases in the number of patients.
 
Revenue in our Australian operations was $20,372,971 in the six months ended December 31, 2009, compared to $25,142,030 in the six months ended December 31, 2008. Compared to the same period in the previous year, there is a decrease of $4,769,059, or 18.9%, in the six months ended December 31, 2009. The decrease in the six-month period ended December 31, 2009 is primarily attributable to the decrease in the number of patients purchasing our programs which is due to difficult economic condition and a reduction in the advertising and promotion of our programs in Australia during the relevant period.
 
Cost of Revenue. Cost of revenue was $5,684,117 in the six months ended December 31, 2009, compared to $6,381,137 in the six months ended December 31, 2008. The decrease in cost of revenue was attributable to a decrease in the medication cost incurred by AMI Australia. As a percentage of revenue, cost of revenue was 27.2% in the six months ended December 31, 2009, compared to 21.9% in the six months ended December 31, 2008.  We attribute this increase primarily to the decrease in revenue during the relevant period being more than the decrease in related staff costs such as salaries of doctors, sales consultants and customer services.
 
Gross Profit. Gross profit was $15,186,622 in the six months ended December 31, 2009, compared to $22,774,308 in the 2008 comparable period. As a percentage of revenue, gross profit decreased to 72.8% in the quarter ended December 31, 2009 from 78.1% in the 2008 quarter. We attribute this decrease primarily to the increase in the percentage of cost of revenue to revenue during the relevant period.
  
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $17,800,390 in the six months ended December 31, 2009, compared to $21,554,028 in the six months ended December 31, 2008, representing a decrease of $3.7 million or 17%. This decrease was primarily due to less advertising. As a percentage of revenue, selling, general and administrative expenses increased to 85.3% in the six months ended December 31, 2009 from 73.9% in the six months ended December 31, 2008. We attribute this increase primarily to the decrease in revenue during the six months ended December 31, 2009being more than the decrease in selling, general and administrative expenses.
 
Other Income and (Expenses). Other income and expenses was net expenses of $322,495 in the six months ended December 31, 2009, compared to other net income of $50,867 in the six months ended December 31, 2008. As a percentage of revenue, other income and expenses was (1.5%) in the six months ended December 31, 2009 and 0.2% in the six months ended December 31, 2008.  The 1.7% decrease in the other income and expenses in six months ended December 31, 2009 is primarily attributable to the increase in interest expenses that resulted from additional borrowings and higher interest rates on our Australian dollar borrowings. 
 
21

 
Net Income Before Income Tax and Income Tax Expenses. Net income before income tax was ($2,971,640) in the six months ended December 31, 2009, compared to $1,037,866 in the six months ended December 31, 2008. The decrease is primarily attributable losses generated in our UK operations in the six months ended December 31, 2009.
 
Income tax expenses were $459,035 in the six months ended December 31, 2009 compared to $536,287 in the six months ended December 31, 2008. As a percentage of revenue, income tax expense increased to 2.9% in the six months ended December 31, 2009 from 1.9% in the six months ended December 31, 2008. The increase is primarily attributable to the decrease in revenue in the six months ended December 31, 2009.
 
Net Income. Net income was ($3,430,675) in the six months ended December 31, 2009, compared to $501,579 in the six months ended December 31, 2008. The decrease in net income is primarily attributable to losses generated in our UK operations for the six months ended December 31, 2009.
 
Net income in our Australian operations was $1,050,550 in the six months ended December 31, 2009, compared to $1,237,646 in the six months ended December 31, 2008. The decrease is primarily attributable to the decrease in revenue in AMI Australia in the six months ended December 31, 2009.

THREE MONTHS ENDED DECEMBER 31, 2009 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2008

Revenue. Revenue was $6,363,028 in the three months ended December 31, 2009, compared to $13,210,997 in the three months ended December 31, 2008, a decrease of $6,847,969, or  52%.   We attribute this decrease primarily to the decrease in the number of patients purchasing our programs which is due to difficult economic conditions and a reduction in the advertising and promotion of our programs in Australia during the relevant period and the significant provision for doubtful debt on our UK operation.
 
Our unearned revenue as at December 31, 2009 was $7,146,073 compared to $8,003,468 as at June 30, 2009. The gross decrease in unearned revenue from the three months ended December 31, 2008 to the three months ended December 31, 2009 was $857,395, or a decrease of 10.7%. The decrease in unearned revenue in the three-month period is primarily attributed to fewer new patients during the quarter ended December 31, 2009.
 
Revenue in our PE treatments has decreased by $4,700,957 or 77.8% to $1,343,510, and revenue in our ED treatments decreased by $1,963,126 or 28.7% to $4,888,236, in the three months ended December 31, 2009, compared to the three months ended December 31, 2008. We attribute the decrease in revenue in our PE and ED treatments to the decrease in the number of patients and the significant provision for doubtful debt on our UK operation. Revenue in our prostate treatments has decreased by $409,302 or 77.8%, to $116,885, in the three months ended December 31, 2009, compared to the three months ended December 31, 2008. We attribute the decrease in revenue in our prostate treatments to decreases in the number of patients.
 
Revenue in our Australian operations was $8,697,719 in the three months ended December 31, 2009, compared to $9,734,524 in the three months ended December 31, 2008. Compared to the same period in the previous year, there is a decrease of $1,036,805, or 10.6%, in the three months ended December 31, 2009. The decrease in the three-month period ended December 31, 2009 is primarily attributable to the decrease in the number of patients purchasing our programs which is due to difficult economic condition and a reduction in the advertising and promotion of our programs in Australia during the relevant period.
 
Cost of Revenue. Cost of revenue was $2,392,886 in the three months ended December 31, 2009, compared to $2,789,937 in the three months ended December 31, 2008. The decrease in cost of revenue was attributable to a decrease in the medication cost incurred by AMI Australia. As a percentage of revenue, cost of revenue was 37.6% in the three months ended December 31, 2009, compared to 21.1% in the three months ended December 31, 2008.  We attribute this increase primarily to the decrease in revenue during the relevant period being more than the decrease in related staff costs such as salaries of doctors, sales consultants and customer services.
 
Gross Profit. Gross profit was $3,970,142 in the three months ended December 31, 2009, compared to $10,421,060 in the 2008 comparable period. As a percentage of revenue, gross profit decreased to 62.4% in the quarter ended December 31, 2009 from 78.9% in the 2008 quarter. We attribute this decrease primarily to the increase in the percentage of cost of revenue to revenue during the relevant period.
  
Selling, General and Administrative Expenses. Selling, general and administrative expenses were $8,025,415 in the three months ended December 31, 2009, compared to $9,800,763 in the three months ended December 31, 2008. As a percentage of revenue, selling, general and administrative expenses increased to 126.1% in the three months ended December 31, 2009 from 74.2% in the three months ended December 31, 2008. The increase in the three months ended December 31, 2009 is primarily attributable to the decrease in revenue during the relevant period.
 
Other Income and (Expenses). Other income and expenses was a net expense of ($170,209 in the three months ended December 31, 2009, compared to other net income of $67,356 in the three months ended December 31, 2008. As a percentage of revenue, other income and expenses was (2.7%) in the three months ended December 31, 2009 and 0.5% in the three months ended December 31, 2008.  The 3.2% decrease in the other income and expenses in 2009 is primarily attributable to the increase in interest expenses that resulted from additional borrowings and higher interest rates on our Australian dollar borrowings. 
Net Income Before Income Tax and Income Tax Expenses. Net income before income tax was ($4,237,525) in the three months ended December 31, 2009, compared to $549,373 in the three months ended December 31, 2008. The decrease is primarily attributable to losses generated in our UK operations in the three months ended December 31, 2009.
 
Income tax expenses were $9,702 in the three months ended December 31, 2009 compared to $162,440 in the three months ended December 31, 2008. As a percentage of revenue, income tax expense decreased to 0.1% in the three months ended December 31, 2009 from 1.3% in the three months ended December 31, 2008. The decrease is primarily attributable the decrease in revenue in the three months ended December 31, 2009.
 
Net Income . Net income was ($4,247,227) in the three months ended December 31, 2009, compared to $386,933 in the three months ended December 31, 2008. The decrease is primarily attributable to losses generated in our UK operations in the three months ended December 31, 2009.
 
Net income in our Australian operations was $20,079 in the three months ended December 31, 2009, compared to $361,461 in the three months ended December 31, 2008. The decrease is primarily attributable the decrease in revenue in the three months ended December 31, 2009.
 
OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide this information.

23

 
ITEM 4T.   CONTROLS AND PROCEDURES  

(a)  Evaluation of Disclosure Controls and Procedures  
 
Our management, with the participation of our principal executive officer and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d) – 15(e) under the  Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective in recording processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in reports we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding disclosure.
 
(b)  Changes in internal controls over financial reporting.
 
During the second quarter of 2009, in connection with our evaluation of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, we concluded that there were no changes in our internal control procedures that materially affected, or are reasonably likely to materially affect, our internal control our financial reporting.

PART II - OTHER INFORMATION  
  
Item 1.   Legal Proceedings.    
 
Please see Note 8 to our financial statements above.
 
Item 1A.   Risk Factors
 
As a “smaller reporting company”, we are not required to provide this information.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.    
 
Not applicable for this quarterly report.

Item 3.   Defaults upon Senior Securities.    
 
Not applicable for this quarterly report.

Item 4.   Submission of Matters to a Vote of Security Holders.    
 
Not applicable for this quarterly report.

Item 5.   Other Information.    
 
Not applicable for this quarterly report.

Item 6.   Exhibits.    

The following exhibits are filed as part of this report:
Exhibit Number
 
Description
     
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification of the Chief Financial Officer pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.
     
32
 
Certification of Chief Executive Officer and the Chief Financial Officer pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.
 
24

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
ADVANCED MEDICAL INSTITUTE INC.
 
     
       
Date: March 3, 2010
By:
/s/  Jacov (Jack) Vaisman
 
   
Jacov (Jack) Vaisman
 
   
Chief Executive Officer
 
       
 
 
By:
/s/  Dilip Shrestha
 
   
Dilip Shrestna
 
   
Chief Financial Officer
 
       
 
25

Exhibit Index

Exhibit Number
 
Description
     
31.1
 
Certification of Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification of Chief Executive Officer and the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.

26