UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 0-21811
Torque Engineering Corporation
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(Name of small business issuer in its charter)
Delaware 83-0317306
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2932 Thorne Drive, Elkhart, Indiana 46514
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(Address of principal executive offices, including ZIP Code)
Issuer's telephone number: (219) 264-2628
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 [ ]
No [X]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year ended December
31, 1999 were $91,300.
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The aggregate market value of the 2,546,272 shares of the issuer's
outstanding common stock held by non-affiliates of the issuer was $3,819,408 as
of May 15, 2000, based on the closing bid price of $1.50 per share as reported
on the OTC Bulletin Board on that date.
The issuer had 7,832,940 shares of its common stock issued and
outstanding as of May 15, 2000, the latest practicable date before the filing of
this report.
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The sole purpose of this amendment is to file exhibits not previously
filed with the Registrant's annual report on Form 10-KSB filed with the
Securities and Exchange Commission on May 25, 2000.
1
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Item 13. Exhibits and Reports on Form 8-K.
(a) The following exhibits are furnished as part of this report:
Exhibit No. Description
2.1 Form of Agreement and Plan of Merger by and among Quintessence Oil
Company and Torque Engineering Corporation (Filed as Exhibit A to the
Registrant's Definitive Proxy Statement filed with the Securities and
Exchange Commission on September 24, 1999).
2.2 Plan and Agreement of Reorganization dated May 21, 1999 between IPSL,
Inc. and Quintessence Oil Company (Filed with the Registrant's annual
report on Form 10-KSB filed with the Securities and Exchange Commission
on May 25, 2000).
2.3 Bill of Sale between IPSL and Torque Engineering Corporation, an
Indiana corporation, dated as of April 29, 1999.*
2.4 Stock Purchase Agreement between Quintessence Oil Company and certain
investors dated March 26, 1999 (Filed as Exhibit 2.1 to the
Registrant's Current Report on Form 8-K filed on April 19, 1999
3.1 Articles of Incorporation of Quintessence Oil Company (filed on
December 3, 1996 as exhibit 3.1 to the Registrant's Registration
Statement on Form 10 (File No. 0-21811) and incorporated herein by
reference).
3.2 Certificate of Incorporation of Torque Engineering Corporation.(Filed
as Exhibit B to the Registrant's Definitive Proxy Statement filed with
the Securities and Exchange Commission on September 24, 1999).
3.3 Bylaws of Quintessence Oil Company (filed on December 3, 1996 as
Exhibit 3.2 to the Registrant's Registration Statement on Form 10 (File
No. 0-21811) and incorporated herein by reference).
3.4 Bylaws of Torque Engineering Corporation as amended (Filed as Exhibit C
to the Registrant's Definitive Proxy Statement filed with the
Securities and Exchange Commission on September 24, 1999).
10.1 Lease Rental Agreement between Quintessence and CNC Associates dated
October 6, 1999, Lease No. 99870001.*
10.2 Lease Rental Agreement between Quintessence and CNC Associates dated
October 6, 1999, Lease No. 99870002*
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10.3 Lease Rental Agreement between Quintessence and CNC Associates dated
October 6, 1999, Lease No. 99870003.*
10.4 Lease Rental Agreement between Quintessence and CNC Associates dated
October 6, 1999, Lease No. 99870004.*
10.5 Real Estate Lease for Torque Engineering by and between Richard W.
Strefling Industries, Inc. and Quintessence Oil Company dates April 29,
1999 (Filed with the Registrant's annual report on Form 10-KSB filed
with the Securities and Exchange Commission on May 25, 2000).
10.6 Torque Engineering Corporation 1999 Stock Option Plan (Filed as Exhibit
E to the Registrant's Definitive Proxy Statement filed with the
Securities and Exchange Commission on September 24, 1999).
27.1 Financial Data Schedule (Filed with the Registrant's annual report on
Form 10-KSB filed with the Securities and Exchange Commission on May
25, 2000).
99.1 IPSL, Inc. (A Development Stage Company) Financial Statements as of May
28, 1999 (Filed with the Registrant's annual report on Form 10-KSB
filed with the Securities and Exchange Commission on May 25, 2000).
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* Filed herewith
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TORQUE ENGINEERING CORPORATION
Date: August 3, 2000 By:/s/ Raymond B. Wedel, Jr.
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Raymond B. Wedel, Jr., President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated and on August 3, 2000.
/s/ Raymond B. Wedel, Jr.
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Raymond B. Wedel, Jr.
President, Chief Operating Officer,
and a Director
/s/ Donald A. Christensen
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Donald A. Christensen
Director
/s/ Richard D.Wedel
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Richard D. Wedel
Chairman, Chief Executive officer
and Director
/s/ I. Paul Arcuri
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I. Paul Arcuri
Vice President and Chief Financial
Officer
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Clement Lange
Director
