SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-22855
AMERICAN SOIL TECHNOLOGIES, INC.
(Name of small business issuer as specified in its charter)
Nevada 86-0671974
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
215 N. Marengo, Suite 110
Pasadena, California 91101
(Address of principal executive offices) (Zip code)
(619) 521-8547
(Issuer's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
(None)
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
Check whether Registrant (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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not 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
the Form 10-KSB. [X]
Registrant's revenues for its fiscal year ended June 30, 2000, were $1,961,325.
As of August 24, 2000, Registrant had 8,791,358 shares of its $.001 par value
Common Stock issued and outstanding with an aggregate market value of the common
stock held by non-affiliates of $13,637,969. This calculation is based upon the
closing sales price of $4.625 per share on September 19, 2000.
Transitional Small Business Disclosure Format (check one). Yes [ ] No [X]
The following documents are incorporated herein by reference: Registration
Statement on Form SB-2, filed on July 2, 1997, as amended (Registration No.
333-30583), Form 10-KSB for the fiscal year ended June 30, 1998, filed on
September 15, 1998 (File No. 000-22855), and Report on Form 10-QSB for the
quarter ended March 30, 2000, filed on May 15, 2000 are incorporated in Part IV,
Item 13(a).
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TABLE OF CONTENTS
PART I PAGE
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Item 1 Description of Business........................................... 1
Item 2 Description of Property........................................... 4
Item 3 Legal Proceedings................................................. 4
Item 4 Submission of Matters to a Vote of Security Holders .............. 5
PART II
Item 5 Market for Common Equity and Related Stockholder Matters.......... 6
Item 6 Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 6
Item 7 Financial Statements.............................................. 9
Item 8 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................... 10
PART III
Item 9 Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act................. 10
Item 10 Executive Compensation............................................ 11
Item 11 Security Ownership of Certain Beneficial Owners and Management.... 12
Item 12 Certain Relationships and Related Transactions.................... 13
PART IV
Item 13 Exhibits and Reports on Form 8-K.................................. 14
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PART I
ITEM 1 - BUSINESS
A. BUSINESS DEVELOPMENT
1. FORM AND YEAR OF ORGANIZATION
American Soil Technologies, Inc., formerly Soil Wash Technologies, Inc.,
(the "Company") was incorporated in California on September 22, 1993. Effective
December 31, 1999 the Company completed the reverse acquisition and acquisition
described herein and changed its name from Soil Wash Technologies, Inc. to
American Soil Technologies, Inc. and changed its state of domicile to Nevada.
During 1999 and 1998, the Company operated as Soil Wash Technologies, Inc.
2. ANY BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING
Not Applicable.
3. ANY MATERIAL RECLASSIFICATION, MERGER, CONSOLIDATION, OR PURCHASE
OR SALE OF A SIGNIFICANT AMOUNT OF ASSETS NOT IN THE ORDINARY COURSE OF BUSINESS
On November 24, 1999, the Company entered into an exchange agreement for
the reverse acquisition of New Directions Manufacturing, Inc. ("New Directions")
wherein New Directions would acquire the assets of the Company and change its
name to American Soil Technologies, Inc. This exchange agreement was effective
as of the close of business on December 31, 1999. Under the agreement, New
Directions would sell to one of its directors the operating subsidiary in
exchange for the cancellation of options and the shareholders of New Directions
would receive one share of the Company for each fifteen shares of New
Directions. The existing officers and directors of New Directions resigned and
officers and directors nominated by the Company were appointed. The Company's
fiscal year end was changed to June 30.
In addition, effective as of the close of business on December 31, 1999,
the Company acquired in exchange for 2,360,323 shares of stock all of the assets
and certain liabilities of Polymers, Plus LLC ("Polymers"). The Company acquired
the operating assets of the Polymers, including its licenses, patents and
contracts.
B. BUSINESS OF ISSUER
1. PRINCIPAL PRODUCTS AND THEIR MARKET
The Company's Soil Wash Division is primarily engaged in nonhazardous soil
and water remediation for commercial business and its Agriblend Division is
primarily engaged in manufacturing and marketing agriculture soil amendments.
American Soil Technologies, Inc. develops, manufactures and markets
cutting-edge technology that decreases the need for water in dry land farming,
irrigated farming and other plant growing environments while increasing crop
yield and reducing the environmental damage caused by common farming practices.
In addition, the Company holds exclusive rights to a soil washing technology
that removes hydrocarbon (petroleum) products from contaminated soil and
recycles the soil for commercial use.
The Soil Wash Division's primary clients include major utility companies,
oil companies, environmental consultants, redevelopment contractors and
developers, the City of San Diego, and the Military. Services offered by the
Soil Wash Division include recycling hydrocarbon contaminated water for reuse in
the soil wash process and recycling non-hazardous petroleum contaminated soil.
The Agriblend Division of American Soil Technologies manufactures and
markets two primary products: Agriblend(TM) Plus, a patented soil amendment
developed for agriculture and Agriblend(TM) Lawn and Garden developed for homes,
parks, golf courses and other turf related applications.
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2. DISTRIBUTION
The Soil Wash Division operates from a "fixed" Class II facility, permitted
by the Regional Water Quality Control Board. The facility is located in Mission
Valley, California. The primary market area is San Diego County.
The Agriblend Division markets primarily in the western United States and
Mexico. In August 2000, the Company entered into an exclusive distribution
agreement with UAP (United Agri Products, a division of Con Agra) to distribute
Agriblend in Texas, New Mexico, and Oklahoma. In June 2000, the Company signed
an Exclusive Distribution Agreement with Sunpride, Inc. (a division of the
Gerber Goldschmidt Group) to distribute Agriblend in Mexico. The Company is
presently negotiating distribution agreements with other parties for the
territories of Brazil and Australia and hopes to complete these agreements by
the end of the year. The Company also distributes its products in California and
Arizona through its regional sales managers and in Colorado through a
non-exclusive distributor.
3. STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT
No new products have been added to the Company's product line, however, the
Company has installed its products in over 500 acres of new tests in California,
Texas, New Mexico, and Colorado.
4. COMPETITION
The Company's soil wash facility is the only commercial facility licensed
for recycling non-hazardous petroleum contaminated soil in the San Diego region,
however, the facility is subject to competition from various sources within the
region. This competition includes one facility that is not regulated by the
State of California that is located on an Indian reservation approximately 50
miles east of San Diego; on-site treatment contractors; and one licensed
facility located approximately 60 miles east of San Diego.
Soil washing is competitive with comparable thermal treatment systems that
are commonly used in soil remediation work, however, bio-remediation can be more
cost effective in instances where time and space requirements are not an issue.
Accordingly, the Soil Wash Division's success in winning projects will continue
to hinge on the proximity of ASTI's soil wash facility to major contaminated
sites; permitting; and maintenance of the facility's preferred status with
consultants, developers, and public agencies.
There is no direct competition for the Company's Agriblend division,
however, earlier polymer based technology was very expensive and the remembrance
of its cost has a negative effect on marketing Agriblend. Accordingly, educating
the end user regarding the benefits of using Agriblend and gaining general
acceptance of the new "micro grain" technology are obstacles to marketing the
product.
5. SOURCES AND AVAILABILITY OF RAW MATERIAL AND PRINCIPAL SUPPLIERS
The Soil Wash Division owns and operates a soil washing facility centrally
located in San Diego for recycling hydrocarbon contaminated soil. Raw materials
used in the soil washing process include linear polymer, surfactants, microbes,
and nutrients. All raw materials used in the process are readily available from
a number of commercial vendors.
Agriblend(TM) Plus and Agriblend(TM) for Lawn and Garden are proprietary
blends that include cross-linked micro grain polymer in the blend. Cross-linked
polymer is manufactured by several chemical companies that include
Stockenhousen, Ciba Specialties, Floerger, and GSA Resources. All other
components of the blends are mineral products that are readily available
commercially throughout the world. Agriblend products are custom blended in
accordance with the Company's specifications at a blending and warehouse
facility located in Wilcox, Arizona.
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6. DEPENDENCE ON MAJOR CUSTOMERS
The volume of business the Soil Wash Division conducts with any single
major customer is project sensitive and varies from year to year in accordance
with the scope of the customer's remediation and development activity.
Accordingly, the Soil Wash Division is not dependant on a single customer but
rather on a base of several major customers.
The Company believes that an exclusive distribution relationship with major
national distributors in each country (or territory) in which the Company
markets its Agriblend products will provide expertise in distribution and sales
support needed to successfully market a new high tech agricultural product such
as Agriblend. However, this will ultimately lead to dependence on major
distributors for product distribution.
7. INTELLECTUAL PROPERTY
a. PATENTS. The Company holds no patents, however, the Company
has exclusive world manufacturing/marketing rights to patented super absorbent
cross-linked polymer technology. The underlying patents include United States
Patent number 5,649,495 and 5,868,087, commonly known and described as
"Agricultural Retention Mixture and Application Technique."
b. TRADEMARKS. The Company is in the process of trademarking
several names, but that process is not completed.
8. GOVERNMENT APPROVAL
The Soil Wash Division operations are subject to direct regulation by the
following governmental agencies:
San Diego Regional Water Quality Control Board
California Solid Waste Management Board
City of San Diego Environmental Health Unit
San Diego County Air Control District
The Agriblend Division is subject to regulatory standards developed by the
EPA that are applicable to maximum monomer concentrations in polymers. Polymer
products cannot exceed monomer concentrations of 200 mg/kg. All polymers used by
the Company are well below the maximum monomer standard.
9. EFFECT OF ANY EXISTING OR PROPOSED GOVERNMENT REGULATIONS
Not applicable, see discussion in Paragraph 8, Government Approval above.
10. RESEARCH AND DEVELOPMENT COSTS.
The Company expends amounts on research and development for both the Soil
Wash Division and the Agriblend Division. Research and development efforts
during the two years ended June 30, 2000 for the Soil Wash Division and the six
months ended June 30, 2000 were directed at refinements of the current products
and expansion of the applications of the Agriblend products. The aggregate
estimated expenditures for research and development during the years ended June
30, 2000 and 1999 were less than $50,000 and $15,000, respectively.
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11. COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS AND
REGULATIONS
The Soil Wash Division handles hazardous materials such as gasoline,
diesel, and other materials commonly used in similar businesses that utilize
motorized heavy equipment. In addition, polymer, surfactant, and other chemicals
are used in the soil washing process. Material Safety Data Sheets are on file
for each hazardous material and chemical with which Company employees may come
in contact. The Company operates its Mission Valley Soil Recycling Facility
pursuant to its Health and Safety Plan, Respiratory Protection Plan, and
Operations Plan and believes it is in compliance with all applicable local,
state, and federal requirements.
The Agriblend Division provides Material Safety Data Sheets on all
components of its Agriblend product line and complies with labeling requirement
for its products. In addition, the Company complies with Environmental
Protection Agency regulations applicable to monomer content in its polymer
additives (maximum of 200 mg/kg).
The Company believes that its operations currently comply in all material
respects with applicable federal, state and local laws, rules, regulations and
ordinances regarding the discharge of materials into the environment. The
Company does not believe that such compliance will have a material impact on its
capital expenditures, future earnings and competitive position. No material
capital expenditures for environmental control equipment presently are planned.
12. EMPLOYEES
As of the date hereof, the Company has approximately 20 full-time employees
and 3 part-time employees. While the Company does anticipate a small increase in
its number of employees, it does not anticipate that it will hire more than 10
to 20 additional employees during calendar year 2000. The Company hires
independent contractors on an "as needed" basis only. The Company has no
collective bargaining agreements with its employees. The Company believes that
its employee relationships are satisfactory.
ITEM 2 - PROPERTIES
The Company leases approximately 2,600 square feet located at a facility in
Pasadena, California, which includes office and storage space. All of the
Company's accounting operations are conducted from this facility. The lease
expires August 2, 2002 and requires monthly payments of approximately $3,394.
The Soil Wash Division's Mission Valley Facility is a two acre leasehold
located at 9310 Friars Road in San Diego, California. The Company maintains a
900 square feet office trailer and approximately 650 square feet of tool and
equipment storage at the facility. The lease expires at the end of December 2000
and requires monthly payments of approximately $4,000. The Lessor has informed
Company management that he is developing the property and the Company's lease
will not be renewed. The Company is making an offer on another site. If the
Company acquires the site, it will have only a few months to get it permitted
and to complete construction of improvements at the site. In sum, if the Company
is unable to complete this task on time (i.e., before the end of the year), this
would interrupt the Company's soil washing business. The Company has other
options that include moving the equipment on to a 30,000 ton project in San
Diego, California while the Company develops a new fixed facility. Management of
the Company will work diligently on this issue.
The Agriblend Division leases approximately 432 square feet of office space
located in Phoenix, Arizona. The lease expires in March 2001 and requires
monthly payments of approximately $1,008. The Company rents storage space in
Wilcox, Arizona (approximately $350 per month), office and storage space in
Lubbock, Texas (approximately $125 per month) and it rents office and storage
space in Bakersfield, California (approximately $150 per month).
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ITEM 3 - LEGAL PROCEEDINGS
Polymers Plus and the Company have been named in an arbitration brought by
Blaine Vince in which the claimant alleges damages of approximately $50,000. The
Company is indemnified by Polymers Plus for this matter because Polymers Plus
did not disclose the action to the Company. Further, management of the Company
believes that the Company should not be named in this action because the Company
only acquired Polymers Plus' rights in Ron Salestrom's patents, Ron Salestrom's
Employment Agreement, and accounts payable that were reported to the Company.
Accordingly, the Company has refused to participate in the Arbitration.
To the best knowledge of management, there are no other legal proceedings
pending or threatened against the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION
The Company's Common Stock is currently quoted on the Over-The-Counter
Bulletin Board under the Symbol "SOYL." The Company's Common Stock was quoted on
the Over-the-Counter Bulletin Board under the symbol "NDMI" until January 2000.
Set forth below is the trading history of the Company's Common Stock without
retail mark up, mark-down or commissions:
1999 High Low
---- ---- ---
Quarter ended
March 31 $0.2344 $0.1875
June 30 0.2031 0.1562
September 30 0.1562 0.1562
December 31 0.2031 0.1406
2000
----
Quarter ended
March 31 13 0.1875
June 30 8 3.8125
The above quotations are inter-dealer quotations from market makers of the
Company's stock. At certain times the actual closing or opening quotations may
not represent actual trades that took place.
Except for 295,961 free trading shares, all shares issued by the Company
are "restricted securities" within the meaning of Rule 144 under the 1933 Act.
Ordinarily, under Rule 144, a person holding restricted securities for a period
of one year may, every three months, sell in ordinary brokerage transactions or
in transactions directly with a market maker an amount equal to the greater of
one percent of the Company's then-outstanding Common Stock or the average weekly
trading volume during the four calendar weeks prior to such sale. Future sales
of such shares and sales of shares purchased by holders of options or warrants
could have an adverse effect on the market price of the Common Stock.
(b) STOCKHOLDERS
As of August 24, 2000 there were 140 shareholders who currently hold
certificated securities (approximately 97 of these shareholders hold restricted
securities) and approximately 98 shareholders currently listed in the Depository
Trust Company as holding shares in brokerage accounts.
The Company's transfer agent is Atlas Stock Transfer, 5899 South State,
Murray, Utah 84107.
(c) DIVIDENDS
The Company has not paid any dividends on its Common Stock. The Company
currently intends to retain any earnings for use in its business, and therefore
does not anticipate paying cash dividends in the foreseeable future.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's financial statements, including the notes thereto, appearing
elsewhere in this Report.
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FORWARD-LOOKING STATEMENTS
THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS STATEMENTS RELATING TO FUTURE
RESULTS OF THE COMPANY (INCLUDING CERTAIN PROJECTIONS AND BUSINESS TRENDS) THAT
ARE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED AS
A RESULT OF CERTAIN RISKS AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO
CHANGES IN POLITICAL AND ECONOMIC CONDITIONS; DEMAND FOR AND MARKET ACCEPTANCE
OF NEW AND EXISTING PRODUCTS, AS WELL AS OTHER RISKS AND UNCERTAINTIES DETAILED
FROM TIME TO TIME IN THE FILINGS OF THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
(a) OVERVIEW
American Soil Technologies, Inc. began business as Soil Wash Technologies,
Inc. in September 1993 to develop and provide nonhazardous soil remediation
services to businesses and developers in southern California. On December 31,
1999, the Company acquired the patents and operating rights to certain polymer
based soil enhancements designed to increase production and reduce costs to the
agriculture industry. Prior to this acquisition, there was no infrastructure for
sales, marketing and distribution of the polymer product. During the last half
of fiscal year ended June 30, 2000, the Company devoted substantial resources,
including executive time and money, to the development of strategic
relationships and contracts for the marketing and distribution of its polymer
products both nationally and world-wide.
(b) RESULTS OF OPERATIONS
The following table sets forth, for the years indicated, selected financial
information for the Company:
Year Ended Year Ended
June 30, 2000 June 30, 1999
----------- -----------
(audited) (audited)
Statement of Operations Data
Revenue $1,961,325 $ 2,274,062
(Net Loss) $ (416,498) $ (94,826)
(Net Loss) per share $ (.06) $ (.02)
Balance Sheet Data
Current Assets $ 1,088,123 $ 511,267
Total Property & Equipment, Net 697,778 670,649
Patents, net 659,060
Deferred Tax Asset 2,207,000 1,931,200
Total Assets $ 4,683,964 $ 3,139,455
Total Current Liabilities $ 417,290 206,601
Accumulated Deficit (3,425,890) (3,009,392)
Stockholder's Equity 3,151,410 2,932,854
FISCAL YEAR ENDED JUNE 30, 2000 (AUDITED) COMPARED TO FISCAL YEAR ENDED JUNE 30,
1999 (AUDITED)
REVENUES
Revenues for the year ended June 30, 2000 were $1,961,325 compared to
$2,274,062 for the same period in 1999. Revenue from the Soil Wash Division
decreased from $2,274,062 to $1,793,417 as a result of delays in the development
and redevelopment of major real estate projects in San Diego County. The
economic and environmental issues that delayed these projects have been resolved
and the Company anticipates recovering these decreased revenues as the projects
accelerate. The Company's Soil Wash Division is the dominant facility of its
kind in the San Diego, California area. Since its acquisition on December 31,
1999, the Agriblend Division has contributed $166,878 to revenues for the year
ended June 30, 2000. The Company was engaged in the development and contracting
with representatives during this period and did not have these representatives
in place at the start of the national growing season. The Agriblend Division
expects growth in sales during the next twelve months as a result of its
contractual arrangements with distributors and agents.
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COST OF SALES
Cost of goods sold for the Soil Wash Division decreased from $1,418,647 for
the fiscal year ended June 30, 1999 to $1,321,160 for the fiscal year ended June
30, 2000, while representing an increase as a percentage of sales from 62% to
67%. Primarily this increase is due to increased costs of materials and repair
and maintenance of equipment to improve efficiency, production and costs
savings. Management expects that the gross profit percentages will return to the
pre-2000 levels with an increase in volume. Included in the June 30, 2000 fiscal
year are the six months of results of the Agriblend Division's cost of sales of
$30,518, reflecting a gross profit percentage of approximately 82%. The
management of Agriblend expects to maintain its gross profit percentage
representing material costs with a decrease caused by the increased delivery
costs associated with a national distribution process. Additionally, it is
expected that the related cost of sales, included in operating expenses, will
increase in proportion to sales based on the Company's planned methods of sales
and distribution.
INVENTORY
The Company believes that adequate supplies of raw materials are available
to meet its current and anticipated requirements without disruption of its
delivery chain. The Company intends to add additional storage and distribution
facilities to the Agriblend Division as necessary to accommodate increases in
sales, provide for timely delivery and maintain an efficient supply process.
OPERATING EXPENSES
Operating expenses increased 29% over the same period in 1999. These
increases are due to the Company's efforts in putting in place sales
representatives, employees and agents for the Agriblend Division to expand its
sales base, legal fees related to expanding its patent rights, and increased
costs, including employees, of operating a multi-site, multi-disciplined
business. These increases began in the second quarter as the Company explored
the acquisition related to the Agriblend business, and increased during the
third and fourth quarters as the Company was establishing its base sales
network. On an annual basis, the Company expects that these costs will increase
based on a full year of operations of the Agriblend Division but the
relationship as a percentage of sales should decline as the expected sales
volume increases annually. Likewise, on an annual basis the administrative costs
are expected to increase as a full year of operations are experienced for the
two divisions and costs associated with public companies are incurred. Interest
expense is expected to increase in the next year as a result of the interest on
the convertible debentures is incurred for a full year rather than approximately
one quarter and the balance of the debentures are funded and interest is paid on
the increased balance.
INCOME TAXES
The Company has recognized an income tax benefit of its current and prior
operating losses based on the Company's expectation that it will realize
sufficient income in the future, the next twenty years, to utilize the benefits
of the net operating loss carryforward and therefore reduced cash outlay for
taxes in future periods.
NET LOSS
For the reasons detailed above, the Company experienced losses in the two
years ended June 30, 2000. The Company expects that as a result of its efforts
during the last half of fiscal year 2000 and the first quarter of fiscal 2001 to
develop strategic alliances, marketing agreements, and distribution networks,
sales volume in subsequent periods should increase. Since these arrangements are
new and untested, it is uncertain whether these actions will be sufficient to
produce net operating income for the fiscal year 2001. However, given the gross
margins on the Agriblend Division and anticipated increased volume of the Soil
Wash Division, future operating results should be improved.
SEASONALITY
The Soil Wash Division does not experience seasonal fluctuation. The
efforts of the Agriblend Division in the United States have focused on the
southern states and therefore generally experience year round growing cycles,
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with the sale of the Agriblend product preceding the growing cycle of various
crops. International sales have not been sufficient enough or the geographic
distribution of sales concentrated enough to determine if a seasonal trend
exists although the initial indication is that the Company's markets will become
diverse and therefore not indicate significant seasonal variations. As the
Company expands into the residential and commercial markets nationally, it is
expected that the Company will experience some seasonal declines in sales during
the fall and winter quarters in less temperate climates.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $124,352 and $35,682 at June 30, 2000 and
1999, respectively. Net cash used by operations was $912,300 for the year ended
June 30, 2000 compared to net cash provided by operations of $5,379 for the
comparable year ended June 30, 1999. In preparing for distribution of its
products in foreign countries, the Company expended approximately $30,000 for
patent registrations and related legal work.
During the third and fourth quarters ended June 30, 2000, the Company
raised $1,325,000 from a private placement of Convertible Debentures, of which
$1,000,000 had been funded at June 30, 2000 and the balance is due by the second
quarter of fiscal year end June 30, 2001. As a result of these proceeds, the
Company has working capital (current assets less current liabilities) of
$670,833 as of June 30, 2000 compared to working capital of $304,666 as of June
30, 1999.
To date, the Company has financed its operations principally through the
sales activities of the Soil Wash Division and the placement of Convertible
Debentures. The Company believes that it has and will have sufficient cash flow
to continue its operations through June 30, 2001. The Company will consider both
the public and private sale of securities and or debt instruments for expansion
of its operations if such expansion would benefit the overall growth and income
objectives of the Company. Should sales growth not materialize, the Company may
look to these public and private sources of financing. There can be no
assurance, however, that the Company can obtain sufficient capital on acceptable
terms, if at all. Under such conditions, failure to obtain such capital likely
would affect adversely the Company's ability to continue as a going concern, or
at a minimum negatively impact the Company's ability to timely meet its business
objectives.
The Company's working capital and other capital requirements during the
next fiscal year and thereafter will vary based on a number of factors,
including: 1) the sales revenue generated by the Agriblend Division; 2) the
level of sales and marketing activities related to domestic sales from the
Agriblend Division; 3) the level of distributor support related to development
of international sales associated with the Agriblend Division and; 4) continuing
delivery of contaminated soil to and revenue from the Soil Wash Division.
There can be no assurance that additional public or private financing,
including debt or equity financing, will be available as needed, or, if
available, on terms favorable to the Company. Any additional equity financing
may be dilutive to shareholders and such additional equity securities may have
rights, preferences or privileges that are senior to those of the Company's
existing common stock. Furthermore, debt financing, if available, will require
payment of interest and may involve restrictive covenants that could impose
limitations on the operating flexibility of the Company. The failure of the
Company to successfully obtain additional future funding may jeopardize the
Company's ability to continue its business and operations.
PART II - OTHER INFORMATION
ITEM 7. FINANCIAL STATEMENTS
The Financial Statements that constitute Item 7 are included at the end of
this report beginning on Page F-1.
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
(a) DISMISSAL OF PRINCIPAL ACCOUNTANTS
The Company dismissed Evers & Company, Certified Public Accountants ("Evers
& Company") as its principal accountants on January 3, 2000. The principal
accountant's report on the financial statements for either of the past two years
contained no adverse opinion or a disclaimer of opinion, nor was qualified nor
modified as to uncertainty, audit scope, or accounting principles other than a
going concern opinion. The decision to change principal accountants of the
Company was approved by the Board of Directors of the Company.
During the Company's two most recent fiscal years and any subsequent
interim period preceding such dismissal, there were no disagreements with the
former accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. There is nothing
further to report under Item 304(a)(1) or (iv)(B) through (E).
(b) ENGAGEMENT OF NEW PRINCIPAL ACCOUNTANTS
The Company engaged James C. Marshall, CPA, P.C., Scottsdale, Arizona on
January 3, 2000 as its principal accountants. Neither the Company nor anyone on
its behalf has consulted James C. Marshall, CPA, P.C., during the two most
recent past fiscal years regarding any matter for which reporting is required
under Regulation S-B, Item 304(a)(2)(i) or (ii) and the related instructions.
The decision to engage James C. Marshall, CPA, P.C. was approved by the Board of
Directors.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
(a) DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current directors
and executive officers of the Company and the principal offices and positions
with the Company held by each person. The executive officers of the Company are
elected annually by the Board of Directors. Each year, the stockholders elect
the board of directors. The executive officers serve terms of one year or until
their death, resignation or removal by the Board of Directors. There was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was elected as an executive officer.
Name Age Position
---- --- --------
Neil C. Kitchen 54 President, Chief Executive Officer, Director
Sean Lee 60 Chief Financial Officer
Louie Visco 84 Director
Dick Stevens 73 Director
Ken Lew 43 Secretary, Director
Scott Baker 44 Director
MR. NEIL C. KITCHEN, PRESIDENT, CHIEF EXECUTIVE OFFICER, DIRECTOR, has over 20
years experience in business management in the environmental sector including
management of companies involved in general engineering, toxicology, and
environmental cleanup. Prior to joining Soil Wash Technologies, Inc. in 1994, he
was Vice President of a publicly-held environmental cleanup company with annual
sales of over 20 million. He holds a B.S. in Business Management from San Diego
State University and a class "A" General Engineering license with Hazardous
Material Certification from the State of California.
10
<PAGE>
MR. SEAN LEE, CHIEF FINANCIAL OFFICER, joined the Agriblend Division of American
Soil Technologies in January 2000. Prior to that, beginning in 1998, he was
President and CEO of New Directions Manufacturing Inc. He served as founder and
president of Infopak from January 1990 until its sale to Dimensional Visions in
1996. Mr. Lee also served as CEO of Grace Home Centers, Home Base, and Builders
Express.
MR. LOUIE VISCO, DIRECTOR, has served as Chairman of the Board of the Company
since 1999. He is principal owner of the Benz Group, a privately held holding
company founded in 1934. Mr. Visco founded Universal By-Products, Inc., the
first publicly-held solid waste company in the United States. The company was
acquired by Waste Management Inc., the world's largest waste management company,
in 1972. Over the past 50 years, Mr. Visco has served as Chairman of the Board
of privately and publicly held companies.
MR. DICK STEVENS, DIRECTOR, is a principal owner of the Benz Group and has
served as its President since 1982. Mr. Stevens has served as a Director of
several corporations and was Western Regional President of Waste Management
Corporation from 1972 to 1973. He was appointed to serve a term on the State of
California Solid Waste Management Board from 1983 to 1987.
MR. KEN LEW, DIRECTOR, COMPANY SECRETARY, has served as a Director of the
Company since 1999. He holds an M.B.A. in Business Finance, a B.A. in Cell
Biology, and a B. Sc. in Chemistry from the University of Washington. Mr. Lew
has produced and edited two financial books and has written numerous technical
publications dealing with chemical interactions associated with polymer and
non-polymer substrates.
MR. SCOTT BAKER, DIRECTOR, has practiced law in Arizona for the past 19 years.
He graduated from the University of Arizona with a B.S. in business in 1978 and
obtained his J.D. from the University of Arizona in 1981. As a general
practitioner he has appeared before the U.S. District Tax Court and the U.S.
District Court.
(b) COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the
Company's Common Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC"). Officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of such forms received by it, or written
representations from certain reporting persons, the Company believes that during
its 1999 fiscal year, all such filing requirements applicable to its officers,
directors, and greater than 10% beneficial owners were complied with.
11
<PAGE>
ITEM 10-EXECUTIVE COMPENSATION
(a) SUMMARY COMPENSATION
Set forth below is a summary of compensation for the Company's officers for
fiscal years 2000, 1999 and 1998. There are no annuity, pension or retirement
benefits proposed to be paid to officers, directors or employees of the Company
in the event of retirement at normal retirement date pursuant to any presently
existing plan provided or contributed to by the Company or its subsidiary.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------- ---------------------------------------------
Awards Payouts
------------ -------
Name and Other Annual Restricted Options LTIP All Other
Principal Position Year Salary Bonus Compensation Stock Awards SARs Payouts Compensation
------------------ ---- ------ ----- ------------ ------------ ---- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Neil C. Kitchen 2000(1) $39,742
President 1999(2) $48,392 -0- -0- -0- -0- -0- -0-
Sean Lee
C.F.O. 2000(1) $36,000 -0- -0- -0- -0- -0- -0-
</TABLE>
----------
(1) From January through June 2000
(2) From July through December 2000
(b) EMPLOYMENT AGREEMENTS
The Company has an Employment Agreement with Mr. Ron Salestrom, patent
holder of patents underlying the Agriblend product line. The term of the
Agreement is from January 1, 2000 through December 31, 2002 and is automatically
renewed unless either party wishes to terminate. Mr. Salestrom's salary under
the Agreement is $75,000 per year and he is entitled to all benefits established
by the Company that are accorded to "similarly situated employees of the
Company."
(c) COMPENSATION OF DIRECTORS
Directors of the Company do not receive any cash compensation, but are
entitled to reimbursement of their reasonable expenses incurred in attending
directors' meetings.
12
<PAGE>
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Report by: (i)
each stockholder known by the Company to be the beneficial owner of more than
five percent of the outstanding Common Stock, (ii) each director of the Company
and (iii) all directors and officers as a group.
Percentage
Name(1) Number of Shares Beneficially Owned
---- ---------------- ------------------
Neil C. Kitchen(2) 1,376,855 15.7%
Sean Lee 103,370 1.2%
Louie Visco(2) 4,130,565(3) 47.0%
Dick Stevens(2) -0- -0-%
Ken Lew(2) 72,000 *
Scott Baker(2) 129,818 1.5%
All officers and directors
as a group (6 persons) 5,842,608 66.1%
The Benz Group(2) 4,130,565 47.0%
Ron and Kathy Salestrom 1,132,954 12.9%
----------
* Less than one percent
1. Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of the person holding
such options or warrants, but are not deemed outstanding for purposes of
computing the percentage of any other person.
2. c/o Company's address: 215 N. Marengo, Suite 110, Pasadena, CA 91101.
3. Includes 4,130,565 shares held in the name of The Benz Group, a company in
which Mr. Visco owns a majority interest.
ITEM 12-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following Officers and/or Directors have Debenture Agreements with the
Company:
Neil C. Kitchen, CEO/President, $25,000 Debenture Convertible at $3.00
Director per share with interest at 10%, maturing
on February 1, 2002.
Richard Stevens, Director $250,000 Debenture Convertible at $3.00
per share with interest at 10%, maturing
on February 1, 2002.
PART IV
ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 Articles of Incorporation of New Directions Manufacturing, Inc.,
a Nevada corporation, dated January 9, 1997 (1)
3.2 Amendment to Articles of Incorporation of New Directions
Manufacturing, Inc., a Nevada corporation, dated May 29, 1997 (2)
3.3 Amendment to Articles of Incorporation of New Directions
Manufacturing, Inc., dated January 4, 2000*
13
<PAGE>
3.4 Bylaws of New Directions Manufacturing, Inc., dated May 29, 1997
(3)
3.5 Amended and Restated Bylaws of New Directions Manufacturing,
Inc., dated July 20, 1998 (4)
4.1 Convertible Debenture - Lump Sum Contribution (Form) (5)
4.2 Convertible Debenture - Incremental (Form) (6)
10.1 License Agreement between Ron Salestrom, American Soils
Technologies, Inc., and Polymers Plus, L.L.C. Dated January 4,
2000*
10.2 Client Service Agreement between Continental Capital & Equity
Corporation and American Soil Technologies, Inc., dated February
17, 2000 and Addendum, dated August 29, 2000*
10.3 Distributorship Agreement between American Soil Technologies,
Inc. and Sunpride, Inc. dated May 10, 2000*
10.4 Distribution Agreement between UAP Southwest and with Agriblend,
a division of American Soil Technologies Inc., dated August 16,
2000*
10.5 Employment Agreement with Ronald Salestrom, dated January 4, 2000*
10.6 Licensing Agreement between Soil Wash Technologies, Inc. and Site
Remediation Services Limited, dated June 24, 1999*
27.1 Financial Data Schedule*
----------
* Filed herewith.
(1) Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form SB-2, filed on July 2, 1997, as amended
(Registration No. 333-30583) (the "1997 SB-2").
(2) Incorporated by reference to Exhibit 3.2 to the 1997 SB-2.
(3) Incorporated by reference to Exhibit 3.3 to the 1997 SB-2.
(4) Incorporated by reference to Exhibit 3.2 to the Company's Form 10-KSB
for the fiscal year ended June 30, 1998, filed on September 15, 1998
(File No. 000-22855).
(5) Incorporated by reference to Exhibit 4.1 to the Company's Form 10-QSB
for the quarter ended March 30, 2000 filed on May 15, 2000 (the "March
30, 2000 10-QSB").
(6) Incorporated by reference to Exhibit 4.2 to the March 30, 2000 10-QSB.
(b) REPORTS ON FORM 8-K
Date of Filing Report Event Reported
--------------------- --------------
April 14, 2000 Item 4: Change in Registrant's Certifying
Account
June 5, 2000 Form 8-K/A: Submitting letter from former
accountant due to change reported on
April 14, 2000
14
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") the Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN SOIL TECHNOLOGIES, INC.
By: Neil C. Kitchen
-------------------------------------
Its: Chief Executive Officer, President,
Director
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 and on
the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Neil C. Kitchen President, Chief Executive September 25, 2000
--------------------------- Officer, Director
Neil C. Kitchen
/s/ Sean Lee Chief Financial Officer September 25, 2000
---------------------------
Sean Lee
/s/ Louie Visco Director September 25, 2000
---------------------------
Louie Visco
/s/ Dick Stevens Director September 25, 2000
---------------------------
Dick Stevens
/s/ Ken Lew Director September 25, 2000
---------------------------
Ken Lew
/s/ Scott Baker Director September 25, 2000
---------------------------
Scott Baker
15
<PAGE>
Report of Independent Accountants
To the Board of Directors
American Soil Technologies, Inc.
Pasadena, California
We have audited the accompanying balance sheets of American Soil
Technologies, Inc. as of June 30, 2000 and 1999, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the two years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of American Soil Technologies,
Inc. as of June 30, 2000 and 1999, and the results of operations and its cash
flows for the two years then ended in conformity with generally accepted
accounting principles.
/s/ James C. Marshall, CPA, P.C.
Scottsdale, Arizona
September 25, 2000
F-1
<PAGE>
American Soil Technologies, Inc.
Balance Sheets
<TABLE>
<CAPTION>
June 30,
----------------------------
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 124,352 $ 35,682
Accounts and notes receivable 521,080 261,234
Deposits and prepaid expenses 140,379 138,405
Inventory 302,312 75,946
----------- -----------
TOTAL CURRENT ASSETS 1,088,123 511,267
Property, plant and equipment, net of accumulated
depreciation (Note 3) 697,778 670,649
Patents, net of amortization (Note 3) 659,060
Deferred income tax asset (Note 6) 2,207,000 1,931,200
Other assets 32,003 26,339
----------- -----------
TOTAL ASSETS $ 4,683,964 $ 3,139,455
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 365,311 $ 195,201
Accrued expenses 9,839 9,607
Short term portion of long term debt 4,860
Deferred income 37,280 1,793
----------- -----------
TOTAL CURRENT LIABILITIES 417,290 206,601
Deferred compensation 29,577
Reserve for remediation 50,000 50,000
Long Term portion of notes payable 35,687
Convertible debentures (Note 4) 1,000,000
----------- -----------
TOTAL LIABILITIES 1,532,554 206,601
Commitments and Contingencies (Note 5)
STOCKHOLDERS' EQUITY
Common stock (Notes 7 and 9) 8,730 5,507
Additional paid-in capital 6,568,570 5,936,739
Accumulated deficit (3,425,890) (3,009,392)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 3,151,410 2,932,854
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,683,964 $ 3,139,455
=========== ===========
</TABLE>
See accompanying notes to these financial statements.
F-2
<PAGE>
American Soil Technologies, Inc.
Statements of Operations
For the years ended June 30,
---------------------------
2000 1999
----------- -----------
REVENUE:
Soil, water treatment and agri revenue $ 1,837,694 $ 2,178,502
Hauling and miscellaneous sales 89,631 95,560
Other revenue 34,000
----------- -----------
GROSS REVENUE 1,961,325 2,274,062
COST OF OPERATIONS:
Materials and supplies 554,489 464,417
Labor and payroll costs 349,660 435,760
Facility costs 153,347 295,064
Equipment and maintenance 287,467 194,082
Miscellaneous operating costs 6,715 29,324
----------- -----------
TOTAL COST OF OPERATIONS 1,351,678 1,418,647
GROSS INCOME 609,647 855,415
Sales and marketing costs 245,106 133,651
Depreciation and amortization 135,686 157,448
General and administrative costs 906,701 717,724
Interest expense 16,859 1,118
----------- -----------
SALES AND ADMINISTRATIVE COSTS 1,304,352 1,009,941
----------- -----------
LOSS FROM OPERATIONS (694,705) (154,526)
Interest income 2,407
----------- -----------
2,407
----------- -----------
Net loss before provision for income taxes (692,298) (154,526)
Income tax credit 275,800 59,700
----------- -----------
NET (LOSS) $ (416,498) $ (94,826)
=========== ===========
Basic loss per common share (Note 8) $ (.06) $ (.02)
=========== ===========
Weighted average shares outstanding 7,117,051 5,507,420
=========== ===========
See accompanying notes to these financial statements.
F-3
<PAGE>
American Soil Technologies, Inc.
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Common Stock Additional
-------------------------- Paid-in Accumulated
Shares Amount Capital Deficit Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at June 30, 1998 5,507,420 $ 5,507 $ 5,936,739 ($2,914,566) $ 3,027,680
Net loss (94,826) (94,826)
----------- ----------- ----------- ----------- -----------
Balance at June 30, 1999 5,507,420 5,507 5,936,739 (3,009,392) 2,932,854
Stock acquisitions 3,215,511 3,216 624,338 627,554
Exercise of stock option 7,500 7 7,493 7,500
Net loss (416,498) (416,498)
----------- ----------- ----------- ----------- -----------
8,730,431 $ 8,730 $ 6,568,570 ($3,425,890) $ 3,151,410
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes these financial statements
F-4
<PAGE>
American Soil Technologies, Inc.
Statement of Cash Flow
For the years ended June 30,
---------------------------
2000 1999
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES:
NET LOSS $ (416,498) $ (94,826)
Items not requiring cash
Deferred compensation 29,577
Amortization and depreciation 135,686 157,448
Allowance for doubtful accounts 58,384
Benefit on income tax credit (275,800) (59,700)
----------- -----------
Cash Flow used by Operations (527,035) 61,306
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED BY OPERATING ACTIVITIES:
CHANGES IN ASSETS AND LIABILITIES:
(Increase) in accounts receivable (259,846) (40,476)
Decrease in deposits and prepaid expenses 1,999 56,545
(Increase) in inventory (133,456) (44,747)
(Increase)/decrease in other assets 261 (431)
(Decrease)/increase in accounts payable (29,942) 19,151
(Decrease)/increase in accrued expenses 232 (46,804)
Increase in deferred income 35,487 835
----------- -----------
Total Adjustments (385,265) (55,927)
----------- -----------
Net Cash Flow Provided (Used) by Operating
Activities (912,300) 5,379
CASH FLOW USED BY INVESTING ACTIVITIES:
Addition of property, plant and equipment (6,530) (75,319)
----------- -----------
Total Cash Flow Used by investing activities (6,530) (75,319)
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Exercise of stock option 7,500
Issuance of debentures 1,000,000
----------- -----------
Total Cash Flow from Financing Activities 1,007,500
----------- -----------
Net increase/(decrease) in cash 88,670 (69,940)
Cash at beginning of period 35,682 105,622
----------- -----------
Cash at end of period $ 124,352 $ 35,682
=========== ===========
See accompanying notes to these financial statements.
F-5
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY
American Soil Technologies, Inc., formerly Soil Wash Technologies, Inc., (the
"Company") was incorporated in California on September 22, 1993. Effective
December 31, 1999 the Company completed the reverse acquisition and acquisition
described herein and changed its name from Soil Wash Technologies, Inc. to
American Soil Technologies, Inc. and changed its state of domicile to Nevada.
Until January 1, 2000 the Company operated as Soil Wash Technologies, Inc.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies is presented to assist in
understanding the Company's financial statements. The financial statements and
notes are representations of the Company's management. Management is responsible
for their integrity. These accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
LINE OF BUSINESS
The Company is primarily engaged in non-hazardous soil and water remediation for
commercial business and as of January 1, 2000 the production and sale of soil
enhancement products of the agricultural community.
REVENUE RECOGNITION
For remediation products revenue is recognized upon completion of the processing
cycle and freight upon shipment by the independent trucking company or upon
completion of the services and is fully earned. Revenue is recognized from the
soil enhancement products upon sale and shipment, or if the sale includes
installation, upon completion of the installation process.
ACCOUNTS RECEIVABLE
The Company provides allowances against accounts receivable to maintain
sufficient reserves to cover anticipated losses.
INVENTORY
Inventory is stated at the lower of cost or market, generally being determined
on a first-in, first-out basis. Inventory consists of materials consumed in the
soil and water remediation process, and finished products and raw materials for
sale by the agricultural division
F-6
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
PROPERTY, PLANT AND EQUIPMENT
Depreciation has been provided on the same basis for tax and financial
accounting purposes using the straight-line, accelerated and declining balance
methods. The estimated useful lives of the assets are as follows:
Production equipment 7-10 years
Office equipment, furniture and fixtures 5-10 years
Vehicles 3 years
Leasehold improvements 3-10 years
PATENTS
Patents acquired in the purchase transaction are being amortized over their
estimated useful lives of seventeen years on a straight-line basis.
INCOME TAXES
The Company provides for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes." SFAS 109
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the financial statement
carrying amounts and the tax basis of assets and liabilities.
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT AND PATENTS
Depreciation and amortization of property, plant and equipment for the years
ended June 30, 2000 and 1999 is $115,529 and $157,448, respectively.
Property plant and equipment consist of the following:
June 30, June 30,
1999 1998
----------- -----------
Production equipment $ 920,051 $ 846,158
Office equipment, furniture and fixtures 65,480 53,045
Vehicles 95,872 46,332
Leasehold improvements 528,793 520,003
----------- -----------
1,610,196 1,465,538
Less accumulated depreciation and amortization (912,418) (796,889)
----------- -----------
$ 697,778 $ 670,649
=========== ===========
Amortization of capitalized patent costs since acquisition, December 31, 2000,
for the six months ended June 30, 2000 was $20,157.
F-7
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - CONVERTIBLE DEBENTURES
In the quarter ended March 31, 2000, the Company authorized the issuance of an
aggregate of $ 1,325,000 of convertible debentures with interest payable
quarterly at 10 percent per annum. The stock is convertible to stock of the
Company at a rate of one share for each three dollars converted. The debentures
mature in the first calendar quarter of 2002. All of the debentures are
subscribed and at June 30, 2000 the outstanding balance of the debt is
$1,000,000. If all debt is converted the Company would issue 441,667 and based
on the current outstanding balance 333,333 would be issued if the holders elect
to convert. Interest expense for the year ended June 30, 2000 was $16,028.
NOTE 5 - COMMITMENT AND CONTINGENCIES
The Company has contractual obligations for ongoing remediation work for
businesses in its geographical area.
The Company has various operating lease obligations which monthly payments. The
Company has month to month leases for its plant sites and equipment. During the
years ended June 30, 2000 and 1999 the aggregate lease payments were $248,219
and $226,921, respectively. The Company expects the leases to continue or be
replaced and that the ongoing lease costs will approximate that of 2000.
In conjunction with the lease of the land associated with the operating
facilities, the Company is obligated to remediate the property to its original
condition. The Company has provided a reserve to restore the property. At June
30, 2000 and 1999 the Company has reserved $50,000 and $50,000, respectively, to
defray the final cost of lease termination. The lease is month to month and can
be terminated by either party with notice to the other.
NOTE 6 - INCOME TAXES
At June 30, 2000 and 1999, the Company has approximately $5,417,000 and
$4,723,000 of net operating losses available to offset future income tax
liability. The reserve for remediation is not deductible for tax purposes until
paid and therefore the Company will have a deduction of the amount actually paid
in the future. There is no certainty as to the timing of such recognition nor
that the Company will be able to fully utilized these differences.
F-8
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - INCOME TAXES (continued)
The components of deferred tax assets and liabilities are as follows:
June 30, June 30,
2000 1999
---------- ----------
Tax effects of reserves for doubtful accounts,
deferred compensation and remediation $ 60,000 $ 42,200
Tax effects of carryforward benefits:
Net operating loss carryforwards 2,147,000 1,889,000
---------- ----------
Tax effects of carryforwards
Tax effects of future taxable differences and
carryforwards 2,207,000 1,931,200
---------- ----------
Net deferred tax asset $2,207,000 $1,931,200
========== ==========
Realization of the net deferred tax assets is dependent on generating sufficient
taxable income prior to their expiration. Tax effects are based on a 8.8% state
and 34.0% federal income tax rates for a net combined rate of 39.8%. The
realized net operating losses expire over the next 20 years, as follows:
Expiration Amount
---------- ------
2008 $ 130,000
2009 1,074,000
2010 1,058,000
2011 1,016,000
2012 915,000
2018 510,000
2019 156,000
2020 558,000
-----------
Total $ 5,417,000
===========
Management believes that it is more likely than not that the Company will
realize the benefits of the deferred tax credits before each expires through
2020, therefore, no valuation reserve has been provided for this against the
asset.
NOTE 7 - COMMON STOCK
At June 30, 2000, the Company has 8,730,431 after the issuance of 3,215,511 on
December 31, 1999 for the acquisitions described herein, 5,507,420 shares
outstanding as a result of the stock split at December 31, 1999 and exercise by
the holder of 7,500 shares in May, 2000. The Company has 25,000,000 shares
authorized. The outstanding shares were increased by a stock split of 45.90 for
1 to the original stockholders of the Company and the Company changed the par
value per share to $0.001. In accordance with SFAS 128, this split has been
retroactively recorded as of July 1, 1998. Additionally, the capitalization of
notes and advances payable to shareholders has retroactively been capitalized in
the amount of $5,451,129 as part of that same transaction.
F-9
<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - LOSS PER COMMON SHARE
Loss per share of common stock has been computed based on the weighted average
number of shares outstanding. As of June 30, 2000 and 1999, the weighted average
number of shares outstanding after giving effect to the stock split was
7,117,051 and 5,507,420, respectively. There were no dilutive items outstanding,
therefore, basic and diluted loss per share are the same.
NOTE 9 - REORGANIZATION AND ACQUISITION
On November 24, 1999, the Company entered into an exchange agreement for the
reverse acquisition of New Directions Manufacturing, Inc. ("New Directions")
wherein New Directions would acquire the assets of the Company and change its
name to American Soil Technologies, Inc. This exchange agreement was effective
as of the close of business on December 31, 1999. Under the agreement, New
Directions would sell to one of its directors the operating subsidiary in
exchange for the cancellation of options and the shareholders of New Directions
would receive one share of the Company for each fifteen shares of New
Directions. The existing officers and directors of New Directions resigned and
officers and directors nominated by the Company were appointed.
In addition, effective as of the close of business on December 31, 1999, the
Company acquired in exchange for 2,360,323 shares of stock the operating assets
of the Polymers Plus, L.L.C. ("Polymers") including its licenses, patents and
contracts.
The purchase method of accounting was performed on New Directions and the assets
and liabilities of Polymers based on the fair market value oat the transaction
date. The valuation of of New Directions and Polymers, including transaction
costs estimated at $100,000 was $627,553 A summary of the assets and liabilities
acquired, at December 31, 1999 were as follows:
Assets:
Inventory $ 25,380
Deposits and prepaid expenses 3,973
Property, plant and equipment 66,870
Patents, licenses and rights 676,435
Other assets 5,925
------------
Total Assets 778,583
Liabilities:
Current liabilities (110,483)
Long-term liabilities (40,547)
------------
Fair value of acquisitions $ 627,553
============
In conjunction with these acquisitions, the Company issued and aggregate of
3,215,511 shares of its common stock to shareholders of New Directions and to
Polymers and to consultants and promoters.
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<PAGE>
AMERICAN SOIL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 9 - REORGANIZATION AND ACQUISITION (continued)
As a result of the closing of these acquisitions on December 31, 1999, the
accompanying financial statements do not include the results of operations of
the acquired entities for any period. The unaudited pro forma financial data
does not purport to represent what the Company's results from continuing
operations would actually have been had the transactions in fact occurred as of
an earlier date, or project the results for any future date or period.
June 30, June 30,
Pro Forma (unaudited) 2000 1999
----------- -----------
Revenue $ 2,018,363 $ 2,401,814
Cost of goods sold 1,381,091 1,489,725
----------- -----------
Gross profit 637,272 912,089
Expenses
Selling, general and administrative (1,450,809) (1,172,124)
Interest expense (20,066) (3,532)
----------- -----------
Loss from Operations (833,603) (263,567)
Tax Benefit 275,800 59,700
------------ -----------
Net income (Loss) $ (557,803) $ (203,867)
=========== ===========
Loss per share $ (0.07) $ (0.03)
=========== ===========
Weighted average number of shares 8,724,806 8,722,931
=========== ===========
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