SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A-1
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended: September 30, 2000; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _________ to __________
Commission File Number: 000-26261
AMERICAN FIRE RETARDANT CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 88-03826245
------------------------------ -----------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9337 Bond Avenue, El Cajon, California 92021
---------------------------------------------------- ------------------------
(Address of principal executive offices) Zip Code)
(619) 390-6888
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that a
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
On September 30, 2000 there were 2,349,647 shares of the registrant's
Common Stock, $0.01 par value, issued and outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
This Form 10-QSB has 22 pages, the Exhibit Index is located at page 19.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements included herein have been prepared by the Company,
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of September 30, 2000, and the results of its operations and changes
in its financial position from inception through September 30, 2000, have been
made. The results of operations for such interim period is not necessarily
indicative of the results to be expected for the entire year.
Index to Financial Statements
Page
Balance Sheets ......................................................... 3
Statements of Operations ............................................... 5
Statements of Stockholders' Equity (deficit) ............................ 6
Statements of Cash Flows ................................................ 7
Notes to Financial Statements for Period ................................ 9
All other schedules are not submitted because they are not applicable or
not required or because the information is included in the financial statements
or notes thereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
<PAGE>
AMERICAN FIRE RETARDANT CORPORATION
AND SUBSIDIARY
Consolidated Balance Sheets
ASSETS
------
<TABLE>
<CAPTION>
September 30 December 31,
2000 1999
------------ ------------
(Unaudited) (Restated)
CURRENT ASSETS
<S> <C> <C>
Cash $ - $ 3,408
Undeposited funds - 9,821
Inventory 113,070 174,978
Accounts receivable, net 820,937 539,197
------------ ------------
Total Current Assets 934,007 727,404
------------ ------------
PROPERTY AND EQUIPMENT 214,707 240,180
------------ ------------
OTHER ASSETS
Restricted cash 256,023 173,981
Intangible assets, net 29,750 42,500
Deposits and other assets 15,599 15,115
------------ ------------
Total Other Assets 301,372 231,596
------------ ------------
TOTAL ASSETS $ 1,450,086 $ 1,199,180
============ ============
</TABLE>
3
<PAGE>
AMERICAN FIRE RETARDANT CORPORATION
AND SUBSIDIARY
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
<TABLE>
<CAPTION>
September 30 December 31,
2000 1999
------------ ------------
(Unaudited) (Restated)
CURRENT LIABILITIES
<S> <C> <C>
Cash overdraft $ 13,653 $ -
Accounts payable 231,374 238,238
Accrued expenses 444,127 422,148
Unearned revenue 81,000 96,986
Shareholder loans 165,066 209,739
Notes payable, current portion 254,204 223,372
Capital leases, current portion 3,179 7,969
Line of credit 1,187,815 755,064
------------ ------------
Total Current Liabilities 2,380,418 1,953,516
------------ ------------
LONG-TERM LIABILITIES
Notes payable 235,560 199,825
Capital leases, long-term portion 25,317 36,855
------------ ------------
Total Long-Term Liabilities 260,877 236,680
------------ ------------
Total Liabilities 2,641,295 2,190,196
------------ ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; 25,000,000
shares authorized, 2,359,647 and
2,349,647 shares issued and outstanding,
respectively 2,361 2,351
Additional paid-in capital 1,490,532 1,485,541
Accumulated deficit (2,684,102) (2,478,908)
------------ ------------
Total Stockholders' Equity (Deficit) (1,191,209) (991,016)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $1,450,086 $1,199,180
============ ============
</TABLE>
4
<PAGE>
AMERICAN FIRE RETARDANT CORPORATION
AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Nine Months Ended Three Months Ended
September 30, September 30,
-------------------------- --------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 2,352,712 $ 1,914,924 $ 811,640 $ 893,380
COST OF SALES 1,029,010 912,571 396,819 437,276
------------ ------------ ------------ ------------
GROSS MARGIN 1,323,702 1,002,353 414,821 456,104
------------ ------------ ------------ ------------
EXPENSES
Selling, general and administrative 1,108,918 941,391 303,569 351,665
Depreciation and amortization expense 36,352 27,300 15,959 8,554
Bad debt expense 9,132 7,711 - (3,148)
------------ ------------ ------------ ------------
Total Expenses 1,154,402 976,402 319,528 357,071
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS 169,300 25,951 95,293 99,033
------------ ------------ ------------ ------------
OTHER EXPENSES
Interest expense (374,494) (258,018) (119,812) (113,567)
------------ ------------ ------------ ------------
Total Other Expenses (374,494) (258,018) (119,812) (113,567)
------------ ------------ ------------ ------------
LOSS BEFORE INCOME TAXES (205,194) (232,067) (24,519) (14,534)
PROVISION FOR INCOME TAXES - - - -
------------ ------------ ------------ ------------
NET LOSS $ (205,194) $ (232,067) $ (24,519) $ (14,534)
============ ============ ============ ============
BASIC LOSS PER SHARE $ (0.08) $ (0.10) $ (0.01) $ (0.01)
============ ============ ============ ============
BASIC WEIGHTED AVERAGE SHARES 2,355,032 2,322,556 2,355,032 2,343,788
============ ============ ============ ============
</TABLE>
5
<PAGE>
AMERICAN FIRE RETARDANT CORPORATION
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Additional Stock
Common Stock Paid-in Subscription Accumulated
Shares Amount Capital Receivable Deficit
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1998 2,278,661 $ 2,280 $ 1,435,921 $ - $(1,770,704)
March 31, 1999: common stock
issued for reduction of related
party note payable and interest
valued at $0.70 per share 65,127 65 45,525 - -
September 22, 1999: common
stock issued for consulting
services valued at $0.70 per
share 5,859 6 4,095 - -
Net loss for the year ended
December 31, 1999 - - - - (708,204)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1999 2,349,647 2,351 1,485,541 - (2,478,908)
May 12, 2000: common stock
issued for cash valued at
$0.50 per share 10,000 10 4,991 - -
Net loss for the nine months
ended September 30, 2000
(unaudited) - - - - (205,194)
------------ ------------ ------------ ------------ ------------
Balance, September 30, 2000
(unaudited) 2,359,647 $ 2,361 $ 1,490,532 $ - $(2,684,102)
============ ============ ============ ============ ============
</TABLE>
6
<PAGE>
AMERICAN FIRE RETARDANT CORPORATION
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Nine Months Ended Three Months Ended
September 30, September 30,
-------------------------- --------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (205,194) $ (232,067) $ (24,519) $ (14,534)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Common stock issued for interest expense - 15,280 - 4,101
Depreciation and amortization 48,245 54,600 16,144 18,584
Bad debt expense 4,630 7,711 (1,829) (3,148)
Change in Assets and Liabilities:
(Increase) decrease in accounts receivable (286,487) (375,465) (157,277) (435,647)
(Increase) decrease in deposits 716 - 1,316 -
(Increase) decrease in inventory 61,908 (70,876) (11,267) (88,120)
(Increase) decrease in prepaid expenses
and intangibles (1,082) (10,000) (500) (10,000)
(Increase) decrease in notes receivable - (11,822) - (11,822)
(Increase) decrease in restricted cash (82,042) (67,130) (99,686) (96,290)
Increase (decrease) in undeposited funds 9,820 - - -
Increase (decrease) in accounts payable (6,865) 270,861 38,534 247,979
Increase (decrease) in accrued expenses 21,980 97,720 21,413 68,717
Increase (decrease) in unearned revenue (15,987) 45,000 71,649 45,000
------------ ------------ ------------ ------------
Net Cash Provided (Used) by
Operating Activities (450,358) (276,188) (146,022) (275,180)
------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Disposal of fixed assets 3,070 - 3,070 -
Purchase of fixed assets (13,092) (79,413) - (69,994)
------------ ------------ ------------ ------------
Net Cash (Used) by Investing Activities (10,022) (79,413) (3,070) (69,994)
------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Increase (decrease) in cash over draft 13,653 34,254 (59,172) 20,606
Proceeds from notes payable - related 11,178 48,000 11,178 10,000
Payments on notes payable - related (55,850) (25,575) (23,549) (7,955)
Proceeds from sale of common stock 5,000 - - -
Proceeds from notes payable 183,001 157,500 183,001 85,000
Proceeds from lines of credit 432,751 - 139,710 267,823
Paydown on line of credit - 227,591 - -
Payment on notes payable (132,761) (86,169) (108,216) (30,300)
------------ ------------ ------------ ------------
Net Cash Provided (Used) by
Financing Activities $ 456,972 $ 355,601 $ 142,952 $ 345,174
------------ ------------ ------------ ------------
</TABLE>
7
<PAGE>
AMERICAN FIRE RETARDANT CORPORATION
AND SUBSIDIARY
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
For the For the
Nine Months Ended Three Months Ended
September 30, September 30,
-------------------------- --------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET INCREASE (DECREASE) IN CASH $ (3,408) $ - $ - $ -
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 3,408 - - -
------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ - $ - $ - $ -
============ ============ ============ ============
SUPPLEMENTAL CASH FLOW
INFORMATION
CASH PAID FOR
Interest $ 374,494 $ 174,038 $ 119,812 $ 58,345
Income taxes $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Stock issued for interest and conversion
of note payable $ - $ 49,691 $ - $ 4,101
</TABLE>
8
<PAGE>
AMERICAN FIRE RETARDANT CORPORATION
AND SUBSIDIARY
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared
by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of
operations and cash flows at September 30, 2000 and 1999 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and
notes thereto included in the Company's December 31, 1999 audited
consolidated financial statements. The results of operations for the
periods ended September 30, 2000 and 1999 are not necessarily
indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
These consolidated financial statements are presented on the basis
that the Company is a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business over a reasonable length of time. The
Company has an accumulated deficit of $2,159,460 which, as well as
current liabilities in excess of current assets of $1,446,411, raise
substantial doubt about its ability to continue as a going concern.
Management is presently pursuing plans to increase sales volume,
reduce administrative costs, and improve cash flows as well as obtain
additional financing through stock offerings. The ability of the
Company to achieve its operating goals and to obtain such additional
finances, however, is uncertain.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
Leases
------
The Company leases office space under a non-cancelable operating
lease. The lease calls for monthly payments of $4,155 and expires May
31, 2002. Future minimum lease payments, excluding common area charges
are as follows:
Amount
----------
2000 $ 49,860
2001 49,860
2002 24,930
----------
Total $ 124,650
Rent expense for the nine months ended September 30, 2000 and 1999 was
$55,018 and $54,963, respectively.
9
<PAGE>
AMERICAN FIRE RETARDANT CORPORATION
AND SUBSIDIARY
Notes to the Consolidated Financial Statements
September 30, 2000 and December 31, 1999
NOTE 3 - COMMITMENTS AND CONTINGENCIES (Continued)
Employment Contract
-------------------
The Company has an employment contract with a key employee. Under the
terms of this contract, the Company is committed to paying this
individual $3,500 in salary per month through November 1, 2003. Salary
expense under this contract for the nine months ended September 30,
2000 and 1999 was $28,875 and $28,875, respectively. This contract is
currently in dispute.
Vehicle and Equipment Operating Leases
--------------------------------------
The Company has leased two vehicles under operating leases which call
for combined monthly payments of $1,050 per month. The operating
leases expire in 2000.
Royalty Agreement
-----------------
The Company has committed to paying an individual $0.75 per gallon in
royalties on the sale of Fyberix 2000V. The royalties are payable
monthly. Royalty expense for the nine months ended September 30, 2000
and 1999 was $-0- and $-0-, respectively, as there have been no sales
of Fyberix 2000V.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion and analysis should be read in conjunction with
the financial statements and notes thereto appearing elsewhere herein.
September 30, 2000 and December 31, 1999
----------------------------------------
Changes in Financial Condition
------------------------------
The balance of current assets at September 30, 2000 was $934,007 compared
to a balance of $727,404 at December 31, 1999. The balances of current
liabilities were $2,380,418 and $1,953,516 for the same periods respectively.
The resulting current ratio at September 30, 2000 is .4:1. The current ratio at
December 31, 1999 was .4:1.
The increase of current assets at September 30, 2000 over December 31, 1999
is due primarily to the increase in accounts receivable from $539,197 to
$820,937 an increase of $281,740 or 52%. The Company's days-sales-outstanding
ratio at September 30, 2000 was 35 days compared to 44 days at September 30,
1999 and 22 days at december 31, 1999. The Company's sales contracts are
cyclical with large term (i.e. slow paying) contracts in Spring and Summer and
short term (i.e. quicker paying) contracts in Fall and Winter.
The increase in current assets at September 30, 2000 also included a
decrease in inventory from $174,978 at December 31, 1999 to $113,070 at
September 30, 2000 a decrease of $61,908 of 35%. Inventory declined because the
longer term contracts in the Summer require less materials. The Company expects
to replenish the inventories in the fourth quarter.
The balance of current liabilities at September 30, 2000 is $2,380,418 and
at December 31, 1999 is $1,953,516. The increase of $426,902 or 18% is due
primarily to an increase in the line of credit from $755,064 to $1,187,185, an
increase of $432,751 or 57%. The line of credit was drawn down to finance the
increased accounts receivable. As the receivables are collected in the fourth
quarter the Company anticipates paying down the line of credit.
At September 30, 2000 the Company had insufficient cash flow from
operations to meet is current cash obligations.
Results of Operations
---------------------
For the nine months ended September 30, 2000 and September 30, 1999
--------------------------------------------------------------------
Sales for the nine months ended September 30, 2000 were $2,352,712 compared
to $1,914,924 for the same period in 1999, resulting in an increase of $437,788
or 23%. Cost of goods sold for the nine months ended September 30, 2000 was
$1,029,010 or 44% of sales, compared to $912,571 or 48% of sales for 1999. Gross
margin was $1,323,702 or 56% of sales and $1,002,353 or 52% of sales for the
same periods respectively. The sales growth was the results of the Company's
expanded marketing effort. The increased gross margin was the result of focusing
on contracts which require less materials.
Operating expenses include primarily depreciation and amortization expense
and general and administrative expenses. Depreciation and amortization expense
for the nine months ended September 30, 2000 includes depreciation of $36,352.
Selling, general and administrative expenses were $1,108,918 or 47% of sales,
for the nine months ended September 30, 2000 and $941,391 or 49% of sales for
the same period in 1999, resulting in an increase of $167,527 or 18%. The
increase is due primarily to the growth in sales volume. The percentage decline
came from the Company holding its fixed costs unchanged while increasing
revenues.
11
<PAGE>
For the three months ended September 30, 2000 and September 30, 1999
--------------------------------------------------------------------
Sales for the three months ended September 30, 2000 were $811,640 compared
to $893,380 for the same period in 1999, resulting in a decrease of $81,740 or
9%. Cost of goods sold for the three months ended September 30, 2000 was
$396,819 or 49% of sales, compared to $437,276 or 49% of sales for 1999. Gross
margin was $414,821 or 51% of sales and $456,104 or 51% of sales for the same
periods respectively. The Company was unsuccessful in maintaining the growth in
sales it had in the first 2 quarters of 2000. However, the sales made required
less materials and therefore generated higher gross margins.
Operating expenses include primarily depreciation and amortization expense
and general and administrative expenses. Depreciation and amortization expense
for the three months ended September 30, 2000 includes depreciation of $15,959.
Selling, general and administrative expenses were $303,569 or 37% of sales, for
the three months ended September 30, 2000 and $351,665 or 39% of sales for the
same period in 1999. The Company has continued to cut variable overhead costs
and to not incur additional fixed costs.
12
<PAGE>
CAUTIONARY FORWARD -LOOKING STATEMENT
-------------------------------------
Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, and in future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases and in oral statements made with the approval of an authorized
executive officer which are not historical or current facts are "forward-looking
statements" made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The following
important factors, among others, in some cases have affected and in the future
could affect the Company's actual results and could cause the Company's actual
financial performance to differ materially from that expressed in any
forward-looking statement: (i) the extremely competitive conditions that
currently exist in the fire retardant and fireproofing industry are expected to
continue, placing further pressure on pricing which could adversely impact sales
and erode profit margins; (ii) many of the Company's major competitors in its
channels of distribution have significantly greater financial resources than the
Company; and (iii) the inability to carry out marketing and sales plans would
have a materially adverse impact on the Company's projections. The foregoing
list should not be construed as exhaustive and the Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
IMPACT OF YEAR 2000
-------------------
During 1999 we completed our remediation and testing of our platform
systems, management support, systems, and our internal information technology
and non-information technology systems. Because of those planning and
implementation efforts, we experienced no disruptions in our information
technology and non-information technology systems and those systems have
successfully responded to the Year 2000 date change. We did not incur any
significant expenses during 1999 in conjunction with remediating our systems. We
are not aware of any material problems resulting from Year 2000 issues, either
with our products, internal systems, or the products and services of third
parties. We will continue to monitor our mission critical computer applications
and those of our suppliers and vendors throughout the Year 2000 to ensure any
latent Year 2000 matters arising are addressed promptly.
13
<PAGE>
RISK FACTORS
------------
Several of the matters discussed in this document contain forward-looking
statements that involve risks and uncertainties. Factors associated with the
forward-looking statements that could cause actual results to differ materially
from those projected or forecast appear in the statements below. In addition to
other information contained in this document, readers should carefully consider
the following cautionary statements and risk factors:
FUTURE CAPITAL REQUIREMENTS; UNCERTAININTY OF FUTURE FUNDING. The Company's
plan of operation calls for additional capital to facilitate growth and support
its long-term development and marketing programs. It is likely that the Company
would need to seek additional financing through subsequent future public or
private sales of its securities, including equity securities. The Company may
also seek funding for the development and marketing of its products through
strategic partnerships and other arrangements with investment partners. There
can be no assurance, however, that such collaborative arrangements or additional
funds will be available when needed, or on terms acceptable to the Company, if
at all. Any such additional financing may result in significant dilution to
existing stockholders. If adequate funds are not available, the Company may be
required to curtail one or more of its future programs.
SUBSTANTIAL DOUBT THAT THE COMPANY CAN CONTINUE AS A GOING CONCERN. The
Company expects to continue to incur significant capital expenses in pursuing
its plans to increase sales volume, the expansion of its product line and to
obtain additional financing through stock offerings or other feasible financing
alternatives. In order for the Company to continue its operations at its
existing levels, the Company will require $700,000 of additional funds over the
next twelve months. While the Company can generate funds necessary to maintain
its operations, without additional funds there will be a reduction in the number
of new projects that the Company could take on which may have an effect on the
Company's ability to maintain its operations. Therefore, the Company is
dependent on funds raised through equity or debt offerings. Additional financing
may not be available on terms favorable to the Company, or at all. If adequate
funds are not available or are not available on acceptable terms, the Company
may not be able to execute its business plan or take advantage of business
opportunities. The ability of the Company to obtain such additional financing
and to achieve its operating goals is uncertain. In the event that the Company
does not obtain additional capital or is not able to increase cash flow through
the increase of sales, there is a substantial doubt of its being able to
continue as a going concern.
Additionally, it should be noted that the Company's independent auditors
have included a going concern opinion in the note to financial statements. The
auditor's have included this provision because the Company has an accumulated
deficit which the auditor believes raises substantial doubt about its ability to
continue as a going concern. Until such time as the Company does receive
additional debt or equity financing, there is a risk that the Company's auditors
will continue to include a going concern provision in the notes to financial
statements.
PATENTS AND PROPRIETARY RIGHTS. The Company relies on patents, contractual
rights, trade secrets, trademarks, and copyrights to establish and protect its
proprietary rights in its products and its components. The Company has patented
the technology that is incorporated into its products and believes that, since
it is a technology patent, competitors will have a more difficult time
developing products functionally similar to the Company's. To further protect
its products, the Company will apply for additional patents for its inventions
and for non-commercial available components designed and developed by the
Company that are integral to product performance.
14
<PAGE>
PROSECUTING ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS COULD BE
EXPENSIVE AND, IF THE COMPANY IS NOT SUCCESSFUL, COULD DISRUPT ITS BUSINESS. The
Company intends to closely monitor competing product introductions for any
infringement of the Company's proprietary rights. The Company believes that, as
the demand for products such as those developed by the Company increases,
infringement of intellectual property rights may also increase. If infringement
of the Company's proprietary rights is by industry competitors, they have
substantially greater financial, technical, and legal resources than the Company
which could adversely affect the Company's ability to defend its rights. In
addition, the Company could incur substantial costs in defending its rights.
Further, the Company's patents are U.S. patents, and the Company does not
have patent protection outside the United States. The Company will be unable to
obtain patent protection in most non-U.S. jurisdictions, including Europe and
Japan. Some competitors may have non-U.S. operations where U.S. Patent rights
are not effective which could permit competitors to infringe on the Company's
proprietary rights without violating U.S. law.
The Company anticipates, based on the size and sophistication of its
competitors and the history of rapid technological advances in its industry,
that several competitors may be working to develop the Company's patented
technology. The Company intends to closely monitor any infringement of the
Company's proprietary rights. Competitors may have patent applications in
progress in the United States that, if issued, could relate to the Company's
products. If such patents were to issue, there can be no assurance that the
patent holders or licensees will not assert infringement claims against the
Company or that such claims will not be successful. The Company could incur
substantial costs in defending itself and its customers against any such claims,
regardless of the merits of such claims. Parties making such claims may be able
to obtain injunctive or other equitable relief which could effectively block the
Company's ability to sell its products, and each claim could result in an award
of substantial damages. In the event of a successful claim of infringement, the
Company and its customers may be required to obtain one or more licenses from
third parties. There can be no assurance that the Company or its customers could
obtain necessary licenses from third parties at a reasonable or acceptable cost
or at all. Patent litigation could be very expensive, and there is no assurance
that it would not have an adverse effect on the Company's business, financial
condition and results of operations.
DEPENDENCE ON KEY EMPLOYEES. Historically, the Company has been heavily
dependent on the ability of Bruce E. Raidl, to contribute essential technical
and management experience. In the event of future growth in administration,
marketing, manufacturing and customer support functions, the Company may have to
increase the depth and experience of its management team by adding new members.
The Company's success will depend to a large degree upon the active
participation of its key officers and employees. Loss of services of any of the
current officers and directors could have a significant adverse effect on the
operations and prospects of the Company. There can be no assurance that it will
be able to employ qualified persons on acceptable terms to replace officers that
become unavailable.
NEED FOR ADDITIONAL SPECIALIZED PERSONNEL. Although the management of the
Company is committed to the business and continued development and growth of the
business, the additional of specialized key personnel and sales persons to
assist the Company in its expansion of its national operations will be
necessary. There can be no assurance that the Company will be able to locate and
hire such specialized personnel on acceptable terms.
COMPETITION. There are numerous corporations, firms and individuals which
are engaged in the type of business activities in which the Company is presently
engaged. Many of those entities are more experienced and possess substantially
greater financial, technical and personnel resources than the Company. While the
Company hopes to be competitive with other similar companies, there can be no
assurance that such will be the case.
VOTING CONTROL. Due to the joint ownership of a majority of the shares of
the Company's outstanding common stock by Angela M. Raidl and her brother Bruce
Raidl, collectively, these individuals have the ability to elect all of the
Company's directors, who in turn elect all executive officers, without regard to
the votes of other stockholders.
15
<PAGE>
ABILITY TO MAINTAIN ADEQUATE INVENTORY LEVELS. The size of the fire
retardant and fire protection markets and need to maintain adequate inventories
with regard to such products could force the Company into implementing
additional manufacturing and warehousing programs. There can be no assurance
that the Company will have the necessary capital resource or man power to
implement such manufacturing and warehousing programs.
DEPENDENCE ON ABILITY TO MARKET PRODUCTS AND SERVICES. Due to the Company's
limited resources, the sales and marketing of the Company's products has been
limited to date. The success of the Company is dependent upon its ability to
market and sell the products and services of the Company with such limited
resources.
RISKS OF "PENNY STOCKS." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) of an issuer with net tangible assets less than US$2,000,000 (if the
issuer has been in continuous operation for at least three years) or
US$5,000,000 (if in continuous operation for less than three years), or with
average annual revenues of less than US$6,000,000 for the last three years.
Section 15(g) of the 1934 Act and Reg. Section 240.15g-2 of the Commission
require broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before effecting any
transaction in a penny stock for the investor's account. Potential investors in
the Company's common stock are urged to obtain and read such disclosure
carefully before purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Commission requires broker-dealers
in penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker-dealer to (i) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company's
common stock to resell their shares to third parties or to otherwise dispose of
them.
NO MARKET FOR COMMON STOCK. Although the Company intends to submit for
quotation of its common stock on the OTC Bulletin Board of the NASD following
the effectiveness of this registration statement, and to seek a broker-dealer to
act as market maker for its securities (without the use of any consultant),
there is currently no market for such shares, there have been no discussions
with any broker-dealer or any other person in this regard, and no market maker
has been identified; there can be no assurance that such a market will ever
develop or be maintained. Any market price for shares of common stock of the
Company is likely to be very volatile, and numerous factors beyond the control
of the Company may have a significant effect. In addition, the stock markets
generally have experienced, and continue to experience, extreme price and volume
fluctuations which have affected the market price of many small capital
companies and which have often been unrelated to the operating performance of
these companies. These broad market fluctuations, as well as general economic
and political conditions, may adversely affect the market price of the Company's
common stock in any market that may develop.
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PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
-----------------
Friloux v. AFRC
---------------
The Company is a party defendant in the matter Friloux v. American Fire
Retardant Corporation 15th Judicial District Court, Parish of Lafayette,
Louisiana, Docket No. 99-5744 "D". In this matter Mr. Friloux filed a Petition
seeking a pre-trial judgment alleging (1) that the Company is indebted to Mr.
Friloux under the terms of a promissory note dated March 7, 1994, in the
principal sum of $100,000 with interest there on at the rate of 5.0% per annum
and that the Company is in breach of said promissory note; (2) that the Company
is in breach of employment contract with Mr. Friloux an is obligated to pay Mr.
Friloux back wages; (3) that the Company is indebted to Mr. Friloux for past due
health and hospitalization costs due under the alleged employment agreement; and
(4) that the Company is indebted to Mr. Friloux as a result of the sale by Mr.
Friloux of shares of common stock owned by Mr. Friloux back to the Company. The
Company filed exceptions to the petition and counsel for Mr. Friloux and the
Company have agreed that any and all claims shall be disposed of at trial rather
than through Mr. Friloux's pre-trial petition. The Company denies the
allegations and intends to vigorously defend the complaint of Mr. Friloux. At
present Mr. Friloux and the Company are attempting to resolve this matter
amicably in order to avoid further costs to either party.
Delinquent Payroll Taxes
------------------------
The Company owes the Internal Revenue Service $359,300 including interest
for prior delinquent payroll taxes by the Company's former subsidiaries, AFRC
Florida and AFRC Louisiana. These payroll taxes became delinquent starting in
the 3rd quarter of 1997 through the 4th quarter of 1998. The total delinquent
payroll tax liabilities are $166,472 attributed to AFRC Florida and $192,828
attributed to AFRC Louisiana. The Company has retained the tax counsel of
Royston & Hebert in Lafayette, Louisiana to represent the Company before the
Internal Revenue Service and the Company has submitted an Offer in Compromise
work-out agreement to obtain a substantial reduction of the outstanding payroll
tax balance due.
Settlement of ARFC Louisiana and AFRC Florida Payroll Tax Liabilities
---------------------------------------------------------------------
Subsequent to the date covered by this report, the Internal Revenue Service
accpeted two offers-in-compromise for settlement of the federal payroll tax
liabilities owing by the Company's former subsidiaries, AFRC Louisiana and AFRC
Florida.
The offer-in-compromise with regard to AFRC Louisiana covers the 941
federal payroll taxes for the periods ending September 30, 1997 through December
31, 1998, and the 940 federal payroll taxes due for the periods ending December
31, 1996 through December 31, 1998. Under the AFRc Louisina offer-in-compromse,
the Company will pay the Internal Revenue Service a total of $48,923.11 payable
in 24 installments of $2,038.46 per month.
The offer-in-compromise with regard to AFRC Florida covers the 941 federal
payroll taxes for the periods ending September 30, 1997 through December 31,
1998, and the 940 federal payroll taxes due for the period ending December 31,
1998. Under the AFRC Florida offer-in-compromse, the Company will pay the
Internal Revenue Service a total of $60,360.02, payable in 24 installments of
$2,515 per month.
Payroll Tax Still Owing
-----------------------
The Company still owes the IRS $45,882.92, including interest and penalties
for the 1st quarter 2000, $48,949.99, including interest and penalties for the
2nd quarter 2000, and $37,543.79, not including interest and penalties for the
3rd quarter 2000.
With the exception of the legal proceedings and tax matter set forth above,
the Company is not presently a party to any litigation, claim, or assessment.
Further, the Company is unaware of any unasserted claim or assessment, which
will have a material effect on the financial position or future operations of
the Company.
17
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Item 2. Changes in Securities.
---------------------
Not required.
Item 3. Defaults Upon Senior Securities.
-------------------------------
Not required.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
None.
Item 5. Other Information.
-----------------
None.
18
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Item 6. Exhibits and Reports on Form 8-K.
(a) List of Exhibits attached or incorporated by referenced pursuant to
Item 601 of Regulation S-B.
Exhibit
Number Description*
------- -----------
2.1(a)(+) Certificate of Merger from the State of Wyoming regarding Merger
of AFRC Louisiana with and into AFRC Wyoming.
2.1(b)(+) Certificate of Merger from the State of Louisiana regarding
Merger of AFRC Louisiana with and into AFRC Wyoming.
2.1(c)(+) Articles of Merger regarding Merger of AFRC Louisiana with and
into AFRC Wyoming.
2.1(d)(+) Acquisition Agreement and Plan of Merger regarding Merger of AFRC
Louisiana with and into AFRC Wyoming.
2.2(a)(+) Certificate of Merger from the State of Florida regarding Merger
of AFRC Florida with and into AFRC Wyoming.
2.2(b)(+) Certificate of Merger from the State of Wyoming regarding Merger
of AFRC Louisiana with and into AFRC Wyoming.
2.2(c)(+) Florida Articles of Merger regarding Merger of AFRC Louisiana
with and into AFRC Wyoming.
2.2(d)(+) Wyoming Articles of Merger regarding Merger of AFRC Louisiana
with and into AFRC Wyoming.
2.2(e)(+) Acquisition Agreement and Plan of Merger regarding Merger of AFRC
Florida with and into AFRC Wyoming.
2.3(a)(+) Articles of Merger regarding Merger regarding Merger of AFRC
Wyoming with and into AFRC Nevada (the "Company") to change the
Domicile of the Company.
2.3(b)(+) Acquisition Agreement and Plan of Merger regarding Merger of AFRC
Wyoming with and into AFRC Nevada (the "Company") to change the
Domicile of the Company.
3.1(+) Articles of Incorporation of American Fire Retardant Corp. filed on
January 20, 1998.
3.2(+) Restated By-laws of American Fire Retardant Corp.
3.3(+) Qualification of American Fire Retardant Corp., as a Foreign
Corporation in the State of Florida.
3.4(+) Qualification of American Fire Retardant Corp., as a Foreign
Corporation in the State of Louisiana.
3.5(+) Statement and Designation of American Fire Retardant Corp., as a
Foreign Corporation in California.
3.6(+) Qualification of American Fire Retardant Corp., as a Foreign
Corporation in the State of Colorado.
3.7(+) Qualification of American Fire Retardant Corp., as a Foreign
Corporation in the State of Mississippi.
10.1(a)(+) Letter of Intent Between American Fire Retardant Corp., and
Fabritek Industries, LLC.
10.1(b)(+) Amendment to Letter of Intent Between American Fire Retardant
Corp., and Fabritek Industries, LLC.
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<PAGE>
10.2(+) Royalty Agreement between American Fire Retardant Corp., and Norman
O. Houser.
10.3(+) Sale, Assignment and Assumption Agreement between American Fire
Retardant Corp. and Patrick L. Brinkman with regard to the purchase of
manufacturing rights to De-Fyre X-238.
10.4(a)(+) Merchant Service Agreement between American Fire Retardant
Corp., and St. Martin Bank.
10.4(b)(+) St. Martin Bank $100,090 Promissory Note Dated March 11, 1997.
10.4(c)(+) Edward E. Friloux Commercial Guaranty to St. Martin Bank re:
$100,090 Promissory Note.
10.4(d)(+) Stephen F. Owens Commercial Guaranty to St. Martin Bank re:
$100,090 Promissory Note.
10.4(e)(+) Angela M. Raidl Commercial Guaranty to St. Martin Bank re:
$100,090 Promissory Note.
10.4(f)(+) St. Martin Bank $250,000 Promissory Note Dated May 21, 1998.
10.4(g)(+) St. Martin Bank Business Loan Agreement Dated August 18, 1998.
10.4(h)(+) St. Martin Bank $172,725.73 Promissory Note Dated August 18,
1998.
10.4(i)(+) Edward E. Friloux Commercial Guaranty to St. Martin Bank re:
$172,725.73 Promissory Note.
10.4(j)(+) Stephen F. Owens Commercial Guaranty to St. Martin Bank re:
$172,725.73 Promissory Note.
10.4(k)(+) Angela M. Raidl Commercial Guaranty to St. Martin Bank re:
$172,725.73 Promissory Note.
10.4(l)(+) St. Martin Bank Commercial Pledge Agreement re: $172,725.72
Promissory Note.
10.4(m)(+) St. Martin Bank Pledge of Collateral Mortgage Note re:
$172,725.72 Promissory Note.
10.4(n)(+) St. Martin Bank Agreement to Provide Insurance re: $172,725.72
Promissory Note.
10.4(o)(+) St. Martin Bank - Collateral Mortgage re: $172,725.72 Promissory
Note.
10.4(p)(+) St. Martin Bank - $54,059.29 Promissory Note Dated February 4,
1999.
10.5(a)(+) Private Capital, Inc. - Purchase and Security Agreement Dated
April 17, 1997.
10.5(b)(+) Private Capital, Inc. - Angela M. Raidl Continuing Guaranty &
Waiver.
10.5(c)(+) Private Capital, Inc. - Stephen F. Owens and Edward E. Friloux
Continuing Guaranty & Waiver.
10.6(a)(+) Bank of Erath $15,030 Promissory Note Dated June 16, 1997.
10.6(b)(+) Bank of Erath Loan Extension Agreement Dated October 20, 1998.
10.7(+) American Fire Retardant Corp. - El Cajon, California Industrial
Lease
10.8(a)(+) Whitney Bank - $74,400 Secured Promissory Note Dated
10.8(b)(+) Whitney Bank - Collateral Mortgage, Security Agreement and
Assignment of Leases and Rents
20
<PAGE>
10.9(+) American Fire Retardant Corp. - Standard Lease for Louisiana
Corporate Apartment
10.10(+) Oil, Gas & Mineral Lease with Penwell Energy Inc.
10.11(a)(+) Whitney National Bank - $42,888.46 Promissory Note
10.11(b)(+) Whitney National Bank - Security Agreement
10.12(+) Presidio Capital Consulting Agreement
10.13(+) Warren Guidry Letter Promissory Note
10.14(a)(+) Agreement with Richard Rosenberg
10.14(b)(+) Amendment to Agreement with Richard Rosenberg
10.14(c)(+) Richard Rosenberg - $43,134.39 Promissory Note
10.15(+) Investment Banking and Consulting Agreement with Capstone
Partners LLC.
10.16(+) March 7, 1999 $100,000 Promissory Note.
10.17(+) August 25, 1999 Equipment Lease with Preferred Capital Corporation
10.18(+) December 7, 1999 $100,000 Promissory Note with Private Capital,
Inc.
99.1 (+) Consumer Product Safety Commission's Notice of Public Hearing and
Request for Comments with regard to the proposed rule pertaining to
Flame Retardant Chemicals that may be suitable for use in upholstered
furniture.
99.2 (+) A copy of the Article "1998 Fire Loss in the United States" from
the NFPA Journal, September/October 1999.
99.3 (+) See National Fire Data Center Statistics as posted on the NFDC
website at "www.usfa.fema.goc/nfdc/statistics.htm"
(+) Previously filed.
(++) Attached hereto.
21
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
AMERICAN FIRE RETARDANT CORP.
A Nevada Corporation
Date: January 15, 2001 /S/ Stephen F. Owens
------------------------------
By: Stephen F. Owens
Its: President and Director
Date: January 15, 2001 /S/ Angela M. Raidl
------------------------------
By: Angela M. Raidl
Its: Vice President,
Chief Financial Officer
Secretary and Director
22
