<PAGE>
FORM 10-QSB/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended February 29, 2000
-----------------
OR
[_] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number 0-21384
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AQUATIC CELLULOSE INTERNATIONAL CORP.
-------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 82-0381904
- ------------------ -------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
3704 32nd Street, Suite 301 Vernon, B.C. VIT 5N6
------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (800) 565-6544
(former, name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
-
State the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock February 29, 2000
--------------------- -----------------
$.001 par value 36,603,985
Transitional Small Business Disclosure Format Yes ______ No X
---
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<PAGE>
Aquatic Cellulose International Corp.
Index
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Condensed Consolidated Balance Sheets at
May 31, 1999 and February 29, 2000 (unaudited)
Condensed Consolidated Statements of Operations
for the three months ended February 29, 1999 (unaudited)
and 2000 (unaudited)
Condensed Consolidated Statements of Cash Flows
for the nine months ended February 29, 1999 (unaudited)
and 2000 (unaudited)
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Submission of Matters of a Vote to Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
PART I. FINANCIAL INFORMATION
-----------------------------
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<PAGE>
ITEM I. FINANCIAL STATEMENTS
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Consolidated Balance Sheets
$ United States
February 29, 2000 and May 31, 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
2000
(Unaudited) 1999
- -------------------------------------------------------------------------------
<S> <C> <C>
Assets
Current assets
Cash $ 16,608 $ 100,906
Accounts receivable 262,474 7,734
Share subscriptions receivable - 250,000
-----------------------------------------------------------------------------
279,082 358,640
Capital assets (note 2) 6,331 6,226
- -------------------------------------------------------------------------------
$ 285,413 $ 364,866
- -------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities $ 45,027 $ 24,060
Stockholders' equity
Capital stock (note 3) 1,561,034 1,561,034
Deficit accumulated during the development stage (1,350,865) (1,254,793)
Accumulated other comprehensive income 30,217 34,565
-----------------------------------------------------------------------------
240,386 340,806
- -------------------------------------------------------------------------------
$ 285,413 $ 364,866
- -------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements
On behalf of the Board:
_____________________ Director
_____________________ Director
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<PAGE>
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Consolidated Statements of Loss
$ United States
For the nine months ended February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
From inception
(March 11, 1996)
to February 29, 2000 2000 1999
(Unaudited) (Unaudited) (Unaudited)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenue
Timber sales $ 356,195 $ 353,125 $ -
Expenses
Amortization 6,571 760 2,094
Engineering design 214,216 146,768 30,825
Selling, general and administrative 1,493,752 301,669 414,352
- ---------------------------------------------------------------------------------------
1,714,539 449,197 447,271
- ---------------------------------------------------------------------------------------
Loss before other income (1,358,344) (96,072) (447,271)
Other income
Interest 184 - -
Foreign exchange gain 7,295 - -
-------------------------------------------------------------------------------------
7,479 -
- ---------------------------------------------------------------------------------------
Loss $(1,350,865) $ (96,072) $ (447,271)
- ---------------------------------------------------------------------------------------
Weighted average number of shares outstanding 36,603,985 14,345,896
Loss per share $ - $ (0.03)
- ---------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements
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<PAGE>
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Consolidated Statements of Earnings (Loss)
$ United States
For the three months ended February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
2000 1999
(Unaudited) (Unaudited)
- --------------------------------------------------------------------------------
<S> <C> <C>
Revenue
Timber sales $ 353,125 $ -
Expenses
Amortization 343 66
Engineering design 58,457 3,618
Selling, general and administrative 93,139 72,246
------------------------------------------------------------------------------
151,939 75,930
- --------------------------------------------------------------------------------
Earnings (loss) before other income (expense) 201,186 (75,930)
Other income (expense):
Interest - -
Foreign exchange gain (loss) - (896)
------------------------------------------------------------------------------
- (896)
- --------------------------------------------------------------------------------
Earnings (loss) $ 201,186 $ (76,826)
- --------------------------------------------------------------------------------
Weighted average number of shares outstanding 36,603,985 26,072,045
Earnings (loss) per share $ 0.01 $ -
================================================================================
</TABLE>
See accompanying notes to financial statements
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<PAGE>
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
$ United States
For the nine months ended February 29, 2000 and February 28, 1999
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
From inception
(March 11, 1996)
to February 29, 2000 2000 1999
(Unaudited) (Unaudited) (Unaudited)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating activities
Cash received from timber sales $ 101,455 $ 98,385 $ -
Cash received from other income 7,479 - -
Cash paid to suppliers and employees (1,250,527) (427,470) (269,663)
-------------------------------------------------------------------------------------------
(1,141,593) (329,085) (269,663)
Financing
Issuance of capital stock 912,769 - 275,911
Receipt of share subscriptions receivable 250,000 250,000 -
-------------------------------------------------------------------------------------------
1,162,769 250,000 275,911
Investing
Purchase of capital assets (12,470) - (79)
Foreign currency translation adjustment 7,902 (5,213) 2,334
- ---------------------------------------------------------------------------------------------
Increase (decrease) in cash 16,608 (84,298) 8,503
Cash, beginning of period - 100,906 25,747
- ---------------------------------------------------------------------------------------------
Cash, end of period $ 16,608 $ 16,608 $ 34,250
=============================================================================================
</TABLE>
Non-cash financing and investing activities (note 4)
See accompanying notes to financial statements
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<PAGE>
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Consolidated Statement of Stockholders' Equity and Comprehensive Income
$ United States
For the nine months ended February 29, 2000
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Deficit
Accumulated Accumulated
Capital Stock During the Other Total
-----------------------
Number Development Comprehensive Stockholders
of Shares Amount Stage Income Equity
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ACIC
ANFMI balance, May 31, 1997 145,649 $ 60,626 $ (279,524) $ 2,759 $(216,139)
Issued for cash 4,974,351 469,611 - - 469,611
----------------------------------------------------------------------------------------------------------------
ANFMI balance, July 12, 1997, prior
to business combination with ACL 5,120,000 530,237 (279,524) 2,759 253,472
Adjustment to record business
combination
Reduction in the book value of
ANFMI's share capital
to that of ACL - (458,254) - - (458,254)
----------------------------------------------------------------------------------------------------------------
5,120,000 71,983 (279,524) 2,759 (204,782)
Shares of ANFMI issued to
acquire shares of ACL (above)
recorded at the carrying value of
AMFMI net assets 4,732,800 469,611 - - 469,611
----------------------------------------------------------------------------------------------------------------
ACIC balance, July 12, 1997,
after business combination 9,852,800 541,594 (279,524) 2,759 264,829
Issued during the period from
July 13, 1997 to May 31, 1998:
Conversion of note payable to
common shares 300,000 195,776 - - 195,776
Issued for cash 24,849 2,295 - - 2,295
----------------------------------------------------------------------------------------------------------------
10,177,649 739,665 (279,524) 2,759 462,900
Comprehensive income:
Loss - - (491,800) - (491,800)
Foreign currency translation adjustment - - - 30,509 30,509
Comprehensive income (loss) - - (491,800) 30,509 (461,291)
----------------------------------------------------------------------------------------------------------------
ACIC balance, May 31, 1998 10,177,649 739,665 (771,324) 33,268 1,609
Issued for cash 14,113,336 383,323 - - 383,323
Issued upon exercise of options 3,515,000 105,450 - - 105,450
Issued for services 6,798,000 188,046 - - 188,046
Subscribed shares 2,000,000 250,000 - - 250,000
Notes receivable - (105,450) - - (105,450)
----------------------------------------------------------------------------------------------------------------
26,426,336 821,369 - - 821,369
Comprehensive income:
Loss - - (483,469) - (483,469)
Foreign currency translation adjustment - - - 1,297 1,297
----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss) - - (483,469) 1,297 (482,172)
----------------------------------------------------------------------------------------------------------------
ACIC balance, May 31, 1999 36,603,985 1,561,034 (1,254,793) 34,565 340,806
Comprehensive income:
Loss - - (96,072) - (96,072)
----------------------------------------------------------------------------------------------------------------
Foreign currency translation adjustment - - - (4,348) (4,348)
----------------------------------------------------------------------------------------------------------------
Comprehensive income (loss) - (96,072) (4,348) (100,420)
----------------------------------------------------------------------------------------------------------------
ACIC balance, February 29, 2000 36,603,985 $1,561,034 $(1,350,865) $ 30,217 $ 240,386
----------------------------------------------------------------------------------------------------------------
</TABLE>
Refer to note 1c) for basis of presentation and consolidation.
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<PAGE>
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
$ United States
- --------------------------------------------------------------------------------
Aquatic Cellulose International Corp. was incorporated under the laws of the
State of Nevada. The Company's principal activity is the development under
authority, of equipment for underwater harvesting and/or salvaging of submerged
timber and the procurement of contracts for the harvest and salvage of submerged
timber.
1. Significant accounting policies:
a) Going concern
These financial statements have been prepared on the going concern
basis, which assumes the realization of assets and liquidation of
liabilities in the normal course of business. The application of the
going concern concept is dependent on the Company's ability to generate
future profitable operations and receive continued financial support
from its shareholders and other investors. As at February 29, 2000, the
Company, as a development stage company, has suffered recurring losses
and negative cash flow from operations, conditions that raise
significant doubt about the Company's ability to continue as a going
concern. Management is of the opinion that sufficient working capital
will be obtained from operations and external financing to meet the
Company's liabilities and commitments as they become payable.
b) General
The information included in the accompanying consolidated interim
financial statements is unaudited and should be read in conjunction
with the annual audited financial statements and notes thereto
contained in the Company's Report on Form 10-KSB for the fiscal year
ended May 31, 1999. In the opinion of management, all adjustments,
consisting of normal recurring accruals, necessary for a fair
presentation of the results of operations for the interim periods
presented have been reflected herein. The results of operations for the
interim periods presented are not necessarily indicative of the results
to be expected for the entire fiscal year.
c) Translation of Financial Statements
The Company's subsidiary, Aquatic Cellulose Ltd., operates in Canada
and its operations are conducted in Canadian currency.
The method of translation applied is as follows:
i) Assets and liabilities are translated at the rate of exchange in
effect at the balance sheet date, being US $1.00 per Cdn $1.4496
(May 31, 1999 - US $1.00 per Cdn $1.474) .
ii) Revenues and expenses are translated at the exchange rate in
effect at the transaction date.
iii) The net adjustment arising from the translation is included in
accumulated other comprehensive income.
d) Basis of presentation and consolidation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Aquatic Cellulose Ltd.
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<PAGE>
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 2
$ United States
- --------------------------------------------------------------------------------
1. Significant accounting policies (continued):
d) Basis of presentation and consolidation (continued)
Effective July 12, 1997, the Company completed the acquisition of 100%
of the outstanding common shares of Aquatic Cellulose Ltd. ("ACL"). As
ACL shareholders obtained effective control of the Company through the
exchange of their shares of ACL for shares of the Company, the
acquisition of ACL has been accounted for in these consolidated
financial statements as a reverse acquisition. Consequently, the figures
for the period from inception to February 29, 2000 presented in the
consolidated statements of loss and deficit and cash flows and the
figures in the consolidated statement of stockholders' equity and
comprehensive income are those of ACL, the legal subsidiary, together
with those of ANFMI from July 12, 1997 in accordance with generally
accepted accounting principles for reverse acquisitions. Effective
November 10, 1997, the Company changed its name from ANFMI to Aquatic
Cellulose International Corp. ("ACIC").
e) Capital assets
Capital assets are recorded at cost. Amortization is provided using the
following methods and annual rates which are intended to amortize the
cost of assets over their estimated useful life:
<TABLE>
<CAPTION>
-----------------------------------------------------------
Asset Method Rate
-----------------------------------------------------------
<S> <C> <C>
Computer equipment Declining balance 30%
Furniture and equipment Declining balance 20%
Leasehold improvements Straight-line 20%
-----------------------------------------------------------
</TABLE>
f) Revenue recognition
The Company recognizes revenue from the harvesting of salvage timber at
the point in time when the actual sale has been completed for the
recovered timber.
g) Start-up costs
Costs incurred in the period prior to revenue being recognized from the
sale of salvage timber are expensed as incurred. These costs include
engineering design, research and development costs, shop and
fabrication, and travel.
h) Management estimates
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amount of revenues and expenses during the period. Actual results could
differ from those estimates.
i) Financial instruments
The fair values of the Company's cash, accounts and share subscriptions
receivable and accounts payable and accrued liabilities approximate
their carrying values due to the relatively short periods to maturity of
the instruments. The maximum credit risk exposure for all financial
assets is the carrying amount of those assets.
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<PAGE>
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 3
$ United States
- --------------------------------------------------------------------------------
1. Significant accounting policies (continued):
j) Earnings (loss) per share
Earnings (loss) per common share is calculated based on the net income
and the weighted average number of shares outstanding during the
period. For all periods, the computation of diluted earnings (loss) per
share was anti dilutive, therefore, the amounts reported for basic and
diluted earnings (loss) per share were the same.
k) Income taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss carry forwards are available
future tax deductions
Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
When it is not considered to be more likely than not that a deferred
tax asset will be realized, a valuation allowance is provided for the
excess.
l) Commitments and contingencies
Liabilities for loss contingencies, including environmental remediation
costs, arising from claims, assessments, litigation, fines and
penalties and other sources are recorded when it is probable that a
liability has been incurred and the amount of the assessment and/or
remediation can be reasonably estimated. Recoveries from third parties
which are probable of realization are separately recorded, and are not
offset against the related environmental liability, in accordance with
Financial Accounting Standards Board Interpretation No. 39, "Offsetting
of Amounts Related to Certain Contracts."
m) Accounting standards change
In June, 1998, the Financial Accounting Standards board issued SFAS no.
133, "Accounting for Derivative Instruments and Hedging Activities."
Adoption of this statement is not expected to have a significant impact
on our results of operations or financial position.
2. Capital assets:
=========================================================================
2000 1999
-------------------------------------------------------------------------
Accumulated Net book Net book
Cost amortization value value
-------------------------------------------------------------------------
Computer equipment $ 2,361 $1,378 $ 983 $ 967
Furniture and equipment 4,717 1,372 3,345 3,290
Leasehold improvements 5,010 3,007 2,003 1,969
-------------------------------------------------------------------------
$12,088 $5,757 $6,331 $6,226
=========================================================================
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<PAGE>
AQUATIC CELLULOSE INTERNATIONAL CORP.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements, page 4
$ United States
- --------------------------------------------------------------------------------
3. Capital stock:
The Company's authorized capital stock consists of:
50,000,000 common shares with a par value of $0.001 per share
10,000,000 preferred shares with a par value of $0.001 per share,
issuable in series
4. Statement of cash flows:
The cash flow from operations on the Company's statement of cash flows
prepared under the indirect method for the nine months ended February 29,
2000 and February 28, 1999 are as follows:
-------------------------------------------------------------------------
2000 1999
(Unaudited) (Unaudited)
-------------------------------------------------------------------------
Net loss $ (96,072) $(447,271)
Non-cash items
Amortization 760 2,094
Financial and promotional consulting - 169,241
Changes in non-cash working capital
(Increase) decrease in accounts receivable (254,740) 10,509
Increase (decrease) in accounts payable 20,967 (4,236)
-------------------------------------------------------------------------
$(329,085) $(269,663)
=========================================================================
There were no non-cash financing or investing activities for the nine
months ended February 29, 2000. During the nine months ended February 28,
1999, the Company issued shares in exchange for services amounting to
$169,241.
5. Income taxes:
The Company has non-capital losses available to reduce future years' income
for Canadian tax purposes. Management has determined that utilizing these
losses is unlikely, and therefore the benefit of which has not been
recorded in the accounts of the Company. These losses expire as follows:
------------------------------------------------------
$ Canada
------------------------------------------------------
2003 159,077
2005 570,428
2006 382,035
------------------------------------------------------
$1,111,540
======================================================
6. Comparative figures:
Certain of the comparative figures have been restated to conform with the
presentation adopted in the current year.
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<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Plan of Operations
The short-term objectives of the Company are the following:
1. Continue expansion of the Brazilian harvesting project. This
expansion will require additional equipment and labor plus training and support.
Implementation of these items have already started.
2. Seek out and develop key alliances, acquisitions and joint ventures.
3. Establish new lumber markets, especially with respect to rare and
exotic species.
4. Expand international operations to a third continent.
5. To complete the pre-operation trials of the ATH-120 harvester, begin
its mass production and place these machines into operation.
The Company's long-term objectives are as follows:
1. To increase lumber reserves to a level that will provide for future
revenues and long term growth.
2. To continue upgrades of the patented robotic technology.
Over the next twelve months, Management is of the opinion that sufficient
working capital will be obtained from operations and external financing to meet
the Company's liabilities and commitments as they become payable. The Company
has in the past successfully relied on private placements of common stock
securities, bank debt, loans from private investors and the exercise of common
stock warrants in order to sustain operations.
There is no expected or planned sale of plant and/or significant equipment
by the Company.
The Company's work force is expected to remain the current level for the
next twelve months.
Results of Operations
Three Months Year-to-Date
- -------------------------
The Company had revenue of $353,125 for the three months and nine months
ended February 29, 2000 as compared to no revenue for the three months and nine
months ended February 28, 1999. This revenue was derived from the Brazil
harvesting project. Operating costs and expenses were $151,939 for the three
months ended February 29, 2000 as compared to $75,930 for the same period ended
February 28, 1999, an increase of $76,009 or 100%.
Engineering expense accounted for $54,839 of the increase in operating
expenses over the same three months period in the prior year. This increase in
engineering expense relates to the upgrading of downstream infrastructure being
used to support the harvesting of the Brazil project. Selling, general and
administrative
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<PAGE>
increased $20,893 over the same three months period prior year. This increase
was a result of increased consulting expenses relating to the Brazilian project.
Liquidity and Capital Resources
- -------------------------------
Net cash (used) in Operating Activities for the nine months ended February
29, 2000 and 1999 was $(329,085) and ($269,663) respectively.
Net cash used in investing activities was $0 and $(79) for the nine months
ended February 29, 2000 and 1999 respectively.
Net cash from financing activities was $250,000 and $275,911 for the nine
months ended February 29, 2000 and 1999 respectively, reflecting a change of
$(25,911).
Foreign currency translation had an adjustment of $(5,213) for the nine
months ended February 29, 2000 versus an adjustment of $2,334 for the same nine-
month period in the prior year, reflecting a change of $(7,547).
Net (loss) decreased from a loss of $(447,271) for the nine months ended
February 29, 1999 to a loss of ($96,072) for the nine months ended February 29,
2000, an decrease of $351,199.
Year 2000 Issue
- ---------------
The Company experienced no impact from the year 2000 issue on its business.
PART II. OTHER INFORMATION
---------------------------
ITEM 1. Legal Proceedings
The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.
ITEM 2. Changes in Securities and Use of Proceeds
A total of 26,426,336 shares of common stock, par value $.001 (the
"Shares"), have been issued by the Company since May 31, 1998 for cash or
services rendered to the Company, absent registration under the Securities Act
of 1933, as amended (the "Securities Act"). Part of these shares were offered
pursuant to the exemption provided by Rule 504 of Regulation D (10,523,336
Shares) where such offering price in the aggregate did not exceed $1,000,000 and
all purchasers were accredited investors as defined in Rule 501(a) of Regulation
D, with the remaining shares offered pursuant to the exemption provided by
Section 4(2) of the
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<PAGE>
Securities Act for transactions by an issuer not involving a public offering for
payment of services provided by vendors and/or consultants. The Shares issued
are as follows.
In August, 1998, the Company issued 1,000,000 restricted Shares to Big
Rock Marketing Group and 720,000 restricted Shares to Chelsey Technology Corp.
valued at $.03 per share (a 55% discount to market) which amounted to $30,000
and $21,600 respectively as payment for public relations services rendered to
the Company and represented fair value for services rendered. The shares were
issued pursuant to the exemption provided for under Section 4(2) of the
Securities Act of 1933, as amended, as a "transaction not involving a public
offering."
In October, 1998, the Company issued 1,000,000 restricted Shares to
Big Rock Marketing Group and 500,000 restricted Shares to P. Daoust valued at
approximately $.03 per Share (approximately 50% of market value) as
compensation for public relations services rendered to the Company and
represented fair value for services rendered. The value was a negotiated
settlement amount. The shares were issued pursuant to the exemption provided
for under Section 4(2) of the Securities Act of 1933, as amended, as a
"transaction not involving a public offering."
In November, 1998, the Company issued 1,028,000 restricted Shares to
various consultants for services rendered to the Company valued at approximately
$.03 per share (approximately market value and these shares represented fair
value for services rendered). The shares were issued pursuant to the exemption
provided for under Section 4(2) of the Securities Act of 1933, as amended, as a
"transaction not involving a public offering."
In December, 1998, the Company issued 3,250,000 restricted shares to
various consultants for public relations services rendered valued at $.03 share
(approximately market value and these shares represented fair value for services
rendered) per share and 240,000 restricted Shares valued at $0.146
(approximately market value which was rising and these shares represented fair
value for services rendered) to Sean Ackles as compensation rendered in his
position as an Officer of the Company. Mr. Ackles related services were
performed in the prior year. These shares were issued pursuant to the exemption
provided for under Section 4(2) of the Securities Act of 1933, as amended, as a
"transaction not involving a public offering."
In January, 1999, the Company issued 1,350,000 restricted shares to
various consultants and vendors for services and product rendered. These shares
were valued at approximately $.03 per share (approximately market value and
represented fair value for services rendered). These shares were issued pursuant
to the exemption provided for under Section 4(2) of the Securities Act of 1933,
as amended, as a "transaction not involving a public offering."
In February, 1999, the Company issued 10,523,336 shares to various
investors pursuant to the exemption to registration provided under Rule 504 of
Regulation D of the Securities Act of 1933, as amended. These shares were sold
at $.03 per share (sale price was set at approximately a 30% discount to market
at the time of filing).
In April 1999, the Company issued 3,515,000 restricted shares to
various Officers of the Company who exercised options granted in February, 1999
for services rendered in their positions. These shares were valued at $.03 per
share, which was market value on the date the options were granted. In addition
the
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<PAGE>
Company also issued 3,000,000 restricted shares valued at $.10 per share to
Consultants for public relations services rendered to the Company (issuance
price was a negotiated settlement price). These shares were issued pursuant to
the exemption provided for under Section 4(2) of the Securities Act of 1933, as
amended, as a "transaction not involving a public offering." (see note 4 to the
financial statements).
In May, 1999, the Company issued 500,000 restricted Shares valued at
$.10 per share (price reflected market price) to a Consultant for public
relations services rendered to the Company and these shares represented fair
value for services rendered. These shares were issued pursuant to the exemption
provided for under Section 4(2) of the Securities Act of 1933, as amended, as a
"transaction not involving a public offering."
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
27 Financial Data Schedule (Previously Filed)
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<PAGE>
SIGNATURES
----------
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.
Registrant: AQUATIC CELLULOSE INTERNATIONAL CORP.
Signature Title Date
- --------- ----- ----
By: /s/ Gary Ackles Chief Executive Officer, April 20, 2000
---------------
Gary Ackles Director - Chairman
By: /s/ Claus Wagner-Bartak Director April 20, 2000
-----------------------
Claus Wagner-Bartak
-------------------
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