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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 1998
DIATECT INTERNATIONAL CORPORATION
(Formerly APPLIED EARTH TECHNOLOGIES, INC.)
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-10147 95-3555738
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(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
221A West 37th Street, Boise, Idaho 83714
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(Address of principal executive office)
Registrant's telephone number, including area code: (208) 342-2273
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3335 South 900 East, Suite 230, Salt Lake City, UT
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
[Diatect International Corporation Letterhead]
October 9, 1998
Dear Shareholders,
Since my communique to you in January of this year, a great many serious
issues have arisen and have been handled.
A recent event, however, prompts me to again communicate with you. Diatect
International Corporation (Diatect) no longer owns the majority of the White
Mountain Mining and Manufacturing Company's stock, which means that Diatect no
longer controls the future use of proven diatomaceous earth (D.E.) deposits on
federal lands in Eastern Oregon. Some years ago, John Wilding provided
funding to the company, secured by the company's White Mountain stock. When
the debt was not repaid, Mr. Wilding brought legal action against the company
and after obtaining judgment, foreclosed on the collateral. While that
foreclosure eliminated the debt to Mr. Wilding, it also removed the value of
the mineral locations on federal land from Diatect's asset base, which we
valued at $4,370,390. This report to shareholders is being filed as a report
to the S.E.C. under Form 8K.
Though the parties worked together to find an alternative to the foreclosure,
and though Mr. Wilding has advised Diatect that he is willing to sell the
stock back to Diatect for payment of the original amount of the debt and his
associated expenses (totaling $235,335.05), Diatect no longer has proven
reserves of diatomaceous earth as an asset of the company. In anticipation of
this situation, management has developed the means to assure a reliable supply
of D.E. into the foreseeable future.
Over the years, Diatect has been purchasing its D.E. requirements from major
mining companies in the western U.S.; companies with large deposits of DE
which are primarily in the business of supplying products to companies such as
our own. We will continue to purchase D.E. from those well established firms.
The loss of the White Mountain property does not impair or impede our ability
to continue in our business in any way. Diatect purchases D.E. which has been
processed to our requirements without the necessity of further benefaction.
The White Mountain deposit of D.E. was always an undeveloped, long-term,
future source of D.E. which would have required the investment of large
amounts of capital to be placed on-line as a reliable source of supply. Our
continuing efforts to manage the situation hold the realistic promise of
secure sources of D.E. for the foreseeable future.
On the more positive side, work has been done to update the plant together
with the installation of state-of-the-art analytical equipment permitting
improved quality control in manufacture of our products, and new material
handling systems which eliminate dust from the production environment. Our
distribution network is slowly but positively growing and product is being
sold to customers. Our newest product line, Diatect Multipurpose Insecticide
II (dubbed "Diatect II" by loyal customers) has been registered and introduced
into the marketplace. We have conferred with our audit firm and now intend to
add the value of the new label, $1,250,000, to our corporate asset base for
1998.
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New product lines are under development which will expand Diatect's presence
in the marketplace. The Product Labels have been totally reworked to conform
to changing U.S. EPA requirements, and our products are registered for sale in
16 states under the local pesticide regulation programs. Additionally, we
have reinstated our membership with the Uniform Code Council which permits
everyone within our distribution chain to make use of "zebra" bar codes in the
transport, warehousing and sale of our products.
As you are aware, this summer the corporation completed the difficult task of
changing the corporation's name from Applied Earth Technologies, Inc. (ERTG)
to Diatect International Corporation (DTCT). This was required by the State
of California in order avoid name confusion with an older California company
with a substantially identical name. Our corporate household is in good order
in California, Kansas and Idaho. We have paid off all of the state and
federal taxes, in full.
We believe we are in the final stretch of getting the company back into full
compliance with the S.E.C. It has been a task which has tested us severely.
The company's independent auditors/CPAs have stated that the 1996 10K
financial reports are in their final stages of completion. The 1997 10K
financial reports are also nearing completion. The many months' delay in
getting these reports finished has been due to the need to completely and
totally reconstruct the 1996 business year from bank microfiche records and
plant files. It has been a tedious, exasperating and expensive process, not
to mention the frustration of delays in raising the funds necessary to obtain
the independent audits in the first place.
Our goal now is to have the company in compliance in November and to call a
shareholders' meeting in December or January depending on the normal end of
year and holiday travel circumstances.
The objectives defined in the Diatect International Corporation Business Plan
remain unchanged, except that our Mission Statement as been restated as
follows:
Utilizing state-of-the-art technology, knowledge and experience, foster the
growth of the company on behalf of its shareholders by producing and
distributing a proven line of environmentally friendly natural insecticides
and related agricultural and industrial products.
I will advise you in the near future about the forthcoming shareholders
meeting.
Finally, the folks who help us stay on the straight and narrow as we march
forward urge that I include the following:
Special Notice
This announcement includes forward looking statements that involve risk and
uncertainties. The forward looking statements in this announcement are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially due to a variety of
factors, including without limitation to the company's ability to produce and
market products or services and other risks detailed from time to time in the
company's reports which will be filed with the Securities and Exchange
Commission.
Sincerely,
G.H. "Herb" Henderson, Ph.D.
President & Chairman of the Board of Directors
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
DIATECT INTERNATIONAL CORPORATION
Date: October 13, 1998 /S/George H. Henderson, President and
Chairman of the Board of Directors
