FORM 10-KSB/Amendment
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the Transition Period from ________ to ________
Commission File #0-11078
THE AMERICAN EDUCATION CORPORATION
(Exact name of registrant as specified in its charter)
Colorado (State or other jurisdiction of incorporation, or
organization)
84-0838184 (IRS Employer Identification number)
7506 N. Broadway Extension, Suite 505, Oklahoma City, OK 73116
(Address of principal executive offices)
(405) 840-6031
(Registrant's telephone number, including area code)
Not Applicable
(Former Name, former address and former fiscal year, if changed
since last report)
Securities registered pursuant to Section 12(b) of the Exchange
Act: NONE
Securities registered pursuant to Section 12(g) of the
Exchange Act:
Common Stock, par value $.025 per share
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 [ ]
Indicate by check mark if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B contained in
this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. YES [ ] NO [X]
Revenues for the year ended December 31, 1997 $3,670,654
On February 6, 1998 the aggregate market value of the Common
Stock of the registrant held by non-affiliates based on the last
sale price of the registrant's Common Stock on such date, was
approximately $3,337,576.
Number of shares of the registrant's common stock outstanding as
of December 31, 1997:
12,183,579
Transitional Small Business Disclosure Format YES [ ] NO [X]
Item 13. Exhibit, Financial Statement Schedules, and Reports on
Form 8-K.
- -----------------------------------------------------------------
(a) The following documents have been filed as a part of this
annual report:
Exhibit No. Description of Exhibits
- ----------- -----------------------
3.1* Articles of Incorporation of The American Education
Corporation
3.2* Bylaws of The American Education Corporation
11.1** Statement re: computation of per share earnings
21** Subsidiaries of The American Education Corporation
27.1** Financial Data Schedule (filed only with the SEC)
* Previously filed with the Securities and Exchange Commission
as an exhibit to the Company's registration statement on Form
S-18 (File no 2-78660-D)
** Filed herewith
(b) Reports on Form 8-K, the Company filed with the SEC a Current
report on Form 8-K announcing the acquisition of Projected
Learning
Programs, Inc.
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.
The American Education Corporation
April 16, 1998 By: /s/Jeffrey E. Butler,
----------------------
Chief Executive Officer
Chief Financial Officer
Chairman of the Board
Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Name Title Date
/s/Jeffrey E. Butler Chief Executive Officer April 16, 1998
Chief Financial Officer
Chairman of the Board
Treasurer
/s/Monty C. McCurry Director April 16, 1998
/s/Newton W. Fink Director April 16, 1998
/s/Stephen E. Prust Director April 16, 1998
THE AMERICAN EDUCATION CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years ended December 31, 1997 and 1996
Additional
Common Stock paid in Retained
Shares Amount capital deficit
----------------- ----------- ---------
Balance at
December 31, 1995 8,570,865 $214,272 $4,083,616
$(5,498,520)
Issuance of common
stock for cash at
$.20-$.50 per share 546,517 13,663 229,596 --
Issuance of common
stock upon conversion
of debts at $.20-$.75
per share 2,689,770 67,244 921,213 --
Issuance of common
stock for services
rendered at $.02
per share 363,677 9,092 (1,795) --
Net Income 122,681
Balance at ---------- ------- --------- ---------
December 31, 1996 12,170,829 304,271 5,232,630 $(5,375,839)
Issuance of common
stock for services
at $.375 per share 12,750 319 4,463 --
Net Income 2,511,552
----------- ------- ---------- ---------
Balance at
December 31, 1997 12,183,579 $304,590 $5,237,093$(2,864,287)
See accompanying notes and accountants' report.
F-4
Exhibit 21
- ----------
Subsidiaries of The American Education Corporation
Projected Learning Programs, Inc., a Nevada corporation
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from - Form
10-KSB and is qualified in its entirety by reference to such
financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 283,636
<SECURITIES> 0
<RECEIVABLES> 656,092
<ALLOWANCES> (32,805)
<INVENTORY> 8,168
<CURRENT-ASSETS> 960,806
<PP&E> 314,998
<DEPRECIATION> (150,938)
<TOTAL-ASSETS> 3,395,403
<CURRENT-LIABILITIES> 613,246
<BONDS> 0
0
0
<COMMON> 304,590
<OTHER-SE> 2,372,806
<TOTAL-LIABILITY-AND-EQUITY> 3,395,403
<SALES> 3,670,654
<TOTAL-REVENUES> 3,670,654
<CGS> 266,980
<TOTAL-COSTS> 2,514,394
<OTHER-EXPENSES> (119,549)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,919
<INCOME-PRETAX> 1,001,910
<INCOME-TAX> (1,509,642)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,511,552
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.19
</TABLE>
