SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_____________
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of theSecurities Exchange Act of 1934
For the fiscal year ended 08/31/95 Commission File No. 06348
AMERICAN PLASTICS & CHEMICALS INC.
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(Exact name of registrant as specified in its charter)
Delalaware 95-2461288
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
400 N. St. Paul Street, Suite 890
Dallas, TX 75201 (214) 871-9650
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(Address of principal executive (Registrant's telephone
offices, including zip code) number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
Common Stock, $0.01 par value
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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 No X
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K.
As of October 31, 1996 the aggregate market value of the registrant's
voting Common Stock, computed by reference to the last reported sales price of
the registrant's Common Stock on the National Association of Securities
Dealers' (NASD) Bulletin Board Exchange as of such date, held by
non-affiliates of the registrant, was approximately $4,883,925. On October
31, 1996 there were 29,466,626 shares of the registrant's Common Stock
outstanding.
The index to Exhibits is located on pages 21 and 22.
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TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . 1
Introduction to the Company. . . . . . . . . . . . . . . . . . . . . . 1
General Development of the Business. . . . . . . . . . . . . . . . . . 1
Origin and Current Status of MDI Technology. . . . . . . . . . . . 2
Availability of Competent Technical Staff. . . . . . . . . . . . . 3
The Worldwide MDI Market . . . . . . . . . . . . . . . . . . . . . 3
Marketing Efforts. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Project Management and Engineering Consulting Services . . . . . . 4
The China Project . . . . . . . . . . . . . . . . . . . . . . . 4
The Radiant Heat Technology. . . . . . . . . . . . . . . . . . . . 6
Technology Descriptions. . . . . . . . . . . . . . . . . . . . . . . . 6
Flash Desulfurization Gasification and CaC2 Process. . . . . . . . 6
Methyl Di-para-phenylene Isocyanate. . . . . . . . . . . . . . . . 7
Polyurethanes. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Technology Demonstrations. . . . . . . . . . . . . . . . . . . . . . . 7
Flash Desulfurization Gasification Process . . . . . . . . . . . . 7
CaC2 Process . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Methyl Di-para-phenylene Isocyanate. . . . . . . . . . . . . . . . 8
Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
CaC2 Application . . . . . . . . . . . . . . . . . . . . . . . . . 8
FDG Application. . . . . . . . . . . . . . . . . . . . . . . . . . 9
Methyl Di-para-phenylene Isocyanate. . . . . . . . . . . . . . . . 9
Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Energy Regulation. . . . . . . . . . . . . . . . . . . . . . . . .10
Environmental Regulation . . . . . . . . . . . . . . . . . . . . .10
Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Corporate Offices. . . . . . . . . . . . . . . . . . . . . . . . . . .11
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . .11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . .11
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY
AND RELATED SHAREHOLDER MATTERS . . . . . . . . . . . . . . .12
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . .12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . .12
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . .13
Capital Resources and Liquidity. . . . . . . . . . . . . . . . . . . .13
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . F-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . F-2
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . .F-20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . .15
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY . . . . . . . .16
Compliance With Section 16(a) of the Exchange Act. . . . . . . . . . .17
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . .19
Employment Agreements. . . . . . . . . . . . . . . . . . . . . . . . .19
Compensation of Directors. . . . . . . . . . . . . . . . . . . . . . .19
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . .20
PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, . . . . . . . . . . . .21
AND REPORTS ON FORM 8-K
Documents Filed As a Part of This Report . . . . . . . . . . . . . . .21
Financial Statements . . . . . . . . . . . . . . . . . . . . . . .21
Financial Statement Schedules. . . . . . . . . . . . . . . . . . .21
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
EXHIBIT (11) COMPUTATION OF PER SHARE EARNINGS . . . . . . . . . . . . . .23
EXHIBIT (20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS . . . . . .23
EXHIBIT (21) SUBSIDIARIES OF THE REGISTRANT As of August 31, 1995. . .23
EXHIBIT (99)(i) SUMMARY COMPENSATION TABLE FOR THE YEARS ENDED
AUGUST 31, 1995, 1994 AND 1993 . . . . . . . . . . . . . . .24
EXHIBIT (99)(ii) INFORMATION REGARDING REGISTRANT'S STOCK TRANSFER AGENT .25
<PAGE>
PART I
ITEM 1. BUSINESS
INTRODUCTION TO THE COMPANY
The registrant was incorporated in the State of Delaware on August 8, 1966
as Photo-Scan Corporation ("Photo-Scan"). Photo-Scan's name was changed on
January 7, 1978 to Petrofina, Inc. and, due to a conflict with a similarly
named company, to Petro Oil & Gas, Inc. ("Petro") on April 20, 1978. Petro
was later reorganized under Chapter 11 of the Bankruptcy Code and was
discharged from bankruptcy on May 14, 1985. Petro's name was changed to
American Plastics & Chemicals Inc. ("APAC") on November 18, 1989.
In March 1987 the Company acquired via an exchange of stock a 100 percent
(100%) ownership interest in Via Dana Ltd., Inc. ("Via Dana), a Nevada
corporation. Via Dana had been established to hold and administer certain
leasehold rights to real property in the Republic of Mexico, including the
right to develop a large mineral deposit underlying the property. In November
1990 the Company formed ACME Power Company ("ACME Power Company"), a
wholly-owned Wyoming corporation. ACME Power Company was established to own
and operate the ACME Power Plant, a 12 mega-watt, shut-in, coal-fired power
plant located in Sheridan, Wyoming the Company planned to acquire for
technology demonstration purposes. However, the Company's intended purchase
of the Acme Power Plant was never concluded.
Neither Via Dana or ACME Power Company functioned as an operating entity
during fiscal year 1995 and both subsidiaries were legally dissolved by action
of the Company's Board of Directors on May 4, 1995. Therefore, as used
herein, the terms "American Plastics & Chemicals Inc.", "Company" and "APAC"
refer only to American Plastics & Chemicals Inc. and do not refer to any
subsidiary entities.
APAC is classified as a "development stage company", which is a term used
to describe a company that has yet to generate any revenues from its
operations. Accordingly, all of the business discussed in "ITEM 1.
BUSINESS", and elsewhere in this report, is business the Company expects to
obtain in the future. However, there is absolutely no guarantee the business
will materialize as expected.
APAC provides project management and engineering consulting services to
certain sectors of the plastics and chemicals industries where the Company
believes it possesses special qualifications or expertise or can obtain such
qualifications or expertise from its reserve of technical consultants. Two
such market sectors are; (i) isocyanates, particularly the manufacture of
methyl di-para-phenylene isocyanate ("MDI"), a key feedstock consumed in the
production of high value-added polyurethanes, and (ii) the development and
manufacture of proprietary polyurethane end products which utilize isocyanates
as their primary raw material. The Company also seeks to participate in joint
ventures with above average economic return and/or growth potential.
APAC is also engaged in developing and licensing certain proprietary
radiant heat technology having application in:
(i) the cost-effective co-production of calcium carbide and sulfur-free
fuel gases directly from raw coal and raw limestone; and
(ii) coal desulfurization gasification.
APAC's corporate offices are located at 400 N. St. Paul St., Suite 890,
Dallas, TX 75201. Telephone and facsimile numbers are (214) 871-9650 and
(214)871-1910, respectively. APAC's e-mail address is [email protected].
GENERAL DEVELOPMENT OF THE BUSINESS
The Company commenced commercial operations in 1987 and from that date
through 1993 the Company's primary business focus was on research and
development of proprietary technologies related to the plastics and chemicals
industries. In 1989 the Company acquired an option to purchase a unique
radiant heat technology from Edwin Matovich, a California inventor. The
technology, which APAC has now purchased, provides for the gasification of
coal by introduction of a prescription mixture of raw coal and raw limestone
into a high-temperature (>4,000 deg. F) radiant reactor. In the first
application of the technology, referred to as Flash Desulfurization
Gasification (the "FDG Application"), sulfur-free nitrogen, hydrogen, and
carbon monoxide gases are produced. The nitrogen can be extracted for a
variety of highly profitable uses, and the remaining hydrogen and carbon
monoxide can be combined to form a low BTU (300-350 BTUs per MCF) sulfur-free
gas suitable for use as a clean-burning fuel in low-BTU gas turbines primarily
used to generate electricity. The second application of the technology,
referred to as the "CaC2 Application", utilizes a continuous mode process to
produce calcium carbide. Calcium carbide can be combined with water to form
acetylene, a highly versatile gas technically and economically competitive
with ethylene and propylene. A more detailed description of the Company's
radiant heat technology will follow later in this report.
From 1989 through 1993, APAC directed virtually all of its manpower and
capital resources into development and commercialization of its radiant heat
technology. Mr. Matovich, the technology's inventor, actively participated in
these development efforts by joining APAC as a member of its Board of
Directors and as its senior technical officer.
In mid-1993 the Company began a reevaluation of its historical business
strategy of restricting operations to only R&D. This reassessment did not
emanate from any doubts or concerns the Company had about the commercial
viability of its radiant heat technology. APAC was at the time, and continues
to be, highly confident of the technology's commercial potential. The
Company's reassessment of its historical business strategy was the result of
other factors, namely: (i) a change of the Company's senior-level management;
(ii) the ever increasing difficulty of securing funding for the Company's R&D
efforts; and (iii) the diagnosis of Mr. Matovich's terminal cancer. The
Company fully recognized that Mr. Matovich's death (which came in December
1993) would have a short-term negative impact on its ability to further
develop and commercialize the radiant heat technology.
APAC's reevaluation of its operating strategy led the Company to conclude
it should move quickly to expand its business operations beyond R&D. The
Company further concluded that expansion into two specialty chemicals and
plastics market sectors would have a high probability of success. These two
markets were: (i) the provision of project management and engineering
consulting services in the highly specialized field of isocyanates production,
particularly the manufacture of MDI, and (ii) the development and manufacture
of proprietary polyurethane end-products which use MDI as their primary raw
material. APAC's conclusions were based on the Company's evaluation of
several critical factors, among which were: (i) the Company's ability to
develop or obtain suitable isocyanates technology, (ii) the Company's ability
to locate and hire competent technical staff, and (iii) the market for MDI and
downstream polyurethane products.
Origin and Current Status of MDI Technology
MDI is an acronym which describes a range of specialty chemical feedstocks
used in the production of a wide variety of high-quality, high value-added
plastics, particularly polyurethanes. Products which use MDI as their primary
raw material include synthetic leathers, spandex, shoe soles, auto body and
interior components, adhesives and sealants, and all types of foams, including
furniture, packaging and rigid insulation and construction foams.
The MDI industry originated in the early 1970's due to the pioneering
efforts of companies such as BASF Corporation ("BASF") and Bayer AG ("Bayer"),
both headquartered in Germany, Imperial Chemical Industries ("ICI") of the
United Kingdom, and Upjohn Company ("Upjohn") and Dupont of the United States.
Dupont's technology was purchased by Chematur Engineering of Sweden in the
late 1980's and Dow Chemical Company ("Dow") of the United States obtained
Upjohn's technology when it acquired that company's chemicals business in
1985.
The pioneers of the industry obtained patent protection for most of their
ground-breaking research and development in isocyanates, and this patent
protection assured them of almost total control of the industry until very
recently. Their domination of the industry has been so complete that in 1995
BASF, Bayer, ICI, and Dow still owned or controlled almost ninety percent
(90%) of total worldwide MDI production capacity. However, the isocyanates
industry is now a mature industry, and patents which once protected the basic
technology have expired. Well-proven technology, capable of economic and
efficient production of the very highest quality MDI, is now available in the
public domain. No longer is the lack of access to technology a barrier to
companies such as APAC who wish to participate in the manufacture and
marketing of isocyanates.
Availability of Competent Technical Staff
APAC's decision to market project management and engineering consulting
services to the isocyanates and polyurethanes markets required that the
Company seek out and engage additional technical staff with outstanding
qualifications and experience in these specialty fields. Some of the staff
the Company needed were already known to APAC, and a core group of these
individuals were hired as consultants in late 1993 to assist the Company in
its initial marketing efforts. The Company located and interviewed other
outstanding technical personnel in 1995 after it executed a joint venture
agreement with a People's Republic of China ("PRC" or "China") entity to
design, construct, and operate a 40,000 metric ton per annum ("MTA") MDI plant
in China. Some of these additional personnel have already been engaged as
consultants to APAC, and all of the staff members will join the Company on a
full-time basis upon completion of the funding for the China project. A more
detailed description of the China project will follow later in this report.
The Company's search for personnel possessing superior qualifications and
experience in isocyanates was focused on three engineering disciplines, these
being chemical, mechanical, and electrical. APAC's criteria for the chemical
engineers required that they have substantial experience in isocyanates, both
in MDI and in toluene diisocyanate ("TDI"). The staff secured by APAC have
between 17 and 31 years of experience, with virtually all of that experience
being in the field of isocyanates. APAC also wanted personnel with direct
plant operating experience, as well as experience in isocyanates plant design,
construction, and start-up. All of the engineers possess such experience, and
most have attained at least a portion of that experience in a foreign locale.
The mechanical engineers APAC sought were required to have substantial
experience in management of the maintenance function in large chemical process
plants, particularly isocyanates or polyurethane plants. The personnel
secured by APAC have between 17 and 22 years of the requisite experience.
They also have experience managing the maintenance function in foreign sited
facilities.
The electrical engineering personnel the Company sought were required to
have outstanding credentials in the design and operation of sophisticated
instrumentation and process control systems. The key individual destined to
head this function has over 30 years of such experience, with the majority of
that experience attained in a remote or foreign environment.
APAC has assembled the extremely competent staff it needs to provide
project management and engineering consulting services in the highly
specialized isocyanates and polyurethanes market sectors. Furthermore, the
Company's core staff can be quickly augmented through the addition of
similarly qualified personnel when warranted by market conditions. APAC
believes its technical staff is comparable, if not superior, to any other
staff operating in the field, regardless of company size or reputation.
Although the Company has identified, and reached tentative agreements to
employ, virtually all of the technical staff it sought, the current lack of
firm contracts for the Company's services has prevented it from employing all
of the staff on a full-time basis. However, many of the technical staff have
been serving as consultants to the Company, some for periods of up to three
and one-half years, and all will become full-time employees upon funding and
commencement of a major project such as the China project which is described
later in this report.
The Worldwide MDI Market
APAC's 1993 analysis of the worldwide MDI market confirmed that this market
was susceptible to entry by a new supplier of project management and
engineering consulting services. While the MDI market had been in a state of
oversupply for almost a decade, worldwide demand for the product(s) had been
increasing at a average annual compound growth rate of between seven percent
(7%) and eight percent (8%) since the early 1980's and no significant new
additions to production capacity had been announced. It was clearly evident
the supply-demand ratio was approaching equilibrium and a shortage of supply
was rapidly developing that could last well into the first decade of the 21st
century, if not longer. Additional manufacturing capacity would have to be
built to meet the growing demand for MDI and additional providers of qualified
project management and engineering skills would be needed to design,
construct, and operate the new plants.
APAC's evaluation of the MDI market also led it to conclude the Company
should concentrate its initial marketing efforts in the Far East. This
conclusion was based on the following findings; (i) demand for MDI and
polyurethanes was growing approximately three times faster in the Far East
than it was in Europe and the United States, (ii) MDI production capacity in
the West far exceeded MDI demand in the West, while MDI demand in the Far East
far exceeded MDI production capacity in the Far East, (iii) the major
producers and marketers of MDI seemed to be unwilling to locate significant
manufacturing capacity in the Far East, (iv) the major producers and marketers
of MDI also seemed unwilling to license their technology to Far East
manufacturers, and (v) the major producers and marketers of MDI were unwilling
to build the smaller capacity plants more suited to the budgets of the
developing countries in the Far East.
MARKETING EFFORTS
Project Management and Engineering Consulting Services
The Company's decision to market project management and engineering
consulting services was well-founded. The marketplace, particularly the
market in the Far East, responded quite positively to APAC's market entry and
the Company quickly found itself in discussions and/or negotiations with
several prospective customers for its services. Thus far, the most notable
example of the Company's success in this field is its China project.
The China Project
On July 19, 1995, after more than two years of technical meetings and
discussions, APAC executed contracts in Beijing, China with Qingyang Chemical
Industrial Corporation ("QYCC") to form a joint venture named Liao Da Chemical
Industrial Co., Ltd. ("Liao Da" or the "Joint Venture"). The Joint Venture
will build and operate a 40,000 MTA MDI plant near the City of Liaoyang in
northeastern China. QYCC will own forty percent (40%) of the Joint Venture
and APAC will own the remaining sixty percent (60%) controlling interest in
the entity.
QYCC is a 50 year old state-owned manufacturing enterprise consisting of 16
factories, one design institute (engineering company), and three research
institutes. The Company has 20,000 employees and manufactures such products
as cotton fiber goods, civil explosives, polyurethane foam, automotive
components, food additives, pharmaceuticals, corrosion resistant duriron
equipment and chemical equipment. It is one of 13 chemical manufacturing
entities that comprise China North Chemical Industries Corporation
("NOCINCO"), which is the chemical division of China North Industries
Corporation ("NORINCO").
NORINCO is one of the most influential commercial and political
organizations in the PRC with more 300 operating units, including factories,
research institutes, engineering design and survey institutes, universities,
colleges, vocational schools, resource supply companies, trading companies,
and overseas offices and subsidiaries. The group has in excess of 800,000
employees and has fixed assets of approximately $10 billion. Products include
vehicles and engines, trucks, dump trucks, luxury coaches, mini-cars,
motorcycles, construction and engineering machinery, energy resource
equipment, light industry mechanical products, bicycles, firearms and
ammunition, optical and electronic goods, civil blasting accessories, and a
large range of industrial, pharmaceutical and organic chemical products.
APAC is to serve as Project Manager for the Joint Venture during design,
construction, and start-up of the MDI plant and is to receive fees of $9.5
million for its services in this capacity. APAC has contractually reserved
the right to name the key operating management of the Joint Venture, thereby
insuring the plant will be operated in accordance with western standards and
controls.
The MDI plant will be an extensive manufacturing complex consisting of
seven principal units, namely; the PMDI Production Unit, MDI Production Unit,
Wastewater Treatment Unit, Gasification Unit, Aniline Production Unit,
Chlorine/Caustic Soda Unit, and the Phosgene Unit. Construction of the
Aniline Production Unit (which includes an aniline plant and a nitrobenzene
plant) was begun in 1995 and will be completed by late 1996. The Joint
Venture will sell the aniline and excess nitrobenzene produced by this unit in
the world market until it is required for MDI production. The plant will be
built on a 52 acre site contiguous to QYCC's existing complex of manufacturing
facilities near the City of Liaoyang in Liaoning Province in northeastern
China. Rail transportation is available on the site, and a modern four lane
highway that runs 185 miles to Dalian, China's largest import-export port, is
only a 15 minute drive from the site. The site has excellent access to all
key raw materials.
Total investment in the Joint Venture is estimated to be approximately $160
million. This figure includes all of the Joint Venture's capital
requirements, including land and equipment costs, construction costs, and
items such as interest during construction, working capital, and APAC's
project management fee. PRC law requires that registered capital (equity) be
one-third of the total investment, or approximately $53 million. The project
debt would be approximately $107 million.
The debt requirement is to raised via project financing, with the borrower
to be the Joint Venture. However, APAC and QYCC are each individually
responsible for their respective equity contributions to the Joint Venture.
Therefore, APAC will be required to raise sixty percent (60%) of the total $53
million of equity, or approximately $35 million, inclusive of fees and
contingencies. APAC has engaged a renown international investment banking
firm to serve as the Company's financial advisor with regard to raising its
equity contribution. The investment banking firm will also serve as APAC's
financial advisor with regard to the structuring and raising of the Joint
Venture's project financing. The Company expects to raise the equity it
requires via private placements of convertible preferred stock and/or the sale
of ownership interests in a holding company to be formed by APAC to control
its sixty percent (60%) ownership interest in Liao Da.
The PRC currently consumes approximately 80,000 MTA of MDI and the
country's 15 percent plus (15%+) per annum growth in MDI demand is
considerably higher than the growth rate being experienced in the world
market. Domestic demand for MDI is forecast by the Ministry of Chemical
Industry of the PRC to rise to 160,000 MTA - 200,000 MTA by 2005. This
estimate is considered to be conservative as it assumes the demand for MDI
will only increase at a rate of eight percent (8%) or less per annum. There
is presently only one small producer of MDI in China with a capacity of 10,000
MTA, and the only new MDI plant approved in China's Ninth Five-Year Plan is
the plant to be constructed by QYCC and APAC. MDI demand will continue to
exceed MDI production in China for many years into the future.
A feasibility study of the project conducted by an independent engineering
firm was completed in November 1995. It confirmed Liao Da's viability,
including capital costs. An environmental impact report was completed, as
required by Chinese law, by a second independent engineering firm in December
1995. Based on these reports and the joint venture contracts between APAC and
QYCC, the Joint Venture has received preliminary approval from the relevant
Chinese State authorities. However, final approval of the Joint Venture is
subject to completion of funding.
APAC considers its participation in the Liao Da Joint Venture to be a rare
commercial opportunity for the following reasons:
- China has attractive polyurethane end markets with strong growth
rates;
- The Project is extremely important to the Chinese government;
- The technology to be utilized is mature and well-proven;
- THe Joint Venture site is in a desirable PRC location;
- APAC has operating control of the Joint Venture;
- APAC has a strong joint venture partner;
- There exists a low cost operating structure with substantial wage and
benefit savings relative to Western manufacturers; and
- The project has exceptional projected financial performance with high
rates of return on equity.
The Radiant Heat Technology
Edwin Matovich's death in December 1993 effectively eliminated the
Company's near-term ability to further develop and market the radiant heat
technology he invented. This situation was the result of two principal
factors. First, the Company had to replace Mr. Matovich and his unique
knowledge and abilities with a scientist of comparable competence in
high-temperature physics and high-temperature chemistry. A scientist of this
stature would be difficult to recruit and expensive to retain. Second, the
Company had to renew or replace its option to acquire the technology, as the
option it had held expired shortly before Mr. Matovich's death.
APAC has lost none of its enthusiasm for the radiant heat technology, nor
does the Company have any doubts or concerns regarding its commercial
potential. This is evidenced by the fact APAC recently completed its purchase
of the technology, and all of the drawings, files, research reports, and other
documentation relevant to the technology are now in the Company's possession.
Furthermore, the Company has begun interviewing technical staff capable of
managing the future development and marketing of the technology. APAC intends
to recommence commercialization of the technology as soon as funding is
available.
The Company believes that the primary applications for its CaC2 and FDG
technologies are coal-based, cost-effective organic chemical manufacture and,
through the production of sulfur-free syngas, air pollution control. The
chemical application (CaC2) is primarily a process for the foreign market,
with particular emphasis on those countries that do not have large deposits of
crude oil and/or natural gas or the infrastructure or financial resources
required to deliver them.
The Company believes there is substantial domestic and international demand
for its FDG technology. Domestically, coal fired industrial and utility
boilers must be retrofitted or repowered to comply with the new regulations
promulgated by the 1990 amendments to the Clean Air Act. The 1990 amendments
significantly encourage the use of syngas and coal gasification technologies.
Phase I of the 1990 Amendments, which affected 111 existing facilities,
required emission reduction to 2.5 pounds of sulfur dioxide (SO2) per million
Btus (British Thermal Units) by 1995. Phase II applies to all facilities and
limits emissions to 1.2 pounds of SO2 per million Btus by January 1, 2000. Of
the 310,000 Mw of coal-fired capacity in the United States, approximately 25%,
or 77,500 Mw, was affected by Phase I of the 1990 Amendments, and
approximately 30% or 93,000 Mw will be affected by Phase II.
Air pollution is not unique to the United States and the rapidly expanding
worldwide framework of environmental laws and regulations is finally forcing
long negligent sources of air pollution to install process technologies such
as that being developed by APAC. This is especially true in the coal burning
countries of eastern Europe, Russia, and the PRC, which are prime markets for
the technology.
TECHNOLOGY DESCRIPTIONS
Flash Desulfurization Gasification and CaC2 Process
This process consists of (i) creating artificial high-lime coal particles,
and (ii) subjecting these manufactured particles to intense blackbody
radiation such as that produced by a high-temperature electric furnace
operating at temperatures in excess of 4,000 deg. F. Operation in this mode
reacts both organic and pyritic sulfur contained in the coal to calcium
sulfide and further dissolves the calcium sulfide into a chemically stable
glasslike slag, while converting the organic portion of the coal into
sulfur-free gases consisting of carbon monoxide, hydrogen and nitrogen.
Subjecting the particles to transient temperatures well above the liquidus
temperatures of all known coal ash compositions and then radiatively quenching
these entrained liquid droplets to solid vitreous shot causes the sulfur and
other reactive components of the original coal (including metals and alkaline
oxides) to become permanently incorporated into a chemically stable alkaline,
calcium-rich cementic material. The stability and non-toxic character of this
slag permits simple, environment friendly, disposal of the waste material.
When the process is being used for gasification only (the FDG application),
air is introduced along with the manufactured particles to effect a high
carbon conversion to carbon monoxide and to provide sufficient energy for the
reactions so that the only electric power used in the process is that required
to maintain the furnace thermal losses. This power usage is typically less
than 3% of the fuel value of the produced gas.
Because of the strong radiation absorption characteristics of the opaque
coal-limestone particles and the weak radiation absorption characteristics of
the transparent process gases, the process gas stream is heated principally by
conduction from the particles and, therefore, with short residence times, the
output gases emerge from the gasification system at temperatures very much
lower than the 4,000 deg. F process transient. This particular behavior of
the process allows for the use of conventional gas particulate cleanup
equipment in spite of the ultra high-temperature operating environment.
By adjusting the ratio of limestone to coal, the process can be made to
produce calcium carbide as well as sulfur-free gases. When the calcium
carbide-rich slag is reacted with water acetylene, a fundamental building
block of the organic chemical industry, is produced. With appropriate plant
design, a totally integrated chemical plant can be built in which only coal,
limestone and water are introduced into the plant, and only finished chemicals
and slag leave the plant. Such a plant is particularly advantageous in
undeveloped or underdeveloped areas of the world which have reserves of coal
and limestone but which do not have ready access to petroleum or petrochemical
intermediate materials and delivery systems or electrical utility
infrastructures. An integrated chemical plant capable of producing acetylene,
beneficial by-product process gases, excess electric power, and self-contained
waste treatment for toxic and hazardous materials (the high-temperature
alkaline environment present in the carbide-gasification process represents an
almost ideal set of conditions for the destruction of halogenated
hydrocarbons, for example) can now be located near lower cost raw material
deposits with much less concern for the availability of industrial
infrastructure.
Methyl Di-para-phenylene Isocyanate
The Company does not presently own any proprietary technology for the
manufacture of MDI. However, the Company does possess extensive technical
expertise in this highly specialized chemical field. The technology to be
utilized in nearer term MDI projects where the Company serves as the project
manager and/or equity partner will be technology currently available in the
public domain. Such technology is well-proven and has been demonstrated to
provide for the cost-effective, efficient production of the highest quality
MDI products.
As APAC does not purport to own proprietary MDI technology, it is not
obligated to defend and support such technology for licensing fee purposes.
The Company is free to evaluate various processing alternatives and select the
exact process or processes it believes best suited for a particular situation.
Other providers of MDI technology must adhere to their standard technology
packages in order to protect their ability to assess license fees for use of
the technology.
Polyurethanes
APAC's initial participation in the polyurethanes industry will be
restricted to development of downstream applications for its China MDI
production. The Company has immediate access to certain proprietary
technology for this limited purpose through its affiliation with one of the
world's foremost experts in the field of polyurethane formulations.
Technology can also be licensed from other manufacturers of polyurethane based
products, or the Company can form joint ventures with owners of technology who
wish to expand into the PRC or Far East markets. Over the longer term, APAC
expects to develop its own proprietary polyurethane technology via research it
intends to conduct in conjunction with a specialty polyurethanes research
facility in the State of New Jersey and/or via research conducted in
conjunction with the Company's joint venture partner in the PRC.
TECHNOLOGY DEMONSTRATIONS
Flash Desulfurization Gasification Process
The FDG Process has been demonstrated at bench-scale (1.0 lb/min, 3.0"
internal diameter ("ID") gasification equipment), pilot-scale (4.6 tpd, 5.5"
ID gasification equipment) and semi-works (10.1 tpd in 12" ID gasification
equipment) levels with independent, but complementary, experiments designed to
produce data on (i) the capture of sulfur by reaction with physical blends of
coal and limestone; (ii) the gas yield from a number of different types of
coal; and (iii) the complete offsetting of input electrical process power
through exothermic partial oxidation of carbon within the reactor.
The air-blown FDG Process operates at low pressures thus eliminating the
need for complex pressure-isolation feed and slag hoppers which continue to
plague conventional gasifiers. Integrating the FDG Process as the front-end
supply of fuel to either a previously coal-fired boiler, or (through a
common-shaft compressor) to a gas turbine, allows for the efficient and
environmentally acceptable production of electricity while taking advantage of
the lower fuel cost of domestic coal.
The Company has concluded that the fastest and most practical method of
demonstrating the efficacy of the FDG Process is in a captive commercial
context. Accordingly, the Company entered into an agreement in November 1990
to purchase the ACME Power Plant for this purpose. At that time the ACME
Power Plant was a shut-in, 12 mega-watt ("Mw") coal fired power plant.
However, the ownership of the ACME Power Plant became a matter of dispute and
it was one of the issues addressed in litigation initiated by the Company in
May 1992 against Morgan Laws, et al. In settling this litigation, the Company
elected to forgo its claim of any ownership interest in the ACME Power Plant
in order to attain certain other goals deemed more important to the Company's
future. However, the Company will continue to search for a coal-fired
facility that can be used to demonstrate the FDG Process on a commercial
scale.
CaC2 Process
Generation of calcium carbide has been demonstrated several times at
bench-scale including a major demonstration and test conducted in South Africa
in fiscal year 1992, and also earlier in a 50-ton-per-day process
demonstration unit located in Spain. The Spanish unit was designed and built
by Edwin Matovich and his partners in California Carbide Company as a
general-purpose process facility for developing engineering parameters of a
number of radiant heat transfer processes. It was later rented by these same
individuals for the initial calcium carbide trials which were run with
reacting particles prepared from bituminous coal and limestone. The initial
trials produced a slag containing approximately 50% CaC2, with a calculated
CaC2 reaction completion greater than 90% of theoretical. The process
conditions, as well as the compositions and physical parameters of the
prepared furnace feed material, formed the basis of the original patent
application for the process. The demonstrated quality of CaC2 product and
the demonstrated completion of reaction were more than adequate for
consideration of designs of fully-integrated chemical plants with
self-contained power generation.
Methyl Di-para-phenylene Isocyanate
APAC, as a company, has neither conducted or participated in demonstrations
of technology related to the manufacture of MDI. As stated previously,
however, the Company will utilize technology available in the public domain
for its MDI production until such time as the Company may develop its own
proprietary technology. Technology available in the public domain has already
been thoroughly demonstrated by its developer as technically and economically
competitive and capable of the production of the highest quality MDI. In
addition, APAC's technical staff is thoroughly experienced with all of the
technology currently available in the public domain.
COMPETITION
CaC2 Application
The Company's co-production of calcium carbide and sulfur-free fuel gas
technology will be marketed in a chemical industry which, at least in the
United States and Western Europe, has emphasized petrochemicals, especially
ethylene. United States consumption of acetylene, obtained directly from the
reaction of calcium carbide with water, has declined steadily since 1965. Due
to the upward pressure on the cost of ethylene caused by cyclic and secular
increases in the price of oil, however, interest in the subject of acetylene
production as a building block for organic chemical synthesis has been
renewed. Various companies with substantial financial, technical and
marketing resources have developed, and continue to develop, new processes for
producing calcium carbide and/or acetylene. These companies have pilot,
semi-commercial, and commercial results and the financial resources to provide
process guarantees.
FDG Application
The coal gasification application of the Company's technology will be
marketed in an electric utility industry which has emphasized alternative
methods of desulfurization and emissions control. As a supplier of innovative
clean coal technology, the Company will compete in two major categories - (i)
retrofit, which modifies a portion of an existing plant to reduce emissions
and (ii) repowering, which replaces a significant portion of an existing plant
and often increases capacity while reducing emissions.
1. Retrofit
With respect to the retrofitting of power plants, the company will compete
with lime/limestone scrubbing, limestone injection multi-stage burners, spray
drying, sorbent duct injection and advanced flue gas cleanup including use of
electron beam radiation to simultaneously remove both SO2 and Nox and the use
of metal oxides such as copper for SO2 control and as a catalyst for the
selective catalytic reduction of Nox by ammonia. All of these technologies
involve Flue Gas (after combustion) Desulfurization and generically are know
as "FGD" technologies as opposed to Flash Desulfurization Gasification, or
"FDG". Many of the companies engaged in the development and construction of
flue gas emission control systems are well-established and can provide process
and performance guarantees to customers. The dominant companies in this field
in the United States are Combustion Engineering, Babcock & Wilcox, Foster
Wheeler, General Electric, Joy Manufacturing, and FMC, among others. Other
smaller companies such as NOXSo and Natec have concentrated solely in this
area of the market.
The Company is confident it can compete effectively in the retrofit market,
especially for those plants of less than 250 Mw capacity. The company's
confidence is a result of the lower capital and operating costs associated
with its FDG Process.
2. Repowering
With respect to the repowering of power plants, the Company will compete
with integrated gasification/combined cycle ("IGCC") and fluidized-bed
combustion ("FBC") technologies. IGCC is a power generating process in which
coal is gasified and sulfur compounds are significantly removed. The gas
produced is used to fuel a gas turbine and subsequently burned to produce
steam to operate a steam turbine producing a dual source of electricity. FBC
is a process of burning coal while it is fluidized or suspended in a mixture
of air and limestone. FBC extracts significant amounts of sulfur during
combustion rather than cleansing the flue gas. Major manufacturers of IGCC
and FBC machinery and equipment are Combustion Engineering, General Electric,
Lurgi, Babcock & Wilcox, and Mitsubishi Heavy Industries, among others.
Methyl Di-para-phenylene Isocyanate
The manufacture of MDI, and the licensing of proprietary technology used in
such manufacture, has historically been controlled by a small number of large
multi-national chemical companies, namely, BASF and Bayer, both of which are
headquartered in Germany, ICI of the United Kingdom, and Dow of the United
States. All these companies own and operate MDI production capacity.
All of the companies enumerated above are substantially larger than APAC,
are more widely known than APAC, and are stronger financially than APAC. For
the Company to succeed in its MDI marketing efforts it must focus on those
market segments that are currently of little or no interest to its larger
competitors, i.e. markets that do not currently support the construction or
operation of a large scale manufacturing facility or markets into which APAC's
competitors do not wish to license their technology.
REGULATORY MATTERS
The Company's participation in the development, ownership and operation of
either power plants (the Company's FDG technology) or chemical plants (the
Company's CaC2 and MDI technologies) subject APAC to energy and environmental
laws both domestically and abroad.
Energy Regulation
APAC's use of a power plant project to demonstrate the efficacy of its coal
desulfurization gasification technology could subject the Company to the
extensive regulatory requirements of the Public Utility Holding Company Act of
1935 ("PUHCA"). Under PUHCA, any person (defined by PUHCA to include
corporation, partnerships and other legal entities) which owns or controls ten
percent or more of the outstanding voting securities of a "public utility
company" or a company which is a holding company of a "public utility
company", is subject to registration with the Securities and Exchange
Commission (the "Commission") and regulation under PUHCA unless eligible for
an exemption, such as those available to Qualifying Facilities (QFs) under
PURPA, or as established elsewhere under PUHCA. The Company would attempt to
structure a power plant project in such a manner that it qualified for
exemption(s) under PUHCA or certain no-action positions by the Commission.
For example, the legal structure could consist of the Company holding a
limited partnership interest in a partnership which owns the project. The use
of such a structure would provide additional financing and financial reporting
flexibility for the Company.
The Federal Power Act ("FPA") grants the Federal Energy Regulatory
Commission ("FERC") exclusive rate making jurisdiction over wholesale sales of
electricity in interstate commerce. The FPA provides FERC with ongoing as
well as initial jurisdiction, enabling FERC to revoke or modify previously
approved rates. Such rates are based on a cost-of-service approach or on
rates that are determined through competitive bidding or negotiation. While
QFs under PURPA are exempt from the rate-making and certain other provisions
of the FPA, Independent Power Producers (IPPs) are subject to the FPA and to
FERC rate-making jurisdiction.
The Company is also subject to the Fuel Use Act ("FUA") which limits the
ability of power producers to burn natural gas in new generation facilities
unless such facilities are also coal capable within the meaning of FUA. A
power plant project designed to prove up the FDG Process will be coal-fired,
therefore the Company would qualify for exemption from the FUA.
State public utility commissions have broad jurisdiction over regulated
IPPs which are not QFs under PURPA and which are considered public utilities
in many states. Such jurisdiction includes the issuance of certificates of
public conveyance and necessity to construct a facility as well as regulation
of organization, accounting, financial and other corporate matters on an
ongoing basis. Although FERC generally has exclusive jurisdiction over the
rates charged by an IPP to its wholesale customers, state public utility
commission have the practical ability to influence the establishment of such
rates by asserting jurisdiction over the purchasing utility's ability to pass
through the resulting cost of the purchased power to its retail customers. In
addition, states may assert jurisdiction over the siting and construction of
IPPs and, among other things, issuance of securities, related party
transactions and sale and transfer of assets. The actual scope of
jurisdiction over IPPs by state public utility regulatory commissions varies
widely from state to state.
Environmental Regulation
The construction and operation of energy and fuel producing facilities and
chemical plants would subject the Company to extensive international, federal,
state and local laws and regulations adopted for protection of the environment
and regulated land use. The laws and regulations applicable to the Company
would primarily involve discharge into the air and water but can also include
noise regulation. These laws and regulations in many cases involve a lengthy
and complex process to obtain the requisite licenses, permits and approvals
from federal, state and local agencies. Based on current trends the Company
expects such environmental and land use regulation will become more stringent.
In November 1990, the 1990 Amendments to the Clean Air Act or 1977 were
enacted. These Amendments vastly expand the scope of federal regulations and
enforcement in several significant respects. The Clean Air Act of 1977 and
the 1990 Amendments contain provisions that regulate the amount of sulfur
dioxide and oxides of nitrogen that may be emitted by a project. These
emissions may be the cause of "acid rain." The Company believes that its FDG
Process for the production of syngas will be of interest to those parties
attempting to determine ways to meet the acid rain provisions because sulfur
dioxide and oxides of nitrogen emissions associated with use of the Company's
technology are well below Federal requirements. Management expects that the
demand for the Company's FDG Process will be enhanced by the 1990 Amendments.
All diisocyanates such as MDI and TDI are highly reactive chemicals and can
be extremely hazardous to human health. The primary hazard in the use of
diisocyantes is the inhalation of vapors, therefore the chemicals must be
carefully handled and production and transportation procedures must be
designed to minimize such exposure. The U.S. Occupational Safety and Health
Administration ("OSHA") has set a Permissible Exposure Limit ("PEL") for MDI
of 0.002 parts per million ("ppm") as an 8-hour time-weighted average ("TWA").
The American Conference of Government Industrial Hygienists has adopted a
Threshold Limit Value ("TLV") for MDI of 0.005 ppm as an 8-hour TWA.
Additionally, all new MDI production plants must be constructed with phosgene
containment safety measures. Phosgene, an extremely deadly chemical, is one
of the primary ingredients in MDI.
EMPLOYEES
At August 31, 1995, and as of the date of filing of this report, the
Company has two full-time and two part-time employees. The Company also has
consultants on retainer. None of APAC's employees are represented by a union.
Management believes that the Company's relationship with its employees is
excellent.
ITEM 2. PROPERTIES
The Company's property consists of office furniture, fixtures and
equipment.
CORPORATE OFFICES
The address of the corporate offices is 400 N. St. Paul St., Suite 890,
Dallas, Texas 75201. The Company has no other office facilities.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a defendant in any litigation and none is threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders.
<PAGE>
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's Common Stock is traded over the National Association of
Securities Dealers' ("NASD") Bulletin Board electronic quotation service which
provides for instantaneous quotes of both "Bid" and "Ask" prices on a national
basis. The Company's trading symbol is "APLC". The number of record holders
of the Company's stock at August 31, 1995 was approximately 4,700.
High and low bid prices and dividends for the last two fiscal years were as
follows:
Fiscal Year 1995 Fiscal Year 1994
--------------------------- -------------------------
Quarter Bid Price(1) Dividends Bid Price(1) Dividends
Ended High Low Declared High Low Declared
------- --------------------------- -------------------------
Nov 30 $.1875 $.0625 None $.2500 $.0150 None
Feb 28 .1875 .0625 None .1875 .1875 None
May 31 .1500 .0938 None .1250 .1563 None
Aug 31 .2188 .1000 None .1875 .0313 None
(1) Over-the-counter market bid price quotations reflect
inter-dealer prices without retail mark-up, mark-down or
commission, and may not necessarily represent actual transactions.
The Company has never declared or paid cash dividends on its Common Stock
and Management and the Board of Directors do not anticipate that cash
dividends will be paid in the near future.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected financial data for each of the last
five fiscal years. The selected financial data has been derived from the
audited Consolidated Financial Statements of the Company. Such selected
financial data should be read in conjunction with the Consolidated Financial
Statements of the Company and the notes thereto appearing elsewhere in this
filing.
1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- -------------
Revenues
$ 0 $ 0 $ 0 $ 0 $ 15
=========== =========== =========== =========== =============
Net Loss
($ 423,822) ($ 351,284) ($ 320,208) ($ 531,111) ($ 5,542,425)
=========== =========== =========== =========== =============
Net Loss Per Common
Share ($ .02) ($ .01) ($ .01) ($ .02) ($ .25)
Weighted Average Shares Outstanding
17,592,104 26,450,554 24,485,138 23,093,263 22,534,631
=========== =========== =========== =========== =============
Total Assets
$ 46,819 $ 18,228 $ 81,316 $ 106,792 $ 129,188
=========== =========== =========== =========== =============
Long-term Debt
$ 0 $ 0 $ 0 $ 0 $ 0
=========== =========== =========== =========== =============
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion of the Company's results of operations and
capital resources and liquidity. The discussion and analysis should be read
in conjunction with the Company's Consolidated Financial Statements and the
notes thereto included elsewhere in this report.
RESULTS OF OPERATIONS
APAC is a "development stage company", which is a term used to describe a
company that has yet to generate any revenues from operations. Accordingly,
there will be no discussion of revenues, or fluctuations in revenues, in this
report.
As a development stage company, APAC's very existence depends upon the its
ability to provide for its day-to-day working capital needs (See "Capital
Resources and Liquidity", below). As increased working capital needs
translate to increased requirements for funding, management exerts great
effort to closely monitor and control both operating expenses and cash. In
fiscal year 1995 operating expenses were $423,822, versus $360,256 a year
earlier. All of this 17% annual increase in operating expenses was due to the
addition of Daniel W. Schreimann and Bobby J. Baggett as part-time employees
of the Company. Fiscal year 1995 "General and Administrative" expense, which
includes employee salaries, increased 47%, from $159, 527 to $234,971, while
every other operating expense category except "Interest" declined between 1994
and 1995. It should be noted, however, that while the addition of Mr.
Schreimann's and Mr. Baggett's salaries caused a year-to-year increase
inoperating expenses, their salaries did not add to the Company's cash
requirements. Both Mr. Schreimann's and Mr. Baggett's salaries are accrued,
rather than paid on a current basis.
Virtually all of APAC's manpower and financial resources were consumed in
fiscal year 1995 by the Company's China project (See "ITEM 1. BUSINESS" of
this report), and the ongoing effort to obtain funding for this project is
expected to continue to usurp these resources through the 1996 fiscal year.
Also, if funding for the China project is secured, APAC's operating expenses
will increase dramatically. Process design and management oversight for the
project will require that the Company add a minimum of 20 permanent staff, the
majority of which will be highly qualified technical personnel. As a result
of these additions, payroll and benefit costs alone will rise to approximately
$2 million per year. APAC's revenues, however, will also rise as a result of
the China project. During the three-year construction period required for the
MDI plant APAC will serve as Project Manager for the Joint Venture and the
Company will receive $9.5 million for its services in this capacity, an
average of $3.2 million per year. APAC's 60% ownership interest in the Joint
Venture is also forecast to provide excellent profits for the Company after
the plant commences commercial operation.
CAPITAL RESOURCES AND LIQUIDITY
As APAC has not yet generated any revenues from its operations, the
Company's continued existence is totally dependent upon its ability to raise
the cash it needs to operate. The Company provides for its working capital
needs through the issuance of equity and debt. Should it be unable to access
these sources of capital for any significant period of time, the Company will
cease to be able to operate. To date, the Company has been able to obtain the
capital it requires to operate and it expects that it will continue to be able
to do so in the future.
Commencing in fiscal year 1992, the Company initiated a policy not to issue
Common Stock to employees or affiliates for services they rendered to the
Company, or for reimbursement of monies they expended on behalf of the
Company. The sole exception to this policy is the Company's historical
practice of issuing 100,000 shares of Common Stock to each new director of the
Company as compensation for their services as a director. Issuances of Common
Stock to employees or affiliates accounted for virtually all of the 17 million
share increase in the number of shares outstanding between 1987 and 1991.
Concurrent with the Company's decision to cease issuing stock to employees and
affiliates for services and expenses, the Company decided it would raise its
working capital needs through the direct private placement of equity and debt.
The result of this funding effort for the most recent five fiscal years is as
follows:
Fiscal Net Debt(1) Common Stock Issued
Year Issued Cash Other(2)
------- ------------- ----------- ------------
1991 $ 0 $ 0 $ 137,532(3)
1992 150,000 61,000 28,000(4)
1993 0 47,050 34,422(4)
1994 23,459 179,573 6,288(4)
1995 42,449 245,600 28,250(5)
-------- ------------- ----------- ------------
Totals $ 215,908 $ 533,223 $ 234,492
(1) The difference between new debt issued and debt retired.
(2) Issuances of stock as payment for services, debt, interest and
assets.
(3) All issuances were to employees or affiliates of the Company.
(4) None of the issuances were to employees or affiliates of the
Company.
(5) Includes $12,500 issued as compensation for new directors.
Management believes it judiciously uses the cash shareholders and lenders
provide to the Company. The table below illustrates the Company's limited
consumption of cash in comparison to the Company's Net Operating Loss for the
most recent five fiscal years.
Net Total Cash Consumed
Fiscal Operating Cash as a Percentage of
Year Loss Consumed Net Operating Loss
------- ------------- ------------ --------------------
1991 $ 541,925 $ 8,739 1.6%
1992 531,111 208,832 39.3%
1993 300,472 49,171 16.4%
1994 360,256 198,203 55.0%
1995 423,822 202,822 47.9%
The Company has operated over the past five year period with average cash
consumption of slightly more than $113,500 per annum, compared to a reported
net operating loss of approximately $431,500 per year. The Company has been
able to operate with minimum cash consumption due primarily to (i)
management's prudent use of this valuable asset and (ii) the willingness of
officers and certain lenders to accrue the salaries, interest and other monies
due them, rather than demand payment of these items on a current basis. As an
example, payroll and other accrued expenses (primarily employee benefits and
interest) increased $756,532 between 1991 and 1995, from $231,583 to $988,115.
The economic support the Company receives from its officers and other related
parties is further demonstrated by an analysis of accounts payable. During
fiscal years 1991, 1992, 1993, 1994 and 1995 payables to officers and related
parties represented 75, 62, 56, 57, and 60 percent, respectively, of total
accounts payable. Such largess by the Company's officers and lenders cannot
be expected to last indefinitely, however, and APAC must intensify its efforts
to generate cash and income from commercial operations.
Total investment in the China Joint Venture is estimated to be
approximately $160 million. This figure includes all of the Joint Venture's
capital requirements, including land and equipment costs, construction costs,
and items such as interest during construction, working capital, and APAC's
project management fee. PRC law requires that registered capital (equity) be
one-third of the total investment, or approximately $53 million. The project
debt would be approximately $107 million.
The debt requirement is to raised via project financing, with the borrower
to be the Joint Venture. However, APAC and its partner, QYCC, are each
individually responsible for their respective equity contributions to the
Joint Venture. Therefore, APAC will be required to raise sixty percent (60%)
of the total $53 million of equity, or approximately $35 million, inclusive of
fees and contingencies. APAC has engaged a renown international investment
banking firm to serve as the Company's financial advisor with regard to
raising its equity contribution. The investment banking firm will also serve
as APAC's financial advisor with regard to the structuring and raising of the
Joint Venture's project financing. The Company expects to raise the equity it
requires via private placements of convertible preferred stock and/or the sale
of ownership interests in a holding company to be formed by APAC to control
its sixty percent (60%) ownership interest in Liao Da.
While the Company is optimistic it can obtain the requisite financing for
the LiaoDa Joint Venture utilizing project financing techniques, and while
initial efforts in this regard have been highly encouraging, there is no
assurance such financing can be arranged, or that the terms and conditions of
such financing will be acceptable to the Company. If project financing and
the required equity funding cannot be secured, it is highly unlikely APAC will
be able to participate as a partner in the Joint Venture. The Company
believes, however, that even if it is unable to participate financially as a
joint venture partner, it will still be able to serve as Project Manager for
the project and receive fees for the services rendered in this capacity.
<PAGE>
<PAGE>
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
(A Development Stage Company)
<PAGE>
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
August 31, 1995, 1994 and 1993
(A Development Stage Company)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Independent Auditors' Reports F-3
Financial Statements
Consolidated Balance Sheets as of August 31, 1995 and 1994 F-4
Consolidated Statements of Operations for the years ended
August 31, 1995, 1994 and 1993 F-5
Consolidated Statements of Shareholders' Equity/(Deficit)
for the years ended August 31, 1995, 1994 and 1993 F-6
Consolidated Statements of Cash Flows for the years ended
August 31, 1995, 1994 and 1993 F-19
Notes to Consolidated Financial Statements F-20
Financial Statement Schedules
Schedule V - Property and Equipment for the years ended
August 31, 1995, 1994 and 1993 F-26
Schedule VI - Accumulated Depreciation of Property and Equipment
for the years ended August 31, 1995, 1994 and 1993 F-27
All other schedules are omitted because they are not applicable or not
required, or because the required information is included in the
financial statements or notes thereto.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
American Plastics & Chemicals Inc.
We have audited the consolidated balance sheets of American Plastics &
Chemicals Inc. (a development stage company) and Subsidiaries as of August 31,
1995 and 1994, and the related consolidated statements of operations,
shareholders' deficit and cash flows for each of the years in the three year
period ended August 31, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Plastics &
Chemicals Inc. and subsidiaries as of August 31, 1995 and 1994, and the results
of their operations and their cash flows for each of the years in the three
year period ended August 31, 1995, in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to
the consolidated financial statements, the Company has suffered recurring
losses and has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 9. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
KING, BURNS & COMPANY, P.C.
Dallas, Texas
January 12, 1996 (Except for Note 12 for which the date is March 27, 1996.)
<PAGE>
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
August 31, 1995 and 1994
1995 1994
_____________ _____________
CURRENT ASSETS
Cash $ 36,465 $ 4,930
Prepaids and Advances 2,623 2,345
Accounts Receivable 0 1,563
_____________ _____________
Total Current Assets 39,088 8,838
PROPERTY AND EQUIPMENT
Furniture, Fixtures and Equipment (Note 6) 12,196 11,476
Less Accumulated Depreciation (Note 6) ( 5,107) ( 2,716)
_____________ _____________
Net Property, Plant and Equipment 7,089 8,760
OTHER ASSETS
Deposits 642 630
_____________ ______________
Total Other Assets 642 630
TOTAL ASSETS $ 46,819 $ 18,228
============= ==============
CURRENT LIABILITIES
Notes Payable (Note 3) $ 315,986 $ 309,537
Accounts Payable (Note 4)
Trade 122,708 135,200
Affiliates 137,007 126,631
Other 43,685 51,736
Taxes Payable 2,416 14,949
Accrued Expenses
Payroll 794,169 633,581
Other 193,946 142,028
Loan Advances by Officer (Note 10) 2,767 20,459
______________ _____________
Total Current Liabilities 1,612,684 1,434,121
______________ _____________
SHAREHOLDERS' EQUITY/(DEFICIT)
Preferred Stock - Par Value $.01; 0 0
10 Million Shares Authorized
Common Stock - Par Value $.01; (Note 5) 286,576 242,759
30 Million Shares Authorized;
24,275,816 Issued - 1994
28,657,626 Issued - 1995
Treasury Stock - Par Value $.01; ( 110) ( 110)
11,000 Shares
Paid-In Capital (Note 5) 7,825,991 7,595,958
Deficit Accumulated During The ( 9,678,322) ( 9,254,500)
Development Stage
______________ _____________
Total Shareholders' Equity/(Deficit) ( 1,565,865) ( 1,415,893)
TOTAL LIABILITIES AND SHAREHOLDER'S $ 46,819 $ 18,228
EQUITY/(DEFICIT)
<PAGE>
<TABLE>
<CAPTION>
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended August 31, 1995, 1994 and 1993, and
the Period From May 13, 1985 (Date of Inception) to August 31, 1995
Period from
May 13, 1985
(Inception)
Year Ended August 31, through
1995 1994 1993 August 31, 1995
<S> <C> <C> <C> <C>
REVENUES
Sales $ 0 $ 0 $ 0 $ 105,000
Interest Income 0 0 0 346
---------- ----------- ---------- --------------
Total Revenues 0 0 0 105,346
OPERATING EXPENSES
General and Administrative 234,971 159,527 164,885 1,286,231
Outside Services 111,864 121,677 41,632 2,282,780
Insurance 6,000 6,044 7,553 37,585
Travel & Entertainment 21,694 22,572 7,181 256,902
Rent 7,953 9,973 29,252 100,931
Interest 37,361 30,754 41,942 163,101
Taxes ( 61) 0 336 6,705
Bad Debts 0 0 0 15,000
Depreciation 2,391 6,557 7,666 80,745
Research and Development 1,182 3,152 25 6,352
Miscellaneous 467 0 0 7,310
---------- ----------- ----------- --------------
Total Operating Expenses 423,822 360,256 300,472 4,243,642
OTHER (INCOME)/EXPENSE
Loss on Write-Off of Assets
(Note 2 and Note 6) 0 70,000 19,736 295,146
Loss on Write-Off of Leasehold
Rights (Limestone Deposit) 0 0 0 5,000,000
Loss on Contract Settlement 0 0 0 280,000
Other Miscellaneous Losses 0 0 0 62,700
Gain on Sale of Subsidiary 0 0 0 ( 18,848)
Gain From Legal Settlement
(Note 4 and Note 7) 0 ( 78,972) 0 ( 78,972)
Total Other (Income)/Expense 0 ( 8,972) 19,736 5,540,026
========== ========== =========== ==============
NET LOSS ($423,822) ($ 351,284) ($ 320,208) ($ 9,678,322)
NET LOSS PER COMMON SHARE ($ .02) ($ .01) ($ .01) ($ .55)
WEIGHTED NUMBER OF COMMON
SHARES OUTSTANDING 26,369,939 26,450,554 24,485,138 17,592,104
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY/(DEFICIT)
Years Ended August 31, 1995, 1994, 1993, and the Period
from May 13, 1985 (Date of Inception ) to August 31, 1995
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
During the
Number Common Treasury Paid-In Development
of Shares Stock Stock Capital Stage
----------- ------------ ----------- ------------ --------------
BALANCE AT MAY 13, 1985 (INCEPTION) 4,630,000 $ 231,500 $ - $ - $ -
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1985 YEAR-END 4,630,000 $ 231,500 $ - $ - $ -
Corrections per quasi-reorganization 370,000 18,500 ( 18,500) ( 231,500) -
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1986 YEAR-END 5,000,000 $ 250,000 ($ 18,500) ($ 231,500) $ -
February 27, 1987 - Issuance of Common
Stock for the acquisition of Margetts
Tool & Casting, Inc. - $.44668 per share 600,000 30,000 - 238,010 -
March 24, 1987 - Issuance of Common
Stock for the acquisition of Via Dana,
Ltd. - $1.00 per share 5,000,000 250,000 - 4,750,000 -
July 6, 1987 - Issuance of Common
Stock for the acquisition of P & T, Inc.
- $.125 per share 2,000,000 100,000 - 150,000 -
Net Loss for period - - - - -
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1987 YEAR-END 12,600,000 $ 630,000 ($ 18,500) $ 4,906,510 $ -
October 23, 1987 - Issuance of Common
Stock for the acquisition of Industrial
Minerals, Pte. Ltd. - $.05 per share 156,425 7,821 - - -
October 23, 1987 - Issuance of Common
Stock to Industrial Minerals Pte. Ltd.
to be resold to raise operating capital
for Industrial Minerals Pte. Ltd. -
$.10861 per share 251,500 12,575 - 14,740 -
October 23, 1987 - Issuance of Common
Stock for engineering services rendered
- $.13748 per share 20,000 1,000 - 1,750 -
August 30, 1988 - Cancellation of
1,900,000 share of the Common Stock
issued on July 6, 1987 in connection
with the acquisition of P&T, Inc. -
$.125 per share ( 1,900,000) ( 95,000) - ( 142,500) -
Net loss for period - - - - ( 481,155)
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1988 YEAR-END 11,127,925 $ 556,396 ($ 18,500) $ 4,780,500 ($ 481,155)
September 15, 1988 - Private placement
of Common Stock in Singapore - $.30612
per share 612,500 30,625 - 156,875 -
September 15, 1988 - Issuance of
Common Stock as a commission on the
sale of Common Stock in the private
placement referenced directly above
- $.30612 per share 306,250 15,313 - 78,436 -
September 15, 1988 - Private placement
of Common Stock in Singapore - $.50
per share 30,000 1,500 - 13,500 -
September 15, 1988 - Private placement
of Common Stock to private U.S.
investor - $.3333 per share 150,000 7,500 - 42,500 -
September 19, 1988 - Issuance of
Common Stock to various individuals /
entities as payment for services
rendered - $.13748 per share 625,000 31,250 - 54,677 -
January 3, 1989 - Issuance of Common
Stock to various individuals / entities
as payment for services rendered
$.13748 per share 700,000 35,000 - 61,238 -
May 31, 1989 - Issuance of Common
Stock to various individuals / entities
as payment for services rendered
- $.13748 per share 300,788 15,039 - 26,314 -
Net loss for period - - - - ( 329,055)
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1989 YEAR-END 13,852,463 $ 692,623 ($ 18,500)$ 5,214,040 ($ 810,210)
January 5, 1990 - Issuance of Common
Stock to an affiliate of the Company as
partial payment for services rendered
- $.17 per share 1,314,000 65,700 - 157,680 -
January 5, 1990 - Issuance of Common
Stock to various individuals / entities
as payment for services rendered
- $.17 per share 255,000 12,750 - 30,600 -
January 19, 1990 - Issuance of Common
Stock to an officer of the Company for
services rendered - $.17 per share 1,000,000 50,000 - 120,000 -
January 19, 1990 - Issuance of Common
Stock to settle a note payable - $.17
per share 395,000 19,750 - 47,400 -
August 14, 1990 - Issuance of Common
Stock as settlement of a breach of
contract - $.17 per share 1,500,000 75,000 - 180,000 -
August 14, 1990 - Issuance of Common
Stock as payment for a director's
services and an option on certain
technology owned by the director - $.17
per share 100,000 5,000 - 12,000 -
August 14, 1990 - Issuance of Common
Stock to five directors for their
services - $.17 per share 500,000 25,000 - 60,000 -
August 14, 1990 - Issuance of Common
Stock to an affiliate of the Company as
payment for monies advanced to or on
behalf of the Company and for partial
payment for services rendered - $.17
per share 3,363,270 168,164 - 403,592 -
Net loss for period - - - - ( 1,699,262)
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1990 YEAR-END 22,279,733 $ 1,113,987 ($ 18,500) $ 6,225,312 ($ 2,509,472)
December 10, 1990 - Issuance of
Common Stock for services rendered
- $.17 per share 100,000 5,000 - 12,000 -
February 15, 1991 - Issuance of
Common Stock as payment for a
director's services - $.17 per share 100,000 5,000 - 12,000 -
February 15, 1991 - Issuance of
Common Stock to settle a note payable
- $.17 per share 140,847 7,042 - 16,903 -
March 25, 1991 - Issuance of
Commo Stock as payment for a
director's services - $.17 per share 100,000 5,000 - 12,000 -
March 25, 1991 - Reissuance of
Treasury Stock to an officer of the
Company as partial payment for unpaid
and accrued salary - $.17 per share - - 15,000 36,000 -
June 11, 1991 - Reissuance of
Treasury Stock to an officer of the
Company as partial payment for unpaid
and accrued salary - $.17 per share - - 2,950 7,080 -
August 13, 1991 - Issuance of
Common Stock for services rendered
- $.17 per share 150,000 7,500 - 18,000 -
Net Loss for period - - - - ( 5,542,425)
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1991 YEAR-END 22,870,580 $ 1,143,529 ($ 550) $ 6,339,295 ($ 8,051,897)
September 1, 1991 - Adjustment in
the number of shares outstanding -
$.01 per share 101 1 - ( 1) -
April 1, 1992 - Issuance of Common
Stock for services rendered - $.10
per share 25,000 1,250 - 1,250 -
April 6, 1992 - Issuance of Common
Stock for loan fees - $.10 per share 5,000 250 - 250 -
April 8, 1992 - Issuance of Common
Stock for loan fees - $.10 per share 250,000 12,500 - 12,500 -
May 18, 1992 - Issuance of Common
Stock in consideration of a cash
equity investment - $.10 per share 100,000 5,000 - 5,000 -
May 19, 1992 - Issuance of Common
Stock in consideration of a cash
equity investment - $.10 per share 10,000 500 - 500 -
May 31, 1992 - Effect of change in
par value of Common Stock from
$.05 per share to $.01 per share
pursuant to an Amendment of the
Articles of Incorporation - ( 930,423) 440 929,983 -
June 5, 1992 - Issuance of Common
Stock in consideration of a cash
equity investment - $.10 per share 150,000 1,500 - 13,500 -
June 30, 1992 - Issuance of Common
Stock in consideration of a cash
equity investment - $.10 per share 100,000 1,000 - 9,000 -
July 10, 1992 - Issuance of Common
Stock in consideration of a cash
equity investment - $.10 per share 50,000 500 - 4,500 -
July 23, 1992 - Issuance of Common
Stock in consideration of a cash
equity investment - $.10 per share 100,000 1,000 - 9,000 -
August 6, 1992 - Issuance of Common
Stock in consideration of a cash
equity investment - $.10 per share 100,000 1,000 - 9,000 -
Net Loss for period - - - - ( 531,111)
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1992 YEAR-END 23,760,681 $ 237,607 ($ 110) $ 7,333,777 ($ 8,583,008)
October 31, 1992 - Issuance of
Common Stock for loan fees - $.05
per share 250,000 2,500 - 10,000 -
November 13, 1992 - Issuance of
Common Stock in consideration of
a cash equity investment - $.05
per share 22,000 220 - 880 -
December 10, 1992 - Issuance of
Common Stock in consideration of
a cash equity investment - $.05
per share 30,000 300 - 1,200 -
January 6, 1993 - Issuance of
Common Stock in consideration of
a cash equity investment - $.05
per share 224,000 2,240 - 8,960 -
January 8, 1993 - Issuance of
Common Stock in consideration of
a cash equity investment - $.05
per share 100,000 1,000 - 4,000 -
January 8, 1993 - Issuance of
Common Stock to settle a note
payable - $.05 per share 109,100 1,091 - 4,364 -
January 14, 1993 - Issuance of
Common Stock in consideration of
a cash equity investment - $.05
per share 20,000 200 - 800 -
February 17, 1993 - Issuance of
Common Stock in consideration of
a cash equity investment - $.05
per share 100,000 1,000 - 4,000 -
April 6, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 35,000 350 - 1,400 -
April 6, 1993 - Issuance of Common
Stock for services rendered - $.05
per share 3,500 35 - 140 -
May 17, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 50,000 500 - 2,000 -
May 19, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 80,000 800 - 3,200 -
May 25, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 50,000 500 - 2,000 -
May 25, 1993 - Issuance of Common
Stock for services rendered - $.05
per share 5,000 50 - 200 -
June 17, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 30,000 300 - 1,200 -
June 17, 1993 - Issuance of Common
Stock for services rendered - $.05
per share 3,000 30 - 120 -
July 16, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 100,000 1,000 - 4,000 -
July 17, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 50,000 500 - 2,000 -
July 20, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 50,000 500 - 2,000 -
July 20, 1993 - Issuance of Common
Stock for services rendered - $.05
per share 20,000 200 - 800 -
July 31, 1993 - Issuance of Common
Stock as payment of interest due on a
note payable - $.05 per share 297,865 2,979 - 11,913 -
August 19, 1993 - Adjustment in the
number of shares outstanding - $.01
per share 45 - - - -
Net loss for period - - - - ( 320,208)
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1993 YEAR-END 25,390,191 $ 253,902 ($ 110) $ 7,398,954 ($ 8,903,216)
October 14, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 30,000 300 - 1,200 -
October 21, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 60,000 600 - 2,400 -
October 29, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 24,000 240 - 1,260 -
November 3, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 80,000 800 - 4,200 -
November 4, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 74,000 740 - 3,260 -
November 19, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 80,000 800 - 4,200 -
November 24, 1993 - Issuance of Common
Stock in consideration of a cash
equity investment - $.05 per share 50,000 500 - 2,000 -
November 24, 1993 - Issuance of Common
Stock for services rendered - $.05
per share 52,000 520 - 2,080 -
November 24, 1993 - Issuance of Common
Stock for services rendered - $.0625
per share 18,000 180 - 945 -
February 22, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 176,000 1,760 - 9,240 -
February 24, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 40,000 400 - 2,100 -
March 1, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 240,000 2,400 - 12,600 -
March 3, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 100,000 1,000 - 5,250 -
March 8, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 65,000 650 - 3,413 -
March 9, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 48,160 482 - 2,528 -
March 10, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 16,000 160 - 840 -
March 11, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 150,000 1,500 - 7,875 -
March 14, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 100,000 1,000 - 5,250 -
March 15, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 148,000 1,480 - 7,770 -
March 21, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 284,000 2,840 - 14,910 -
March 21, 1994 - Issuance of Common
Stock for services rendered - $.0625
per share 8,000 80 - 420 -
March 28, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 100,000 1,000 - 5,250 -
March 31, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 10,000 100 - 525 -
April 4, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 56,000 560 - 2,940 -
April 7, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 430,000 4,300 - 22,575 -
April 11, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 194,000 1,940 - 10,185 -
April 11, 1994 - Issuance of Common
Stock for services rendered - $.0625
per share 33,000 330 - 1,733 -
April 13, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 20,000 200 - 1,050 -
April 14, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 50,000 500 - 2,625 -
April 20, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 20,000 200 - 1,050 -
May 4, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 128,000 1,280 - 6,720 -
May 9, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 10,000 100 - 525 -
May 31, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 20,000 200 - 1,050 -
June 1, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 32,000 320 - 1,680 -
June 22, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 40,000 400 - 2,100 -
July 27, 1994 - Cancellation of Common
Stock in connection with the
Settlement Agreement with Morgan
Laws - No value per share ( 4,136,535) ( 41,365) - 41,365 -
August 8, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 20,000 200 - 1,050 -
August 25, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 16,000 160 - 840 -
Net Loss for period - - - - ( 351,284)
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1994 YEAR-END 24,275,816 $ 242,759 ($ 110) $ 7,595,958 ($ 9,254,500)
September 7, 1994 - Issuance of Common
Stock in consideration of services
as a Director - $.0625 per share 200,000 2,000 - 10,500 -
September 8, 1994 - Issuance of Common
Stock in consideration of cash equity
investment - $.0625 per share 96,000 960 - 5,040 -
September 8, 1994 - Issuance of Common
Stock as consideration for assumption
of debt - $.0625 per share 154,000 1,540 - 8,085 -
December 27, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 172,000 1,720 - 9,030 -
December 28, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 162,400 1,624 - 8,526 -
December 29, 1994 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 272,800 2,728 - 14,322 -
January 9, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 446,000 4,460 - 23,415 -
January 16, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 99,200 992 - 5,208 -
January 17, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 90,000 900 - 4,725 -
February 6, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 100,000 1,000 - 5,250 -
March 6, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 528,000 5,280 - 27,720 -
March 24, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 445,000 4,450 - 23,363 -
April 10, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 10,000 100 - 525 -
May 1, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 30,000 300 - 1,575 -
May 26, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 450,000 4,500 - 23,625 -
June 6, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 200,000 2,000 - 10,500 -
June 8, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 40,000 400 - 2,100 -
June 9, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 257,523 2,575 - 13,507 -
June 14, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 16,000 160 - 840 -
June 20, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 16,000 160 - 840 -
July 14, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 115,200 1,152 - 6,048 -
July 18, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 183,687 1,836 - 9,644 -
July 21, 1995 - Issuance of Common
Stock in consideration of a cash
equity investment - $.0625 per share 200,000 2,000 - 10,500 -
August 11, 1995 - Issuance of Common
Stock for services rendered - $.0625
per share. 98,000 980 - 5,145 -
Net Loss for period - - - - ( 423,822)
----------- ------------ ----------- ------------ --------------
BALANCE AT AUGUST 31, 1995 YEAR-END 28,657,626 $ 286,576 ($ 110) $ 7,825,991 ($ 9,678,322)
=========== ============ =========== ============ ==============
</TABLE>
PAGE
<PAGE>
<TABLE>
<CAPTION>
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended August 31, 1995, 1994 and 1993, and
the Period From May 13, 1985 (Date of Inception) to August 31, 1995
Period from
May 13, 1985
(Inception)
Year Ended August 31, through
1995 1994 1993 August 31, 1995
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ($ 423,822) ($ 351,284) ($ 320,208) ($ 9,678,322)
Adjustments to Reconcile Net Loss to Net Cash
(Used In)/Provided By Operating Activities
Depreciation 2,391 6,557 7,666 80,745
Issuances of Common Stock as Payment for
Services, Debt, Interest and Assets 28,250 6,288 34,422 7,319,016
Loss on Write-off of Assets 0 0 19,736 248,998
Gain on Legal Settlement 0 ( 78,972) 0 ( 78,972)
Loss on Write-off of Leasehold Rights 0 0 0 5,000,000
(Limestone Deposit)
Decrease in Accounts Receivable 1,563 ( 1,563) 0 0
Increase in Deposits, Prepaids, ( 290) ( 1,232) ( 1,384) ( 3,265)
and Advances
Decrease in Options on Technology 0 70,000 0 87,000
Increase in Accounts Payable ( 10,167) 72 53,319 506,867
Increase in Taxes Payable ( 12,533) 7,126 5,426 2,416
Increase in Accrued Expenses and Other 212,506 150,649 154,515 994,051
___________ ___________ ___________ _____________
Net Cash (Used In)/Provided By
Operating Activities ( 202,102) ( 192,359) ( 46,508) 4,478,534
CASH FLOWS USED IN INVESTING ACTIVITIES
Capital Investments ( 720) ( 5,844) ( 2,663) ( 5,397,722)
___________ __________ ___________ ____________
Net Cash Used In Investing Activities ( 720) ( 5,844) ( 2,663) ( 5,397,722)
CASH FLOWS (USED IN)/PROVIDED BY
FINANCING ACTIVITIES
Loan Advances by Officer ( 17,692) 20,459 0 2,767
Proceeds From Common Stock 245,600 179,573 47,050 769,493
Issuances
Proceeds From/(Retirement of) Debt 6,449 3,000 0 183,393
___________ ___________ ___________ ____________
Net Cash Provided By Financing Activities 234,357 203,032 47,050 955,653
NET CHANGE IN CASH $ 31,535 $ 4,829 ($ 2,121) $ 36,465
=========== =========== =========== ============
CASH - BEGINNING BALANCE $ 4,930 $ 101 $ 2,222 $ 0
CASH - ENDING BALANCE $ 36,465 $ 4,930 $ 101 $ 36,465
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Year Ended August 31, 1993
Common Stock was issued to retire $5,455 of long-term debt.
<PAGE>
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
American Plastics & Chemicals Inc. ("APAC" or "the Company") is a
development stage company principally engaged in marketing its project
management and engineering services to specific market segments within the
plastics and chemicals industries. The Company is also engaged in developing,
licensing, and marketing certain radiant heat transfer technologies having
application in the (i) cost-effective co-production of calcium carbide and
sulfur-free fuel gases directly from raw coal and raw limestone, and (ii) coal
desulfurization gasification.
The Company has been in the development stage since its formation on May
13, 1985. As further described in Note 9, the Company's future is dependent
upon its ability to continue to obtain equity and/or debt funding and upon the
success of its future operations.
BASIS OF PRESENTATION
The accompanying Consolidated Financial Statements include the accounts of
the Company and its subsidiaries (all of which were non-operating entities
during the periods presented), other than as described below.
The Consolidated Financial Statements do not recognize any of the financial
impact of the Company's ownership of Acme Power Company and the Acme Power
Plant which the Company acquired on November 12, 1990. The ownership of Acme
Power Company and the Acme Power Plant was one of the issues raised in
litigation filed by APAC, as Plaintiff, against Hiberus Investments Ltd., an
affiliate of the Company, and others in May, 1992. The Company has
relinquished its claims of ownership of the Acme Power Plant as provided for
in the terms of a July 26, 1994 agreement to settle the above referenced
litigation (See Note 7).
PROPERTY AND EQUIPMENT
The Company's property and equipment is stated at cost and consists of
office furniture, fixtures and equipment. Depreciation of these assets is
recorded using the straight line method over their estimated useful lives,
generally five years. Gains and losses on the disposal of such assets are
recognized as incurred. Maintenance and repairs are expensed.
OPTIONS ON TECHNOLOGY
The Company capitalized payments made against options it once held to
purchase certain patents and intellectual property. Upon expiration of the
option period the capitalized value of the option was written off (See Note 2
and Note 6).
INCOME TAX
The Company accounts for income taxes in accordance with the asset and
liability method. Deferred income tax assets and liabilities are computed
annually for differences between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in
deferred tax assets and liabilities.
The Company implemented the provisions of SFAS 109 during the fiscal year
ended August 31, 1993 by recording a one-time cumulative adjustment to net
income. The adoption of SFAS 109 did not have a material effect on the
Company's financial position, results of operations, or liquidity due to the
availability of net operating loss carry forwards.
NET LOSS PER COMMON SHARE
Net loss per share of Common Stock is computed by dividing the net loss by
the weighted average number of common shares outstanding during each
respective year.
RECLASSIFICATION
Certain amounts in the prior year financial statements have been
reclassified to conform to the 1995 presentation.
USE OF ESTIMATES AND ASSUMPTIONS
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. These estimates
and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses. Actual results could vary from the estimates that were
used.
ACCOUNTING STANDARDS NOT YET ADOPTED
In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-based Compensation" ("SFAS 123"), was issued. This
statement requires the fair value of stock options and other stock-based
compensation issued to employees to either be included as compensation expense
in the income statement, or the pro forma effect on net income and earnings
per share of such compensation expense to be disclosed in the footnotes to the
Company's financial statements commencing with the Company's 1996 fiscal year.
The Company expects to adopt SFAS 123 on a disclosure basis only. As such,
implementation of SFAS 123 is not expected to impact the Company's balance
sheet or statement of operations. Adoption of this statement is not reflected
in these financial statements or notes thereto.
Note 2. OPTIONS ON TECHNOLOGY
Effective March 1, 1992 the Company optioned the right to purchase all
rights to patents pending of California Carbide Company, a California general
partnership, including, but not limited to, patent rights to the processes and
related know-how entitled "Co-Production of Fuel Gas and Calcium Carbide by
Direct Reaction of Carbonaceous Materials and Calcareous Materials" (the
"March 1 Option"). The March 1 Option superseded and replaced an earlier
option agreement with California Carbide Company dated August 29, 1988, as
amended, which had expired February 29, 1992. The Company paid a total of
$70,000 against these various option agreements, all of which was capitalized
as the payments were made.
The March 1 Option expired on October 31, 1993 and the Company wrote off
the $70,000 capitalized value of the option during fiscal year 1994.
Note 3. NOTES PAYABLE
Notes payable consists of the following as of August 31, 1995 and August
31, 1994:
At August 31 Interest
1995 1994 Maturity Date Rate
---------- ----------- ------------------ --------
$ 16,109 $ 16,109 Upon Demand 18%
60,000 60,000 Upon Demand 11%
165,935 165,935 Upon Demand 12%
70,942 64,493 December 31, 1995 10%
3,000 3,000 Upon Demand 12%
========== =========== =================== ========
$ 315,986 $ 309,537
The $165,935 note payable is collateralized by 1 million shares of APAC
Common Stock. All other notes are unsecured.
The $165,935 note was originally due to mature on July 31, 1993. The
maturity date was extended to January 31, 1994 upon the Company's provision of
additional collateral to the lender and payment of accrued interest for the
period of October 31, 1992 through July 31, 1993. Interest was paid through
the issuance of American Plastics & Chemicals Inc. Common Stock.
In May 1994 $64,493 of fees owed to a law firm was converted from a Trade
Payable into an unsecured one-year demand note. Accrued interest of $6,449
was added to the principal in 1995 and a new note was established with a
maturity date of December 31, 1995.
Note 4. ACCOUNTS PAYABLE
Accounts Payable includes three categories, "Trade", "Affiliates", and
"Other". Accounts Payable to affiliates are liabilities to current officers
and directors of the Company, immediate relatives of current officers and
directors, entities owned or controlled by current officers and directors, and
individuals or entities which owned or controlled five percent (5%) or more of
the Company's outstanding stock during the periods covered by these financial
statements. "Other" Accounts Payable are liabilities to parties which, at the
time the liabilities were incurred, were officers and directors of the
Company, immediate relatives of officers and directors, or individuals or
entities which owned or controlled five percent (5%) or more of the Company's
outstanding stock, but which were no longer affiliated with the Company during
the periods covered by these financial statements. The Accounts Payable due
affiliates arose from services rendered to the Company and unreimbursed
expenditures made on behalf of the Company.
A $76,949 payable to Hitexonics, Ltd. and a $2,023 payable to Artype
Publications, affiliates of the Company controlled by Morgan Laws, were
credited to operations in 1994 and removed from the Company's books pursuant
to the terms of a Compromise Settlement Agreement and Mutual Release ("the
Agreement") between the Company and Mr. Laws et al dated July 26, 1994. The
Agreement resolved those issues raised in Civil Action No. 3-92-CV1243-R
brought by the Company, as Plaintiff, against Morgan Laws et al in the United
States District Court for the Northern District of Texas, Dallas Division, on
June 17, 1992 (See Note 7) and provided, as one of its major terms, that the
Company would no longer be responsible for any debts to Mr. Laws or companies
controlled by him. Accordingly, the Company credited these payables to fiscal
year 1994 operations as of the date of the Agreement, July 26, 1994.
Note 5. SHAREHOLDERS' EQUITY
On July 26, 1994 the Company and Morgan Laws entered into a Compromise
Settlement Agreement and Mutual Release ("the Agreement") which resolved those
issues raised in Civil Action No. 3-92-CV1243-R brought by the Company, as
Plaintiff, against Mr. Laws et al in the United States District Court for the
Northern District of Texas, Dallas Division, on June 17, 1992 (See Note 7).
One of the major terms of the Agreement provided that Mr. Laws would return to
the Company all of the Common Stock of the Company owned or controlled by him
and that the Company would cancel the returned stock on its books and records.
To date, Mr. Laws has returned, and the Company has canceled, 4,136,535
shares of American Plastics & Chemicals Inc. Common Stock. In accordance with
Generally Accepted Accounting Practices (GAAP) principles, the Company has
assigned no monetary value to the return and cancellation of these shares. An
adjustment of $41,365 (Par Value of $0.01 per share multiplied by the
4,136,535 shares canceled) was recorded between the "Common Stock" and
"Paid-In Capital" accounts.
Note 6. WRITE-OFF OF CAPITALIZED ITEMS
During fiscal year 1994 the Company retired certain furniture, fixtures and
equipment acquired between December 1989 and December 1990. The retirement of
these assets resulted in an adjustment of $21,874 to the "Furniture, Fixtures
and Equipment" and "Accumulated Depreciation" accounts.
On October 31, 1993 the Company's option to purchase all rights to patents
pending of California Carbide Company expired. Accordingly, the Company wrote
off the $70,000 of capitalized payments it had made against this option and
predecessor agreements during fiscal year 1994 (See also Note 2).
During the year ended August 31, 1993 the Company's California office
facilities which had been leased by the Company in 1991 were relet to another
tenant by the building's management and the Company's obligations under the
lease were terminated. Concurrently with the reletting of these offices the
Company wrote off the remaining un-depreciated value of $19,736 of capitalized
leasehold improvements made to the facilities.
Note 7. LEGAL PROCEEDINGS
The Company is not a defendant in any litigation and none is threatened.
On July 26, 1994, the Company entered into a Compromise Settlement
Agreement and Mutual Release ("the Agreement") with Morgan Laws, Hiberus
Investments Limited, Hitexonics (HK), Ltd., Hiberus Investments Limited, Inc.,
Industrial Minerals (Pte) Ltd., China Vista Trust, Inc., Ad Agency, Inc.,
American Rare Earth Mining Corp., Supercharger, Inc., and Black Diamond
Resources, Inc., hereinafter referred to as "Laws". The Agreement resolved
those issues raised in Civil Action No. 3-92-CV1243-R and contained the
following major terms and conditions:
1. Laws would return to the Company all of the Common Stock of the
Company owned or controlled by him, whereupon the Company would cause
such Common Stock to be canceled. To date, Laws has returned, and the
Company has canceled, 4,136,535 shares of American Plastics &
Chemicals Inc. Common Stock;
2. Laws agreed to release with prejudice any and all claims against the
Company and its officers and directors, including the Company's
$78,972 total indebtedness to Hitexonics (HK), Ltd. and Artype
Publications that heretofore had been recorded as payables by the
Company on its books;
3. Laws agreed not to own, either directly or indirectly, any interest in
the Company for a period of two years from the date of execution of
the Agreement; and
4. The Company would dismiss Civil Action No. 3-92-CV1243-R and release
with prejudice all claims set forth therein, including the Lis Pendens
filed by the Company against the Acme Power Plant in Sheridan,
Wyoming. In addition to releasing the Lis Pendens the Company
relinquished its claims to any ownership interest in the power plant.
Note 8. INCOME TAXES
A reconciliation of the normally expected federal income tax
expense/(benefit) based on the current U.S. Corporate income tax rate of 34%
to actual expense for the years ending August 31, 1995, 1994 and 1993 is as
follows:
1995 1994 1993
------------ ----------- -----------
Expected income tax expense/(benefit) ($ 144,099) ($ 119,437) ($ 108,871)
Valuation allowance 144,099 119,437 108,871
============ =========== ===========
$ 0 $ 0 $ 0
Deferred tax assets and liabilities as of August 31, 1995 and 1994 are as
follows:
1995 1994
------------- -------------
Current deferred tax asset $ 0 $ 0
Current deferred tax liability 0 0
Valuation allowance for current deferred 0 0
tax asset
------------- -------------
Net current deferred tax asset $ 0 $ 0
============= =============
Non-current deferred tax asset $ 3,414,241 $ 3,257,555
Non-current deferred tax liability 0 0
Valuation allowance for non-current deferred ( 3,414,241) ( 3,257,555)
tax asset
------------- -------------
Net non-current deferred tax asset $ 0 $ 0
============= =============
The non-current deferred tax asset results from the deduction of accrued
salaries which will be deducted for Federal income tax purposes once paid and
the benefit of net operating losses. The non-current deferred tax asset has a
100% valuation allowance as the more likely than not criterion of utilizing
this benefit has not been established.
Net operating loss carry forwards for financial statement and Federal
income tax purposes were approximately $8,760,000 at August 31, 1995 and
expire during the years 2002 through 2011, if not utilized, subject to the
provisions of Section 382 of the Internal Revenue Code.
Note 9. GOING CONCERN
The Company's continued existence is dependent upon its ability to obtain
the capital necessary to operate. As a development stage company, such
capital is obtained primarily through the issuance of additional equity or
debt. During the year ended August 31, 1995 the Company provided for its
capital needs primarily through the issuance of 3,929,810 shares of Common
Stock for cash of $245,600 and the issuance of 452,000 shares of Common Stock
as payment for fees and services. Also, most of the compensation due to
officers and certain other expenses have been accrued, rather than paid. The
Company plans further private placement(s) of debt and equity to provide for
its operating needs, but no assurance can be given that such funding can be
arranged or that the terms and conditions of such funding will be acceptable
to the Company.
The financial statements do not include any adjustments to reflect the
possible effects on the recoverability and classification of assets or
classification of liabilities which may result from the inability of the
Company to continue as a going concern.
Note 10. RELATED PARTY TRANSACTIONS
Fiscal Year Ended August 31, 1995
During the year ended August 31, 1995 an officer advanced an additional
$10,433 to the Company and received 450,000 common shares in lieu of repayment
of $28,125 of his total $30,892 of advances to the Company. Net advances by
the officer to the Company due as of August 31, 1995 were $2,767. 200,000
common shares valued at $12,500 were issued to directors in lieu of director's
fees.
Fiscal year Ended August 31, 1994
An officer advanced $20,459 to the Company during the year.
Daniel W. Schreimann, Vice President and Secretary of the Company,
purchased for cash 100,000 shares of Common Stock during the year ending
August 31, 1994. Mr. Schreimann had also purchased for cash 36,000 shares of
Common Stock in prior fiscal years. All of the stock purchases occurred prior
to his appointment as an officer and director of the Company on July 1 and
September 7, 1994, respectively.
Fiscal Year Ended August 31, 1993
From September 1, 1992 through November 30, 1992 the Company shared 1,709
square feet of commercial office space in downtown Dallas with National Energy
Development Corp. ("NEDC"), a company controlled by one of the Company's
directors, William C. Morris. The Company paid $2,453 to NEDC for use of the
ffice facilities during fiscal year 1993. Additionally, the Company and NEDC
shared the services of a receptionist and secretary during September, 1992 to
whom the Company paid compensation of $1,212 during the period. The Company
and NEDC maintained separate accounts for telephone, long distance and
delivery services, office supplies, etc. Where the Company or NEDC
inadvertently used the account of the other, reimbursement to the party whose
account had been used was made at cost.
Note 11. LEASE COMMITMENT
The Company's office facilities in Dallas, Texas are currently leased on a
month-to-month basis as the initial term of the lease expired in December
1993. Lease payments are $814 per month.
Note 12. SUBSEQUENT EVENT
In February 1996 the Company executed a contract to provide engineering
consulting services related to the development of a proprietary technology for
the production of polymeric amine. The contract is not expected to result in
significant revenues for the Company unless future development efforts
demonstrate the commercial viability of the technology. There can be no
guarantee the commercial viability of the technology will be demonstrated in
the future.
In March 1996 the Company and Qingyang Chemical Industrial Corporation
("Qingyang") of the People's Republic of China ("PRC") revised and re-executed
certain agreements originally negotiated and executed by the parties in July
1995. These agreements provide for the Company to serve as both Project
Manager and 60% joint venture partner for a 40,000 metric ton per annum
methylene di-para-phenylene isocyanate ("MDI") plant to be constructed in the
PRC. The Company's participation in this joint venture is contingent upon its
ability to secure substantial additional equity and debt funding. The company
is presently engaged in an intense worldwide effort to secure the needed
funding but there can be no guarantee its efforts will be successful or that
the plant, if built, will be profitable.
The Company has expended approximately $573,000 directly related to its
efforts on the Qingyang project. Most of these expenditures occurred in the
current fiscal year. To date, all of the expenditures have been expensed on
the Company's books, but certain future costs associated with the development
of this enterprise may be capitalized.
<PAGE>
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
(A Development Stage Company)
Schedule V - Property and Equipment
for the years ended August 31, 1995, 1994 and 1993
Balance at Balance at
Beginning Sales and End
Description of Period Additions Retirements of Period
- -------------------------- ----------- ---------- ------------ ----------
1995
Furniture, fixtures and $ 11,476 $ 720 $ 0 $ 12,196
equipment
Leasehold improvements 0 0 0 0
----------- ---------- ------------ ----------
$ 11,476 $ 720 $ 0 $ 12,196
=========== ========== ============ ==========
1994
Furniture, fixtures and $ 27,506 $ 5,844 ($ 21,874) $ 11,476
equipment
Leasehold improvements 0 0 0 0
----------- ---------- ------------ ----------
$ 27,506 $ 5,844 ($ 21,874) $ 11,476
=========== ========== ============ ==========
1993
Furniture, fixtures and $ 24,843 $ 2,663 $ 0 $ 27,506
equipment
Leasehold improvements 28,109 0 ( 28,109) 0
----------- ---------- ------------ ----------
$ 52,952 $ 2,663 ($ 28,109) $ 27,506
=========== ========== ============ ==========
<PAGE>
A M E R I C A N P L A S T I C S & C H E M I C A L S I N C.
(A Development Stage Company)
Schedule VI - Accumulated Depreciation of Property and Equipment
for the years ended August 31, 1995, 1994 and 1993
Additions
Charged
Balance at to Costs Balance at
Beginning and End
Description of Period Expenses Retirements of Period
- -------------------------- ----------- ---------- ------------ ----------
1995
Furniture, fixtures and $ 2,716 $ 2,391 $ 0 $ 5,107
equipment
Leasehold improvements 0 0 0 0
----------- ---------- ------------ ----------
$ 2,716 $ 2,391 $ 0 $ 5,107
=========== ========== ============ ==========
1994
Furniture, fixtures and $ 18,034 $ 6,556 ($ 21,874) $ 2,716
equipment
Leasehold improvements 0 0 0 0
----------- ---------- ------------ ----------
$ 18,034 $ 6,556 ($ 21,874) $ 2,716
=========== ========== ============ ==========
1993
Furniture, fixtures and $ 13,042 $ 4,992 0 $ 18,034
equipment
Leasehold improvements 5,699 2,674 ( 8,373) 0
----------- ---------- ------------ ----------
$ 18,741 $ 7,666 ($ 8,373) $ 18,034
=========== ========== ============ ==========
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following are executive officers of the Company. None are related
by blood, marriage, or adoption.
Years With
Name Position(1) Age(1) Company(1)
M. Edward Stewart Chairman, President, CEO 53 5
& Director
Daniel W. Schreimann Vice President, General Counsel 38 2
Secretary & Director
Bobby J. Baggett Chief Financial Officer 38 2
H. Grant Heaton Director 67 9
William C. Morris Director 49 6
(1) As of November 1996, the filing date of this Form 10-K.
MR. STEWART is Chairman, President and Director of the Company. Prior to
his assumption of these positions in October 1992 he served as Senior Vice
President, Chief Financial Officer and Secretary of the Company.
Most of Mr. Stewart's business career has been spent in the corporate
environment where he has held senior level management positions in both large
and small public and private corporations. He has also been employed as an
independent financial consultant during the periods of 1989 - 1990 and 1983 -
1985. As a consultant he specialized in workouts, mergers and acquisitions,
capital sourcing, and financial and strategic planning. Mr. Stewart served as
Chief Financial Officer of Kaiser Steel Corporation (1987-1988) as well as
Chief Operating Officer of that company's Fabricated Products Group subsidiary
(1986-1988). Mr. Stewart was employed as Vice President of Corporate
Development for Celeron Corporation (1981-1982), with responsibility for that
NYSE-listed diversified energy company's new business activities and mergers
and acquisitions. Other positions held by Mr. Stewart include Director of
Administration for the CIBRO Group, a large privately held petroleum refining,
marketing and transportation entity based in New York City, and Manager of
Marketing Planning for The Standard Oil Company (SOHIO), now BP America.
Mr. Stewart holds a B.S. in Business Administration from Louisiana College
in Pineville, Louisiana and a Masters of Business Administration - Finance
from Georgia State University in Atlanta, Georgia.
MR. SCHREIMANN is Vice President, General Counsel, Secretary and Director
of the Company. He assumed the position of Vice President and General Counsel
on July 1, 1994, and was appointed Director and Secretary of the Company
effective September 7, 1994.
Mr. Schreimann serves the Company on a part-time basis and, in addition to
his corporate duties, he is also engaged in the private practice of law
specializing in tax, general corporate, partnership, estate planning,
securities and health care law. He is a Certified Public Accountant as well
as being a member of the American Bar Association and the State Bar of Texas.
Mr. Schreimann holds a B.S. in Accounting from Southern Illinois University
in Carbondale, Illinois and a Juris Doctoris Degree from the Washington
University School of Law in St. Louis, Missouri.
MR. BAGGETT serves the Company part-time as its Chief Financial officer,
having been appointed to this position on July 1, 1994. In addition to his
corporate duties, Mr. Baggett is also engaged in the private practice of
accounting as a Partner in Montgomery, Jessup & Co., L.L.P., Certified Public
Accountants. Prior to joining Montgomery, Jessup & Co. on January 1, 1996 Mr.
Baggett served as Managing Member of Baggett & Associates, L.C., an accounting
firm which specialized in consulting and advisory services for the
establishment of accounting systems for newly organized or acquired
businesses, due diligence, structural analysis and financial modeling for
corporate acquisitions, mergers and divestitures, business valuations,
litigation support, and assistance in negotiating and closing business
acquisitions and financings.
Prior to founding Baggett & Associates in 1990, Mr. Baggett was employed
for over a decade in public accounting. His experience includes service as a
manager with the international firm of Ernst & Whinney and as a partner in the
regional firm of Elms, Faris & Company.
Mr. Baggett holds a B.B.A. in Accounting from Texas Tech University in
Lubbock, Texas and is a Certified Public Accountant.
MR. MORRIS is a Director of the Company and, prior to his resignation on
October 15, 1992, also served the Company as its Chairman and President. In
June 1995 Mr. Morris was appointed Chairman of Dresser Engineering Company
based in Tulsa, Oklahoma. Dresser Engineering Company is a multi-discipline
engineering and construction firm serving the oil and gas industry. Mr.
Morris is also President of BD Holdings, a privately-held investment company
based in Dallas, Texas. Mr. Morris served as an independent management and
financial consultant from 1981 to 1990. His consulting specialties have
included working with small and medium-sized companies regarding mergers and
acquisitions, corporate reorganizations, divestitures, economic and
feasibility studies, strategic planning, technology transfers, and public and
private offerings. Clients have included banks, mining companies, oil and gas
companies, chemical companies, natural gas pipeline companies, imaging,
encoding, and telecommunications companies, hazardous and toxic waste
companies, and computer hardware and software companies, among others.
Prior to his becoming a management consultant, Mr. Morris was a registered
investment advisor from 1973 to 1981. From 1971 to 1973, Mr. Morris was
Manager, Investment Management Department, Harris, Upham & Co., Inc. (now
Smith Barney Inc.), a registered investment advisory firm. Prior to his
joining Harris, Upham & Co., Inc., Mr. Morris was a management trainee and
portfolio manager at the United States Trust Company of New York. Mr. Morris
graduated from Princeton University.
MR. HEATON was Chairman of the Board of the Company from 1987 until his
resignation in May 1992. Mr. Heaton has considerable experience in the
People's Republic of China and throughout Asia. Since graduating from the
University of Utah with a major in Political Science and a minor in Far East
Studies and receiving his Master's Degree from the University of Washington
with a major in Far East Studies, Mr. Heaton has taught and written
extensively on comparative religions, modern Chinese political history, and
Chinese language and literature. He speaks and writes Cantonese and Mandarin
dialects and has translated considerable literature from English to Chinese.
Mr. Heaton's business career has involved several directorships of companies
either headquartered in the Far East or with offices in the Far East.
The Board of Directors is currently composed of four directors. The
Company's Bylaws authorize a minimum of three and a maximum of seven
directors. All directors hold office until their successors are elected and
qualified. Officers serve at the discretion of the Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following information is provided based upon a review of Forms 3, 4 and
5, and amendments thereto, which have been furnished to the registrant. The
following directors and officers have failed to timely file certain reports as
required by Section 16(a) of the Exchange Act during the most recent fiscal
year or prior fiscal years.
Report Due Date
Reporting Person/Position Type Date Filed Volume
- ------------------------- ------ -------- ----- --------------------
H. Grant Heaton /
Director(1) 4 11/10/91 None 28,750 D
4 01/10/92 None 47,180 D
4 04/10/92 None 37,500 D
4 08/10/92 None 25,000 D
5 10/15/92 None All transactions not
previously reported and
total beneficial ownership
as of 08/31/92.
4 02/10/93 None 75,000 D
4 04/10/93 None 4,000 D
5 10/15/93 None All transactions not
previously reported and
total beneficial ownership
as of 08/31/93.
5 10/15/94 None All transactions not
previously reported and
total beneficial ownership
as of 08/31/94.
5 10/15/95 None All transactions not
previously reported and
total beneficial ownership
as of 08/31/95.
William C. Morris /
Director(2) 4 10/10/91 None 190,000 A
4 11/10/91 None 190,000 D
4 12/10/91 None 500,000 D
5 10/15/92 None All transactions not
previously reported and
total beneficial ownership
as of 08/31/92.
4 02/10/93 None 350,000 D
5 10/15/93 None All transactions not
previously reported and
total beneficial ownership
as of 08/31/93.
5 10/15/94 None All transactions not
previously reported and
total beneficial ownership
as of 08/31/94.
4 10/10/94 None 250,000 A
4 01/10/95 None 250,000 D
5 10/15/95 None All transactions not
previously reported and
total beneficial ownership
as of 08/31/95.
Daniel W. Schreimann /
Vice President and 5 10/15/95 None
Director(3)
All transactions not
previously reported and
Total beneficial ownership
as of 08/31/95.
M. Edward Stewart /
President and Director 3, 4 09/17/94 01/18/95 100,000 A
4 05/26/95 06/02/95 450,000 A
5 10/15/95 None Total
beneficial ownership
as of 08/31/95.
A = Acquisition
D = Disbursement
(1) Includes shares held in the name of Luana C. Heaton, wife of H. Grant
Heaton.
(2) Includes shares held in the name of National Energy Development Corp.
and BD Holdings, Inc., companies owned by Mr. Morris.
(3) Mr. Schreimann became a Vice President and Director of the Company on
July 1, 1994 and September 7, 1994, respectively. One-hundred-
thirty-six-thousand shares (136,000) of the Company's Common Stock had
been purchased by Mr. Schreimann prior to his appointment as an officer
and director.
ITEM 11. EXECUTIVE COMPENSATION
Details of executive compensation for the fiscal year ended August 31, 1995
are included in Exhibit (99)(i) of this Report.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with M. Edward Stewart on
May 1, 1991 which was ratified at a meeting of the Board of Directors on
August 10, 1991. This agreement provides, among other things, an annual
salary of $90,000, an automobile with all expenses attributable thereto, major
medical and life insurance, issuance of 100,000 shares of Common Stock upon
election as a Director, and moving expenses to Dallas, Texas. The Agreement
also provides for termination by the Board of Directors upon sixty days notice
with a severance of one month's salary at the existing rate. The terms of Mr.
Stewart's employment agreement were not modified upon his promotion from
Senior Vice President and Chief Financial Officer to Chairman and President in
October 1992.
Both Mr. Schreimann and Mr. Baggett serve the Company on a part-time basis.
Mr. Schreimann's compensation is accrued at the rate of $6,000 per month and
payment is to be deferred until the Company has achieved profitable
operations. Mr. Baggett's compensation is accrued at the rate of $3,000 per
month and payment is to be deferred until the Company has achieved profitable
operations. Both Mr. Schreimann and Mr. Baggett began their tenure with the
Company on July 1, 1994.
The Company has executed a written Consulting Agreement with Mr. Baggett
which provides for, among other things, compensation as set forth above, a
maximum of 30 to 40 hours of service per month, an option to purchase 30,000
shares of the Company's Common Stock at a price of ten cents ($0.10) per share
until such time as his accrued consulting fee is paid, and termination notice
must be in writing with 10 days advance notice required. The Company has no
written contract or agreement with Mr. Schreimann.
COMPENSATION OF DIRECTORS
Directors who are employees or paid officers of the Company do not receive
additional compensation for serving on the Board of Directors or any committee
thereof. However, all directors have historically received 100,000 shares of
Common Stock for their services as directors although this practice does not
result from any contractual obligation of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) There were no beneficial owners of more than five percent (5%) of the
Company's outstanding Common Stock as of August 31, 1995.
(b) The following table sets forth certain information concerning
beneficial ownership of the Company's Common Stock by each of
its directors and officers and all directors, officers and employees
as a group as of August 31, 1995:
Amount of As a Percentage
Common Stock of Common
Name and Address Beneficially Stock
of Beneficial Owners Owned(1) Outstanding
- -------------------------- ------------ ----------------
M. Edward Stewart 680,000 2.37%
Daniel W. Schreimann 236,000 0.82%
William C. Morris 150,000(1) 0.53%
H. Grant Heaton 1,221,000(2) 4.26%
All directors and executive
officers as a group 2,287,000 7.98%
(4 persons)
All directors and employees 2,297,000 8.02%
(1) All 150,000 shares of Common Stock are held of record by BD Holdings,
Inc., an investment company controlled by Mr. Morris.
(2) Includes 600,000 shares of Common Stock held of record by Luana C.
Heaton, wife of H. Grant Heaton.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal years 1992, 1993 and 1994, Daniel W. Schreimann, Vice
President and Secretary of the Company, purchased a total of 136,000 shares of
the Company's Common Stock for cash. All of the stock purchases occurred
prior to Mr. Schreimann's appointment as an officer and director of the
Company on July 1 and September 7, 1994, respectively. On September 7, 1994
Mr. Schreimann received an additional 100,000 shares of the Company's Common
Stock as compensation for his services as a director.
During 1995, M. Edward Stewart, Chairman of the Board of Directors and
President of the Company, purchased 450,000 shares of the Company's Common
Stock as settlement of $28,125 of cash advances he had made to the Company.
Mr. Stewart advanced an additional $2,767 to the Company in fiscal year 1995.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
DOCUMENTS FILED AS A PART OF THIS REPORT
Financial Statements
The following documents have been filed as part of this Report in "Item 8 -
Consolidated Financial Statements and Supplementary Data".
Page
Reports of Independent Auditors. F-3
Consolidated Balance Sheets F-4
For the years ended August 31, 1995 and 1994.
Consolidated Statements of Operations F-5
For the years ended August 31, 1995, 1994, and 1993,
and from the Date of Inception (May 13, 1985) through
August 31, 1995.
Consolidated Statements of Stockholders' Equity/(Deficit) F-6
For the years from Date of Inception through August 31, 1995.
Consolidated Statements of Cash Flows F-19
For the years ended August 31, 1995, 1994 and 1993,
and from the Date of Inception (May 13, 1985) through
August 31, 1995.
Notes to Consolidated Financial Statements F-20
Financial Statement Schedules
Those schedules not included in this Report, or filed as part of this
Report in "Item 8-Consolidated Financial Statements and Supplementary Data",
have been omitted due to the absence of the conditions under which they are
required or because the required information is included in the Consolidated
Financial Statements or notes thereto.
Schedule V Property and Equipment F-26
Schedule VI Accumulated Depreciation of Property and Equipment F-27
Both schedules include data for the years ended August 31, 1995, 1994 and
1993.
Exhibits (1)
(3)(i) Articles of Incorporation and All Amendments Thereto
Incorporated herein by reference. Originally filed on March 15,
1995 as a part of Registrant's Report on Form 10-K for the Fiscal
Year ended August 31, 1992.
(3)(ii) Corporate By-Laws
Incorporated herein by reference. Originally filed on March 15,
1995 as a part of Registrant's Report on Form 10-K for the Fiscal
Year ended August 31, 1992.
(11) Computation of Per Share Earnings 23
(20) Other Documents or Statements to Security Holders 23
(21) Subsidiaries of the Registrant 23
(99)(i) Executive Compensation Table 24
(ii) Information Regarding Registrant's Stock Transfer Agent 25
Exhibits (2), (4), (9), (10), (12), (13), (16), (18), (22), (23), (24),
(27), (28) and (29), as called for by Item 601 of Regulation S-K of the
Securities and Exchange Commission, have been omitted due to the absence of
the conditions under which they are required or because the information is
contained in other parts of the Report.
(1) Exhibit numbers are consistent with those established by Item 601 of
Regulation S-K of the Securities and Exchange Commission.
<PAGE>
EXHIBIT (11)
COMPUTATION OF PER SHARE EARNINGS
Net income/(loss) per common share is computed by dividing the net
income/(loss) by the weighted average number of common shares outstanding
during each respective year or other applicable time period.
EXHIBIT (20)
OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Reports on Form 8-K
The following Reports on Form 8-K have been filed with the Securities and
Exchange Commission since September 1, 1994 and are incorporated herein by
reference:
Date of Report Items Reported
----------------- --------------------
September 6, 1994 Item 5. OTHER EVENTS
September 6, 1994 Item 5. OTHER EVENTS
March 2, 1995 Item 5. OTHER EVENTS
EXHIBIT (21)
SUBSIDIARIES OF THE REGISTRANT
As of August 31, 1995
The registrant had no subsidiaries as of August 31, 1995.
ACME Power Company ("ACME") and Via Dana Ltd., Inc. ("Via Dana"), both
non-operating subsidiaries of the registrant, were legally dissolved during
the 1995 fiscal year pursuant to an action by the Board of Directors on May 4,
1995.
ACME is the company which was organized to own and operate the ACME Power
Plant, a 12 mega-watt, shut-in, coal-fired power plant located in Sheridan,
Wyoming the Company planned to acquire. Due to disputes over legal title to
the ACME Power Plant the Company never consummated the ACME purchase and,
pursuant to the 1994 fiscal year settlement with Morgan Laws et al, APAC
relinquished any and all claims it may have had to an ownership interest in
the ACME Power Plant.
Via Dana was acquired by APAC in 1987 via an exchange of stock. At the
time of its acquisition, Via Dana purportedly had been assigned a lease for
valuable mineral deposits in Ensenada, Mexico. In fiscal year 1991 the
Company's management determined the lease had no value and commenced legal
action against Morgan Laws et al for, among other things, recision of the
transaction by which Via Dana was acquired. The write-off of the book value
of the leasehold in fiscal year 1991 combined with the fiscal year 1994
settlement of the Laws litigation eliminated any need for APAC to retain Via
Dana as a subsidiary.<PAGE>
<TABLE>
<CAPTION>
EXHIBIT (99)(i)
Summary Compensation Table
For the Years Ended August 31, 1995, 1994 and 1993
Annual Compensation Long-Term Compensation <1>
Awards
Other Restricted Securities
Annual Stock Underlying LTIP All`Other
Name and Principal Fiscal Salary Bonus Compensation Awards Options/SARs Payouts Compensation
Position Year ($) ($) ($) ($) ($) ($) ($)
- ----------------------- ------ ---------- ----- ------------ ------ ------------ ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHIEF EXECUTIVE OFFICER
M. Edward Stewart 1995 90,000 <4> 0 0 0 0 0 13,200 <2>,<3>
M. Edward Stewart 1994 90,000 <2> 0 0 0 0 0 13,200 <2>,<3>
M. Edward Stewart 1993 90,000 <2> 0 0 0 0 0 13,200 <2>,<3>
CHIEF FINANCIAL OFFICER
Bobby J. Baggett 1995 36,000 <2> 0 0 0 0 0 0
Bobby J. Baggett 1994 6,000 <2>,<6> 0 0 0 0 0 0
VICE-PRESIDENT
Daniel W. Schreimann 1995 72,000 <2> 0 0 0 0 0 0
Daniel W. Schreimann 1994 12,000 <2>,<6> 0 0 0 0 0 0
Edwin Matovich <7> 1993 0 0 0 0 0 0 0
OTHER
William C. Morris <8> 1993 25,000 <2> 0 0 0 0 0 2,750 <2>,<5>
<FN>
<1> The Company has not yet established long-term compensation plans, therefore no long-term
compensation has been paid.
<2> All of the compensation earned during the period was accrued, rather than paid.
<3> Mr. Stewart's employment agreement provides that he shall receive an automobile with all expenses
applicable thereto and major medical and life insurance. Thus far the Company has been unable to
provide these benefits to Mr. Stewart. However, as compensation for the fact that Mr. Stewart is having
to personally pay for benefits which were to be provided by the Company, the Company accrues a total of
$1,100 per month of additional compensation for Mr. Stewart, $500 per month as compensation for major
medical and life insurance and $600.00 per month as compensation for an automobile and all relevant
expenses.
<4> $40,000 of the compensation earned during the period was paid. The balance of $50,000 was accrued.
<5> Mr. Morris' employment agreement provided that he was to receive an automobile with all expenses
applicable thereto and major medical and life insurance. The Company was unable to provide these
benefits to Mr. Morris during his term of employment. However, as compensation for the fact that Mr.
Morris had to personally pay for benefits which were to be provided by the Company, the Company accrued
a total of $1,100 per month of additional compensation for Mr. Morris, $500 per month as compensation
for major medical and life insurance and $600.00 per month as compensation for an automobile and all
relevant expenses.
<6> Compensation is for services rendered part-time during the period of July 1 - August 31, 1994.
<7> Edwin Matovich served as a Vice President of the Company during the fiscal year 1993 but received no
compensation for his services.
<8> Mr. Morris served as the Company's Chief Executive Officer from September 1 - October 15, 1992.
Compensation is for his services during that period plus one additional month. See also note 5.
</FN>
</TABLE>
EXHIBIT (99)(ii)
INFORMATION REGARDING REGISTRANT'S STOCK TRANSFER AGENT
The registrant's stock transfer agent is:
Stock Transfer Company of America, Inc
P.O. Box 796277
Dallas, Texas 75379
Tel: 214/733-3060
Fax: 214/733-4308
SIGNATURES
Pursuant to the requirements 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 PLASTICS & CHEMICALS, INC.
By /s/ M. Edward Stewart
M. Edward Stewart
Chairman, President and
Chief Executive Officer
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 Company
and in the capacities and on the dates indicated.
Signature Title Date
/s/ M. Edward Stewart Chairman, President, November 15, 1996
Chief Executive Officer
and Director
/s/ Daniel W. Schreimann Vice President, Secretary, November 15, 1996
Director
/s/ H. Grant Heaton Director November 15, 1996
/s/ William C. Morris Director November 15, 1996
/s/ Bobby J. Baggett Chief Financial Officer November 15, 1996
<PAGE>
<PAGE>
[ARTICLE] 5
[LEGEND] This schedule contains summary financial information extracted from
Form 10-K for the year ended August 31, 1995 and is qualified in its entirety
by reference to such financial statements.
[/LEGEND]
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] AUG-31-1995
[PERIOD-START] SEP-01-1994
[PERIOD-END] AUG-31-1995
[CASH] 36,465
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 39,088
[PP&E] 12,196
[DEPRECIATION] 5,107
[TOTAL-ASSETS] 46,819
[CURRENT-LIABILITIES] 1,612,684
[BONDS] 0
[COMMON] 286,466
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 46,819
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 386,461
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 37,361
[INCOME-PRETAX] (423,822)
[INCOME-TAX] 0
[INCOME-CONTINUING] (423,822)
<DISCOUNTINUED> 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (423,822)
[EPS-PRIMARY] (.02)
[EPS-DILUTED] (.02)
