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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Years Ended December 31, 1996 and 1997
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to __________
Commission File Number: 33-1507-NY
AMERICAN CORPORATE INVESTORS, INC.
(Name Of Small Business Issuer In Its Charter)
<TABLE>
<S> <C>
Delaware 13-3437739
(State Or Other Jurisdiction Of Incorporation (IRS Employer Ident. No.)
or Organization)
2424 North Federal Highway, Suite 350, Boca Raton, FL 33431
(Address Of Principal Executive Offices) (Zip Code)
</TABLE>
Issuer's Telephone Number: (561) 338-5611
Securities registered pursuant to Section 12 (b) of the Act: None
Title of each class Name of Exchange on which registered
Common 5,643,017 Shares Outstanding as of the date of this Report
(Title Of Class)
Check whether the issuer (1) 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 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]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation SB is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]
State the issuer's revenues for its most recent fiscal year. $1,121,619
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such stock, as of a specified date within the past 60
days. As of May 10, 1999, the value of such stock was: $24,990,980.
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FORM 10-KSB
AMERICAN CORPORATE INVESTORS, INC.
DECEMBER 31, 1996 AND 1997
GENERAL: In June 1996, Registrant acquired Ramoil Management Co. ("Ramoil"), a
Florida corporation in a business reorganization whereby Registrant issued
3,135,000 shares of its common stock, after a 1-for-10 reverse split, in
exchange for 100% of the issued and outstanding capital stock of Ramoil. At that
time, Ramoil was principally engaged in various aspects of international trade.
In particular, at that time Ramoil was engaged in a number of transactions with
Russia that ultimately were cancelled. As a result, management decided to
terminate all international trade activities and reorganize the operations of
the Company.
As was previously reported, shortly after the acquisition of Ramoil, Registrant
acquired Ramoil Engineering, S.p.A. ("Engineering"), a company that had been
principally owned by the same shareholders as Ramoil. Due to certain aspects of
applicable Italian law relating to the corporate structure of Engineering and to
the transfer of ownership thereof, the acquisition of Engineering was completed
in a manner which constituted Engineering as a wholly owned subsidiary of
Ramoil, which is a wholly owned subsidiary of Registrant. Although different
from the corporate structure originally contemplated in the agreements between
the parties (which would have constituted Engineering as a wholly owned
subsidiary of Registrant) the effect, from the point of view of Registrant's
consolidated operations, would be similar to that originally contemplated by the
parties.
Engineering's principal business involves the manufacture and sale of commercial
furniture and aluminium frames for windows, doors and other uses, which during
the period being reported herein, were sold primarily to an affiliated company.
Ramoil also provided certain management services including, among other things,
financial advice and administrative services to this same affiliate and received
compensation of $1 Million during fiscal 1996 that, although not paid, was
accrued and is reflected on the Company's balance sheet as "Due from affiliate."
Due to the inability of that affiliated company to pay the amounts owed, the
agreement with this company was discontinued at the end of fiscal 1996 and no
further fees have been accrued.
Following the termination of the international trade operations of Ramoil,
Engineering became the only source of revenues. All of the foregoing resulted in
a serious disruption of Registrant's operations and, consequently, during the
reorganization of Ramoil's operations, no reports were filed. This Annual Report
covers both the fiscal years ended December 31, 1996 and December 31, 1997.
During that period management completely changed the nature of Ramoil's business
operations.
The following discussion relates solely to current business operations of
Registrant and, in particular, Ramoil. For this reason, and due to the complete
change of operations by Ramoil, the discussion that follows in Item 7,
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" will relate solely to Registrant's current operations. As a result
the traditional comparisons included in the discussion
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therein will be impossible to make and the information about the Registrant must
be viewed as those of a newly formed business venture, subject to all the risks
of a start-up venture.
PART I
ITEM 1. BUSINESS
As previously mentioned, in September, 1996 Ramoil terminated all pending
contracts relating to its international trade operations with Russia due to the
failure of the Russian companies involved to make certain interim payment
requirements. At the same time, Engineering also terminated all existing supply
contracts with Russian entities for similar reasons. These decisions eliminated
all revenue producing operations for Ramoil and reduced Engineering's operations
by 90%. The balance of Engineering's business was with various European and
Middle Eastern entities.
Following the termination of its business operations in Russia, management
decided to concentrate on establishing a new business plan centered around
operations in the Middle East and in the United Arab Emirates (UAE) in
particular. Pursuant to local regulations any foreign corporation that desires
to engage in business in the UAE is required to have a local sponsor. Through
the business contacts of senior management, in early 1997 Registrant entered
into a sponsorship agreement with Sheikh Hazza Bin Zayed Al-Nahyan, Chairman of
National Security for the UAE and Chairman of Saadiyat Free Zone. Pursuant to
the Sponsorship Agreement, Registrant has been introduced to various projects
throughout the UAE. Under this Agreement, the Sponsor assists Registrant with
all aspects of doing business in the UAE including assistance in compliance with
local registration requirements under UAE law. Although not obligated to do so,
the Company's sponsor has provided Registrant with virtually all of the business
opportunities presently being developed. In consideration of making these
projects available to Registrant, Registrant will be obligated to pay its
sponsor a commission on all business that Ramoil does in the UAE.
Having secured the required sponsorship, in March 1997 Registrant registered
Ramoil under the laws of the UAE and opened an office in Abu Dhabi. To date,
Registrant has secured several contracts for diverse projects in the UAE.
Following is a brief discussion of each of the projects undertaken by Ramoil:
A. Hotel and Office Complex. Ramoil has entered into a contract to serve as
Developer for the construction of a hotel and office complex in the UAE. To
date, initial architectural plans have been completed and negotiations with
several international hotel management companies are currently ongoing.
Management expects to conclude an agreement with one of the interested
parties within the first half of 1999. Any such agreement would provide
experienced hotel management and a hotel operator with a proven track record
for the hotel portion of this project upon completion.
In 1998, Ramoil entered into an agreement with the owner of the land site
whereby Ramoil received a concession to the land site to be developed for a
twenty-year period. The concession right includes the right to mortgage the
land but not the right to sell the land. The
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fair market value of this land site at December 31, 1998 is $36,800,000. The
agreement provides that Ramoil will retain title to the assets developed on
this land site during the concession period. At the end of the twenty-year
concession period, Ramoil has agreed to pass the title of all assets and
improvements on the land developed to the original owner.
All net profits from the project will be divided 80% to Ramoil and 20% to
the original landowner. Further, in February 1998, Ramoil successfully
negotiated an extension of the original 20-year concession term through
April 30, 2019. Current estimates indicate that this project will require
approximately $80 Million to complete. To date, Ramoil has invested
approximately $2 Million in this project. Current estimates indicate that
this project will require approximately $80.5 million to complete. As of the
date of this report, construction has not begun on this project.
B. Al Ain Apartment Project. This project is for the construction of a
residential housing complex including 83 apartments and villa units in Al
Ain City in the UAE. Under the original contract signed by Ramoil, the
Company will be required to provide financing for a total of approximately
$11.5 Million, that was to be returned to it with interest from the
operating revenues of the project. Recently, at the request of the Company,
the contract for this project was terminated and the Company was released
from its obligations thereunder. To date, Ramoil, through loans from Mr.
Radulovic, its CEO and principal shareholder, had provided funding of
approximately $2.2 Million. As part of the termination of the Company's
participation in this project, the amount previously funded by the Company
will be repaid upon completion of the project or, alternatively, prior to
December 31, 2001. However, no specific repayment schedule has been
committed to.
C. City Mix Concrete Plant Project. City Mix Concrete, Inc. ("CMIX") is a UAE
corporation registered for the purpose of constructing a concrete plant in
the UAE. Ramoil has entered into an agreement that will permit it to use the
CMIX license to construct the concrete plant and sell concrete in the UAE
for a 20year period. All equipment including the modular plant itself will
remain the property of Registrant at the conclusion of the license period.
Further, the City Mix License is transferable by Registrant to a third party
in its discretion.
Under this agreement Ramoil will be obligated to pay a royalty for this
license equal to 12% of the net profits generated from this operation. At
the end of the license period all interest in any existing contract to
supply concrete will revert to CMIX and Ramoil will have no further
interest. Management has begun negotiations for an extension of this 20-year
term. However, as of the date hereof, no agreement has been reached and no
assurances can be given that any extension will be granted.
Following the grant of this license in 1997, Ramoil purchased a modular
concrete plant that was shipped to the UAE for assembly. As of the date of
this report, Registrant, through Engineering, has purchased the required
mixers and trucks that currently await shipment to the UAE. Assembly of the
plant has been ongoing and management projects that the plant will be fully
operational by summer, 1999. As of the date of this report, through the
efforts of the Company's sponsor, CMIX has received preliminary approval as
the exclusive concrete supplier for a new port and free trade zone
development project in the UAE. Of course,
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finalizing this contract must await completion of the plant to be certain
that CMIX will be able to fulfill its obligations thereunder.
As of December 31, 1998, the Company has invested $3,968,465 towards the
construction and assembly of this plant detailed as follows:
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Plant parts and assembly $1,300,875
Trucks and equipment 2,029,873
Engineering costs 637,717
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Total project investment $3,968,465
</TABLE>
Of the amount invested in this project by Registrant, $2,948,315 represented
loans to Registrant by Trinal, Inc., a privately held corporation
principally owned and controlled by Mr. Taflevich, the Company's President,
and by Cristal Ball Inc., an affiliated company of Mr. Taflevich.
When completed the concrete plant will have a capacity of 3,000 cubic meters
of concrete per day.
D. Saadiyat Free Trade Zone. As mentioned above, the UAE is currently
completing plans for the construction of a new port facility and free trade
zone. This project, know as the Saadiyat Free Trade Zone Authority ("SFTZA")
is scheduled to be constructed on Saadiyat Island in Abu Dhabi and is
estimated to require approximately $3.3 Billion to complete. Final approval
for the project was given by the UAE Executive Council earlier this year.
This constitutes the final consent in the approval process for this project
and the Saadiyat Project Development Company will now proceed with plans to
raise the capital required for construction, which is planned to be
completed through a combination of a public and institutional offering in
the UAE and a global offering of shares to institutional and corporate
investors. Through the efforts of its Sponsor, Registrant has been offered
an opportunity to purchase shares of SFTZA as a "founder" along with six
other major corporations. However, in order to purchase the shares offered
in the project, Registrant will be required to invest $150 Million. Although
Registrant must either pay for the shares or forfeit its right within 60
days following the formal grant of this option (which is expected to occur
within the next 30 days), at present, Registrant has no viable means of
paying for the shares in this project. Although negotiations with various
financial sources, both institutional and private, are ongoing, there can be
no assurance that Registrant will be able to participate in this investment.
In fact, at the present time it is highly unlikely that Registrant will be
able to meet the purchase deadline and there is no indication that any
extensions will be granted. The share purchase option was originally
schedule to expire on May 15, 1999. However, the Company has received oral
notification that that this deadline will be extended, although no written
confirmation of this has been received. At present, the status of this
option is uncertain and there can be no assurance that, even if the Company
were able to raise the necessary funding, which at this time appears
unlikely without the participation of a major financing source, that the
Company would still be eligible to purchase the shares.
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The foregoing summarizes the business opportunities that Ramoil has been
able to secure though the efforts of its sponsor in the UAE. However, it
must be remembered that the foregoing projects each require a significant
capital commitment by the Company. Further, in some cases, Ramoil will need
to provide specific funds within restrictive time periods or suffer a loss
of both the opportunity and of any previous investment made in such project.
At present, it seems highly unlikely that Ramoil will be able to meet all of
its obligations, particularly for providing funding, in connection with all
of the foregoing projects. In such event the Company will lose the related
opportunity. Further, it is possible that Ramoil's failure to meet its
commitments under the foregoing projects will cause its Sponsor to either
terminate the sponsorship agreement or to cease providing available business
opportunities to Registrant in the future. In such event it is highly likely
that Registrant will lose all or a significant portion of its investment in
most of the foregoing projects due to the unavailability of needed
financing.
In evaluating the Company's ability to establish viable commercial
operations, it must be remembered that, at present, the only revenue
generating operations are those of Engineering. However, in terms of the
future growth of this segment of the Company's operations, great emphasis
has been placed upon Engineering's participation in the various projects in
the UAE. As with the operations of Ramoil, should the foregoing project not
proceed, or if Ramoil is unable to meet its obligations with respect to such
projects, or if Ramoil loses the support of its sponsor, it is highly likely
that Engineering will also lose any expected participation in those
projects.
In September, 1998, Registrant and Mr. Radulovic reach an agreement whereby
Mr. Radulovic agreed to convert certain of his loans to Registrant, in the
principal amount of $520,902, into shares of common stock at the rate of
$3.00 per Share and received 173,634 Shares. In December 1998, Mr. Radulovic
agreed to convert an additional $815,000 in loans made to support the
Company's operations in Abu Dhabi also at the rate of $3.00 per Share and
received an additional 271,666 Shares. The price per share was negotiated
based upon 80% of the average closing price for Registrant's shares during
September 1998, when the original agreement to convert his loans to equity
was reached. All of the Shares received by Mr. Radulovic were "restricted
securities" as defined under the Securities Act of 1933, as amended (the
"Act").
Also in September 1998, both Trinal and Cristal Ball agreed to convert their
outstanding loans in the principal amount of $2,948,315 to shares of common
stock at the rate of $3.00 per Share. Consequently, these companies
received, in the aggregate, 982,771 Shares of Registrant's common stock
all of which Shares were also "restricted securities" as that term is
defined under the Act. See, "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT."
ITEM 2. PROPERTIES.
The Company's principal corporate offices are located at 2424 North Federal
Highway, Suite 350, Boca Raton Florida, where it occupies approximately 5,000
square feet of office space. This lease expires July 31, 2000, and provides for
a current monthly rental of approximately $3,000 with annual increases through
the end of the lease term.
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In connection with its operations in the UAE, the Company opened an office in
Abu Dhabi, UAE, pursuant to a lease with an unaffiliated third party, where it
occupies approximately 4,000 square feet of office space.
The Company believes it's present facilities will be adequate for its purposes
for the foreseeable future and does not anticipate the need for additional
office or operating facilities.
ITEM 3. LEGAL PROCEEDINGS.
There are several currently pending actions against Registrant. These include
the following matters:
A. In May 1996 a legal action was filed against the Company and its
principal shareholder. In this suit, a Russian oil company, Lukoil,
alleges that it is owed $12.5 Million from a formerly affiliated
entity of the Company resulting from a failure to comply with the
terms of an oil-trading contract. Although the original state court
action was voluntarily dismissed, the suit was later instituted in
Federal District court. The Company intends to vigorously defend
against the claims being made. Currently, the Company has filed a
motion to dismiss this action. This motion has not yet been
scheduled for a hearing.
B. Also in May 1998, Lukoil also filed a suit in Federal District
Court for the purpose of enforcement of a prior arbitration award
obtained against an affiliated company of Registrant. This award,
in the amount of approximately $12,162,000 was obtained from the
International Commercial Arbitration Court of the Chamber of
Commerce and Industry of the Russian Federation in Moscow. The US
suit seeks to confirm the award against the affiliated company and
to recover the amount awarded from that company as well as
Registrant and Mr. Radulovic personally. The two Lukoil cases have
now been consolidated in the Federal Court action. As of the date
of this Report, Registrant has not entered into any settlement
discussions and counsel for the Registrant defending these suits
cannot provide an evaluation of the likelihood of success by the
Company in this matter. The Company has also filed a motion to
dismiss this action. No decision has yet been received.
C. In August 1966, suit was filed against Registrant and Mr. Radulovic
claiming damages of approximately $3.3 Million arising out of
contract it had with another affiliated company of Mr. Radulovic.
Although the Company is vigorously defending this suit, at present,
Registrant has not entered into any settlement discussions and
counsel for the Registrant defending these suits cannot provide an
evaluation of the likelihood of success by the Company in this
matter.
D. There are two other matters, both involving claims against
affiliated companies of Mr. Radulovic which, in the aggregate,
involve less than $200,000. Settlement discussions for both these
claims are currently in progress and, in management's opinion,
there will not be any material adverse impact upon Registrant or
its operations.
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The Company knows of no other litigation pending, threatened or contemplated, or
unsatisfied judgements against it. The Company knows of no legal action pending
or threatened or judgements entered against any officers or directors of the
Company in their capacity as such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None during the years ended December 31, 1996 or December 31, 1997.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The principal market on which the Company's securities are traded is the
over-the-counter market. Since July, 1996 the Company's securities have been
trading on the "Bulletin Board" electronic quotation system under the symbol
"ACIZ." Prior to that time there had been only sporadic trading in the Company's
securities. The following table sets forth for the periods indicated the range
of high and low bid quotations for the Company's Common Stock which were listed
for the Company's Common Stock.
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<CAPTION>
PERIOD HIGH LOW
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<S> <C> <C>
Quarter ended September 30, 1996 $5.25 $5.25
Quarter ended December 31, 1996 $5.625 $4.825
Quarter ended March 31, 1997 $5.25 $5.00
Quarter ended June 30, 1997 $6.125 $5.00
Quarter ended September 30, 1997 $5.625 $3.625
Quarter ended December 31, 1997 $4.875 $3.875
</TABLE>
On May 10,1999 the reported bid price (and most recent sale price) for the
Company's Common Stock was $10.00 per share; there were 473 record holders of
the Company's Shares; and there were six (6) market makers for the Company's
securities.
The Company has not paid any dividends and there are presently no plans to pay
any such dividends in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including earning, financial condition, capital
requirements and other factors. There are no contractual restrictions on the
Company's present or future ability to pay dividends. Further, there are no
restrictions on any of the Company's subsidiaries which would, in the future,
adversely affect the Company's ability to pay dividends to its shareholders.
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ITEM 6. SELECTED FINANCIAL DATA:
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Summary Balance Sheet Data: Year Ended December 31
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1997 1996
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<S> <C> <C>
Total Assets $6,098,991 $7,578,843
Total Current Assets 2,471,731 2,579,413
Total Current Liabilities 4,407,391 3,398,195
Stockholders Equity 1,208,169 7,197,958
Accumulated Deficit (5,031,472) (2,406,901)
Summary Earnings Data: Year Ended December 31
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1997 1996
---- ----
Total Revenues $1,121,619 $6,202,012
Cost of Sales 635,559 3,224,158
Selling, General & Administrative
Expenses 2,684,108 2,665,296
Depreciation 170,599 153,278
Sponsorship Fee 52,078 -0-
Interest Expense (139,804) (83,370)
Interest Income 166,654 67,442
Gain (Loss) on Disposal of Assets 8,885 (62,002)
Income (Loss) Before Taxes (2,624,571) 81,350
Income Tax (Benefit) -0- (39,122)
Net Income (Loss) (2,624,571) 42,228
Earnings per Share ($0.58) $0.01
</TABLE>
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The Company's fiscal year ends December 31 of each year.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
I. Results of Operations
During fiscal 1997, ended December 31, 1997, the Company had gross sales and
other revenues of $1,121,619, as compared to $6,202,012 for fiscal 1996. This
reflects the termination of a consulting agreement with an affiliated company at
the end of 1996. As such, the total sales revenues in fiscal 1997 represented
sales by Engineering (as compared to $5,702,012 in sales by Engineering and
$500,000 as consulting fees from the affiliated company during fiscal 1996)
Total cost of revenues during fiscal 1997 were $635,559, as compared to
$3,224,158 for fiscal 1996. As a result, the Company realized a net operating
loss of $2,420,725 during fiscal 1997, as compared to a net operating gain of
$159,280 in fiscal 1996. As discussed earlier, it must be remembered that in
September 1996 Ramoil discontinued all international trade operations, a factor
that had a materially adverse impact upon revenues in fiscal 1997. In addition,
in September 1996, Engineering also discontinued all sales of products in
Russia, a factor that resulted in a drop in sales of more than $4.5 Million
between fiscal 1996 and 1997.
After selling, general and administrative expenses, depreciation, a loss on the
sale of fixed assets, interest income and expenses, and provision for taxes, the
Company realized a net operating loss of ($2,624,571, or ($0.58) per share in
fiscal 1997, as compared to a profit of $42,228, or $0.01 per share, for fiscal
1996.
During fiscal 1997, selling, general and administrative expenses remained
virtually unchanged at $2,684,108, as compared to $2,665,296 for fiscal 1996.
When expressed as a percentage of overall revenues, selling, general and
administrative expenses represented almost 240% of total revenues for fiscal
1997 (compared to just under 43% in fiscal 1996). Again, this resulted from the
termination of trading activities in the third quarter of fiscal 1996, which
dramatically reduced revenues, with the increased costs associated with Ramoil's
commitments to various projects in the UAE. Management projects that the costs
directly related to Ramoil's start-up operations in the UAE will continue to
escalate for the foreseeable future, particularly as it meets its funding
commitments under various project contracts during the period prior to realizing
any revenues from those efforts.
In management's opinion, the first project from which it anticipates revenues is
the Citimix concrete plant now being completed. This plant is scheduled to be
completed in the second half of 1999, with revenues expected to be realized
shortly thereafter. However, no assurance can be given that revenues, if any,
realized from this concrete plant will be adequate to offset the continued high
cost of the other projects being undertaken by Ramoil in the UAE.
Management believes that until such time as it can realize significant revenues
from its newly initiated operations in the UAE, if ever, the Company will
continue to reflect net operating losses. In fact, it is likely that, even if
revenues are derived from the concrete plant during fiscal 1999, the Company as
a whole will continue to operate at a loss. Furthermore, should its efforts to
establish
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commercially viable operations in the UAE not be successful it is likely that
the Company will be unable to continue as a going concern.
III. Discussion of Financial Condition
On a consolidated basis, as of December 31, 1997 the Company had total assets of
$6,098,981 with total liabilities of $4,890,822 (compared with $7,578,843 and
$3,979,864 respectively for December 31, 1996). Of the Company's assets at
December 31, 1997, cash and cash equivalent accounted for $252,379 and
$1,431,575 represents trade accounts receivable (compared to $10,319 and
$1,140,917 respectively at December 31, 1996). The decrease in the Company's
assets, as well as the increase in liabilities, at December 31, 1996 was
principally due to the decreases in inventory, accounts receivable, other than
trade accounts, decreases in amounts due from affiliates, prepaid expenses and a
significant decrease in property plant and equipment. In addition to the
foregoing decreases in assets at December 31, 1997, the Company also showed
deferred sales revenues and "other current liabilities" and "other long term
liabilities." In contrast, at December 31 1996, the Company had no deferred
sales revenues and no "other long term liabilities" and reflected only $282,862
in other current liabilities (as compared to $745,091 at December 31, 1997).
The Company's accounts payable were current at December 31, 1997.
At December 31, 1997, the Company's total stockholders' equity decreased
substantially to $1,208,169, as compared to $7,197,958 at December 31, 1996. The
principal reasons for this significant decrease were the sharply higher
liabilities at December 31, 1997 and the large operating loss experienced as a
result of the termination of international trade activities in the third quarter
of fiscal 1996. The principal source of funds for the Company's operations have
been, and continue to be, revenues earned by Engineering and the continued
financial support of the Company's major shareholder, both of which factors are
essential to the Company ability to continue operations.
During the fiscal year ending December 31, 1999, the Company will face
substantial expenditures in connection with the projects now committed to in the
UAE. In addition, the Company will require approximately $150 Million in order
to pay for the shares of the Saadyiat Free Trade Zone Authority. This payment
must be made within 60 days following the official grant of option to purchase
these shares, or the Company will lose its right to acquire such shares. At
present, management has not identified any funding source able or willing to
assist the Company in meeting either of these commitments.
Based upon available cash on hand and expected revenues from the operations of
Engineering, management is of the opinion that it will not have adequate
available funds to meet its anticipated capital expenditures and cash needs for
fiscal 1999. Therefore, unless a funding source is identified and appropriate
funding agreements reached, of which there can be no assurance, it is unlikely
that the Company will be able to meet any of its funding commitments for the
projects now under way in the UAE, except, in management's opinion, the funding
needs for the Citimix project. However, it is uncertain as to what effect a
default in any of its funding commitments in the UAE will have. It is possible
that the Company's sponsor will terminate his sponsorship and support of the
Company, in which event the Company will no longer be able to conduct any
operations in the UAE and may
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suffer a loss of all funds invested in those project to date. In such an event,
it is highly unlikely that the Company will able to re-establish any commercial
operations within the forseeable future.
IV. Trends Affecting Liquidity, Capital Resources and Operations
Over the past decade, economic conditions worldwide have favored the development
of business oriented projects designed to meet the needs of developing business
and financial interests in many developing areas. Among the fastest growing
areas in the world is the Middle East. Combining the great wealth that come from
extensive oil-related interests with diminished threats of war and terrorist
activities, the UAE has emerged as a leader in this region. Management believes
this trend, coupled with the support of the Company's sponsor, who himself is a
recognized leader in the region, has situated the Company in a position to
participate in the growth of the UAE. Provided the Company can meet its
financial obligations under the various projects discussed above, management
believes it can be an integral part of the growth being experienced in the UAE
and that the benefits to the Company will be a major factor in its growth over
the foreseeable future.
With the collapse of traditional political and ideological barriers, the demand
for products from all parts of the world has increased perceptibly with many
developing and third world nations now looking for products from many different
countries. This has been particularly true of countries with "soft" currencies
(i.e. currencies not readily exchangeable into established currencies such as
British pounds, US dollars, etc.), which at present are unable to pay for their
purchases in US dollars. Management believes that the greatest demand for all
kinds of foreign products will come from these new developing third world
countries over the foreseeable future. This is but one factor that favors the
development of a free trade zone in the Middle East, such as the Saadiyat Free
Trade Zone proposed by the UAE.
Management knows of no other trends reasonably expected to have a material
impact upon the Company's operations or liquidity in the foreseeable future.
VI. Inflation.
During the past few years inflation worldwide has been relatively stable which,
coupled with the relative strength of the economic conditions in the Middle
East, including the UAE, discussed above, is expected to have a beneficial
effect upon the Company's planned operations in the UAE. In management's
opinion, these favorable conditions are expected to continue for the foreseeable
future and management does not anticipate that inflation will have an adverse
impact upon its operations in the foreseeable future.
VII. Forward Looking Statements.
Certain statements made in this report on Form 10-KSB as "forward looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements involve known and unknown risks, uncertainties, and other
factors that may cause actual results, performance, or achievements of the
Company to be materially different from any future results implied by such
forward looking statements. Although the Company believes that the expectations
reflected in such forward looking statements are based upon reasonable
assumptions, the Company's actual results
12
<PAGE>
<PAGE>
could differ materially from those set in the forward looking statements.
Certain factors that might cause such a difference might include: the securing
of additional or the renewal of existing construction contracts, the growth of
the market for the Company's services and products, the effect of European
economic unification upon the Company's ability to secure additional business,
the ability of the Company to secure significant additional financing to meet
the Company's actual and projected financing obligations of various real estate
and construction projects it has entered into in the UAE.
VIII. Year 2000 Compliance.
The Year 2000 issue is the result of computer programs being written using two
digits, rather than four to define the applicable year. Any of the Company's
computer programs that have data-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
Based upon an assessment made during fiscal 1998, the Company has begun to
updated all versions of operations and financial software so that all of its
systems will utilize dates beyond December 31, 1999 properly. In addition, the
Company is evaluating its auxiliary computer application systems for Year 2000
compliance, a process which is expected to be completed during the first half of
1999. The Company believes that the planned modifications and conversions will
allow it to mitigate the Year 2000 issue.
The Company also plans to initiate formal communications with all of its
significant suppliers, financial institutions and major customers to determine
the extent to which the Company may be vulnerable to any third parties' failure
to remediate their own Year 2000 issues. The financial impact to the Company of
bringing its equipment and systems into Year 2000 compliance is not anticipated
to be material to its financial position or results of operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
Financial Statements: Reference:
- --------------------- ----------
<S> <C>
Independent Auditor's Report F-1
Consolidated Statement of Financial Condition F-2
Consolidated Statement of Operations F-3
Consolidated Statements of Cash Flows F-4
Statement of Changes in Stockholders' Equity F-5
Notes to Financial Statements F-6 - F-9
</TABLE>
13
<PAGE>
<PAGE>
DONAHUE ASSOCIATES, INC.
CERTIFIED PUBLIC ACCOUNTANTS
354 Main Street,Chatham, N.J. 07928
Phone (973)635-2111 Fax: (973)635-0992
INDEPENDENT AUDITORS REPORT
The Shareholders,
American Corporate Investors, Inc.
We have audited the accompanying balance sheet of American Corporate Investors,
Inc. as of December 31, 1997 and as of December 31, 1996 and the related
statements of income and change in owners' equity, and cash flows for the fiscal
years then ended. These financial statements are the responsibility of
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit 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 presented are free from
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 the management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Corporate Investors,
Inc. as of December 31, 1997 and as of December 31, 1996 and the results of
operations and cash flows for the fiscal year then ended in conformity with
generally accepted accounting principles consistently applied.
Chatham, New Jersey
November 16, 1998
14
<PAGE>
<PAGE>
AMERCIAN CORPORATE INVESTORS INC.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
ASSETS
<S> <C> <C>
Current assets:
Cash in banks $ 252,379 $10,319
Trade accounts receivable 1,431,575 1,140,917
Inventories 364,556 418,026
Other accounts receivable 423,221 1,010,151
Total current assets 2,471,731 2,579,413
Other assets:
Due from affiliates 1,006,003 2,433,677
Taxes refunds receivable 187,146 0
Other assets 183,005 132,108
Note receivable 409,000 0
Property, plant, and equipment
(net of accumulated depreciation) 1,583,911 2,159,445
Goodwill (net of accumulated amortization) 258,195 274,200
Total assets $6,098,991 $7,578,843
LIABILITIES & OWNERS' EQUITY
Current liabilities
Accounts payable 2,938,773 3,115,333
Deferred sales 723,527 0
Other liabilities 745,091 282,862
Total current liabilities 4,407,391 3,398,195
Long term liabilities:
Equipment loans payable 347,931 581,669
Pensions and benefits payable 135,500 0
Total liabilities 4,890,822 3,979,864
Common stock, par value $.0001 per share, 300,000,000
authorized, 3,715,299 issued and outstanding 372 372
Contributed capital in excess of par value 6,126,970 6,031,970
Cumulative translation adjustment 112,299 (26,462)
Accumulated deficit (5,031,472) (2,406,901)
Total liabilities & owners' equity $6,098,991 $7,578,843
</TABLE>
Please see the accompanying notes to these financial statements.
15
<PAGE>
<PAGE>
AMERICAN CORPORATE INVESTORS INC.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
<S> <C> <C>
Revenues:
Gross sales $1,121,619 $5,702,012
Less cost of goods sold (635,559) (3,224,158)
Net profit on sales 486,060 2,477,854
Operating expenses:
Salaries and overhead 2,033,249 1,945,690
General administration 650,859 719,606
Sponsorship fees 52,078 0
Depreciation & amortization 170,599 153,278
Total operating expenses 2,906,785 2,818,574
Net income (loss) before other revenues & expenses (2,420,725) (340,720)
Other revenues & expenses:
Interest income 166,655 67,442
Gain (loss) on fixed assets sold 8,885 (62,002)
Consulting fee 0 500,000
Bad debt expense (239,582) 0
Interest expense (139,804) (83,370)
Net income (loss) before provision for income taxes (2,624,571) 81,350
Provision for income taxes 0 (39,122)
Net income (loss) ($2,624,571) $42,228
Earnings per share:
Basic ($.58) $.01
Diluted ($.58) $.01
Weighted average of common shares:
Basic 4,562,699 4,302,199
Diluted 4,562,699 4,302,199
</TABLE>
Please see accompanying notes to these financial statements.
16
<PAGE>
<PAGE>
AMERICAN CORPORATE INVESTORS INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING DECEMBER 31, 1997
<TABLE>
Cash flows from operating activities:
<S> <C>
Net income (loss) ($2,624,571)
Adjustments to reconcile net loss to cash
provided by operating activities; add back
depreciation & amortization 170,599
Net cash provided (used) by operating activities (2,453,972)
Cash flows from other operating activities:
Increase in trade accounts receivable (290,658)
Decrease in other accounts receivable 586,930
Decrease in ending inventories 53,470
Decrease in receivables from affiliates 1,427,674
Increase in other assets (50,897)
Decrease in accounts payable (176,560)
Increase in tax refunds receivable (187,146)
Increase in notes receivable (409,000)
Increase in deferred sales revenue 723,527
Decrease in other liabilities 462,229
Decrease in equipment loans payable (233,738)
Increase in pensions and benefits payable 135,500
Net cash provided (used) by other operating activities (412,641)
Cash flows from financing activities:
Sale of common stock warrants 95,000
Purchase of equipment Ramoil Engineering (23,728)
Sale of Boca Raton office equipment 163,930
Sale of equipment Ramoil Engineering 344,935
Purchase of Abu Dhabi branch office equipment (64,197)
Change in cumulative translation adjustment 138,761
Net cash provided (used) by financing activities 654,701
Increase (decrease) in cash during 1997 242,060
Cash balance at December 31, 1996 10,319
Cash balance at December 31, 1997 $252,379
</TABLE>
Please see accompanying notes to these financial statements.
17
<PAGE>
<PAGE>
AMERICAN CORPORATE INVESTORS INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDING DECEMBER 31, 1997
<TABLE>
<CAPTION>
Common Paid In Cumulative Retained Total
Stock Capital Adjustment Deficit Capital
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1996 $372 $6,031,970 ($26,462) ($2,406,901) $3,598,979
Common stock warrants sold 95,000 95,000
Change in translation adjustment 138,761 138,761
Net income (loss) (2,624,571) (2,624,571)
Balance at December 31, 1997 $372 $6,126,970 $112,299 ($5,031,472) $1,208,169
</TABLE>
Please see the accompanying notes to these financial statements.
18
<PAGE>
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997
BASIS OF PRESENTATION AND NATURE OF BUSINESS
American Corporate Investors, Inc. (the Company) is a Delaware corporation
organized on December 30, 1986 for the purpose of engaging in investigating and
acquiring profitable business opportunities in the United States. In June 10,
1996, the Company effected a reverse acquisition when it acquired all the
outstanding shares of stock of Ramoil Management Company, Inc. in exchange for
3,135,000 shares of the Company's stock.
Simultaneously, the Company effected a 1 to 100 reverse stock split that
decreased the amount of shares issued and outstanding from 16,670,000 to
166,700.
Subsequent to this transaction, the shares issued and outstanding totaled
166,700 shares. The new issue of 3,135,000 brought the total issued and
outstanding to 3,301,700 shares of which 3,135,000 was owned by the owners of
the acquired firm, Ramoil Management Company, Inc.
Simultaneously to this transaction, the Company issued common stock warrants for
the purchase of one share of common stock for one common stock warrant. A total
of 813,900 warrants were issued at an exercise price of $2.50 per share and
450,000 warrants were issued with an exercise price of $5.00 per share. As of
December 31, 1997, a total of 416,500 of the $2.50 warrants had been exercised
leaving 397,000 of the $2.50 warrants and 450,000 of the $5.00 outstanding.
Ramoil Management Company, (RMC) was incorporated in 1992 and is in the business
of providing consulting and managerial services to its subsidiary company,
Ramoil Engineering S.P.A., (RME).
Ramoil Engineering S.P.A. was established in 1993 under Italian law and provides
construction supplies and services. Its principal line of business consists of
the manufacture and sale of commercial furniture.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements included the accounts of both RMC and RME.
All significant intercompany accounts have been eliminated.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
19
<PAGE>
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997
continued
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates that affect
the reported amount of assets and liabilities and the reported amount of revenue
and expenses during the period reported. Actual results could differ from those
estimates.
Revenue Recognition
RME recognizes revenue upon shipment of the related goods or performance of
services.
Inventories
Inventories are stated at lower of cost or market. Cost is determined by using
the first-in, first-out method ("FIFO").
Property, Plant,and Equipment
Property, plant and equipment are recorded at cost. Depreciation and
amortization are calculated on the straight-line method based upon the following
estimated useful lives:
<TABLE>
<S> <C>
Building 33 years
Leasehold improvements Lease term
Machinery and equipment 7-9 years
Furniture and fixtures 5-8 years
Office equipment 3-5 years
Vehicles 4-5 years
</TABLE>
Income taxes
The Company utilizes Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes", which requires the Company to compute deferred
income taxes based upon the difference between the financial statement and tax
bases of the assets and liabilities using the tax rates in effect for the year
in which the differences are expected to reverse.
Foreign Currency Translation
The financial statements of RME are prepared in Italian lire. Assets and
liabilities are converted at the exchange rate in effect as of the balance sheet
date. Income and expense items are translated at the average rate in effect over
the time reported. These translation adjustments have been included in a
separate component of stockholders equity.
20
<PAGE>
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997
continued
RELATED PARTY TRANSACTIONS
Historically, RMC and RME has obtained funding as needed from its majority
stockholder and affiliated entities. The long-term success of the Companies is
dependent upon the continued support of its majority stockholder. As of December
31, 1997, the consolidated Company had a receivable of $1,006,003 due from the
majority stockholder or from entities controlled by the majority stockholder.
This amount included interest imputed at 8.5% per annum.
The Company provides management services to Ramoil Holding Co. LTD; a Company
affiliated through common ownership by the Company's major shareholder. Under
terms of the management agreement, the Company had received $500,000 in fiscal
year 1996 for services rendered. The management agreed to terminate this
contract effective January 1, 1997.
COMMITMENTS
The Company leases its office facilities under a three-year lease agreement,
which commenced in August 1997. Future annual commitments are as follows:
<TABLE>
<S> <C>
1998 $36,012
1999 $47,111
2000 $24,223
</TABLE>
In addition, the Company has entered into an agreement to provide financing for
the development of a residential compound of 83 apartments and villa units in Al
Ain City, Abu Dhabi, United Arab Emirates with the licensed owner of land being
developed. Under the terms of the agreement, the Company will provide financing
for the total construction costs of the project, including licensing fees, while
in return receiving a mortgage on the land and the property developed. The
Company has provided $409,000 in financing for this project in 1997. The
contracted cost of the project is $11,475,410. The future annual financing
commitments of the Company as a result of this agreement are:
<TABLE>
<S> <C>
1998 $3,475,410
1999 $7,591,000
</TABLE>
The agreement provides for a five-percent payment of the full contract value by
the Company to the owner of the land in the event of non-performance by the
Company.
21
<PAGE>
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997
continued
CONTINGENCIES
Substantially all the operations of the Company are conducted in Italy and the
United Arab Emirates. Such operations are affected by the domestic and political
developments occurring there. The degree of these occurrences and their overall
affect on the Company cannot be predicted but could be material in nature.
LEGAL MATTERS
In May 1996, legal actions were filed against the Company and its principal
stockholder. A Russian entity has alleged that it is owed $12 million for a
formerly affiliated entity of the Company's failure to comply with the terms of
an oil-trading contract. The Company intends to vigorously defend itself and
management believes that the eventual disposition of this matter will not have a
material adverse affect on the Company's financial position. Accordingly, no
provision for any loss that may result from the resolution of this matter has
been made.
22
<PAGE>
<PAGE>
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) and (b) Identification of directors and executive officers.
The following identification of officers and directors, including biographies,
set forth the present officers and directors:
<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD
- ---- --- ---------------
<S> <C> <C>
Radulojub Radulovic 50 Chief Executive Officer, Chief Financial
Officer, Secretary and Chairman of the Board
of Directors
Aleksandr Taflevich 54 President and a Director
Zarko Radulovic 46 Vice President and a Director
William Brown 59 Director
</TABLE>
Directors hold office until the next annual shareholders meeting or until their
death, resignation, retirement, removal, disqualification, or until a successor
has been elected and qualified. Vacancies in the Board are filled by majority
vote of the remaining Directors. Officers of the Company serve at the will of
the Board of Directors.
(c) Identification of significant employees. None
(d) Family relationships.
There are no family relationships among the Officers except for Rodoljub
Radulovic and Zarko Radulovic who are brothers. There are no arrangements or
understandings pursuant to which any person was elected as an officer of the
Company. All officers hold office for one year or until their successors are
elected and qualified, unless otherwise specified by the Board of Directors;
provided, however, that any officer is subject to removal with or without cause,
at any time, by a vote of the Board of Directors.
(e) 1. Business Experience.
Principal occupations of directors and officers are as follows:
RODOLJUB RADULOVIC has been Chief Executive Officer and a Director of the
Company since June 1996, and has served as an officer and director of each of
its subsidiaries since their
23
<PAGE>
<PAGE>
inception. Mr. Radulovic founded Ramoil Management and Ramoil Engineering in
1992 and directed their business operations which, until September 1996,
involved various aspects of international trade, financial services construction
and engineering services, with a primary emphasis on operations in Eastern
Europe and Russia. From 1983 until 1992, Mr. Radulovic served as president of
Yox Austria, a private company which he founded. Yox Austria specialized in
trading aluminum, metals, minerals, synthetic yarns various types of equipment
and crude oil to Germany, Italy, Yugoslavia and Russia. From 1976 until 1983 he
was employed as General Manager for the chemical, leather and textile divisions
of Hempro Company in Belgrad. Previous to that employment, Mr. Radulovic served
as Sales Manager of the Department of Trade for the Yugoslavian Ocean Company in
Kotor, Yugoslavia. Mr. Radulovic graduated from Belgrad University with a degree
in Economics, specializing in International Business and Trade.
ALEKSANDAR TAFLEVICH, has served as director of the Company since his
appointment in June 1996. In 1998, Mr. Taflevich was appointed President of the
Company and currently serves in that capacity. Since 1992 Mr. Taflevich has also
served as Chief Executive Officer of Trinal, Inc., a company which he founded
and which provides railroad forwarding services primarily to major European
fertilizer and metal manufacturers. Mr. Taflevich oversees virtually all of that
company's operations, both in the US and overseas. In addition to his other
business ventures, since 1994 Mr. Taflevich has served as General Manager of
Cristal Ball, Inc., a privately held corporation formed under the laws of the
Cayman Islands, engaged in international trading. From 1989 until founding
Trinal, Inc. in 1992, he served as Marketing Director for DWT, a conglomerate of
international companies based in Toronto Canada where he was primarily
responsible for marketing. From 1986 until 1992, Mr. Taflevich was also the
founder and Chief Executive Officer of Association A Marks, also an association
of international companies specializing in the manufacture and transport of a
wide range of consumer goods, based in Moscow, Russia. Mr. Taflevich holds a
Masters of Business Administration from the Moscow College of Commerce.
ZARKO RADULOVIC has served as an officer and director of the Company since 1996.
He has also served as General Manager of Ramoil Engineering Spa since 1995.
Prior to 1995, however, Mr. Radulovic served as a special consultant to Ramoil
Engineering on various project in Russia and the Ukraine. From 1989 until 1993,
Mr. Radulovic was employed as General Manager of Trecom, Kotor, a company which
dealt with investments in tourist projects principally in Montengro. Beginning
in 1976 he was employed as an engineer at Yugopetrol, the Yugoslavian state
petroleum company, where he was promoted to chief engineer in 1989. He received
his engineering degree from Belgrad University, Department of Machinery
Production in 1976.
WILLIAM BROWN has served as a director of the Company since 1997. In addition,
since 1987 he has also served as Vice President and a director of Russo
Securities, Inc., a registered broker/dealer in New York. Mr. Brown's experience
in the investment banking community spans over thirty years among a wide range
of firms. From 1985 until joining Russo Securities, Mr. Brown was President of
the Bull & Bear Fund, a publicly held asset management firm, also located in New
York. Prior thereto, from 1983 until 1985, he was Vice President, Investment
Banking for Thomson McKinnon Securities, Inc. in Houston, Texas, having served
as Vice President of Investment Banking for Donaldson Lufkin & Jenerette for 7
years (1976 to 1983)
24
<PAGE>
<PAGE>
where he headed institutional sales and investment banking for the Southwestern
United States. From 1973 to 1976 he was Vice President of Paine Webber Capital
Committee, a division of Paine Webber Inc. Before that, Mr. Brown was Executive
Vice President, Trading Division, for Domminick & Domminick (1971-1973), a
registered broker/dealer in Houston, Texas. From 1966 to 1971 Mr. Brown served
as President of Summit Securities, Inc., the trading division of the Hedge Fund
of America, the first publicly traded hedge fund in the United States.
2. Directorships.
None, other than listed above.
(f) Other Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no criminal proceedings and
no judgements or injunctions material to the evaluation of the ability and
integrity of any director or executive officer during the past five years.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information relating to remuneration received by
officers and directors as of June 30, 1997, the end of the Company's most recent
fiscal year:
<TABLE>
<CAPTION>
Long Term Compensation
Name and Principal Annual Comp.(1) Bonus Restricted Stock All other
Position Year Salary Awards Compensation
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Rodoljub Radulovic 1997 $ -0- $15,000(2)
Secretary, CEO,
CFO & Director 1996 $ 134,000(3) $15,000(2)
Aleksandr Taflevich 1997 $ -0-
President & Director 1996 $ -0-
- ----------------------------------------------------------------------------------------
</TABLE>
1. The Company currently has no written compensation arrangements with any of
its executive officers. It should be noted that both Mr. Radulovic and Mr.
Taflevich currently serve as CEO and President, respectively, without
salary. It is expected that once commercial operations begin in the UAE, the
Company and Messrs. Radulovic and Taflevich will enter into formal written
employment agreements.
2. This payment represents payments made for automobile expenses with respect
to Mr. Radulovic's car.
3. The salary paid to Mr. Radulovic in fiscal 1996 was paid during the first
nine months of that year. Once trading activities were stopped in September
1996, he received no further payments of salary.
25
<PAGE>
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security ownership of certain beneficial owners.
None other than stated in (b) below.
(b) Security ownership of management.
<TABLE>
<CAPTION>
Name Relationship Number of Shares Percentage
- ---- ------------ ---------------- ----------
<S> <C> <C> <C>
Radoljub Radulovic CEO, CFO, Secretary
And Director 2,824,115(1)(2) 49.1%
Aleksandr Taflevich(2) President and Director 2,402,284(3)(4) 41.8%
Officers & Directors as
a group (4 persons) 5,226,399 90.9%
- -----------------------------------------------------------------------------------------
</TABLE>
(1) Based upon a total of 5,749,098 shares of Common Stock issued and
outstanding as of the date of this Report. However, at December 31, 1997
the Registrant only had a total of 3,715,299 shares issued and
outstanding. The Shares issued in cancellation of loans due to Mr.
Radulovic, Trinal Corp. and Crystal Ball, Inc. were issued following
December 31, 1997.
(2) Includes all shares of Registrant's Common Stock held by Mr. Radulovic,
including 732,667 Shares acquired through the conversion of certain
loans in the principal amount of $2,198,000 in September 1998 and
271,666 Shares acquired through the further conversion of loans in the
principal amount of $815,000 in December 1998. However, of the Shares
listed herein, 1,179,630 represent shares being transferred by him to
various other parties who are not affiliated with the Registrant as
follows:
<TABLE>
<S> <C>
A. 446,964 Shares to RCI, s.r.l.;
B. 651,466 Shares to GPR Corp.;
C. 43,000 Shares to Mimax Limited;
D. 22,200 Shares to Montehrima Limited; and
E. 16,000 Shares to BTTS, Inc.
</TABLE>
Mr. Radulovic disclaims any affiliation with the above listed companies.
(3) Includes 1,372,818 Shares acquired pursuant to an Option granted to him
by Mr. Radulovic in June 1996.
(4) Also includes 1,029,466 Shares acquired in the conversion of $3,088,397
of loans to the Registrant in September 1998 by Trinal, Inc. and Crystal
Ball, Inc., over which shares Mr. Taflevich may be deemed to have
beneficial ownership.
26
<PAGE>
<PAGE>
(c) Changes in Control.
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
1. In June 1996, Mr. Radulovic granted an Option to Mr. Taflevich to acquire
1,372,818 shares of the Company's Common Stock. The shares subject to this
Option were originally acquired by Mr. Radulovic in the original share
exchange between Ramoil Management Co. and American Corporate Investors,
Inc. on June 10, 1996. The Option was granted in expectation of Mr.
Taflevich's agreement to serve as President of the Company. This Option was
exercised by Mr. Taflevich following his assumption of the duties of
President of the Company.
2. In the original; share exchange between the Ramoil Management Company and
American Corporate Investors, Inc., Mr. Radulovich was issued a total of
3,192,600 Shares, of which 446,964 Shares were beneficially owned by RCI,
s.r.l, an Italian company that owned an interest in Ramoil Management
Company prior to its acquisition by the Registrant in June 1996. This error
was subsequently discovered and these Shares have now been issued to RCI,
s.r.l. Mr. Radulovic continues to own a 1% interest in RCI, s.r.l.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
None.
27
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.
AMERICAN CORPORATE INVESTORS, INC.
Date: May 17, 1999 By: /s/ Aleksandr Toflevich
---------------------------------
Aleksandr Toflevich, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Dated: May 17, 1999 /s/ Rodoljub Radulovic
Rodoljub Radulovich, Secretary ------------------------------------
Chief Executive Officer
Chief Financial Officer & Director
Dated: May 17, 1999 /s/ Aleksandr Toflevich
Aleksandr Toflevich, ------------------------------------
President and Director
Dated: May 17, 1999
Zarko Radulovich /s/ Zarko Radulovic
Vice President, Director ------------------------------------
Dated: May 17, 1999 /s/ William Brown
William Brown, Director ------------------------------------
28
