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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 10-KSB
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995 Commission File No. 0-24352
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ATLANTIS GROUP, INC.
(formerly Microterra, Inc.)
Delaware 65-0250676
(State of Incorporation) (I.R.S. Employer Identification No.)
4275 Aurora Street, Suite F
Coral Gables, FL 33143
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(Address of principal executive offices)
Registrant's Telephone Number, including area code: 305/443-2588
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value per
share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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The aggregate market value of the registrant's common stock held by non-
affiliates as of December 31, 1995, was approximately $3,468,025. For purposes
of the foregoing calculation only, all directors and executive officers of the
registrant have been deemed affiliates. The number of shares of the
registrant's common stock outstanding as of December 31, 1995 was 8,788,548.
Documents incorporated by reference: None
The index to exhibits is located on page 2
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Exhibits.
Exhibit
Number Description
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2.1* Plan and Agreement of Merger.
2.2* Certificate of Merger of the Registrant.
2.3* Certificate of Merger of the Registrant, March 23, 1992.
3.1* Certificate of Incorporation of the Registrant.
3.2* By-laws of the Registrant.
3.3* Amendment to Certificate of Incorporation, February 12, 1992.
3.4* Certificate of Designation of the Vulcan Series of Preferred Stock.
3.5* Certificate of Designation of the 1992 Series of Preferred Stock.
3.6* Amendment to Certificate of Incorporation, dated March 31, 1994.
4.1* Form of Amended Warrant Agreement.
4.2* Form of Unit Purchase Option.
10.1* Stock Purchase Agreement between Hemodynamics Incorporated and the
former shareholders of the registrant, dated November 25, 1987.
10.2* License Agreement between the Registrant and Hemodynamics
Incorporated, dated December 1, 1987.
10.3* 1987 Myo-Tech Stock Option Plan.
10.4* Employment Agreement between Registrant and Eugene Brown, dated
November 1, 1988 (filed with Form 8-K, dated 10/26/88).
10.5* Employment Agreement between Registrant and Alan Blackman, dated
November 1, 1988 (filed with Form 8-K, dated 10/26/88).
10.6* Plan and Agreement of Reorganization dated as of the Closing Date,
June 17, 1991 (filed with Form 8-K, dated June 28, 1991).
10.7* First Amendment to Plan and Agreement of Reorganization dated as of
the Closing Date, June 17, 1991 (filed with Form 8-K, dated June 28,
1991).
10.8* Sub-license Agreement between Myo-Tech Corp. and Robert Norman
Industries, Inc. (filed with form 8-K dated June 28, 1991).
10.9* License and Royalty Agreement between Microterra, Inc. and Louisiana
State University, dated August 16, 1991.
10.9(a)* Amendment to License and Royalty Agreement between Microterra, Inc.
and Louisiana State University, dated July 16, 1992.
10.10* License and Royalty Agreement between Microterra, Inc. and Louisiana
State University, dated December 20, 1992.
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10.11* Consulting Agreement between the Registrant and Sunrise Financial
Group, Inc., dated December 11, 1991.
10.12* Agreement for Assignment of Agreement and Lease between Microterra
Bio-Technologies of Madison, Inc. and Valley Steel Products Company,
dated December 31, 1991*
10.13* Employment Agreement between Registrant and Richard C. Fox dated March
26, 1991, as amended October 21, 1991.
10.14* Employment Agreement between Registrant and James E. Sidbury dated May
1, 1992.
10.15* Employment Agreement between Registrant and Thomas A. Storey dated May
1, 1992.
10.16* Employment Agreement between Registrant and Richard C. Fox dated May
1, 1992.
10.17* Employment Agreement between Registrant and M. Peter Amaral dated June
17, 1993.
10.18* Employment Agreement between Registrant and Hernan W. Baccani dated
January 21, 1995.
10.19* Joint Operating Agreement with Scientific Equipment Systems, LLC
dated August 8, 1995.
10.20* Letter of Intent with Fidelity Holdings, Inc. dated December 21,
1995.
21.1* Subsidiaries of the Registrant.
21.2* Subsidiaries of the Registrant.
23.2* Consent of Weinberg, Pershes & Company, successor to Weinberg &
Company, P.A., Certified Public Accountants.
27** Financial Data Schedule
28.1* Copy of General Release of Corporate Guarantees of Bond Indebtedness,
dated July 31, 1995.
28.2* Release by Union Planters Bank, Trustee, and Development Authority of
Mitchell County (Georgia), dated July 28, 1995.
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* Previously filed.
** Filed herewith.
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SIGNATURE PAGES
Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
ATLANTIS GROUP, INC.
By /s/ Manuel Iglesias
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Manuel Iglesias, President
/s/ Lorenzo Palomares
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Lorenzo Palomares, Chief Financial Officer
Date: April 26, 1996
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.
/s/ Manuel Iglesias Director April 26, 1996
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Manuel E. Iglesias
/s/ Lorenzo Palomares Director April 26, 1996
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Lorenzo Palomares
/s/ Daniel Starczewski Director April 26, 1996
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Daniel Starczewski
Director April _____, 1996
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Vincent Landis
/s/ Carlos Trueba Director April 26, 1996
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Carlos Trueba
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from audited
financial statements for the period ended December 31, 1995 and is qualified in
its entirety by reference to such financial statements .
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 53,281
<SECURITIES> 0
<RECEIVABLES> 626,657
<ALLOWANCES> 225,488
<INVENTORY> 0
<CURRENT-ASSETS> 540,938
<PP&E> 130,303
<DEPRECIATION> 77,260
<TOTAL-ASSETS> 1,571,854
<CURRENT-LIABILITIES> 2,642,784
<BONDS> 19,160
0
1,989
<COMMON> 87,882
<OTHER-SE> (631,092)
<TOTAL-LIABILITY-AND-EQUITY> 1,571,854
<SALES> 3,217,461
<TOTAL-REVENUES> 3,217,461
<CGS> 2,775,270
<TOTAL-COSTS> 2,815,198
<OTHER-EXPENSES> 3,621,832
<LOSS-PROVISION> 225,488
<INTEREST-EXPENSE> 90,197
<INCOME-PRETAX> (3,309,766)
<INCOME-TAX> (47,500)
<INCOME-CONTINUING> (3,262,266)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (.57)
<EPS-DILUTED> (.57)
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