UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A-1
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended December 31, 1995
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required) for the transition period from
____________________ to _____________________
Commission file number: 0-19069
ATC II, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 75-2395356
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6701 Baum Drive, Suite 345, Knoxville, TN 37919
(Address of Principal Executive Offices) (Zip Code)
(423) 588-1018
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 XX
The number of shares outstanding of the issuer's common stock ($0.01
par value), as of July 8, 1996 was 4,996,811.
<PAGE>
Thompson's resignation was a result of the rescission of the Purchase
Agreement, and did not reflect any disagreements with the Company. He remained
with the Company in the capacity of director.
Upon the resignation of Mr. Thompson, the Company appointed Richard H.
Turner as president and a director. Mr. Turner was the president of TTA and
helped develop the patents that the Company was attempting to acquire from TTA.
Mr. Turner was appointed to help facilitate negotiations between the Company and
TTA, and because of his familiarity with the patents that the Company was trying
to acquire. No agreement was ever reached between TTA and the Company, however,
and the parties have since terminated all negotiations in furtherance thereof.
Accordingly, Richard Turner resigned as the Company's president and director
effective May 6, 1996.
On August 20, 1996, the Company appointed Dr. Gerald Curtis as its
president and director. The Form 10-QSB for fiscal quarter ended December 31,
1995 initially filed by the Company on July 29, 1996 indicated that Leslie
Carter had been appointed as the president and director of the Company. This
discrepency was based on a miscommunication between the Company, Jack Hartgrove,
James Thompson, Leslie Carter and the Company's filing agent, Canton Financial
Services Corporation, concerning the Company's relationship with Ms. Carter.
Leslie Carter has never been appointed as an officer or director of the Company.
Jack Hartgove and James Thompson resigned as officers and directors of the
Company immediately after this situation was resolved, leaving Dr. Curtis as the
Company's sole officer and director.
In January 1996, the Company relocated its corporate headquarters from
6701 Baum Drive, Suite 345, Knoxville, Tennessee, 37919 to 1001 A South
Interstate 45, Post Office Box 729, Hutchins, Texas 75141-0729. In May 1996, the
Company moved its headquarters back to 6701 Baum Drive, Suite 345, Knoxville
Tennessee, 37919. Corporate offices were returned to Tennessee as a result of
the termination of negotiations between TTA and the Company.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Index to Exhibits. Exhibits required to be attached by Item 601 of
Regulation S-B are listed in the Index to Exhibits beginning on
page 7 of this Form 10-QSB, which is herein incorporated by
reference.
(b) Reports on Form 8-K. The Company did not make any filings on Form 8-K
during the second quarter of the fiscal year.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this 30th day of August 1996.
ATC II, INC.
/s/ Dr. Gerald Curtis
Dr. Gerald Curtis
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature Title Date
/s/ Dr. Gerald Curtis President and Director August 30, 1996
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Dr. Gerald Curtis
