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 March 31, 1996
[ ] 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 30, 1996 was 4,996,811.
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Effective September 1, 1994, the Company transferred all of its rights
and interests in the stock of its subsidiary, Filmways Entertainment
Corporation, to Xeta Corporation pursuant to an order of the United States
District Court for the District of Oklahoma. For more information on this
transfer, see "Item 3 - Legal Proceedings."
By the end of the 1994 fiscal year, the Company had disposed of nearly
all of its assets in an attempt to extinguish liabilities and restructure
operations. The Company's emphasis then shifted toward finding a suitable
acquisition or merger candidate. On June 13, 1995, the board of directors
appointed James L. Thompson as president and a director of the Company. The
board further appointed Jack E. Hartgrove as chairman of the board of directors,
chief financial officer and director. Mr. Thompson and Mr. Hartgrove were
appointed to the board of directors because the Company believed that their
respective business experience and contacts would assist the Company in its
attempts to acquire a suitable operating subsidiary. Upon the appointments of
Mr. Thompson and Mr. Hartgrove, Dr. Gerald Curtis, Bert Martinez, and Tony
Geonnotti resigned from their respective positions as the Company's directors
and officers. The resigning directors stepped down for personal reasons, without
disagreements with the Company at the time of their respective resignations.
Effective June 30, 1995, the Company entered into a Purchase Agreement
with Turner, Turner & Associates, a Washington corporation ("TTA"), and TTA's
shareholders. According to the Purchase Agreement, the Company acquired the
rights to United States Patents numbered 5,296,216 and 5,306,509. The patents
were developed by TTA and protect STOMASTATTM, a peroxide and bicarbonate-based
solution that cleanses, irrigates, and protects the oral cavity from stomatitis,
a process which results in mouth ulcers or canker sores. The Company intended to
make the production and distribution of STOMASTATTM the focal point of its
operations.
On January 19, 1996 and in order to help facilitate the Purchase
Agreement, James Thompson resigned as the Company's president and Richard H.
Turner, president of TTA, was appointed as his replacement. The Purchase
Agreement, however, was rescinded in February 1996 because many of its
conditions had not been met and because all parties involved determined that an
alternative structure would be preferable. The Company continued to negotiate
with TTA for several months in an attempt to reach a second agreement, but no
such agreement was reached. The parties ultimately discontinued all negotiations
in May 1996. On May 6, 1996, Richard H. Turner resigned as president and a
director of the Company. On August 20, 1996, the Company appointed Dr. Gerald
Curtis as its president and director. The Form 10-KSB for the fiscal year ended
December 31, 1995 initially filed by the Company on July 16, 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.
Under new management, the Company is continuing its search for a
suitable merger or acquisition partner. As of the date of this filing, the
Company has identified potential merger and acquisition candidates, however all
negotiations are in the preliminary stages and no definitive agreements have
been reached.
Results of Operations
The Company had no revenue for the fiscal year ended June 30, 1995. The
Company attributes the absence of revenue to the discontinuation of the
operations of its former subsidiaries.
Operating expenses for fiscal year ended June 30, 1995 increased by
$812,674 over the previous fiscal year ended June 30, 1994. A majority of the
expenses for fiscal 1995 are directly or indirectly attributable to the
Company's search for new business opportunities and potential merger or
acquisition candidates, resolving litigation to which the Company is a party,
and settling liabilities. For the fiscal year ended June 30, 1995, the Company
incurred expenses totaling $1,499,447 for legal, accounting, consulting and
investor relations services related to such efforts. The Company also incurred
expenses of $51,703 on the environmental cleanup of the Canton, Illinois
manufacturing plant owned by the Company's former subsidiary, Thistle. All
liabilities and expenses associated with the property were transferred to CIC
when the Company transferred all of Thistle's capital stock to CIC pursuant to
the Real Estate Lien
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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, President
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
