<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 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 0-23268
AMERICAN TECHNOLOGIES GROUP, INC.
---------------------------------
(Name of small business issuer in its charter)
NEVADA 95-4307525
------ ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1017 SOUTH MOUNTAIN AVENUE, MONROVIA, CA. 91016
-----------------------------------------------
(Address of principal executive offices) (zip code)
Issuer's telephone number: (818) 357-5000
Check whether the issuer (1) filed all reports 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 X No
--- ---
As of June 2, 1997, the registrant had 20,254,689 shares of Common Stock
outstanding.
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets as of July 31, 1996
and April 30, 1997 3
Condensed Consolidated Statements of Operations for the
Nine and Three Month Periods ended April 30, 1996 and 1997 5
Condensed Consolidated Statements of Cash Flows for the
Nine Month Periods ended April 30, 1996 and 1997 6
Notes to Condensed Consolidated Financial Statements 7
ITEM 2 Management's Discussion and Analysis 11
PART II OTHER INFORMATION
ITEM 2 Changes in Securities 12
ITEM 6 Exhibits and Reports on Form 8-K 12
Signatures 13
2
<PAGE>
AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 1996 AND APRIL 30, 1997 (UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
JULY 31, APRIL 30,
1996 1997
-------- -----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 2,486,313 $ 1,823,717
Accounts Receivable (net of $10,000 allowance) 43,326 567,466
Subscriptions Receivable 8,552 44,655
----------- ------------
Total Accounts & Subscriptions Receivable 51,878 612,121
Amounts Due From Shareholders 2,500 65,775
Notes Receivable -- 80,000
Deferred Tax 261,000 261,000
Inventory 43,961 190,570
Other Current Assets 412 --
----------- ------------
Total Other Current Assets 307,873 597,345
----------- ------------
Total Current Assets 2,846,064 3,033,183
PROPERTY, EQUIPMENT AND MINERAL PROPERTIES
Mining Property and Equipment 5,470,089 5,781,405
Other Property and Equipment 511,747 566,789
Accumulated Depreciation (240,135) (265,003)
----------- ------------
Net Property, Equipment and Mineral Properties 5,741,701 6,083,191
GOODWILL, net of accumulated amortization of
$1,747,717 at July 31, 1996 and $2,219,016 at
April 30, 1997 1,394,023 922,724
----------- ------------
TOTAL ASSETS $ 9,981,788 $ 10,039,098
----------- ------------
----------- ------------
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated balance sheets.
3
<PAGE>
AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JULY 31, 1996 AND APRIL 30, 1997 (UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
JULY 31, APRIL 30,
1996 1997
-------- -----------
(UNAUDITED)
<S> <C> <C>
LIABILITIES
Accounts Payable $ 566,136 $ 873,647
Accrued Liabilities 31,297 54,719
Related Party Payables 76,000 --
Deferred Subscription Income 110,094 104,528
Subscription Production 40,720 --
Current Portion of Notes Payable 180,472 224,400
----------- ----------
Total Current Liabilities 1,004,719 1,257,294
----------- ----------
Deferred Tax Liability 1,347,224 1,347,224
Convertible Debentures -- 2,687,125
Other Long Term Liabilities 363,772 109,234
Long Term Portion of Notes Payable 840,020 1,035,692
----------- ----------
Total Long Term Liabilities 2,551,016 5,179,275
----------- ----------
Total Liabilities 3,555,735 6,436,569
----------- ----------
STOCKHOLDERS' EQUITY
Series A Preferred - $.001 par value, 378 378
10,000,000 authorized,
378,061 issued and outstanding at July 31, 1996
378,061 issued and outstanding at April 30, 1997
Series B Preferred - $.001 par value,
500,000 authorized, -- --
none issued and outstanding at July 31, 1996
none issued and outstanding at April 30, 1997
Series C Preferred - $.001 par value,
300,000 authorized 2 --
2,000 issued and outstanding at July 31, 1996
none issued and outstanding at April 30, 1997
Common Stock; ATG - $.001 par value,
100,000,000 authorized, 16,220 19,641
16,220,264 issued and outstanding at July 31, 1996
19,641,129 issued and outstanding at April 30, 1997
Additional Paid in Capital 23,117,088 27,746,457
Stock Subscriptions 771,298 511,070
Deficit (17,478,933) (24,675,017)
----------- ----------
Total Stockholders Equity 6,426,053 3,602,529
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,981,788 $ 10,039,098
----------- ----------
----------- ----------
</TABLE>
The accompanying notes are an integral part of
these condensed consolidated balance sheets.
4
<PAGE>
AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE AND THREE MONTHS ENDED APRIL 30, 1996 AND 1997 (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
APRIL 30, APRIL 30,
------------------------- -------------------------
1996 1997 1996 1997
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES
Publishing $ 168,562 $ 280,295 $ 116,024 $ 115,538
Rental Property 39,180 -- -- --
Product Sales 67,671 1,150,237 17,982 1,025,051
Other 167,663 102,784 15,025 52,776
----------- ----------- ----------- -----------
Total Revenues 443,076 1,533,316 149,031 1,193,365
COSTS AND EXPENSES
Publishing Operations 305,314 395,109 150,043 142,949
Rental Operations 120,026 -- -- --
Product Sales and Marketing 383,777 1,087,959 198,018 364,056
Mining Operations 511,513 1,127,619 246,528 459,538
Research and Development 372,312 735,543 160,932 246,798
Officers' Compensation 430,319 700,548 171,259 251,797
General and Administrative 1,226,500 1,536,362 459,307 632,961
Interest Expense -- 1,899,118 -- 726,139
Amortization of Intangible Assets 390,000 390,000 130,000 130,000
Other 16,065 -- 52 --
----------- ----------- ----------- -----------
Total Costs and Expenses 3,755,826 7,872,257 1,516,139 2,954,238
LOSS BEFORE PROVISION
FOR INCOME TAXES 3,312,750 6,338,941 1,367,108 1,760,873
PROVISION FOR INCOME TAXES -- -- -- --
----------- ----------- ----------- -----------
NET LOSS $ 3,312,750 6,338,941 1,367,108 1,760,873
----------- ----------- ----------- -----------
ACCRETED DIVIDEND -- -- 857,143 --
NET LOSS APPLICABLE TO
COMMON SHAREHOLDERS -- -- 7,196,084 --
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
NET LOSS PER SHARE $ 0.23 $ 0.40 $ 0.09 $ 0.09
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 14,169,446 18,109,418 15,447,045 19,424,466
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated statements.
5
<PAGE>
AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED APRIL 30, 1996 AND 1997 (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
APRIL 30,
-------------------------------
1996 1997
--------------- -------------
(UNAUDITED)
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss $ (3,312,747) $ (6,338,941)
Adjustments to reconcile net loss to net cash used:
Depreciation and Amortization 446,802 414,867
Amortization of Deferred Financing Cost & Debt Discount -- 1,720,382
Stock Issued as Consideration for Debt Reduction 371,160 --
Stock Issued as Consideration for Services 435,397 286,210
Interest Expense Added to Principal Balances -- 376,270
Changes in Assets and Liabilities:
Accounts Receivable 5,130 (560,243)
Inventory -- (146,609)
Other Current Assets 611 412
Accounts Payable and Accrued Expenses (982,733) 330,933
Note Payable Due to Stockholders/Officers (19,500) --
Deferred Subscription Revenue (93,810) (46,286)
Other Long Term Liabilities -- (254,538)
--------------- ---------------
Net Cash Used in Operating Activities (3,149,690) (4,217,543)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property and Equipment (304,301) (366,358)
Proceeds from Sale of Marketable Securities 9,996 --
Proceeds from Sale of Commercial Properties 500,177 --
Advances to Stockholders/Officers (4,000) --
--------------- ---------------
Net Cash Provided by/(Used in) Investing Activities 201,872 (366,358)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on Notes Payable (347,122) (20,600)
Payments on Capital Lease -- (50,000)
Payments due Stockholder/Officer -- (139,275)
Notes Receivable -- (80,000)
Net Proceeds from Debenture Issuance -- 3,623,500
Net Proceeds from Stock Issuance and Stock Subscription 4,960,328 587,680
--------------- ---------------
Net Cash Provided by Financing Activities 4,613,206 3,921,305
NET INCREASE (DECREASE) IN CASH 1,665,388 (662,596)
CASH AND CASH EQUIVALENTS, Beginning of Period 86,019 2,486,313
--------------- ---------------
CASH AND CASH EQUIVALENTS, End of Period $ 1,751,407 $ 1,823,717
--------------- ---------------
--------------- ---------------
The accompanying notes are an integral part of these condensed consolidated statements.
</TABLE>
6
<PAGE>
AMERICAN TECHNOLOGIES GROUP, INC. AND SUBSIDIARIES
APRIL 30,1997
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results for
the nine and three month periods ended April 30, 1997 are not necessarily
indicative of the results that may be expected for the year ended July 31,
1997. For further information, please refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on
Form 10-KSB/A for the year ended July 31, 1996.
2. ORGANIZATION, LINE OF BUSINESS AND SIGNIFICANT BUSINESS RISKS
a. ORGANIZATION AND LINE OF BUSINESS
American Technologies Group, Inc. (the Company or ATG) was formed on
September 27, 1988, and merged with an inactive publicly owned company
named One Stop Printing, Inc., a Minnesota corporation, formerly General
Cybernetics Corporation. General Cybernetics Corporation was incorporated
in September 1968 and was merged with and changed its name to One Stop
Printing, Inc. in December 1972. In February 1991, First Western
Acquisitions, Inc. (FWA), a newly-formed Nevada corporation, acquired
effective control of the Company in a reverse merger transaction with the
inception of the new entity beginning in February 1991 using the name ATG.
Prior to February 1991, the Company was inactive. ATG was in the
development stage until July, 1994 at which time it acquired the
publishing business of Final Frontier Publishing, Inc., now named ATG
Media, Inc., a Minnesota corporation (ATG Media).
In July 1994, ATG acquired an 85 percent interest in ATG Media in an
acquisition accounted for by the purchase method of accounting with the
results of operations of ATG Media consolidated with the results of the
Company from the date of acquisition (July 29, 1994). In August 1994, ATG
completed the acquisition of the remaining 15 percent interest of ATG
Media at which time it became a wholly-owned subsidiary.
In April 1995, ATG acquired 100 percent of the common stock of New Concept
Mining, Inc. (New Concept Mining) a Nevada corporation. The acquisition
of New Concept Mining was accounted for by the purchase method of
accounting with the results of operations of New Concept Mining
consolidated with the results of the Company from the date of acquisition
(April 21, 1995).
ATG is a research and development company principally involved in
developing, through in-house investigation and science, proprietary energy
and environmental systems which offer innovative methods to reduce, and
in some cases eliminate, hazardous chemical by-products or emissions
resulting from industrial production and combustion processes.
ATG Media develops and markets space and science related publications,
books and merchandise for professionals involved in, and enthusiasts of,
space exploration. ATG Media's principal publication is Final Frontier
Magazine which was first published in 1986.
7
<PAGE>
New Concept Mining was formed for the purpose of acquiring mineral
properties with the long-term goal of developing and mining these
properties. Some of the mineral properties acquired are currently
non-producing and have either never been mined or mining activities were
ceased in excess of ten years ago.
b. SIGNIFICANT BUSINESS RISKS
Since its inception, the Company has incurred significant operating
losses. The ability of the Company to successfully carry out its business
plan is dependent upon its ability to (1) generate significant revenues
through its existing assets and operating businesses which it has
acquired, (2) expand its customer base, and (3) overcome significant
product development issues.
3. CONVERTIBLE DEBENTURES
In November, 1996, the Company issued $1,400,000 of 7 percent Convertible
Debentures (7% Debentures), maturing November 1, 1999 with a conversion
price equal to the lower of $2.775 or 70% of the average closing bid price
of the Common Stock for the five trading days prior to the conversion.
$700,000 of the 7% Debentures plus accrued interest were converted into
550,107 shares of Common Stock during the quarter ended January 31, 1997
and the remaining $700,000 of the 7% Debentures plus accrued interest were
converted into 496,860 shares of Common Stock during the quarter ended
April 30, 1997. During the prior quarter $600,000 was recorded as an
interest expense in connection with the 70% discount to market on the
$1,400,000 of 7% Debentures.
In March, 1997, the Company issued $2,000,000 of 7.5 percent Convertible
Debentures (7.5% Debentures), maturing March 1, 2000. The accrued interest
is due upon the earlier of conversion or maturity. Up to one-third of the
original principal amount of the 7.5% Debentures is convertible into
Common Stock commencing 45 days after issuance, up to two-thirds of the
original principal amount of the 7.5% Debentures is convertible into
Common Stock commencing 75 days after issuance and up to 100 percent of
the original principal amount of the 7.5% Debentures is convertible into
Common Stock commencing 105 days after issuance, at the sole option of the
holder. The conversion price is equal to the lower of $3.225 or 75 percent
of the average closing bid price of the Common Stock for the five trading
days prior to conversion. Prior to conversion, the Company recorded
$666,666 as accrued interest expense in connection with the conversion
discount. Subsequent to the end of the quarter, $1,333,333 of the 7.5
percent Convertible Debentures were converted into 465,560 share of Common
Stock.
4. CAPITAL STOCK
a. COMMON STOCK
During the nine months ended April 30, 1997, the Company issued 174,814
shares of Common Stock for services rendered valued at $351,060. All shares
issued were valued at estimated market value at date of issuance. In
addition, 25,000 shares of Common Stock were issued at $1.33 per share
upon exercise of an option issued for services.
b. PREFERRED STOCK
ATG's authorized preferred stock is 50,000,000 shares, par value $0.001 per
share. The preferred stock may be issued from time to time in series having
such designated preferences and rights, qualifications and limitations as
the Board of Directors may determine.
The Company has designated a series of preferred stock called Series A
Convertible Preferred Stock (Series A Stock) and has authorized 10,000,000
shares. The Series A Stock receives a ten percent higher dividend than the
Common Stock, is entitled to one vote per share, shares equally with the
Common Stock upon liquidation and is convertible into one share of Common
Stock at any time at least five years after issuance upon the payment
of $3.00 per share. As of
8
<PAGE>
April 30, 1997, 378,061 shares of Series A Stock were outstanding, no
shares having been converted.
The Company has designated a second series of preferred stock called
Series B Convertible Preferred Stock (Series B Stock) and authorized
500,000 shares. The Series B Stock has a liquidation preference of $8.00
per share, is entitled to one vote per share and is convertible upon
holders request without the payment of any additional consideration
during the first year following issuance into the number of shares of
Common Stock equal to the quotient of $8.00 per share and the Market
Value per Share for the ten trading days immediately preceding
conversion and in subsequent years into one share of Common Stock for
each share of Series B Stock. Of the 224,204 Series B Stock subscriptions
originally issued in connection with the ATG Media acquisition, an
aggregate 190,454 subscriptions were converted into 507,276 shares of
Common Stock in fiscal years 1995 and 1996. During the first fiscal
quarter of 1997, the remaining 33,750 shares of Series B Stock
subscriptions were canceled in exchange for 15,000 shares of Common
Stock.
The Company has designated a third series of preferred stock called
Series C Convertible Preferred Stock (Series C Stock) and authorized
2,000 shares. The Series C Stock has a liquidation preference of $1,000
per share, an 8 percent coupon payable at the time of conversion, is
non-voting and is convertible upon holders request without the payment of
any additional consideration up to 50 percent on the forty-fifth day
following the original issuance and is fully convertible on the
seventy-fifth day following the original issuance into the number of
shares of Common Stock equal to $1,000 per share plus accrued dividends
divided by 70 percent of the Market Value per share for the five trading
days immediately preceding conversion. The Series C Stock automatically
convert on the second anniversary of the date of issuance. During the
first fiscal quarter of 1997, all of the outstanding shares of Series C
Stock were converted into 1,490,702 shares of Common Stock. In connection
with the conversion discount of the Series C Stock, the Company recorded
a dividend of $857,143.
c. STOCK OPTION PLANS
During fiscal 1994, the Company adopted the 1993 Incentive Stock Option
Plan (Incentive Plan) and the 1993 Non-Statutory Stock Option Plan
(Non-Statutory Plan) to grant options to purchase up to a maximum of ten
percent of the total outstanding Common Stock of the Company. Options
are issued at the discretion of the Board of Directors to employees only
under the Incentive Plan and to non-employees under the Non-Statutory
Plan. Under the Incentive Plan, the exercise price of an Incentive Stock
Option shall not be less than the fair market value of the Common Stock
on the date the option is granted. However, the exercise price of an
Incentive Stock Option granted to a ten percent stockholder (as defined
in the Incentive Stock Option Plan), shall be at least one hundred ten
percent of the fair market value of Common Stock on the date the option
is granted. Exercise prices of options granted under the Non-Statutory
Plan may be less than fair market value. Each option expires at the date
fixed by the Board upon issuance but in no event more than ten years.
The plans expire December 2002.
As of April 30, 1997, there were 1,912,500 outstanding options
exercisable at between $1.50 and $6.25 per share, of which 1,115,875
such options have vested. No stock options granted under either Plan
have been exercised since July 31, 1996.
d. STOCK SUBSCRIPTIONS
As of April 30, 1997, the Company had not issued (i) 5,000 shares of
Common Stock owed for services rendered prior to April 30, 1997, valued
at $10,000, (ii) 58,707 shares of Common Stock sold under private
placements during fiscal 1996 for an aggregate of $106,070 in cash
received prior to July 31, 1996, (iii) 12,500 shares of Common Stock
issuable in connection with the exercise of stock options at an exercise
price of $4.00 per share, and (iv) 127,500 shares of
9
<PAGE>
Common Stock sold under a private placement during the quarter for an
aggregate of $395,000 in cash. These amounts have been included within
stock subscriptions in the accompanying consolidated balance sheets.
5. SUBSEQUENT EVENT
In May, 1997, an additional 89,167 shares of Common Stock were sold
under a private placement for an aggregate of $255,000 in cash.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.
Total assets increased by $57,300 from $9,981,800 to $10,039,000 at July 31,
1996 and April 30, 1997, respectively. This increase was the net result of an
increase in current assets of $134,400, primarily consisting of increases in
amounts due from shareholders and account, subscription and note receivables
of $708,100 and inventory of $146,600, partially offset by a cash decrease of
$662,600, an increase in Property, Equipment and Mineral Properties of
$341,500; and a decrease of Goodwill of $471,300.
Total liabilities increased by $2,880,800 from $3,555,700 to $6,436,500 at
July 31, 1996 and April 30, 1997, respectively. This increase is comprised of
an increase in current liabilities of $252,600 principally the result of an
increase in accounts payable due to increased accounts payable of New Concept
and ATG from increased general operations and at New Concept from the purchase
of new equipment and its drill program and an increase in long term liabilities
of $2,628,300 principally the result of the issuance of the 7% Convertible
Debentures, $2,687,100, including accrued interest. Subsequent to April 30,
1997, $1,333,333 of principal amount of the 7% Convertible Debentures were
converted into Common Stock.
During June, 1997, ATG anticipates purchasing its currently leased premises
and the adjacent property for $875,000. The Company intends to finance 55% of
the purchase price with the remaining amount to be paid using the Company's
cash reserves. The Company's production facilities will be expanded and moved
to the new building when acquired and renovated. As a result, additional
research facilities will be added to the currently occupied building. The
cost of these improvements is estimated at $150,000. The payments on the
mortgage will be less than the current lease rental payments on the Company's
currently occupied building.
The Company's consolidated revenue increased by $1,044,400 from $149,000 to
$1,193,400 for the quarters ended April 30, 1996 and 1997, respectively. This
increase in revenue was primarily attributable to an increase in product sales
of $1,025,000 comprised of increased sales of The Force-Registered Trademark-
and the Company's IE-TM- crystal products. Costs and expense increased
$1,438,100 from $1,516,100 to $2,954,200 for the quarters ended April 30, 1996
and 1997, respectively. One-half of this increase consists of interest expense
related to the conversion discount on the 7.5% Convertible Debentures. This
increase is also attributable to of increased research and development
projects, product sales and marketing expenses, and expanded mine development
and operations, as well as additional related increases in general and
administrative costs. As a result, ATG's consolidated loss increased $393,800
from $1,367,100 to $1,760,900 for the quarters ended April 30, 1996 and 1997,
respectively.
The Company's cash flow used in operations increased from $3,149,700 to
$4,217,500 for the nine months ended April 30, 1996 and 1997, respectively.
The primary source of working capital during the nine months ended April 30,
1997 was the sale of $4,100,000 of Debentures for net proceeds of $3,623,500
and net proceeds from the sale of stock and stock subscriptions of $587,700.
In the comparable period in 1996, the primary source of working capital was
the sale of Common Stock for net proceeds of $4,960,300. The Company
anticipates that revenues generated from current operations will be sufficient
to continue its operations at the current level for the remainder of the
fiscal year, however, there can be no assurance to this effect.
11
<PAGE>
PART II
OTHER INFORMATION
ITEM 2 CHANGES IN SECURITIES
(a) Not applicable.
(b) Not applicable.
(c) During April, 1997, two individuals exercised options to purchase twelve
thousand, five hundred (12,500) shares of Common Stock at $4.00 per share.
These shares were not issued as of April 30, 1997. The issuance is claimed
to be exempt from registration under the Securities Act of 1933, as amended
(the "Act"), pursuant to Section 4(2) thereof, as a transaction not involving
a public offering, in that the purchasers had full access to all material
information concerning the Company and were acquiring the shares for
investment and not with a view to distribution. There were no underwriting
discounts or commissions paid in connection with the issuance of the Common
Stock nor was any advertising or other form of general solicitation used by
the Company.
In an offering completed in June, 1997, the Company sold for cash to 27
existing foreign shareholders of the Company an aggregate of 216,667 shares of
Common Stock at $3.00 per share. The sales were exempt from registration
under the Securities Act of 1933, as amended, pursuant to Regulation S adopted
thereunder. Rhyner & Partner and Stephen Thut acted as placement agents for a
fee of 10% of the proceeds.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
None.
(b) REPORTS ON FORM 8-K.
None.
12
<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.
AMERICAN TECHNOLOGIES GROUP, INC.
By: /s/ JOHN COLLINS
----------------
John Collins
Chairman of the Board,
Chief Executive Officer and
Treasurer
Date: June 13,1997
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<CASH> 1,823,717
<SECURITIES> 0
<RECEIVABLES> 1,018,896
<ALLOWANCES> 0
<INVENTORY> 190,570
<CURRENT-ASSETS> 3,033,183
<PP&E> 7,270,918<F1>
<DEPRECIATION> 265,003
<TOTAL-ASSETS> 10,039,098
<CURRENT-LIABILITIES> 6,436,569
<BONDS> 0
0
378
<COMMON> 19,641
<OTHER-SE> 3,582,510
<TOTAL-LIABILITY-AND-EQUITY> 10,039,098
<SALES> 1,533,316
<TOTAL-REVENUES> 1,533,316
<CGS> 0<F2>
<TOTAL-COSTS> 4,439,823
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,899,118
<INCOME-PRETAX> (6,338,941)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,338,941)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,338,941)
<EPS-PRIMARY> (.40)
<EPS-DILUTED> 0<F3>
<FN>
<F1>INCLUDES GOODWILL 922,724 NET
<F2>NOT CALCULATED
<F3>NOT CALCULATED
</FN>
</TABLE>
