U.S. 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 December 31, 1999
Commission file number 0-20468
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 68-0195770
-------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
629 J Street, Sacramento, CA 95814
----------------------------------------
(Address of principal executive offices)
(916) 231-0400
--------------------------
(Issuer's telephone number)
(Former address if changed since last report)
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 X No
Number of shares of common stock outstanding as of January 31, 2000: 55,078,862
<PAGE>2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
Condensed Balance Sheet
December 31, 1999
(Unaudited)
<TABLE>
<S> <C>
Assets
Current assets:
Cash $ 737,672
Accounts receivable, net 226,549
Other current assets, including notes
receivable from employees and officers 105,959
--------------
Total current assets 1,070,180
--------------
Property and equipment:
Equipment 42,139
Accumulated depreciation and amortization (1,755)
--------------
Property and equipment, net 40,384
--------------
$ 1,110,564
==============
Liabilities and Stockholders' Deficit
Current liabilities:
Notes payable to stockholders $ 3,258,090
Notes payable to directors 43,469
Accounts payable to stockholders 696,338
Accounts payable 105,664
Accrued payroll and related expenses 184,861
Accrued preferred stock dividends 673,751
Other current liabilities 171,805
--------------
Total current liabilities 5,133,978
--------------
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $6.00 par value - 1,200,000 shares authorized, 204,167 Series
D shares issued and outstanding; liquidation
preference value of $1,898,753 1,225,002
Common stock, $0.01 par value - 100,000,000 shares
authorized, 54,366,186 shares issued and outstanding 543,662
Common stock to be issued 2,561,999
Common stock subscriptions receivable (2,561,999)
Additional paid-in capital 33,227,256
Accumulated deficit (39,019,334)
--------------
Total stockholders' deficit (4,023,414)
--------------
$ 1,110,564
==============
See accompanying notes to condensed financial statements.
</TABLE>
<PAGE>3
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
Condensed Statements of Operations
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Six Months
Ended December 31, Ended December 31,
----------------------------- --------------------------------
1999 1998 1999 1998
----------- ------------ ------------- -------------
Contract programming:
Contract programming revenue $ 700,626 $ 1,809,755 $ 1,645,277 $ 3,519,763
Contract termination fees 203 - 5,453 -
Programmer costs (454,404) (1,291,561) (1,106,468) (2,562,819)
Start-up and other costs (153,846) (239,068) (356,969) (397,591)
----------- ------------- ------------- -------------
Contract programming gross profit 92,579 279,126 187,293 559,353
Internet Provider Network Costs (234,232) - (235,820) -
Selling, general and administrative (279,124) (302,151) (554,480) (642,345)
----------- ------------- ------------- -------------
Loss from operations (420,777) (23,025) (603,007) (82,992)
Other income (expense):
Interest income 7,798 - 18,907 -
Interest expense (95,146) (175,766) (2,618,657) (287,594)
----------- ------------- ------------- -------------
(87,348) (175,766) (2,599,750) (287,594)
----------- ------------- ------------- -------------
Net loss $ (508,125) $ (198,791) $ (3,202,757) $ (370,586)
=========== ============= ============= =============
Preferred stock dividends in arrears (30,625) (30,625) (61,250) (61,250)
----------- ------------- ------------- -------------
Net loss applicable to
common stockholders $ (538,750) $ (229,416) $ (3,264,007) $ (431,836)
=========== ============= ============= =============
Net loss per share $ (0.01) $ (0.01) $ (0.07) $ (0.02)
=========== ============= ============= =============
Shares used in per share calculations 54,299,591 26,120,499 45,559,169 26,120,499
=========== ============= ============= =============
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>4
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<S> <C> <C>
Six Months
Ended December 31,
-------------------------------
1999 1998
---------- -----------
Net cash used in operating activities $ (437,439) $ (298,897)
----------- -----------
Cash flows from investing activities:
Purchase of equipment (42,139) -
----------- -----------
Net cash provided by investing activities (42,139) -
----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock 1,150,346 -
Proceeds from exercise of options and warrants 32,402 -
Proceeds from notes payable to stockholders 33,500 273,647
Proceeds from notes payable to directors 1,860 1,860
Payments on notes payable to stockholders (33,500) (12,960)
----------- -----------
Net cash provided by financing activities 1,184,608 262,547
----------- -----------
Net increase (decrease) in cash 705,030 (36,350)
Cash at beginning of period 32,642 89,696
----------- -----------
Cash at end of period $ 737,672 $ 53,346
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>5
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALTERNATIVE TECHNOLOGY RESOURCES, INC.
Notes to Condensed Financial Statements
December 31, 1999
(Unaudited)
Note 1 - Basis of Presentation
- --------------------------------
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. For further information, refer to the financial statements
and footnotes thereto included in the Company's annual report on Form 10-KSB for
the fiscal year ended June 30, 1999.
In the opinion of management, the unaudited condensed financial statements
contain all adjustments, consisting of normal recurring adjustments, considered
necessary to present fairly the Company's financial position at December 31,
1999, results of operations for the three and six month periods ended December
31, 1999 and 1998, and cash flows for the three and six months ended December
31, 1999 and 1998. The results for the period ended December 31, 1999 are not
necessarily indicative of the results to be expected for the entire fiscal year
ending June 30, 2000.
The report of independent auditors on the Company's June 30, 1999, financial
statements includes an explanatory paragraph indicating there is substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments to reflect the uncertainties related
to the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the inability of the Company
to continue as a going concern. Based on the steps the Company has taken to
refocus its operations, the Company believes that it has developed a viable plan
to address the Company's ability to continue as a going concern and that this
plan will enable the Company to continue as a going concern through the end of
fiscal year 2000. However, considering, among other things, the Company's
historical operating losses, the expected substantial cost to develop and
establish the Company's Internet medical provider network (IPN) [see Part I,
Item 2 "Management's Discussion and Analysis and Results of Operations --
Overview"], and its history in the contract computer programming industry, there
can be no assurance that this plan will be successfully implemented. The Company
does not expect to generate positive cash flow from operations during fiscal
2000 or to be able to pay off current obligations, fund the establishment of its
IPN or growth of its computer programmer business. Therefore, the Company
contemplates needing to raise additional financing during fiscal 2000, the
receipt of which cannot be assured.
Note 2 - Financing Arrangements
- --------------------------------
See Part I, Item 2 "Management's Discussion and Analysis and Results of
Operations -- Liquidity and Capital Resources."
<PAGE>6
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Note 3 - Healtheon Agreement
- ------------------------------
In September 1999 the Company entered into an agreement with Healtheon
Corporation to allow under insured and uninsured healthcare consumers to
register to use ATR's IPN, when it is developed, through the use of Healtheon's
WebMD Internet consumer portal. The agreement provides for development fees to
Healtheon estimated to cost $160,000. The agreement also requires payment to
Healtheon of $250,000 upon a promotional announcement of ATR's IPN program on
Healtheon's Internet portal, and a sharing of revenues when operational.
Operations are to begin no later than six months following acceptance of the
application software or the IPN has 100,000 primary care providers, whichever is
earlier. The agreement term is three years, but subject to modification or
withdrawal of services by Healtheon with certain financial penalties. In
addition, revenue sharing is subject to renegotiation on an annual basis based
on the date the program becomes operational.
On October 12, 1999, the Company and Healtheon received a letter from the
California Department of Corporations ("DOC") inquiring whether or not the
Company's proposed services, when offered to California consumers under the
agreement with Healtheon, may constitute a health care service plan requiring
the Company to be licensed with the DOC in California. The Company does not
believe that its proposed business services constitute a health care service
plan. The Company has provided additional documentation in support of its
position to the DOC. No assurance can be given that the DOC will agree with the
Company's position. If the DOC determines that the Company's proposed business
services constitute a health care service plan, the Company will consider its
options including licensing with the DOC or restructuring its agreement with
Healtheon.
<PAGE>7
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis and Results of Operations
Management's Discussion and Analysis
The following discussion provides information to facilitate the understanding
and assessment of significant changes in trends related to the financial
condition of the Company and its results of operations. It should be read in
conjunction with the Company's financial statements and the notes thereto and
other financial information included elsewhere in the 10-KSB for the fiscal year
ended June 30, 1999.
Overview
Alternative Technology Resources, Inc. ("ATR" or the "Company"), a Delaware
corporation, was founded in 1989 to develop and sell computer integrated medical
laboratory information systems ("LIS"). The Company operated under the name 3Net
Systems, Inc. and was never successful in the LIS market. Therefore, in fiscal
1996, the Company stopped new system development and later decided to exit LIS
entirely.
During fiscal 1997, the Company changed its name to Alternative Technology
Resources, Inc. and focused its efforts on its computer programmer placement
business. ATR recruits experienced, qualified computer programmers primarily
from the former Soviet Union, obtains necessary visas, and places them for
assignment in the United States. ATR is also recruiting programmers from South
Korea for future placement. ATR's computer programmer placement business has not
generated and currently is not generating sufficient cash flow to support
operations. Further, there has been a decline in contract programming revenues
caused by the non-renewal of programmer contracts from a high of 96 programmers
at customer locations during fiscal year 1999 to 31 programmers as of December
31, 1999. The Company is exploring various options, including whether to
continue in the computer programmer placement business.
In August 1999, ATR decided to pursue the establishment of an Internet medical
provider network (IPN). The Company plans to use its experience in healthcare
and information technology to offer the nation's 600,000 plus medical providers
the ability to more directly link their practice via the Internet to parties
that pay for medical services. ATR is initially focusing on those who are under
insured and the 44 million Americans who are uninsured. In September 1999, the
Company entered into an agreement with Healtheon Corporation to allow under
insured and uninsured consumers to register to use ATR's IPN, when it is
developed, through the use of Healtheon's WebMD Internet consumer portal. In
October 1999, the Company began its IPN development efforts. No assurance can be
given that the Company will be able to develop and market an IPN, or if
developed, that it will be profitable.
Results of Operation
Contract programming
Contract Programming Revenue. Contract programming revenue results primarily
from sales of programmer services. Revenue for the three and six month periods
ended December 31, 1999 decreased $1,109,000 or 61% and $1,874,000 or 53%,
<PAGE>8
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis and Results of Operations
respectively, over the same periods of the previous year. This decrease is due
to a reduction in the average number of contract programmers working at customer
sites in the periods ended December 31, 1999, compared to the same periods in
the prior year. There was an average of 39 and 32 programmers at customer sites
for the three and six month periods ended December 31, 1999 compared to 92 and
93 for the same periods ended December 31, 1998. Two events in the last half of
fiscal 1999 began to impact ATR's results of operations: customers moving toward
utilizing individual programmers or small (2 to 4 people) programming teams
rather than large programming teams, and several customers choosing to exercise
a contract termination provision which allowed them to convert ATR's programmers
to their employees. As a result, when contracts with several customers
approached their termination date, they were either not renewed, renewed for a
fewer number of programmers, or programmers converted to customer employees.
Contract Termination Fees. Contract termination fees are amounts received from
customers when they exercise the contract provision which allows them to convert
ATR's programmer to their employee. In addition, these fees can also be received
from programmers when they exercise their contract provision to terminate their
relationship with the Company prior to the termination date of their contract.
These fee amounts are stipulated in customer and programmer contracts, are based
on the length of time remaining under the contract, and are recognized as
revenue when such contract provisions are invoked. Although contract termination
fees are common in the industry, the number and frequency of exercises of the
"buy-out" provisions is unpredictable.
Programmer Costs. Programmer costs are the salary, and other wage and benefit
costs of ATR's programmer employees. These costs decreased 65% and 57% for the
three and six month periods ended December 31, 1999 compared to the same periods
last year. This decrease is primarily due to the reduction in the number of
contract programmers working at customer sites as discussed above in "Contract
Programming Revenue."
Start-up and Other Costs. Start-up and other costs are the costs of recruiting,
training, and travel for programmer employees coming to the United States from
the Former Soviet Union for the first time, relocation costs within the United
States, and legal and other costs related to obtaining and maintaining
compliance with required visas, postings and notifications.
Included in this category of costs is compensation paid by ATR whenever
programmer employees are hired and enter the United States or are relocated once
in the United States but before these programmers begin working at a customer's
work site. There are times when under immigration law, ATR, as employer, must
pay a programmer employee at least 95% of prevailing wages for his or her
specialty even when the programmer is not placed.
ATR expenses start-up and other costs as incurred, which results in timing
differences between the incurring of expense and recognition of resulting
revenue. Such differences may be particularly evident in ATR's case because of
its relatively small revenue base. The affect may be particularly noticeable
whenever the timing of placement of employees is such that the major start-up
costs occur late in one reporting period and the revenues appear in subsequent
periods.
<PAGE>9
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis and Results of Operations
Start-up and other costs decreased $85,000 and $41,000 in the three and six
month periods ended December 31, 1999, as compared to the same periods in fiscal
1999. This decrease is due to a decrease in the number of programmers who were
in the United States but not working at customer sites, an average of 3 during
the second quarter of fiscal 2000 compared to 5 in the second quarter of fiscal
1999.
Contract Programming Gross Profit. The gross profit on contract programming
revenue was 13% and 11% for the three and six month periods ended December 31,
1999, respectively, compared to 15% and 16% for the same periods in fiscal 1999.
Decreases are primarily due to start-up and other costs being a higher
proportion of revenue in fiscal 2000 compared to fiscal 1999, 22% for the six
months ended December 31, 1999 compared to 11% for the same period ended
December 31, 1998.
Internet Provider Network Costs
In October 1999 the Company began its IPN development. Costs incurred consist of
selling and administrative, including marketing healthcare providers.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses ("SG&A"). SG&A expenses decreased
$23,000 or (8%) and $88,000 or (14%) for the three and six month periods ended
December 31, 1999, respectively, compared to the same periods of the prior
fiscal year. This decrease is primarily due to a decrease in non-cash employee
compensation related to stock grants in fiscal 1999 to the Company's former
Chief Executive Officer.
Other Income (Expense)
Interest Income. Interest income is related to short term investment of cash
balances and to notes receivable from employees and officers of the Company.
Interest Expense. Interest expense decreased $81,000 in the three months ended
December 31, 1999 due to conversion of a $1,000,000 note payable to common stock
in the first quarter of fiscal 2000. Interest expense increased $2,331,000 in
the six months ended December 31, 1999, compared to the same period in the prior
fiscal year due to the benefit accruing to the note holders of amending the
conversion terms of the $1,000,000 convertible note (see "Liquidity and Capital
Resources").
Income Taxes
As of June 30, 1999, the Company had a net operating loss carryforward for
federal and state income tax purposes of $25 million and $5 million,
respectively. The federal net operating loss carryforward expires in the years
2006 through 2018 and the state net operating loss carryforward expires in 1999
through 2004. The Company expects that annual limitations on the use of loss
carryforwards generated before September 13, 1993 will result in $4.1 million of
net operating loss carryovers which may not be utilized prior to the expiration
of the carryover period.
<PAGE>10
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis and Results of Operations
Net Loss
Net loss increased $2,832,000 for the six months ended December 31, 1999
compared to the same period in fiscal 1999 primarily due to the increase in
interest expense, decrease in contract programming gross margin, and beginning
IPN development efforts.
Basic and Diluted Net Loss Per Share
The Company's net loss per share has been computed by dividing net loss after
deducting Preferred Stock dividends ($30,625 in each of the three months ended
December 31, 1999 and 1998, and $61,250 in each of the six months ended December
31, 1999 and 1998, respectively) by the weighted average number of shares of
common stock outstanding during the periods presented. Common stock issuable
upon conversion of Preferred Stock, common stock options and common stock
warrants have been excluded from the net loss per share calculations as their
inclusion would be anti-dilutive.
Liquidity and Capital Resources
The Company has used a combination of equity and debt financing and internal
cash flow to fund operations and finance accounts receivable but has incurred
operating losses since its inception.
As a result, the report of independent auditors on the Company's June 30, 1999,
financial statements includes an explanatory paragraph indicating there is
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments to reflect the
uncertainties related to the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the inability of
the Company to continue as a going concern. Based on the steps the Company has
taken to refocus its operations, the Company believes that it has developed a
viable plan to address the Company's ability to continue as a going concern and
that this plan will enable the Company to continue as a going concern through
the end of fiscal year 2000. However, considering, among other things, the
Company's historical operating losses, the expected substantial cost to develop
and establish the Company's IPN, and its history in the contract computer
programming industry, there can be no assurance that this plan will be
successfully implemented. The Company does not expect to generate positive cash
flow from operations during fiscal 2000 or to be able to pay off current
obligations, fund the establishment of its IPN or growth of its computer
programming business. Therefore, the Company contemplates needing to raise
additional financing during fiscal 2000, the receipt of which cannot be assured.
The Company has received short-term, unsecured financing in the form of notes
payable of $3,258,090 in the aggregate from two stockholders, Mr. James W.
Cameron, Jr., a director and the Company's Chief Executive Officer, and Dr. Max
Negri. These notes bear interest at 10.25%. Effective January 1, 2000, Messrs.
Cameron and Negri extended the maturity date on all notes payable originally
maturing December 31, 1999, to the earlier of December 31, 2000, or such time as
the Company obtains equity financing, in return for an extension fee of 2% of
the amounts extended. In addition, interest accrued on these notes as of
December 31, 1999, was included in the extended principal amounts.
<PAGE>11
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis and Results of Operations
Although the Company has not entered into any written agreements with Messrs.
Cameron or Negri, management believes, based on discussions with these two
individuals, that they will continue to fund operations and extend the maturity
dates of the various notes payable until at least June 30, 2001, or until such
time as the Company can repay the notes. However, there can be no assurance that
events may arise which may affect these stockholders' ability to finance the
Company or that the Company may experience significant and unanticipated cash
flow problems which may cause these two stockholders to reconsider their
investment.
During fiscal 1999, approximately 50 visa petitions submitted by the Company to
the U. S. Immigration and Naturalization Service (the "INS") were denied based
on what ATR believed was a misunderstanding by the INS of facts the Company
previously submitted to the California INS office. In an effort to bring to the
attention of the INS what it believed to be errors in the INS's analysis of the
Company and an inadequate understanding of the Company's business practices, ATR
representatives and its immigration attorney met in January 2000 with the
Director and other officials of the California INS office. This meeting
confirmed that the Company is not precluded from filing additional H1-B visa
petitions, including those that had previously been denied. It is ATR's
intention to continue to file H1-B visa petitions as it identifies programmer
placement opportunities; however, in the event the Company is unable to obtain
additional H1-B visas due to the annual limitation on the number of H1-B visas
which can be granted, the Company's operations and financial position could be
adversely affected.
On April 21, 1997, the Company issued an unsecured note payable (the "Straight
Note") to Mr. Cameron for $1,000,000 in accordance with the Reimbursement
Agreement the Company signed on February 28, 1994. Terms of the note provided
for an interest rate of 9.5% and monthly interest payments. No maturity date was
stated in the note; however, under the terms of the Reimbursement Agreement,
upon written demand by Mr. Cameron, the Straight Note was to be replaced by a
note convertible into ATR's common stock (the "Convertible Note") in a principal
amount equal to the Straight Note and bearing interest at the same rate. The
conversion price of the Convertible Note was equal to 20% of the average trading
price of the Company's common stock over the period of ten trading days ending
on the trading day next preceding the date of issuance of such Convertible Note.
Subsequent to June 30, 1999, Mr. Cameron disposed of a portion of his interest
in the Straight Note, reducing the balance due him to $711,885, plus accrued
interest. On August 19, 1999, the Company's Board of Directors agreed with the
Straight Note holders to fix the conversion price of the Convertible Note to
$0.044 in exchange for the Straight and/or Convertible Notes ceasing to accrue
interest as of that date. Because of the decline in revenues caused by the
non-renewal of programmer contracts and the steady decline in the quoted value
of the Company's common stock at that time (trading price was at $0.25 on August
19, 1999), the Board agreed it was in the best interest of the Company to
eliminate the future market risk that the conversion price become lower than a
fixed conversion price of $0.044. The benefit accruing to the note holders
resulting from the amendment to the conversion terms, as measured on August 19,
1999, was approximately $2.4 million and was recorded as additional interest
expense in the quarter ended September 30, 1999.
<PAGE>12
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis and Results of Operations
Subsequent to August 19, 1999, Mr. Cameron elected to replace his remaining
interest in the Straight Note, including accrued interest, with the Convertible
Note and then simultaneously converted the Convertible Note into 19,762,786
shares of ATR's common stock. All other Straight Note holders have since
replaced their Straight Notes, including accrued interest, with Convertible
Notes and converted such Convertible Notes into an aggregate of 7,998,411 shares
of the Company's common stock.
On August 26, 1999, Mr. Cameron, the Company's majority stockholder, joined the
Board of Directors and assumed the position of Chief Executive Officer. Under
Mr. Cameron's direction, ATR decided to pursue the establishment of an IPN (see
Part I, Item 1, "Note 3 - Healtheon Agreement" and Part I, Item 2, "Management's
Discussion and Analysis -- Overview").
Since September 1999, the Company has received $1,150,347 in private sales of
its common stock at an average price of $3.08 per share, and in December 1999,
the Company received a $2,561,999 common stock subscription in another private
sale at an average price of $3.59 per share. These funds were received by the
Company in January 2000.
The Company has incurred operating losses since inception which have resulted in
an accumulated deficit of $39,019,334 at December 31, 1999. The Company had a
working capital deficit and a stockholders' deficit of $4,023,414 each at
December 31, 1999. Going forward, ATR's IPN development efforts will require
substantial funds prior to generating revenues. Therefore, ATR is pursuing
additional funds through private equity financing or additional debt financing.
Although there can be no assurance that additional financing can be obtained or
that if obtained such financing will be sufficient to prevent the Company from
having to materially reduce its level of operations or be forced to seek
protection under federal bankruptcy laws, management of ATR believes that
sufficient financing will be available until operations can be internally
funded. Ultimately, ATR will need to achieve a profitable level of operations to
fund growth to meet its obligations when they become due.
Effects of Inflation
The Company's most significant cost is for programmer personnel. To the extent
such costs increase, management of the Company believes that customer billing
rates can be increased to cover such personnel increases.
PART II. OTHER INFORMATION
Items 1, 2, 3
None
Item 4. Submission of Matters to a Vote of Security Holders
<PAGE>13
An annual meeting of stockholders was held November 16, 1999 at the Company's
offices in Sacramento, California. The stockholders voted on the following
matters and approved:
1) The election of James W. Cameron, Jr., W. Robert Keen, Edward L.
Lammerding and Thomas W. O'Neil, Jr. as directors of the Company:
50,037,660 shares were received in favor of Mr. Cameron, 4,260 shares
were withheld; 50,031,660 shares were received in favor of Mr. Keen,
10,260 shares were withheld; 49,648,035 shares were received in favor
of Mr. Lammerding, 393,885 shares were withheld; 49,654,035 shares
were received in favor of Mr. O'Neil, 387,885 shares were withheld.
Items 5 and 6
None
<PAGE>14
SIGNATURES
In accordance with the requirements 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.
ALTERNATIVE TECHNOLOGY
RESOURCES, INC.
(Registrant)
Dated: February 8, 2000 /s/ JAMES W. CAMERON, JR.
-----------------------------------
James W. Cameron, Jr.
Chief Executive Officer
(Principal Executive Officer)
Dated: February 8, 2000 /s/ EDWARD L. LAMMERDING
-----------------------------------
Edward L. Lammerding
Chief Financial Officer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 10-QSB
FOR THE PERIOD ENDED DECEMBER 31, 1999, FOR ALTERNATIVE TECHNOLOGY RESOURCES AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Jun-30-2000
<PERIOD-END> Dec-31-1999
<CASH> 737,672
<SECURITIES> 0
<RECEIVABLES> 226,549
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,070,180
<PP&E> 42,139
<DEPRECIATION> 1,755
<TOTAL-ASSETS> 1,110,564
<CURRENT-LIABILITIES> 5,133,978
<BONDS> 0
0
1,225,002
<COMMON> 543,662
<OTHER-SE> (5,792,078)
<TOTAL-LIABILITY-AND-EQUITY> 1,110,564
<SALES> 0
<TOTAL-REVENUES> 1,650,730
<CGS> 0
<TOTAL-COSTS> 2,253,737
<OTHER-EXPENSES> 2,599,750
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,618,657
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<EPS-BASIC> (.07)
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</TABLE>