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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB/A
AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
American Stone Industries, Inc.
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(Name of Small Business Issuer in its charter)
Delaware 13-3704099
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
900 Keele Street Toronto, Ontario Canada M6N 3E7
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (416) 653-6111
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Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
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Securities to be registered under Section 12(g) of the Act:
Common Shares ($.001 par value)
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(Title of Class)
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(Title of Class)
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has been set for this action; however, it is anticipated that the reverse stock
split will occur in the Second Quarter of 1997.
B. TYRRELL STONE DESIGN
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ASI agreed to acquire Tyrrell in February 1996 and closed the
acquisition on May 23, 1996 in exchange for two hundred thousand (200,000)
shares of common stock of the Company. It is anticipated that Tyrrell, a wholly
owned subsidiary of ASI, will provide sales in Canada as the Canadian leg of the
Company.
Tyrrell provides design drawings to architects and stone processing
centers throughout North America. Through this acquisition, ASC intends to
expand the scope and magnitude of services which it can offer to customers and
become more involved in the design phase of projects, thereby being in a
position to suggest the use of Berea Sandstone as part of a project.
The revenue of Tyrrell is limited to job bills. Tyrrell has four (4)
full-time employees. All work is performed in Toronto, Canada. For the twelve
(12) months ending December 31, 1996, Tyrrell's revenue was approximately five
percent (5%) of the aggregate revenue of ASC.
Tyrrell owns no assets (other than desktop computers and other office
equipment), intellectual property or proprietary licenses. Competition in the
design arena is diversified and intense. As a practical matter, it is not
anticipated that Tyrrell will be a significant contributor of revenue for ASC,
but the services available through Tyrrell will assist ASC in marketing its
products and servicing the needs of its customers.
3. FACTORS AFFECTING PROFITABILITY
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As discussed in more detail at "Management's Discussion and Analysis of
Certain Relevant Facts," for the past two (2) fiscal years (1995 and 1996), ASI
was not profitable. In the opinion of management, the following is a
chronological schedule of the events which must or should occur in order for ASI
to become profitable:
<TABLE>
<CAPTION>
EXPECTED DATE OR NUMBER
MANNER OF OF MONTHS WHEN
EVENT OR MILESTONE OCCURRENCE OR EXPECTED TO BE
- ------------------ METHOD OF ACCOMPLISHED
ACHIEVEMENT --------------
-------------
<S> <C> <C>
1. Reduction of cost for electrical Negotiation with 7/97
service due to changeover to suppliers
municipal supply.
</TABLE>
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<TABLE>
<CAPTION>
EXPECTED DATE OR NUMBER
MANNER OF OF MONTHS WHEN
EVENT OR MILESTONE OCCURRENCE OR EXPECTED TO BE
- ------------------ METHOD OF ACCOMPLISHED
ACHIEVEMENT --------------
-------------
<S> <C> <C>
2. Introduction of Master Stone Individual hired 4/97
Carver/Foreman for the No. 3 Mill -
in which specialty work is performed.
3. Clear new quarry area - No. 7 quarry. Block will be 4/97
easier to access
and thus reduce
cost of extraction.
4. Complete set up of distribution yards Increase 5/97
throughout Ontario and Quebec. international
sales. These
markets
historically use
more stone per
capita than the
United States.
5. Pursue land development projects. This development 1998-1999
would utilize
excess property
that would not
impede core
business.
6. Development of warm weather market i.e., New 1998-1999
South West U.S.A. and Pacific Coast. Development
</TABLE>
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<TABLE>
<CAPTION>
EXPECTED DATE OR NUMBER
MANNER OF OF MONTHS WHEN
EVENT OR MILESTONE OCCURRENCE OR EXPECTED TO BE
- ------------------ METHOD OF ACCOMPLISHED
ACHIEVEMENT --------------
-------------
<S> <C> <C>
7. Winterization of primary sawing facility and
introduction of 11-6 Diameter Block Saw. Enables Completed -
production to November 1996
proceed through
winter months.
Allows for
Inventory
building-up
for head
start on
construction
season.
8. Relocate ASI head office to Quarry location a) Reduces office 10/97
- South Amherst, Ohio from Toronto, overhead and
Canada. duplication of
labor.
b) Closer to core
business and
Company assets.
</TABLE>
In addition, during the period summarized above, ASI will require
further operating capital, and the ability of the Company to remain liquid could
be impaired. See "Management's Discussion and Analysis of Certain Relevant
Factors."
4. CASH FLOW/LIQUIDITY
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The Company does not currently have, and is not expected to have within
the next twelve (12) calendar months, any cash flow or liquidity problems. The
Company is not in default with respect to any note, loan, lease or other
indebtedness or financing agreement. The Company is not subject to any
unsatisfied judgments, liens or settlement obligations; however, there are
accrued, unpaid and delinquent property taxes which are being brought current
pursuant to a five-year payment plan with the applicable County.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this AMENDED registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
American Stone Industries, Inc.
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(Registrant)
Date: April 17, 1997
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By:
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(Signature)*
*Print the name and title of each signing officer under his or her signature
/s/ ENZO COSTANTINO /s/ GLEN GASPARINI
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ENZO COSTANTINO GLEN GASPARINI
/s/ TIMOTHY I. PANZICA /s/ MICHAEL J. MEIER
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TIMOTHY I. PANZICA MICHAEL J. MEIER
/s/ THOMAS H. ROULSTON, II
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THOMAS H. ROULSTON, II
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