<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
OMB Approval Expires: Approval Pending
OMB Number: xxxx-xxxx Estimated Average Burden Hours
Per Response: 1.0
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended July 31, 1996
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to .
---------- -----------
Commission file number 0-23356
-----------------------------------------------------
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
------------------------------------------
(Name of Small Business Issuer in Its Charter)
Utah 87-0421089 .
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of IRS Employer Identification
Incorporation or Organization)
3800 Hudson Bend Road, Ste. 300, Austin, Texas 78734 .
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
512-266-2481 .
- --------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section13 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 past 90 days.
Yes X No .
--------------- ----------------
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes No
--------- ---------
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: July 31, 1996----5,040,855
($0.001 par value) common shares --------------------------
- --------------------------------
-1-
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Financial Statements
For the Six Months Ended
July 31, 1996 and 1995
(Unaudited)
-2-
<PAGE> 3
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
July 31, 1996 and 1995
(unaudited)
ASSETS
<TABLE>
<CAPTION>
July 31,
---------------------------
1996 1995
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,560 $ 121,047
Accounts receivable (Note 1)
Trade 365 16,486
Other -0- 236
Prepaid expenses (Note 1) 7,522 19,326
Inventory (Note 1) 96,085 104,378
Total Current Assets 105,532 261,473
PROPERTY AND EQUIPMENT (Note 7)
Plant (net) 217,792 169,250
Machinery and equipment (net) 5,337 6,845
---------- ----------
Total Property and Equipment 223,129 176,095
---------- ----------
OTHER ASSETS
Mining claims (Note 8) 5,081,669 5,089,219
Prepaid expenses (Note 1) -0- 4,250
Business development costs (Note 1) -0- 1,053
Product tradenames (Note 9) -0- 6,125
---------- ----------
Total Other Assets 5,081,669 5,100,647
---------- ----------
TOTAL ASSETS 5,410,330 5,538,215
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 4
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets (Continued)
July 31, 1996 and 1995
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
July 31,
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 12,889 $ 25,223
Current portion of note payable - related party (Note 10) -0- -0-
Notes payable - current portion (Note 11) 122,283 5,644
------------ ------------
Total Current Liabilities 135,172 30,867
------------ ------------
LONG-TERM DEBT
Notes payable-related party (Note 10) 182,539 159,101
Notes payable -0- 132,604
Notes payable - less current portion (Note 11) -0- (5,644)
------------ ------------
Total Long-term Debt 182,539 286,061
------------ ------------
TOTAL LIABILITIES 317,711 316,928
------------ ------------
STOCKHOLDERS' EQUITY
Common stock; authorized 50,000,000 common shares at
$0.001 par value; 5,040,855 and 4,831,210 shares issued
and outstanding, respectively 5,040 4,914
Capital in excess of par value 6,891,664 6,679,366
Deficit accumulated during the development stage (1,804,085) (1,462,993)
------------ ------------
Total Stockholders' Equity 5,092,619 5,221,287
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 5,410,330 5,538,215
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 5
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
July 31, 1996 and 1995
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended From Inception On
July 31, February 9, 1984
-------------------------------------------- Through July 31,
1996 1995 1994 1996
------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C>
REVENUE
Net Sales $ 42,825 $ 11,963 $ 48,417 $ 213,188
Cost of goods sold 36,419 13,743 40,324 226,499
------------ ------------ ------------ ------------
Gross Profit (Note 1) 6,406 (1,780) 8,093 (13,311)
------------ ------------ ------------ ------------
EXPENSES
General and administrative 153,969 207,610 241,263 1,650,879
Depreciation and amortization 10,645 7,448 8,422 64,041
------------ ------------ ------------ ------------
Total Expenses 164,614 215,058 249,685 1,714,920
------------ ------------ ------------ ------------
Net loss before provision for income taxes (158,208) (216,838) (241,592) (1,728,231)
Provision for income taxes -0- -0- -0- -0-
------------ ------------ ------------ ------------
NET LOSS $ (158,208) $ (216,838) $ (241,592) $ (1,728,231)
============ ============ ============ ============
WEIGHTED AVERAGE LOSS PER SHARE $ (.03) $ (.04) $ (.05) $ (1.12)
============ ============ ============ ============
AVERAGE SHARES OUTSTANDING 5,040,855 4,831,210 4,702,352 1,535,000
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 6
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
From Inception on February 9, 1984 to July 31, 1996
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
------------------- Paid-in Development
Shares Amount Capital Stage
-------- -------- ---------- -----------
<S> <C> <C> <C> <C>
Balance at inception -- $ -- $ -- $ --
Issuance of common stock for cash (Note 3) 37,500 38 962 --
Expenses paid by shareholders for the years
ended January 31, 1990 -- -- 518 --
Net loss for the years ended January 31, 1990 -- -- -- (1,618)
-------- -------- -------- --------
Balance, January 31, 1990 37,500 38 1,480 (1,618)
Issuance of common stock for services
rendered in August 1990 391,000 391 7,429 --
Issuance of common stock in September 1990
for various assets from Austin-Young, Inc.
(Note 5) 50,000 50 198,890 --
Issuance of common stock for distribution
licenses from Global Environmental
Industries (GEI) for UT & WA, September 1990
(Note 3) 50,000 50 37,070 --
Contribution from Austin-Young, Inc. -- -- 3,500 --
Issuance of common stock for services
rendered on October 1990 12,500 12 37,488 --
Net loss for the year ended January 31, 1991 -- -- -- (47,756)
-------- -------- -------- --------
Balance, January 31, 1991 541,000 $ 541 $285,857 $(49,374)
-------- -------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 7
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)
From Inception on February 9, 1984 to July 31, 1996
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
---------------------- Paid-in Development
Shares Amount Capital Stage
--------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Balance, January 31, 1991 541,000 $ 541 $ 285,857 $ (49,374)
Common stock returned in exchange for
common stock of GEI in March 1991 (Note 5) (17,000) (17) (85,423) --
Repurchase of common stock from
Austin-Young, Inc. in May 1991 (Note 5) (385,000) (358) (64,662) --
Issuance of common stock for the purchase
of product from Steelhead Specialty
Minerals in August 1991 (Note 6) 10,000 10 74,990 --
Issuance of common stock for the purchase
of mining claims in October 1991 (Note 8) 13,214 13 184,987 --
Common stock canceled by officers/directors
in January 1992 (20,000) (20) 20 --
Contribution from Austin-Young, Inc. -- -- 7,000 --
Net loss for the year ended January 31, 1992 -- -- -- (83,315)
--------- --------- --------- ---------
Balance, January 31, 1992 169,214 $ 169 $ 402,769 $(132,689)
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE> 8
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)
From Inception on February 9, 1984 to July 31, 1996
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
------------------------ Paid-in Development
Shares Amount Capital Stage
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Balance, January 31, 1992 169,214 $ 169 $ 402,769 $ (132,689)
Issuance of common stock for the acquisition of
Geo-Environment Services, Inc. in February 1992 (Note 5) 701,800 702 96,442 --
Issuance of common stock for the purchase of mining claims
in March 1992 (Note 5) 243,000 243 4,859,757 --
Common stock canceled by officer and directors in June 1992
(Note 6) (32,430) (32) 32 --
Cancellation of fractional shares due to reverse stock split (21) -- -- --
Issuance of common stock (pursuant to a repurchase
agreement in May, 1991) to Austin-Young, Inc. for relief of
debt in July 1992 (Note 5) 3,380,000 3,380 61,620 --
Net loss for the year ended January 31, 1993 -- -- -- (126,304)
---------- ---------- ---------- ----------
Balance, January 31, 1993 4,461,563 4,462 5,420,620 (258,993)
Issuance of common stock for services rendered in June 1993
(Note 6) 17,800 18 26,682 --
Issuance of common stock to Austin-Young, Inc. in June 1993
(Note 5) 12,000 12 35,988 --
Issuance of common stock for cash October 1993 (Note 12) 66,667 67 199,936 --
Issuance of common stock as down payment on building
October 1993 (Note 5) 6,000 6 29,994 --
Issuance of common stock for services rendered October 1993
(Note 6) 17,000 17 50,983 --
Issuance of common stock for cash December 1993 (Note 12) 80,072 80 191,321 --
Net loss for the year ended January 31, 1994 -- -- -- (274,862)
---------- ---------- ---------- ----------
Balance, January 31, 1994 4,661,102 $ 4,662 $5,955,524 $ (533,855)
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE> 9
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)
From Inception on February 9, 1984 to July 31, 1996
(unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-in Development
Shares Amount Capital Stage
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, January 31, 1994 4,661,102 $ 4,662 $ 5,955,524 $ (533,855)
Issuance of common stock for services rendered
February 1994 (Note 6) 6,000 6 29,994 --
Issuance of common stock for services rendered in
June 1994 (Note 6) 41,750 42 175,458 --
Issuance of common stock in a private offering 22,500 22 89,978 --
Issuance of common stock for services rendered in
November 1994 (Note 6) 15,000 15 46,235 --
Net loss for the year ended January 31, 1995 -- -- -- (673,048)
----------- ----------- ----------- -----------
Balance, January 31, 1995 4,746,352 $ 4,747 $ 6,297,189 $(1,206,903)
----------- ----------- ----------- -----------
Issuance of common stock for services (Note 6) 9,000 9 22,391 --
Issuance of common stock in private offering (Note 12) 214,168 214 394,148 --
Net Loss for the year ended January 31, 1996 -- -- -- (365,467)
----------- ----------- ----------- -----------
Balance at January 31, 1996 4,969,520 $ 4,970 $ 6,713,728 $(1,572,370)
----------- ----------- ----------- -----------
Issuance of common stock in a private offering 39,834 40 54,710 --
Issuance of common stock for services--April, 1996 8,000 8 15,992 --
Issuance of common stock in a private offering 23,001 22 32,978 --
Issuance of common stock for services--July, 1996 500 -- 750 --
Net loss for the six months ended July 31, 1996 -- -- -- (158,208)
----------- ----------- ----------- -----------
Balance, July 31, 1996 5,040,855 5,040 6,818,158 1,730,578
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
<PAGE> 10
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
From Inception
For the Years Ended On February 9,
January 31, 1984 Through
-------------------------------------------- January 31,
1996 1995 1994 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash Flows From Operating Activities
Net loss $ (365,467) $ (673,048) $ (275,162) $ (1,570,023)
Depreciation and amortization 17,652 18,859 8,395 53,396
(Increase) decrease in receivables 3,457 (11,599) 5,565 (8,142)
Decrease (increase) in prepaid expenses 15,904 52,136 (91,698) (19,989)
Decrease (increase) in inventory (10,417) 25,051 (13,682) (109,098)
(Increase) decrease in payables (47,889) (2,151) 41,487 13,060
Decrease (increase) in prepaid deferred
offering cost -- 56,180 (56,180) --
Stock issued for services 22,400 251,750 77,700 439,500
------------ ------------ ------------ ------------
Net Cash used by Operating Activities (364,360) (282,822) (303,575) (1,201,296)
------------ ------------ ------------ ------------
Cash Flows From Investing Activities
Cash received in acquisition of subsidiary -- -- -- 13,105
Purchase of fixed assets (67,505) (6,908) (180,000) (257,113)
Purchase of product tradenames -- -- (1,960) (26,960)
Organization costs -- -- -- (1,526)
Purchase/sale of mining development cost -- -- 8,321 --
Purchase of mining claims -- -- (261) (26,642)
Sale of licenses -- -- -- 150,000
------------ ------------ ------------ ------------
Net Cash Used by Investing Activities (67,505) (6,908) (173,900) (149,136)
------------ ------------ ------------ ------------
Cash Flows From Financing Activities
Issuance of common stock 394,362 90,000 457,404 1,047,496
Issuance of notes payable 46,423 67,440 233,150 527,348
Principle payments on long-term debt (10,020) (8,673) (71,612) (223,305)
------------ ------------ ------------ ------------
Net Cash Provided by Financing Activities 430,765 148,767 618,942 1,351,539
------------ ------------ ------------ ------------
Net (Decrease) Increase in Cash (1,100) (140,963) 141,467 1,107
Cash at Beginning of Period 2,207 143,170 1,703 --
------------ ------------ ------------ ------------
Cash at End of Period $ 1,107 $ 2,207 $ 143,170 $ 1,107
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-10-
<PAGE> 11
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
From Inception
For the Years Ended On February 9,
January 31, 1984 Through
------------------------------------ January 31,
1996 1995 1994 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Supplemental cash flow information:
Cash Paid For:
Interest $ 18,834 $ 18,859 $ 12,262 $ 52,697
Income Taxes 100 100 145 2,347
Non-Cash Transactions:
Stock issued for mining claims $ -- $ -- $ -- $5,045,000
Stock issued for down payment on building $ -- $ -- $ 30,000 $ 30,000
Stock issued for services $ 22,400 $ 251,750 $ 77,700 $ 439,500
</TABLE>
The accompanying notes are an integral part of these financial statements.
-11-
<PAGE> 12
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Organization
American Absorbents Natural Products, Inc. was incorporated on February
9, 1984 under the laws of the State of Utah and under the name of TPI
Land, Inc. as a wholly-owned subsidiary of TPI, Inc. On September 14,
1990, the Company changed its name to Environmental Fuels, Inc. and began
developing its involvement in various phases of the conversion of
vehicles to operating on compressed natural gas. That developing
business was sold on April 23, 1991 (see Note 3).
On May 6, 1991, the Company changed its name to Geo-Environmental
Resources, Inc. and is now developing its involvement in the distribution
of zeolite, a mineral product which is an absorbent and has many
potential uses such as oil and gas well cleanup, shoe and refrigerator
freshener, landfill absorption, and other agricultural uses.
On February 6, 1992, the Company acquired the outstanding stock of
Geo-Environment Services, Inc., a wholly owned subsidiary involved in
marketing of the zeolite products. The transaction was accounted for
under the purchase method of accounting for business combinations. In
accordance with the FASB technical bulletin 85-5, historical costs were
used to record the acquired assets and liabilities.
In 1996, the Company changed its name to American Absorbent Natural
Products, Inc. and the name of its subsidiary to American Absorbents,
Inc.
Principles of Consolidation
The consolidated financial statements include the accounts of American
Absorbents Natural Products, Inc. and it subsidiary American Absorbents,
Inc. Collectively, these entities are referred to as the Company. All
significant intercompany transactions and accounts have been eliminated.
Method of Accounting
The Company recognized income and expenses according to the accrual
method of accounting. Expenses are recognized when performance is
substantially complete and income is recognized when earned. Earnings
(loss) per share are computed based on the weighted average method. The
fiscal year of the Company ends January 31 of each year. The financial
statements reflect activity from inception, February 9, 1984.
Cash and Cash Equivalents
For purpose of the statement of cash flows, the Company considers all
highly liquid debt instruments with a maturity of three months or less to
be cash equivalents.
Nonmonetary Transactions
Nonmonetary transactions are transactions for which no cash was exchanged
and for which shares of common stock were exchanged for assets. These
transactions are recorded at fair market value as determined by the board
of directors.
-12-
<PAGE> 13
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventories
Inventories are stated at the lower cost or market, and consist of
finished goods. In 1995, the Company wrote off $42,702 of obsolete
inventory and has included this amount as part of cost of goods sold.
Accounts Receivable
Accounts receivable are shown net of the allowance for doubtful accounts.
This amount was determined to be $0 and $0 at July 31, 1996 and 1995
after writing off all accounts determined to be uncollectible.
Prepaid Expenses
Prepaid expenses at July 31, 1996 consist of the following:
Prepaid mining land lease $ 3,272
Prepaid consulting fees 4,250
-------
$ 7,522
=======
Business Development Cost
Business Development cost mainly consist of video production cost for a
business promotional video and product packaging design. These costs are
amortized over the estimated useful life of the cost, which is 5 years.
The costs and accumulated amortization at July 31, 1996 are as follows:
Business development costs $ 3,026
Accumulated amortization (3,026)
-------
$ -0-
=======
NOTE 2 - DEVELOPMENT STAGE ENTERPRISE
The Company, per FASB Statement No. 7, is properly accounted for and
reported as a development stage enterprise. Substantially all of the
Company's efforts since its formation have been devoted to establishing
its new business. No significant revenue has been earned as of the
balance sheet date. Operations have been devoted to raising capital,
purchasing zeolite property and establishing a marketing plan.
Continuation of the development effort is contingent upon the Company
raising sufficient capital from shareholders or other sources. It is
managements' intent to raise capital and further develop the marketing of
its zeolite products.
-13-
<PAGE> 14
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 3 - COMMON STOCK AND STOCKHOLDERS' EQUITY
During the periods shown, the Company had a one-for-two reverse stock
spit and a one for ten reverse stock split. The financial statements
have been retroactively restated to reflect the stock splits.
Stock of the Company has been issued for cash, license agreements, mining
claims, compensation for services, and in exchange for other stock.
On February 10, 1984, the Company issued 37,500 shares of its stock to
TPI, Inc. for $1,000 cash. On June 30, 1984, TPI, Inc. distributed the
37,500 shares to its stockholders in a partial liquidating dividend.
In August and September 1990, control of the Company was acquired by
Austin-Young, Inc. and shares of stock were issued to Austin-Young, Inc.
and to some of its officers and directors (see Note 5).
In September 1990, the Company acquired four license agreements to
distribute the products of Natural Gas Resources, Inc., (NGRI) a
wholly-owned subsidiary of Global Environmental Industries, Inc. NGRI is
engaged in the business of licensing the operations of compressed natural
gas conversion centers and natural gas refueling stations. NGRI has
certain patented products used in the conversion of vehicles from
gasoline and diesel to the use of natural gas. Under these license
agreements, the Company acquired the right to distribute the products of
NGRI in San Antonio, Texas (metropolitan area); Burnet County, Texas;
state of Utah; and the state of Washington. On April 23, 1991, the
Company sold the license agreements along with stock of Global
Environmental Industries, Inc. and Natural Gas Industries, Inc. for
$150,000.
In August of 1991 the Company issued 10,000 shares of stock at $7.50 per
share for the rights to two zeolite products of Steelhead Specialty
Mineral, Inc. (see Note 9).
In October 1991 the Company issued 13,214 shares of stock at $14 per
share for mining claims in Harney County, Oregon and in March 1992,
issued 243,000 shares at $20 per share for additional zeolite mining
claims in the same area (see Note 8).
In February 1992 the Company Issued 701,800 shares at $0.14 per share for
all the outstanding stock of American Absorbents, Inc. (AAI) which became
a wholly owned subsidiary. AAI had, prior to being acquired, purchased
zeolite mining claims in Mohave County, Arizona (see Note 5).
-14-
<PAGE> 15
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 4 - INCOME TAXES
No federal income tax liabilities have been accrued due to the recurring
net operating losses of the Company.
As of July 31, 1996 the Company has accumulated net operating losses of
approximately $1,800,000. These losses can be used to offset future
earnings but will expire beginning in the year 1999.
NOTE 5 - RELATED PARTY TRANSACTIONS
The majority of the outstanding shares of the Company are owned by
Austin-Young, Inc., a Utah corporation that has its primary office in
Austin, Texas. Some individuals are officers and directors in both
Austin-Young, Inc. and the Company. During the periods shown, there were
several transactions involving the majority shareholder and the Company's
officers and directors, as follows:
August 10, 1990 - Common investment shares of 250,000 were issued to
Austin-Young, Inc. and 1,000 shares were issued to two officers and
directors of the Company for services rendered.
August 13, 1990 - Common investment shares of 100,000 were issued to
Terry Young, president of the Company, for serving as president. Such
shares were subsequently sold to Austin-Young, Inc.
August 13, 1990 - Common investment shares of 5,000 were issued to Susan
Young for bookkeeping services. Susan Young was the wife of Terry Young
at the time of issuance.
August 17, 1990 - An option was given to Austin-Young, Inc. to purchase
an additional 2,000,000 shares (pre-split) (100,000 shares post-split) of
stock at the price of one cent per share. Also, an option plan was
approved which provides that the board of directors are authorized to
issue up to 1,000,000 shares (pre-split) (50,000 shares post-split) to
current and future employees at a price of one cent per share. None of
these options were exercised. These options were later rescinded by the
board of directors in July 1993.
August 17, 1990 - Common investment shares of 12,500 were issued to an
officer and director for services.
September 3, 1990 - 50,000 shares were issued at $3.98 per share to
Austin-Young, Inc. in exchange for distributorship license agreements,
stock in Global Environmental Industries, Inc. and Natural Gas
Industries, Inc., and cash. The assets acquired in the transaction were
recorded at historical cost. The Company subsequently transferred
178,000 shares of Global stock back to the original transferor in
exchange for 17,000 shares of Company stock. The remaining 200,000
-15-
<PAGE> 16
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)
shares of Global stock were sold as part of the transaction which
occurred on April 23, 1991 (see Note 3).
May 13, 1991 - Common investment shares of 3,380,000 were purchased for
$65,000 cash from Austin-Young, Inc. and canceled. The Company agreed
that Austin-Young, Inc. had the right to repurchase these shares for the
same price at any time up to June 1, 1993 (see July, 1992 comment below).
February 1992 - the Company issued 701,800 shares of common stock at
$0.14 per share to the shareholders of Geo Environment Services, Inc.,
(now AAI) for their stock. Officers of the corporation were major
shareholders of AAI.
July 1992 - 3,380,000 shares of common stock were issued at $0.02 per
share to (repurchased by) Austin-Young, Inc. for debt relief of $65,000.
February 1, 1993 - the Company issued to Austin-Young, Inc. an option to
purchase up to 1,000,000 shares of common stock at a price of $3 per
share. This option expires on February 1, 1998, and there have been
12,000 shares exercised to date at a price of $36,000.
July 27, 1993 - the Company issued an option to the employees, officers
and directors to purchase up to a maximum of 250,000 shares of common
stock at a price of $3 per share. This option was canceled on June 5,
1995.
October 8, 1993 - 6,000 shares of stock were issued at $5 per share to
Susan Young as down payment on the purchase of a building.
During 1994, Austin-Young, Inc. issued several promissory notes to the
Company to cover cash shortages. Total promissory notes issued was
$61,424 (see Note 10).
In June 1995, the Company adopted a 1995 stock option plan for the
employees, officers and directors to purchase up to 1,000,000 shares of
common stock at market price. The options expire in five years from the
date of offer.
The Company is leasing its office space from a related party on a month
to month basis at $500 per month.
During 1996, Austin-Young, Inc. issued $38,000 in promissory notes to
cover cash shortages. $5,000 was paid back during the year.
-16-
<PAGE> 17
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 6 - NONMONETARY TRANSACTIONS
Nonmonetary transactions consist of the transactions detailed in Note 5
above and the transfer of common investment shares to individuals and
corporations for services and distributorship license agreements, as
follows:
September 24, 1990 - Common investment shares of 50,000 were issued at
$0.74 per share to two corporations for distributorship license
agreements.
October 25, 1990 - Common investment shares of 12,500 at $3 per share
were issued to individuals for services.
August 1991 - 10,000 shares of stock were issued at $7.50 per share for
trademarks and patents for two zeolite products.
October 1991 - 13,214 shares of stock were issued at $14 per share for
zeolite mining claims (see Note 8).
January 1992 - Common investment shares of 20,000 were returned to the
treasury and canceled.
February 1992 - 701,800 shares were issued at $0.14 per share for 100% of
the shares of Geo-Environment Services, Inc. (see Note 5).
March 1992 - 243,000 shares were issued at $20 per share for zeolite
mining clams (see Note 8).
June 1992 - 32,430 shares were canceled by officers and directors.
June 1993 - 17,800 shares were issued at $1.50 per share for services
performed.
October 1993 - 6,000 shares were issued at $5 per share for down payment
on plant facility.
October 1993 - 17,000 shares were issued at $3 per share for advisory
services.
February 1994 - 6,000 shares were issued at $5 per share for legal
services.
June 1994 - 25,750 shares were issued at $4 per share for services
rendered.
June 1994 - 11,000 shares were issued at $5 per share for services
rendered.
June 1994 - 5,000 shares were issued at $3.50 per share for services
rendered.
-17-
<PAGE> 18
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 6 - NONMONETARY TRANSACTIONS (Continued)
November 1994 - 10,000 shares were issued at $3.50 per share for services
rendered.
November 1994 - 5,000 shares were issued at $2.25 per share for services
rendered.
During 1995 - 9,000 shares were issued at an average price of $2.49 per
share for services rendered.
During 1996 - 8,500 shares were issued at an average price of $1.97 per
share for services rendered.
NOTE 7 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
July 31,
-----------------------
1996 1995
---------- ----------
<S> <C> <C>
Plant $ 244,978 $ 185,000
Machinery and equipment 12,382 11,655
Accumulated depreciation (34,231) (20,650)
---------- ---------
$ 223,129 $ 176,095
========== =========
</TABLE>
Machinery and equipment is depreciated on the straight-line method over
the estimated useful lives of five (5) years. Depreciation expense is
$3,697 and $2,885 for the quarters ended July 31, 1996 and 1995,
respectively.
The Company has agreements with various vendors to do the mining and
milling of its zeolite mineral and products; this has resulted in minimal
investment in machinery and equipment.
During 1996, the Company purchased a building near Burns, Oregon that
will act as a processing and storage facility for its Oregon zeolite
deposits.
NOTE 8 - MINING CLAIMS
The Company has purchased several zeolite mining claims in three
different regions in the western United States. All purchases were
acquired through stock issuance's and are described below.
In April 1991 (before acquisition by Geo-Environmental Resources) (now
American Absorbents Natural Products, Inc.), the Company's subsidiary
issued 440,000 shares of its stock for mining claims containing zeolite
in the Mohave County, Arizona region, and the stock given was originally
valued at $.50 per share. Thus the mining claims were originally valued
at $220,000. Since the
-20-
<PAGE> 19
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 8 - MINING CLAIMS (Continued)
value of the mining claims was not readily determined the mining claims
were written down to a value of $20,000.
In October 1991 the Company acquired twenty zeolite mining claims in
Harney County, Oregon. The value of the claims was agreed to be $185,000
by the seller and purchaser and 13,214 shares of common stock were
issued. The stock was quoted on the market at $1.40 per share, thus
determining the number of shares to be issued for the claims.
In December 1991, the Company acquired an additional 203 zeolite mining
claims in the Harney County, Oregon region. A geological study was
conducted and reserves were estimated at over 477,600,000 tons. The
value per ton was also estimated based on mining costs and market value
of the other companies in the industry. The reserves were then
discounted 99% and a value was determined to be approximately $4,800,000.
Stock was then issued at market price to equal the value given to the
claims.
To date no depletion has been taken on any of these claims. Depletion of
these assets will begin once mining operations on these claims begin.
NOTE 9 - PRODUCT TRADENAMES
In August of 1991 the Company purchased for common stock, notes payable
and cash, the inventory and the tradenames for two shoe products. The
inventory was valued at $115,000 and the remainder of the purchase price
of $25,000 was attributed to the tradenames of the products. The
tradenames are being amortized on the straight-line method over a five
(5) year period.
NOTE 10 - RELATED PARTY NOTES PAYABLE
The notes payable-related party consist of advances from Austin-Young,
Inc., a major shareholder of the Company. The balances are as follows:
<TABLE>
<CAPTION>
July 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Notes payable - Austin-Young, Inc., bearing interest
at 7% interest and payable on demand. Unsecured $ 182,539 $ 159,101
Less current portion -- -0-
---------- ----------
Totals $ 182,539 $ 159,101
========== ==========
</TABLE>
Austin-Young, Inc. negotiated a principle payable over 3 years in 1995
but later renegotiated the note to payment in 1997. It is not
anticipated that the Company will be required to pay the note in the next
year, therefore it has been classed as a long term note obligation.
-19-
<PAGE> 20
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
July 31, 1996 and 1995
(unaudited)
NOTE 11 - LONG TERM NOTES PAYABLE
Notes payable consist of the following:
<TABLE>
<CAPTION>
July 31,
-----------------------
1996 1995
--------- ---------
<S> <C> <C>
Notes payable to corporation, bearing interest at 6%,
amortized over 30 years, balloon payment due
September 1996. Secured by warranty deed $ 122,283 $ 132,604
Less current portion $(122,283) (5,644)
--------- ---------
Totals $ -- $ 126,960
========= =========
</TABLE>
NOTE 12 - PRIVATE PLACEMENT OF COMMON STOCK
During October 1993, the Company issued 66,667 shares of restricted
common stock in a private placement. The shares sold for $3 per share
and carried an option to purchase additional shares within 120 days.
During December 1993, the Company issued 38,170 and 41,902 shares of
restricted common stock in a private placement at $3 and $1.84 per share,
respectively. The shares issued were under an option agreement as part
of the private placement that occurred during October 1993.
On July 5, 1994, 22,500 shares of common stock were issued at $4 per
share in a regulation D private stock offering.
In 1996, the Company issued 214,168 shares of common stock in a
regulation private placement for total consideration of $394,362.
During the first six months of the current fiscal year, the Company has
issued 23,001 shares of common stock in a regulation private placement
for total consideration of $33,000.
-20-
<PAGE> 21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The Company, per FASB statement No.7, is properly accounted for and reported as
a development stage enterprise. The Company's efforts since entering its
current business have been devoted primarily to Company capitalization,
acquisition of mining properties, packaging and milling facility acquisitions
and product and market development.
The Company has realized limited sales in each of its fiscal years ended
January 31, 1992, January 31, 1993, January 31, 1994, January 31, 1995 and
January 31, 1996 from limited test marketing programs for its products while in
the development stage. During the development stage the Company has developed
over a dozen products and test marketed these products in various parts of the
country.
LIQUIDITY
Austin-Young, Inc., the parent corporation of the Company, provided a portion
of the Company's operating capital during fiscal years 1993, 1994, 1995 and
1996 through loans and equity funding and the Company owed approximately
$182,539 to the parent company at July 31, 1996. Revenues to date have
provided insignificant funding of working capital because of the development
stage status of the company and the limited test marketing programs.
During the fiscal years 1994, 1995 and 1996, the Company has incurred losses
that reflect the development stage activity of researching and test marketing
its products. The company has paid $81,370, $140,739 and $0 for research and
development for the years 1994, 1995 and 1996, respectively. The Company paid
$76,500 to the Bureau of Land Management in August 1993 on its mining claims
and $91,700 in the fiscal year ended January 31, 1996. In the future,
approximately $37,400 will be due to the Bureau of Land Management in August of
each year to satisfy claim maintenance fees on existing claims. Austin-Young,
Inc. has provided, through loans and equity funding, any deficiencies to the
necessary funding during the development stage, but expects funding from
private placements and other offerings will be sufficient for future
development costs. Total net funds loaned to the Company from Austin-Young,
Inc. as of July 31, 1996 and 1995, were $182,539 and $159,101 respectively.
When possible, the Company has issued stock for the acquisition of assets or
services to reduce the need for additional operating capital from it parent
corporation, additional shareholders or gross profits from its limited
marketing efforts. A large part of the Company's zeolite mineral deposits were
acquired by stock issuances which is expected to play an integral part of
maintaining a competitive edge by keeping supply costs of the principle
ingredient of its products to a minimum. During the development stage, the
Company has also relied on the time and talents of Austin-Young, Inc. personnel
and office space and equipment to maintain a lower overhead to conserve its
limited resources for product and market development.
During the fiscal year ended January 31, 1994, the Company issued 12,000 shares
of common stock to its parent corporation under an option agreement for
$36,000. During October 1993, the Company issued 66,667 shares of common stock
to a group of private investors for $200,000 in a private offering. The
offering also granted a 90-day option to these investors to take additional
shares and on December 17, 1993, the investors exercised their options in the
amount of 80,072 shares for $191,400. During the fiscal year ended January 31,
1995, the Company issued 22,500 shares in a private placement for $90,000.
During that same time period the Company also issued a total of 62,750 shares
for services rendered to the Company and valued at $251,735. During the fiscal
year ended January 31, 1996, the Company issued 214,168 shares in a private
placement for $394,362 and issued 9,000 shares for services rendered to the
Company and valued at $22,400. During the quarter ended April 30, 1996, the
Company issued 39,834 shares in a private placement for $54,750 and issued
8,000 shares for services rendered and valued at $16,000. During the quarter
ended July 31, 1996, the Company issued 23,001 shares in a private placement
for $33,000 and issued 500 shares for services rendered and valued at $750.
The Company realizes gross profit margins generally ranging from 20% to 60% on
its product sales depending on product line and pricing levels. At current
operating expense levels and with the anticipated product sales mix, the
Company estimates its break-even at approximately $100,000 in sales per month
or just over $1,000,000 in sales per year.
The Company has no bank debt outstanding. All accounts payable and accrued
expenses are paid when due or sooner when discounts are available. In addition
to monthly operating expenses the Company has a monthly mortgage payment of
$1,500 due to a corporation on a warehouse/plant it purchased. The mortgage
has a balloon payment due in September 1996. The Company intends to pay the
mortgage from proceeds of a public or private
-21-
<PAGE> 22
stock offering or through a bank mortgage on the facility. During the Quarters
ended July 31, 1996 and 1995, the Company recorded losses of $74,327 and
$119,624, respectively.
RESULTS OF OPERATIONS
Because the Company is a development stage enterprise, it has incurred losses
in each of its fiscal years ended January 31, 1994, 1995 and 1996. This is due
to the Company incurring operating expenses during a time when most of the
efforts were expended in product and market development and other areas not
directly related to marketing while positioning the Company to implement
various marketing programs.
In fiscal 1992, the Company began test marketing products that it had developed
and/or to which it had acquired the rights from other companies. Revenues
increased from $11,388 in 1992 to $43,115 in 1993 due to test marketing of
existing products in limited market areas. During the fiscal year ended
January 31, 1994, the Company concentrated on attractive packaging of its
products, Company capitalization and distribution networks, with less emphasis
on product research as it prepared to implement various marketing programs for
its products. Sales for the fiscal year indicated no growth over the previous
year and, in fact, showed a decline in sales. Sales for the fiscal year ended
January 31, 1995, increased to $69,467, or 242% over the previous year, as the
Company expanded the test marketing of products into more outlets. During the
fiscal year ended January 31, 1996, sales declined to $26,070 as the Company's
management concentrated on the revamping of existing marketing structures in
retail outlets, the design of a marketing program to market agricultural
products through feed dealers, the development of the conceptional framework
for marketing the smaller packaged products through a direct sales
organization, the development of a relationship with an import company in
France to market products in France and the acquisition of a milling facility
in Oregon. The Company expects revenues to increase in the new year. The
Company's products are priced at various levels to generate gross profit
margins of 20% to 60%. Even in the test marketing programs, the Company has
maintained gross profit margins of 58%, 42% and 26%, respectively, for the
fiscal years ended January 31, 1994, 1993 and 1992. The gross profit margin
for the fiscal year ended January 31, 1995, was negative primarily due to a
write-off of obsolete and excess inventory in the amount of $42,702 and to
product promotions that involved free product to new customers in introductory
offers. The gross profit margin for the fiscal year ended January 31, 1996 was
negative due to free product promotions. Profit margins should increase and
then stabilize once production and marketing costs become reasonable with
higher production levels and higher sales volume. Quantity discounts on bag
purchases for certain of the Company's products could result in up to a 30%
increase in the gross profit percent. Profit margins will increase
significantly once the Company's milling facility in Oregon has been equipped
and the Company begins to mine and process zeolites from its own properties.
Gross profit margins for the six months ended July 31, 1996 and 1995 were 15%
and 0%, respectively, on revenues of $42,825 and $11,963, respectively.
Ownership of its own zeolite deposits should allow the Company to better
control its cost of sales since zeolite is the major raw material used in its
products. The Company also has negotiated mining arrangements with mining
companies to eliminate large capital requirements that would be necessary to
acquire equipment. Also, milling, packaging, and inventory arrangements have
eliminated the need to spend additional money for capital equipment necessary
for these processes. The Company does plan to equip a milling facility that it
purchased in October, 1995, from proceeds of a private or public stock offering
to be made by the Company during the current fiscal year.
General and administrative expenses have increased steadily since January 31,
1991, as the Company developed more products and added personnel to test market
products. Depreciation and amortization expenses since inception have
remained low because the Company contracts many of its needs that would
otherwise require capital expenditures. A significant portion (approximately
$251,000) of the Company's January 31, 1995 operating expenses relating to
consulting services were funded through the issuance of common stock pursuant
to S-8 Registration Statements. Approximately $22,400 of the operating
expenses for the fiscal year ended January 31, 1996, were funded through S-8
Registration Statements. Approximately $16,000 of the operating expenses for
the quarter ended April 30, 1996 were funded through S-8 Registration
Statements while approximately $750 of such expenses were funded in this manner
during the quarter ended July 31, 1996.
The Company's note payable to its parent company increased by approximately
$65,000 during the fiscal year ended January 31, 1995, and by another $46,000
during the current fiscal year as the Company borrowed funds to help cover
overhead expenses and accrued rent expenses owing to Austin Young, Inc. The
balance of the note is expected to be paid from future earnings of the Company
or from proceeds from a stock offering.
-22-
<PAGE> 23
In September 1993, the Company acquired a warehouse/plant facility in Austin,
Texas, that it had previously leased. The note on this facility has a balloon
payment due in September 1996. This note is expected to be paid off from
future public or private stock offerings by the Company or from the proceeds of
a bank mortgage.
The Company has maintained current ratios of 1.10, 1.81 and 3.80, respectively,
for the fiscal years ended January 31, 1996, 1995 and 1994. The current ratio
for the fiscal year ended January 31, 1996, would have been 11.79 except for
the reclassification to short term notes payable of a balloon payment due on a
warehouse facility. The company expects to pay the mortgage off from proceeds
of an equity offering or refinance the mortgage with long term debt. The
current ratio for the six months ended July 31, 1996 and 1995 were 0.78 and
8.47, respectively. The lower current ratio for the current period results
from the the reclassification of a long term note payable on the Company's
warehouse facility to current notes payable.
The Company does not expect inflation to have any material effect on its
revenues, costs or overall operation. Since the Company owns its own zeolite
deposits that are the main raw material used in its products, inflation would
generally give the Company a competitive edge over companies that do not own
their own deposits. The Company expects that anticipated increased paper costs
for the packaging used in its products can be off-set by price increases
without losing any competitive edges since all other competitors will face the
same price increases. The Company has begun using quality, less expensive
plastic packaging for its Stall Fresh product.
PLAN OF OPERATIONS
Management believes that it can continue to fund its operations through private
placements or funds received from the parent company until a public stock
offering can be completed or revenues reach the level (approximately $1,000,000
per year) at which the gross profits attained will finance the operations. The
Company will have to raise a more significant amount of equity in order to
expand its operations at a more rapid rate.
Management has begun a limited marketing campaign, based on available capital,
of its agricultural related products in certain market areas of Texas,
Oklahoma, Ohio, New York, Virginia and West Virginia. Several distributors
have been signed to distribute the products and discussions are being held with
others and are in different stages of completion which usually requires
extensive testing and approval by each of the wholesale or retail outlets. The
Company continues to sell some of its smaller packaged products through several
of the retail outlets that participated in the test marketing program for the
products. In November, 1995, the Company signed a temporary agreement with
E.N.S.R./S.A.R.L., an import company located in France, to export the
agricultural products for distribution primarily in France. The Company
expects to sign a permanent agreement with this company within the next few
months that may expand the distribution to other European countries.
The Company has completed design and packaging for products such as Mother
Earth KittyKat Premium Cat Litter and Soil Enhancer, White Buffalo, Stall
Fresh, Stinky Pinkys and Shoe Fresh as well as eight other products. The
Company is also working the conceptual framework of various other products
using the zeolite materials present in its existing product line. This
includes the impregnation of zeolites with pesticides, herbicides and
fertilizers for use in fields, pastures and gardens as well as chemicals to
help eradicate fire ants.
The Company has purchased a production plant containing 3,500,000 cu. ft. of
production, packaging and storage space near its zeolite properties in Oregon.
The facility is not subject to any existing mortgages. The facility is
already equipped with a 70-ton crane for easy movement of inventory and
equipment within the facility. The Company plans an equity offering that will
be used, in part, to equip this facility with crushing, milling, drying,
screening, packaging and storage equipment. If the Company is successful in
its efforts and a public stock offering is completed, the Company expects to
spend approximately $400,000 for milling equipment; $155,000 on warehouse
facilities in Texas; $500,000 for market development of its product line and
marketing programs; $150,000 for inventory; $50,000 for repairs and
maintenance, and $750,000 for general and administrative, working capital and
contingency operations.
-23-
<PAGE> 24
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
During the quarter ended July 31, 1996, there were no material pending or
threatened legal proceedings against the Company or its directors, officers,
affiliates and owners of record or beneficially of more than five percent of
any class of voting securities of the Company nor was there any associate of
any such director, officer, affiliate or security-holder who is a party in any
action that is adverse to the Company or its subsidiary.
ITEM 2. CHANGES IN SECURITIES.
During the quarter ended July 31, 1996, there were no material modifications to
instruments defining the rights of the holders of any class of registered
securities nor were the rights evidenced by any class of registered securities
materially limited or qualified by the issuance or modification of any other
class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the quarter ended July 31, 1996, there was no material default in the
payment of principal, interest, sinking or purchase fund installments, or any
other material default not cured within 30 days, with respect to any
indebtedness of the Company exceeding five percent of the total assets of the
Company, nor was there any material arrearage in the payment of dividends with
respect to any class of preferred stock of the Company which is registered or
which ranks prior to any class of registered securities, or with respect to any
class of preferred stock of any significant subsidiary of the Company ( The
Company currently has no dividend policy or preferred stock outstanding).
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
During the quarter ended July 31, 1996, no matters were submitted to a vote of
security-holders through the solicitation of proxies at a Meeting of
Shareholders or otherwise.
ITEM 5. OTHER INFORMATION.
During the quarter ended July 31, 1996, there was no information not previously
reported on Form 8-K to include under this item.
-24-
<PAGE> 25
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Page
(a) (1) The following financial statements are included in Part I, Item 1:
Consolidated Balance Sheets - July 31, 1996 and 1995.............. 3,4
Consolidated Statements of Operations - six months ended July 31,
1996 and 1995................................................... 5
Consolidated Statements of Stockholders' Equity (Deficit) -
period ended July 31, 1996...................................... 6,7,8,9
Consolidated Statements of Cash Flows - Years ended January 31,
1996, 1995 and 1994............................................. 10,11
Notes to Consolidated Financial Statements........................ 12-20
(3) The following exhibits for the six months ended July 31, 1996
and 1995, are submitted herewith:
Exhibit 11 - Computation of Per Share Earnings (Loss)............. 27
Exhibit 21 - Subsidiary of the Registrant......................... 28
All other exhibits are omitted since the required information is included
in the financial statements or notes thereto, or since the required information
is either not present, not present in sufficient amount or is not applicable.
(b) No reports were filed on Form 8-K during the quarter ended July 31, 1996.
-27-
<PAGE> 26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
By: /s/ TERRY L. YOUNG
---------------------------------------
Terry L. Young, Chairman of the Board
and Chief Executive Officer
Date: September 4, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Company and in
their capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ TERRY L. YOUNG Chairman, Chief Executive September 4, 1996
- -------------------------- Officer and Director
Terry L. Young
/s/ DAVID W. REDDING Chief Financial Officer, September 4, 1996
- -------------------------- Treasurer, Principal
David W. Redding Accounting Officer and
Director
-26-
<PAGE> 27
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
11 - Computation of Per Share Earnings (Loss)
21 - Subsidiary of the Registrant
27 - Financial Data Schedule
</TABLE>
<PAGE> 1
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS (LOSS)
<TABLE>
<CAPTION>
From
Inception on
February 9,
For the Six Months Ended July 31, 1984 Through
--------------------------------- July 31,
Primary and Fully Diluted: 1996 1995 1996
--------------------------------------------------
<S> <C> <C> <C>
Average Shares Outstanding 5,040,855 4,831,210 1,535,000
Net Loss $ (158,208) $ (216,838) $(1,728,231)
--------------------------------------------------
Earnings (Loss) Per Share $ (0.03) $ (0.04) $ (1.12)
--------------------------------------------------
</TABLE>
<PAGE> 1
AMERICAN ABSORBENTS NATURAL PRODUCTS, INC.
EXHIBIT 21 - SUBSIDIARY OF THE REGISTRANT
Name Jurisdiction of Incorporation
- -------------------------------------------------------------------------------
American Absorbents, Inc. Texas
The corporation listed is a wholly owned subsidiary of the Registrant, and is
included in the consolidated financial statements.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1996
<PERIOD-END> JUL-31-1996
<CASH> 1,560
<SECURITIES> 0
<RECEIVABLES> 365
<ALLOWANCES> 0
<INVENTORY> 96,085
<CURRENT-ASSETS> 105,532
<PP&E> 257,360
<DEPRECIATION> 34,231
<TOTAL-ASSETS> 5,410,330
<CURRENT-LIABILITIES> 135,172
<BONDS> 0
<COMMON> 5,040
0
0
<OTHER-SE> 5,087,579
<TOTAL-LIABILITY-AND-EQUITY> 5,410,330
<SALES> 42,825
<TOTAL-REVENUES> 42,825
<CGS> 36,419
<TOTAL-COSTS> 36,419
<OTHER-EXPENSES> 164,614
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,152
<INCOME-PRETAX> (158,208)
<INCOME-TAX> 0
<INCOME-CONTINUING> (158,208)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (158,208)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
