UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
Form 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission file number 0-23062
ATLANTA TECHNOLOGY GROUP, INC.
(Name of small business issuer in its charter)
Delaware 58-2077053
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
400 Embassy Row
Suite 570
Atlanta, GA 30338
(Address of principal executive offices)
(Zip code)
(770) 671-0600
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
(Title of Class)
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
Revenues for the registrant for the fiscal year ended December 31, 1995 were
$1,559,701.
The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $313,802 as of December 31, 1995.
As of December 31, 1995, the Registrant had 2,800,275 shares of Common Stock,
par value $0.001, outstanding.
Total number of pages [43] Exhibit Index is located at page [42]
DOCUMENTS INCORPORATED BY REFERENCE: Registration Statement on Form SB-2
(file # 33-00256) dated January 12, 1996
Transitional Small Business Disclosure Format (Check one): Yes[] No[X]
ATG's gross profit percentage decreased in 1994 to 47% from 80% in 1993. This
decrease resulted because the main source of revenues in each year was
different. In 1993, revenue was derived mainly from sales of scannable forms.
In 1994,revenue was derived mainly from sales of computers and scanners. The
scannable forms sold in 1993 carry a much higher gross profit margin than the
hardware sold in 1994. Thus, there was a decrease in gross profit percentage
even though the Company experienced an increase in revenues.
ATG plans to derive its income from the sale of TVC's products, including
Documentplus, optical mark scan ("OMS") forms and support fees. ATG's income
also includes fees generated by SRS consulting activities and placing contract
employees with customers to oversee the development, installation and
maintenance of computer systems. Each Documentplus software product requires
the use of different OMS forms. The OMS forms used with the Documentplus
system are manufactured by National Computer Systems, Inc. ("NCS") and Scantron
Corporation ("Scantron") according to specifications supplied by TVC. TVC
purchases these OMS forms from NCS or Scantron and then resells them to users
of Documentplus. TVC received approximately $13,000 per month from the sale
of OMS forms. TVC plans to develop new OMS forms for each new medical
Documentplus system from which it will receive additional OMS forms revenues.
In 1994, TVC sold 67 Documentplus systems. This includes sales of 65
chiropractic Documentplus systems and two general dental Documentplus systems.
Through December 31, 1994 revenues were $82,819 from the sale of OMS forms.
There can be no assurance that ATG can generate sufficient revenues to turn a
profit.
Mr. Daniel C. Montano has been the Director of Investment Banking for
Brookstreet Securities Corporation since 1995. Prior to that, he was President
of Montano Securities Corporation for 15 years. Montano Securities Corporation
ceased operating in December 1994. Mr. Montano has been in the Investment
Banking business for 27 years and has served on the Board of Directors of over
20 publicly-traded companies. Mr. Montano is 47 years old, and received a B.S.
in Business from California State University at Los Angeles and a MBA from the
University of Southern California. He is subject to a cease and desist order
pursuant to Section 8A, Section 5(b)(1)and Section 17(a)(2) and (3) of the
Securities Act.
Number of Shares of
Name and Address of Common Stock Percentage of Outstanding
Beneficial Owner Beneficially Owned Common Stock
Hale R. Spiegelberg 1,578,317(1) 56.36% (1)
6065 Roswell Rd.
# 2267
Atlanta, GA 30328
Greg Richter 346,500(3) 12.3%
400 Embassy Row, #570
Atlanta, GA 30328
Pollution Research and Control Corp. 400,000 14.3%
515 W. Colorado St.
Glendale, CA 91204
Total Software Inc. 644,948(2) 23.1%
2131 Pleasant Hill Rd., Ste 151-175
Duluth, GA 30136
Einzelhaft Partners, A.G. 350,000(2) 12.52%
P.O. Box 1062
Grand Cayman, Cayman Islands
Axis Capital, A.G. 250,000(4) 8.9%
P.O. Box 1062
Grand Cayman, Cayman Islands
Acquisition Advisors, Inc. 568,832(2) 20.3%
6065 Roswell Rd.,Ste. 2267
Atlanta, GA 30328
All Executive Officers and 1,924,817 68.74%
Directors as a Group
The Company has four distributorship agreements in effect whereby the Company
has agreed to pay specified amounts or percentages of sales to the
distributors in exchange for their marketing services. All amounts paid or
owed under these agreements are included in cost of sales in the Consolidated
Statement of Operations.
Under an agreement with Markson Management Services, Inc. ("Markson"), the
Company is obligated to pay a royalty of 25% on the sale of chiropractic
software and 5% of the revenue from the sale of all chiropractic forms,
regardless of whether such sales result from the efforts of Markson.
Under an agreement with Activator Methods, Inc. ("Activator"), the Company is
obligated to pay booth rental fees in the amount of $500 for each sale of the
chiropractic software made at its conferences. In addition, after the first
20 chiropractic software units are sold by Activator, the Company is obligated
to pay a fee of 5% of the revenue for the sale of forms sold to customers
generated through the efforts of Activator.
Under the remaining two agreements, the Company is only obligated to pay booth
rental fees in the amount of $500 for each sale of medical software made at
each trade conference conducted by the distributor.
ATLANTA TECHNOLOGY GROUP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Date
<S> <C>
/s/ Hale R. Spiegelberg July 5, 1996
__________________________ _______________________
Hale R. Spiegelberg
Chairman of the Board, Chief Executive Officer
Chief Financial Officer, Secretary, Director
/s/ Jim Cassidy July 5, 1996
______________________________ _______________________
James Cassidy
President, Director
/s/ Herb W. Browne July 5, 1996
_______________________________ _______________________
Herbert W. Browne
Director
________________________________ _______________________
Gregory W.L. Richter
Director
</TABLE>
