SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended July 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________to__________
Commission file Number 0 - 22964
SEL-DRUM INTERNATIONAL INC.
---------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-1236134
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
601 Amherst St. Buffalo, N.Y. 14207-2925
- - ---------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: 1-800-263-9356
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange
on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 ( )
----- ------
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not 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 )
The issuer's revenues for the year ended July 31, 1996 were
$14,811,891
As of October 4, 1996 there were 7,642,500 outstanding shares
of common stock, no par value. The aggregate market value of the
voting stock of the registrant held by non-affiliates of the
registrant on October 4,1996 based on the average bid and asked
price on such date was $686,762.
DOCUMENTS INCORPORATED BY REFERENCE: The Information
required by Part III of Form 10-KSB is incorporated herein by
reference to the registrant's definitive Proxy Statement relating
to its 1996 Annual Meeting of Stockholders which will be filed
with the commission within 120 days after the end of the
registrant's Fiscal year. Transitional Small Business Disclosure
Format: YES ( ) NO( X )
------- - ----
<PAGE>
PART 1
------
ITEM 1. BUSINESS
- - ----------------
GENERAL
- - -------
SEL-DRUM INTERNATIONAL INC., ("SEL-DRUM" or the "COMPANY"), was
organized on February 1, 1995 when it acquired all the
outstanding common shares of SEL-DRUM IMAGING CORPORATION, a
privately held Canadian Corporation. The Company's primary
business is the distribution of high mortality copier replacement
parts, toners, and photoreceptors ("Drums"), including the
manufacturing of "Drums". On August 1, 1995 The Company added
re-manufactured facsimile and printer cartridges to it's product
offering. The Company markets in the United States and Canada
through a direct network of sales agents and telemarketers. In
the Province of Quebec, Canada the Company has an exclusive
distributor. Outside of North America the Company is represented
by several distributors and their sales account for less that 5%
of the total revenues
RECENT DEVELOPMENTS
- - -------------------
The Company will amalgamate Micron Imaging Corporation and
Sel-Drum Corporation November 1, 1996. Over 50% of Micron
production is purchased by Sel-Drum Corporation, and the
amalgamation will consolidate administration and finance in
Burlington, Ontario, Canada. Sel-Drum Corporation will invoice
directly Micron third party customers.
PRODUCTS
- - --------
The Company markets and inventories a line of 1800 high
mortality replacements parts, "Drums", toner, facsimile and
printer cartridges. The replacement parts are principally
manufactured in Japan and Germany, many exclusively to the
company specifications. A significant number of the "Drums" sold
by the Company are produced by its wholly-owned subsiduary,
Micron Imaging Corporation of Kelowna, British Columbia, Canada.
Facsimile and printer cartridges are manufactured exclusively for
the Company for distribution to the copier dealer market in North
America, by MKG Mississauga, Ontario, Canada.
MARKETING AND DISTRIBUTION
- - --------------------------
The Company has three wholly owned subsidiaries, SEL-DRUM
CORPORATION (U.S.A.) INC., SEL-DRUM CORPORATION, and MICRON
IMAGING CORPORATION. It should be noted that approximately 50% of
Micron production is sold directly to the other operating
divisions. SEL-DRUM CORPORATION (U.S.A.)Inc. and SEL-DRUM
CORPORATION employ a number of sales agents and telemarketers who
contact directly the copier machine dealers throughout North
America. There are approximately 12,000 such dealers marketing
various brands of copier products. The Company estimates that
the potential market place for high mortality replacement parts,
drums and toner, not controlled by the O.E.M.s to be
approximately $675 million in North America.
SEL-DRUM CORPORATION has a distribution agreement with
Densigraphix of Montreal, Quebec, to market it's products in the
province of Quebec. Densigraphix is a significant distributor of
toner to the reprographics industry. The Company markets
<PAGE>
some of the toners of it's distributor outside of Quebec, Canada.
In August 1995 the Company introduced remanufactured cartridges
for the facsimile and printer market. Many of these products are
marketed by the copier dealers already marketing the Company's
products. It is estimated that 75 million cartridges will be sold
in North America in 1997, and approximately 25 million of these
will be re-charged units.
The Company has an agreement with MKG Cartridge Systems Inc.
Mississauga, Ontario, Canada, to market their remanufactured
cartridge products exclusively to the industry's dealers, vendors
and resellers in North America. It is anticipated that this
product line will represent more that 10% of the Company revenues
in this coming Fiscal Year.
Micron Imaging Corporation manufactures "Drums" for various
copying machines, 50% of the production is absorbed by the
"Company", the remainder of the product is sold primarily to two
major OEM's in Canada, and an export market in the Far East.
SEL-DRUM warrants it's products to it's Customers, which does not
represent a material cost to the Company.
SEASONALITY OF BUSINESS
- - -----------------------
Although there is no significant fluctuation in the flow of
business, revenues are impacted negatively in the Fourth Quarter.
The Company believes this occurs due to school closings and
governments summer recess, the institutional customers being
significant users of copying machines producing high volumes of
copies.
COMPETITION
- - -----------
Principle competition in the market are the O.E.M.'s who through
quotas, and tie ins with copying machine discounts control
significantly their authorized dealers. However, with companies
such as Ikon and Danka acquiring major copying machine
dealerships there appears to be less loyalty to the O.E.M. There
are some 5,000 unauthorized dealers where the O.E.M. is
reluctant to market, since they compete with their authorized
outlets. There are many independent copier parts and toner
distributors throughout North America, the largest being KATUN
of Minneapolis, Minn. Katun is a privately held corporation,
SEL-DRUM INTERNATIONAL, INC. is a publicly traded independent
copier parts distributor.
RESEARCH AND DEVELOPMENT ACTIVITIES
- - -----------------------------------
The Company's manufacturing division is researching the
feasibility of re-manufacturing copier cartridges and certain
laser printer/fax cartridges. It is anticipated that production
will commence during the second quarter of the coming Fiscal
Year.
EMPLOYEES
- - ---------
At July 31, 1996 Sel-Drum employed approximately 71 full time
employees located in the United States and Canada. The Company
has no employees represented by unions. The Company believes that
it's relationship with it's employees is satisfactory.
<PAGE>
ITEM 2. PROPERTIES
- - ------------------
As of July 31, 1996, the Company was utilizing approximately
39,700 square feet of warehouse and manufacturing space and
approximately 6,700 square feet of office, administrative,
training and sales space. The Company believes that it's
properties are adequate for it's needs. Information with respect
to the principal facilities used by SEL-DRUM is set forth below:
<TABLE>
<CAPTION>
ADDRESS PRIMARY USE SQ. FT.
<S> <C> <C>
601 Amherst Street (1) Registered Headquarters 12,000
Buffalo, N.Y. U.S.A. and U.S.A. Distribution
1370 Artisans Court (2) Executive and 21,600
Burlington, On. Canada Administration Facilities
Canadian Distribution
1890 Dayton Street (3) Manufacturing Facility 12,800
Kelowna, B.C., Canada
</TABLE>
(1) The Company established it's U.S.A. distribution facilities
in 1982.Which it has agreed to lease through March 1998 at an
annual rental of $27,000.00.
(2) Established in 1978 as the executive and administrative
offices, together with the distribution centre for product within
Canada. The Company has agreed to lease the property through
September 1988 at an annual rental of $77,000.00
(3) Micron Imaging occupies two properties, one owned by a
director Robert Asseltine and the other by a third party. Mr.
Asseltine charges Micron no rent. The other location is on a
lease through May 1998 at an annual rental of $18,000.00.
ITEM 3. LEGAL PROCEEDINGS
- - -------------------------
As of July 31, 1996 there are NO known legal proceedings against
the Company or any of it's officers and directors.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- - -----------------------------------------------------------
No matters were submitted to a vote of the security holders
during the fourth quarter of 1996.
<PAGE>
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- - ---------------------------------------------------------
STOCKHOLDER MATTERS
- - -------------------
The common Stock of the company began trading on the NASD. OTC.
bulletin board June 20th, 1995 under the symbol "SDUM". The
following table sets forth the high and low quotations from the
National Association of Securities Dealers Automated Quotation
System "NASDAQ".
<TABLE>
<CAPTION>
COMMON STOCK PRICE
First Quarter Second Quarter Third Quarter Fourth Quarter
High Low High Low High Low High Low
<S> <C> <C> <C>
2.00 1.50 2.00 1.25 1 7/16 .50 1 11/16 .50
</TABLE>
On October 4, 1996 there were approximately 376 holders of record
of the Company's common stock. Number of shares issued 7,642,500.
The Company has not paid a dividend with respect to its common
stock nor does the Company anticipate paying dividends in the
foreseeable future.
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
- - --------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
- - -------------------------------
At July 31, 1996, cash and cash equivalents increased to
$1,181,396 from $166,005 at July 31, 1995, due to cash flow from
operations of $456,624, short term bank borrowings, net of
repayments of $714,855 and proceeds of $21,000 received from the
issuance of common stock. These increases were offset by capital
expenditures of $113,717, repayments on long-term debt of
$59,272, advances of $3,063 made to a related party and the
effect of foreign exchange rates on cash of $1,036.
At July 31, 1995, cash increased to $166,005 from $18,443 at July
31, 1994, due to cash flow from operations of $52,457, short term
bank borrowings, net of repayments of $288,219, net payments of
$56,064 received from related parties on outstanding loans
receivable and $7,658 received from the disposal of assets.
These increases were offset by dividend payments of $18,113 on
Sel-Drum Corporation's common stock (for the six month period
ended January 31, 1995, prior to its acquisition by Sel-Drum
Imaging Corporation), repayments on long-term debt of $57,525,
capital expenditures of $174,456 and the effect of foreign
exchange rates on cash of $6,742.
Sel-Drum Corporation has a revolving demand loan arrangement with
a bank approximating $2,330,000 to assist with the financing of
accounts receivable and inventories. This arrangement may be
drawn upon by Sel-Drum Corporation and Sel-Drum Corporation
(U.S.A.), Inc. At July 31, 1996, there
<PAGE>
were borrowings of $1,677,716 outstanding under this arrangement.
Micron Imaging Corporation has a revolving demand loan
arrangement with the same bank approximating $364,000 to assist
with the financing of its accounts receivable and inventories.
At July 31, 1996, borrowings of $339,985 were outstanding under
this arrangement. The Company believes that its existing cash
and cash equivalents, amounts available under the above cited
revolving demand loan arrangements and cash to be generated from
its continuing operations will be sufficient to satisfy it's
anticipated cash requirements for fiscal 1997 and thereafter.
RESULTS OF OPERATIONS
- - ---------------------
REVENUES
- - -------
Revenues for the year ended July 31, 1996 were $14.8 million, an
increase of $.6 million from the prior year's revenues. Gross
profit for the current year $5.1 million (34.2%) compared
favourably to prior year of $4.5 million (31.7%), an absolute
dollar increase of 11.7%. Margins continue to improve quarter
over quarter with a 2.5% improvement for current year over
previous Fiscal Year.
EXPENSES
- - --------
Operating expenses increased by $.26 million in the Current Year.
Increase in expenses were primarily additional sales commissions
and telemarketers added in the fourth quarter of the last Fiscal
Year.
OTHER INCOME/(EXPENSE)
- - ---------------------
The Company changed it's policy for the handling of currency
transactions between Sel-Drum Corporation and Sel-Drum
Corporation (U.S.A.) Inc. as stated in the Form 10KSB for the
prior Fiscal Year. As a result the Company enjoyed a $15,000
foreign exchange gain, and increased it's interest income to
$27,260. This income off-set interest expense of $175,193 to a
net interest expense of $147,933, compared to a net interest
expense $150,612 for the prior Fiscal Year. Income before taxes
of $1.23 million represented an increase of 35% from the prior
Fiscal Year.
INCOME TAXES AND EARNINGS PER SHARE
- - -----------------------------------
Taxes incurred in the current year July 31, 1996 were $458,663
resulting in Net Income of $770,187, and earnings per share of
$0.10 comparing favorably with the prior Fiscal Year of $613,900
and earnings per share of $0.08.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONTENTS
--------
AUDITED CONSOLIDATED FINANCIAL STATEMENTS PAGE
- - ----------------------------------------- ----
Independent Auditors' Report F 1
Consolidated Balance Sheet F 2
Consolidated Statements of Income F 4
Consolidated Statements of Changes
in Shareholders' Equity F 5
Consolidated Statements of Cash Flows F 6
Notes to Audited Consolidated
Financial Statements F 8
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
Shareholders and Board of Directors
Sel-Drum International, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheet of
Sel-Drum International, Inc. and Subsidiaries as of July 31,
1996, and the related consolidated statements of income, changes
in shareholders' equity and cash flows for each of the two years
in the period ended July 31, 1996. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Sel-Drum International, Inc. and
Subsidiaries as of July 31, 1996, and the consolidated results of
their operations and their consolidated cash flows for each of
the two years in the period ended July 31, 1996, in conformity
with generally accepted accounting principles.
MENGEL, METZGER, BARR & CO. LLP
Rochester, New York
September 11, 1996
<PAGE>
<TABLE>
SEL-DRUM INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET - ASSETS
JULY 31, 1996
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS
- - --------------
Cash and cash equivalents $ 1,181,396
Accounts receivable, net of allowance
for doubtful accounts of $42,392 1,769,211
Inventories 3,795,766
Deferred income tax benefit 9,400
Other current assets 121,659
----------
TOTAL CURRENT ASSETS 6,877,432
PROPERTY
- - --------
Equipment 1,351,522
Vehicles 34,288
Furniture and fixtures 38,134
Leasehold improvements 387,136
---------
1,811,080
Less accumulated depreciation and amortization -775,172
---------
1,035,908
OTHER ASSETS
- - ------------
Organization costs, net of accumulated
amortization of $4,028 10,608
Purchased and developed technology, net
of accumulated amortization of $22,577 64,819
Deposits 14,475
Loans receivable from related parties 114,295
-------
204,197
-------
$ 8,117,537
=========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
<TABLE>
SEL-DRUM INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET - LIABILITIES AND SHAREHOLDERS' EQUITY
JULY 31, 1996
<CAPTION>
LIABILITIES AND
SHAREHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES
- - -------------------
Current portion of long-term debt $ 179,948
Notes payable to bank 2,074,144
Accounts payable 1,167,461
Income taxes payable 91,771
Other current liabilities 219,229
---------
TOTAL CURRENT LIABILITIES 3,732,553
OTHER LIABILITIES
- - -----------------
Deferred income taxes 9,406
Long-term debt 129,465
--------
138,871
COMMITMENTS AND CONTINGENCIES
- - -----------------------------
SHAREHOLDERS' EQUITY
- - --------------------
Preferred stock:
Class C 1,280,048
Class D 3,520,132
---------
4,800,180
Common stock 761,356
Additional paid in capital 11,915
Cumulative foreign currency
translation adjustment (110,067)
Accumulated deficit (1,217,271)
-----------
4,246,113
----------
$ 8,117,537
==========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
<TABLE>
SEL-DRUM INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Year ended July 31,
1996 1995
<S> <C> <C>
Net sales $ 14,811,891 $ 14,170,171
Cost of goods sold -9,746,252 -9,636,599
----------- ----------
GROSS PROFIT 5,065,639 4,533,572
Selling, administrative and general
expenses -3,651,045 -3,392,956
Provision for doubtful accounts -47,960 -41,620
---------- ----------
INCOME FROM OPERATIONS 1,366,634 1,098,996
Other income (expense):
Interest income 27,260 2,686
Interest expense (175,193) (153,298)
(Loss) gain on disposal
of property (4,869) 5,397
Foreign currency transaction
gain (loss) 15,018 (42,748)
-------- --------
(137,784) (187,963)
-------- --------
INCOME BEFORE INCOME TAXES 1,228,850 911,033
Income taxes (benefit):
Current 463,210 347,408
Deferred (4,547) (50,275)
-------- -------
458,663 297,133
-------- -------
NET INCOME $ 770,187 $ 613,900
======== =======
Earnings per common share $ .10 $ .08
===== =====
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<TABLE>
<PAGE>
SEL-DRUM INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<CAPTION>
Additional
Preferred Common paid-in
stock stock capital
<S> <C> <C> <C>
Balance at August 1, 1994 $ 4,800,180 $ 740,356 $ 11,615
Net income for the year - - -
Dividends paid - - -
Adjustment for foreign
currency translation - - -
Rent provided at no charge - - 300
---------- --------- ------
BALANCE A JULY 31, 1995 $ 4,800,180 740,356 11,915
Net income for
the year - - -
Adjustment for
foreign
currency
translation - - -
Issuance of 10,500
shares of
common stock - 21,000 -
---------- --------- ------
BALANCE AT JULY 31, 1996 $4,800,180 761,356 11,915
<CAPTION>
Cumulative
foreign
currency Total
translation Accumulated shareholders'
adjustment deficit equity
<S> <C> <C> <C>
Balance at August 1, 1994 $(111,816) (2,583,245) 2,857,090
Net income for the year - 613,900 613,900
Dividends paid - (18,113) (18,113)
Adjustment for foreign
currency translation 1,284 - 1,284
Rent provided at no charge - - 300
------- -------- -----
BALANCE A JULY 31, 1995 (110,532) (1,987,458) 3,454,461
Net income for - 770,187 770,187
Adjustment for foreign
currency translation 465 - 465
Issuance of 10,500
shares of
common stock - - 21,000
--------- ---------- ---------
BALANCE AT JULY 31, 1996 (110,067) (1,217,271) 4,246,113
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
<TABLE>
SEL-DRUM INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Year ended July 31,
1996 1995
<S> <C> <C>
CASH FLOWS - OPERATING ACTIVITIES
Net income $ 770,187 $ 613,900
Adjustments to reconcile
net income to net cash provided
from operating activities:
Provision for doubtful accounts 47,960 41,620
Depreciation and amortization 188,838 178,967
Deferred income tax (benefit) (4,547) (50,275)
Loss (gain) on disposal of
property 4,869 (5,397)
Changes in certain assets
and liabilities affecting operations:
Accounts receivable (102,235) (101,731)
Inventories (704,282) (341,880)
Other current assets (13,940) 36,849
Deposits 145 (217)
Accounts payable 132,515 (215,994)
Income taxes payable 32,319 (102,387)
Other current liabilities 104,795 (998)
-------- --------
NET CASH PROVIDED FROM
OPERATING ACTIVITIES 456,624 52,457
CASH FLOWS - INVESTING ACTIVITIES
Purchases of property (113,717) (174,456)
-------- --------
NET CASH (USED FOR)
INVESTING ACTIVITIES (113,717) (174,456)
CASH FLOWS - FINANCING ACTIVITIES
Bank overdraft (17,058) (144,913)
Dividends paid - (18,113)
(Increase) decrease in loans
receivable from related parties (3,063) 56,064
Short-term borrowings (repayments),
net 731,913 433,132
Repayments on long-term debt (59,272) (57,525)
Proceeds from disposal of assets - 7,658
Proceeds from issuance of
common stock 21,000 -
------- -------
NET CASH PROVIDED FROM
FINANCING ACTIVITIES 673,520 276,303
Effect of exchange rate changes
on cash (1,036) (6,742)
-------- -------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 1,015,391 147,562
Cash and cash equivalents
at beginning of year 166,005 18,443
-------- ------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 1,181,396 $ 166,005
========= =======
</TABLE>
<PAGE>
<TABLE>
SEL-DRUM INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, Cont'd
<CAPTION>
Year ended July 31,
1996 1995
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
- - ------------------------------------------------
<S> <C> <C>
Cash paid during the period for:
Interest $ 175,193 $ 153,298
======= =======
Income taxes $ 426,046 $ 428,942
======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
SEL-DRUM INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1996 AND 1995
NOTE A: ACQUISITION AND REORGANIZATION
- - ---------------------------------------
On January 31, 1995, Sel-Drum Imaging Corporation (a Canadian
holding company) (see below) acquired 100% of the outstanding
common stock of Micron Imaging Corp. (a Canadian company) in
exchange for 1,760 Class A preferred shares of Sel-Drum Imaging
Corporation. Further, on the same date, Sel-Drum Imaging
Corporation also acquired 100% of the outstanding common stock of
Sel-Drum Corporation (a Canadian company) and Sel-Drum
Corporation(U.S.A.), Inc. (both of which were wholly-owned
subsidiaries of 547118 Ontario Limited, a Canadian holding
company) in exchange for 4,840 Class B preferred shares of
Sel-Drum Imaging Corporation. The Class A and B preferred shares
contained a 2%, non-cumulative dividend feature and a provision
that the shares could be redeemed, at the option of the
shareholders, after January 31, 1997, for approximately $700 per
share ($1,000 per share in Canadian dollars). On July 31, 1995,
the Class A and B preferred shareholders exchanged their
preferred shares for an equal number of Class C and D preferred
shares, respectively, of Sel-Drum Imaging Corporation. The Class
C and D preferred shares contain a 5%, non-cumulative dividend
feature, but do not contain the redemption feature of the Class A
and B shares. Prior to the aforementioned transaction and
reorganization, the common shareholders of Sel-Drum Imaging
Corporation were the same as the owners of the outstanding common
stock of Micron Imaging Corp., Sel-Drum Corporation and Sel-Drum
Corporation (U.S.A.), Inc. Sel-Drum Imaging Corporation did not
have any activity prior to the consummation of the transaction
and reorganization.
On February 1, 1995, Sel-Drum International, Inc. (the "Company")
acquired 100% of the outstanding common stock of Sel-Drum Imaging
Corporation in exchange for 6,100,000 shares of the common stock
of Sel-Drum International, Inc. This transaction and the
reorganization described above represented an exchange of shares
by entities under common control and has been accounted for in a
manner similar to a pooling of interests. Accordingly, the
Company's consolidated financial statements have been restated
for all periods pror to the acquisition to include the financial
position, results of operations and cash flows of Sel-Drum
Imaging Corporation, Sel-Drum Corporation (U.S.A.), Inc.,
Sel-Drum Corporation and Micron Imaging Corp.
<PAGE>
NOTE A: ACQUISITION AND REORGANIZATION, Cont'd
- - -----------------------------------------------
Net sales and net earnings for each of the individual entities
for the six months ended January 31, 1995 are as follows:
<TABLE>
<CAPTION>
Sel-Drum
Sel-Drum Corporation
International, (U.S.A.), Sel-Drum
Inc. Inc. Corporation
------------- ----------- -----------
<S> <C> <C> <C>
Net sales $ - $ 5,068,157 $ 4,871,809
Net income
(loss) (2,882) 160,397 111,538
<CAPTION>
Micron
Imaging
Corp. Elimination Total
------- ----------- -----
<S> <C> <C> <C>
Net sales $ 413,986 $ (3,032,926) $ 7,321,026
Net income
(loss) 73,759 (47,936) 294,876
</TABLE>
Adjustments have been made to eliminate the impact of
intercompany sales and the related profit in inventories.
NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- - ----------------------------------------------------
Description of business
- - -----------------------
Sel-Drum International, Inc. is a holding company whose
operations are conducted by its wholly-owned subsidiaries
(through Sel-Drum Imaging Corporation), Sel-Drum Corporation
(U.S.A.), Inc., Sel-Drum Corporation and Micron Imaging Corp.
(see Note A).
Sel-Drum Corporation (U.S.A.), Inc. and Sel-Drum Corporation are
engaged in the wholesale distribution of parts and supplies used
in the reprographic industry. Micron Imaging Corp. is engaged in
the commercial production of arsenic triselenide photoconductor
aluminum drums used in duplicating machinery. The Companies
grant credit to customers who are located throughout the United
States and Canada, and arrange for letters of credit and sight
drafts with international customers.
Sel-Drum Corporation (U.S.A.), Inc. operates from a warehouse
located in Buffalo, New York. Sel-Drum Corporation's operating
facility, which includes warehouse space and administrative
offices, is located in Burlington, Ontario, Canada. Micron
Imaging Corp. has its manufacturing facility and administrative
offices in Kelowna, British Columbia, Canada.
Principles of consolidation
- - ---------------------------
The accompanying consolidated financial statements include the
accounts of Sel-Drum International, Inc. and its wholly-owned
subsidiaries(through Sel-Drum Imaging Corporation), Sel-Drum
Corporation (U.S.A.),Inc., Sel-Drum Corporation and Micron
Imaging Corp. (see Note A). All material intercompany balances
and transactions have been eliminated in consolidation.
<PAGE>
NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cont'd
- - ----------------------------------------------------
Advertising costs
- - -----------------
The Company's policy is to expense advertising costs as incurred.
Advertising costs for fiscal 1996 and 1995 were $97,782 and
$67,091, respectively.
Cash equivalents
- - ----------------
The Company's policy is to invest cash in excess of operating
requirements in income producing investments. Cash equivalents
are highly liquid investments purchased with original maturities
of three months or less. Cash equivalents consist of investments
in term deposit accounts at a Canadian financial institution. At
July 31, 1996, the Company's investment in these term deposit
accounts aggregated $674,510.
Concentration of credit risk - cash
- - ------------------------------------
The Company maintains cash balances at financial institutions
located in New York and Canada. Accounts at the New York
institution are insured by the Federal Deposit Insurance
Corporation up to $100,000. Accounts at the Canadian
institutions are insured by the Canadian Deposit
Insurance Corporation up to $43,700 ($60,000 Canadian).
Uninsured balances aggregated approximately $1,111,400 at July
31, 1996.
Inventories
- - -----------
Inventories are valued at the lower of cost, determined by the
first-in, first-out (FIFO) method, or market.
Property
- - --------
Property is stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are computed using
accelerated and straight-line methods over the estimated useful
lives of the related assets, which are as follows:
Equipment 5 - 10 years
Vehicles 5 years
Furniture and fixtures 5 years
Leasehold improvements 10 years
Major renewals and betterments are capitalized, while maintenance
and repairs are charged to operations as incurred. Upon sale or
retirement, the related cost and accumulated depreciation and
amortization are removed from the accounts and the related gain
or loss is reflected in operations.
Long-lived assets
- - -----------------
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of", which the Company will
adopt prospectively as required in 1996. Pursuant to this
Statement, companies are required to investigate potential
impairments of long-lived assets, certain identifiable
intangibles, and associated goodwill, on an exception basis, when
there is evidence that events or changes in circumstances have
made recovery of an asset's carrying value unlikely. An
impairment to loss would be recognized when the sum of the
expected future net cash flows is less than the carrying amount
of the asset. The adoption of SFAS 121 is not expected to have a
significant impact on the Company's financial position or result
of operations.
<PAGE>
NOTE B: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cont'd
- - ------------------------------------------------------------
Organization costs
- - ------------------
Organizations costs are being amortized on a straight-line basis
over ten years.
Purchased and developed technology
- - ----------------------------------
Purchased and developed technology, consisting of technology
acquired as well as engineering and other costs associated with
the development of Micron Imaging Corp.'s production process, is
being amortized on a straight-line basis over its estimated
useful life of ten years.
Foreign currency translation and transactions
- - ---------------------------------------------
Sel-Drum International, Inc. and Sel-Drum Corporation (U.S.A.),
Inc. maintain their accounting records in U.S. dollars, while
Sel-Drum Imaging Corporation, Sel-Drum Corporation, and Micron
Imaging Corp. (Canadian companies) maintain their accounting
records in Canadian dollars. The accompanying financial
statements are presented in U.S. dollars. Accordingly, all
balance sheet accounts of Sel-Drum Imaging Corporation, Sel-Drum
Corporation, and Micron Imaging Corp. (the Canadian companies)
are translated into U.S. dollars at period-end exchange rates,
and statement of income items are translated at weighted average
exchange rates. The resulting translation adjustments are made
directly to a separate component of shareholders' equity. Gains
or losses from foreign currency transactions, such as those
resulting from the settlement of foreign receivables or payables,
are included in the statements of income.
Income taxes
- - ------------
Deferred income tax assets and liabilities arise from temporary
differences associated with differences between the financial
statement and tax basis of assets and liabilities, as determined
by the enacted rates which are expected to be in effect when
these differences reverse. Deferred tax assets and liabilities
are classified as current or noncurrent, depending on the
classification of the assets and liabilities to which they
relate. Deferred tax assets and liabilities not related to an
asset or liability are classified as current or noncurrent
depending on the periods in which the temporary differences are
expected to reverse. The principal types of temporary
differences between assets and liabilities for financial
statement and tax return purposes are detailed in Note G.
Earnings per common share
- - -------------------------
Earnings per common share is based upon the weighted average
number of common shares considered to be outstanding during the
period. The weighted average number of shares considered to be
outstanding for the years ended July 31, 1996 and 1995 were
7,628,900 and 7,622,000, respectively.
Estimates
- - ---------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
<PAGE>
NOTE C: INVENTORIES
- - --------------------
The components of inventories at July 31, 1996 are as follows:
Raw materials $ 281,634
Work-in-process 88,080
Finished goods 3,426,052
------------
$ 3,795,766
============
NOTE D: LOANS RECEIVABLE FROM RELATED PARTIES
- - ----------------------------------------------
Non-interest bearing loans receivable from related parties at
July 31, 1996 are summarized as follows:
Due from 547117 Ontario Limited $ 25,342
Due from 547118 Ontario Limited 88,953
------------
$ 114,295
============
The President of Sel-Drum Corporation is the majority shareholder
of the Canadian holding companies, 547117 Ontario Limited and
547118 Ontario Limited (by attribution). There are currently no
repayment terms for the outstanding loans cited above.
NOTE E: NOTES PAYABLE TO BANK
- - -------------------------------
Sel-Drum Corporation has several debt arrangements with a
Canadian bank, summarized as follows:
Facility A: $2,330,560 revolving demand loan ($3,200,000
Canadian dollars) to assist with financing of the accounts
receivable and inventories of Sel-Drum Corporation and Sel-Drum
Corporation (U.S.A.), Inc. The arrangement provides for interest
to be paid monthly at the bank's prime rate plus .5% (an
effective rate of 6.75% at July 31, 1996). This arrangement may
be drawn upon by Sel-Drum Corporation and Sel-Drum Corporation
(U.S.A.), Inc. There were borrowings outstanding against this
arrangement at July 31, 1996 of $1,677,716. Letters of credit
(see Facility B below), which reduce the amount of borrowings
available under the terms of the arrangement, were outstanding at
July 31, 1996 in an amount approximating $330,000.
Facility B: This arrangement provides the Company with letters
of credit to purchase inventories, up to an amount approximating
$1,092,450($1,500,000 Canadian dollars), subject to the
outstanding balance of Facility A cited above.
Facility C: $150,000 revolving demand loan to finance the
payment of U.S. trade accounts payable, subject to the
outstanding balance of Facility A cited above. No amounts were
outstanding under this arrangement at July 31, 1996.
Facility D: $50,000 facility to provide check clearing
privileges for U.S. dollar checks, subject to the outstanding
balance of Facility A cited above. No amounts were outstanding
under this arrangement at July 31,1996.
<PAGE>
NOTE E: NOTES PAYABLE TO BANK, Cont'd
- - ---------------------------------------
Facility E: $255,000 ($350,000 Canadian dollars) facility to
provide for the purchase of up to $1,273,000 ($1,750,000 Canadian
dollars) of forward exchange contracts in Japanese yen.
Borrowings are subject to the outstanding balance of Facility A
cited above. No amounts were outstanding under this arrangement
at July 31, 1996.
Facility F: $69,000 ($95,000 Canadian dollars) arrangement to
finance leasehold improvements at the facility of Sel-Drum
Corporation, which provides for interest at the prime rate plus
1% (an effective rate of 7.25% at July 31, 1996). Borrowings are
subject to the outstanding balance of Facility A cited above.
There were borrowings outstanding against this arrangement at
July 31, 1996 of $56,443.
Accordingly, at July 31, 1996 the Company had approximately
$266,000 available for borrowing under these arrangements.
Total amounts outstanding on all of the above arrangements as of
July 31, 1996 amounted to $1,734,159.
The above arrangements are secured by substantially all assets of
Sel-Drum Corporation and Sel-Drum Corporation (U.S.A.), Inc., the
limited corporate guarantees of Sel-Drum International, Inc. and
Sel-Drum Imaging Corp., each in the amount of $2,549,050
($3,500,000 Canadian dollars),assignment of a $364,000 ($500,000
Canadian dollars) life insurance policy on the President of
Sel-Drum Corporation, the corporate guarantees of 547118 Ontario
Limited and 547117 Ontario Limited (both of which are
substantially owned by the President of Sel-Drum Corporation) and
the limited corporate guarantee of Sel-Drum Corporation (U.S.A.),
Inc. in the amount of $1,092,500($1,500,000 Canadian dollars).
In addition, Facility F is also secured by a collateral second
mortgage on the operating facilities of Sel-Drum Corporation and
a $218,000 ($300,000 Canadian dollars) personal guarantee from
the President of Sel-Drum Corporation (who is also the major
shareholder of Sel-Drum International, Inc.). Further, the
arrangements contain various covenants which provide for, among
other things, the maintenance of certain ratios and dividend
restrictions.
Micron Imaging Corp. has several debt arrangements with a
Canadian bank, summarized as follows:
Facility A: $364,150 revolving demand loan ($500,000
Canadian dollars) to assist with financing of their day to day
operations. The arrangement provides for interest to be paid
monthly at the bank's prime rate plus .5% (an effective rate of
6.75% at July 31, 1996). There were borrowings outstanding
against this arrangement at July 31, 1996 of $339,985.
Facility B: $100,000 revolving demand loan to finance the
payment of U.S. trade accounts payable, subject to the
outstanding balance of Facility A cited above. No amounts were
outstanding under this arrangement at July 31, 1996.
<PAGE>
NOTE E: NOTES PAYABLE TO BANK, Cont'd
- - ---------------------------------------
The above arrangements are secured by substantially all assets of
Micron Imaging Corp. and the limited corporate guarantees of
Sel-Drum International, Inc., Sel-Drum Imaging Corporation,
Sel-Drum Corporation, Sel-Drum Corporation (U.S.A.), Inc. and
547118 Ontario Limited, each in the amount of $364,150 ($500,000
Canadian dollars). Further, the arrangements contain various
covenants which provide for, among other things, the maintenance
of certain ratios and capital expenditure restrictions.
NOTE F: LONG-TERM DEBT
- - ------------------------
Long-term debt at July 31, 1996, which is all related to Micron
Imaging Corp., is summarized as follows:
Interest free note payable to a shareholder.
The note is due and payable October 31, 1996. $ 29,132
Interest free note payable to a corporation.
The note is due and payable October 31, 1996. 91,037
Interest free loan payable to Western Economic
Diversification Fund, due in monthly payments
of approximately $4,982 through November 1999. 189,244
-------
309,413
Less current portion -179,948
-------
$ 129,465
-------
Maturities for long-term debt are as follows:
Year ending July 31,
1997 $ 179,948
1998 59,784
1999 59,784
2000 9,897
---------
$ 309,413
=========
Based upon the borrowing rates currently available to the Company
for loans with similar terms and average maturities, the fair
value of the above-cited long-term debt is not significantly
different than its carrying value.
<PAGE>
NOTE G: INCOME TAXES
The total tax provision is different from the amount that would
have been recorded by applying the U.S. statutory federal income
tax rate to income before taxes. The reconciliation of these
differences is as follows:
July 31,
1996 1995
At statutory rate 34.0% 34.0%
Increase (decrease) resulting from:
Utilization of loss carryforwards (Micron) (.9) (5.6)
Other 4.2 4.2
---- ----
EFFECTIVE TAX RATE 37.3% 32.6%
==== ====
Deferred taxes resulting from temporary differences as of July
31, 1996 are as follows:
Assets/
(Liability)
Allowance for doubtful accounts receivable $ 9,400
Depreciation (9,406)
Scientific research and experimental development
expenditure carryforwards (Micron Imaging Corp.) 64,216
Investment tax credit carryforwards (Micron
Imaging Corp.) 47,900
Less valuation allowance (all related to
Micron Imaging Corp. items cited above) (112,116)
---------
$ (6)
=========
Current $ 9,400
Long-term (9,406)
---------
$ (6)
=========
At July 31, 1996, Micron Imaging Corp. had scientific research
and experimental development expenditure carryforwards
approximating $139,600 which may, subject to certain limitations,
offset future taxable income. The scientific research and
experimental development expenditure carryforwards may be carried
forward indefinitely. In addition, Micron Imaging Corp. also had
investment tax credit carryforwards of $47,900 available, subject
to certain limitations, to reduce future income taxes payable.
These credits expire at various times, from 2000 through 2004.
<PAGE>
NOTE H: COMMON AND PREFERRED STOCK
- - -----------------------------------
The following is certain information regarding common and
preferred stock as of July 31, 1996:
Sel-Drum International, Inc.
Preferred Stock
- - ---------------
Par value None
Shares authorized 10,000,000
Shares issued and outstanding None
Common Stock
- - ------------
Par value None
Shares authorized 100,000,000
Shares issued and outstanding 7,632,500
Sel-Drum Imaging Corporation (see Note A)
Preferred Stock
- - ---------------
Class A (5% non-cumulative):
Par value None
Stated value $727.30
Shares authorized 2,000
Shares issued and outstanding None
Class B (5% non-cumulative):
Par value None
Stated value $727.30
Shares authorized 5,000
Shares issued and outstanding None
Class C (5% non-cumulative):
Par value None
Stated value $727.30
Shares authorized 10,000
Shares issued and outstanding 1,760
Class D (5% non-cumulative):
Par value None
Stated value $727.30
Shares authorized 10,000
Shares issued and outstanding 4,840
NOTE I: COMMITMENTS AND CONTINGENCIES
- - ---------------------------------------
Lease commitments Sel-Drum Corporation leases its operating
facility from a related party at a base monthly rental
approximating $6,670 through September 1996, then $7,080 through
the expiration of the lease in September 1998. In addition to
the base rental, the Company is responsible for property taxes,
insurance, utilities and repairs and maintenance. The Company
also leases automobiles at a monthly rental approximating $1,000
through November 1999.
Sel-Drum Corporation (U.S.A.), Inc. leases its warehouse from an
unrelated party at a monthly rental of $2,250, which includes
property taxes and utilities, through March 1998.
Micron Imaging Corp. leases its facility for $1,515 per month
through May 1998.
Total rent expense for the Company's operating facilities and
warehouse was $149,761 and $147,819 for the years ended July 31,
1996 and 1995, respectively.
Total minimum future rental payments under all noncancellable
leases are as follows:
Year ending July 31, Amount
1997 $ 146,580
1998 138,884
1999 22,632
2000 3,007
-------
$ 311,103
=======
The amounts included in the minimum future rental payments above
for the Company's Canadian facilities have been converted to U.S.
dollars using the appropriate period-end exchange rates.
Employment contracts
- - --------------------
Employment contracts exist with the President and Vice-President
of Sel-Drum Corporation and the President of Micron Imaging
Corp. These contracts provide for minimum annual salaries plus
bonuses.
Contingencies
- - -------------
At July 31, 1996, Sel-Drum Corporation was contingently liable
for approximately $330,000 related to letters of credit (see Note
E).
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DATA
- - --------------------------------------------------------
There are NO disagreements.
PART 3
------
ITEM 9. DIRECTORS, OFFICERS AND KEY PERSONNEL
- - ---------------------------------------------
The following table sets forth certain information as of July 31,
1996 with respect to Directors, Officers and Key Personnel of the
Company:
NAME AGE POSITIONS
Robert E. Asseltine 65 Chairman of the
Board and Director
Brian Turnbull 61 President, C.E.O.,
and Director
Brien Murtagh 48 Executive Vice
President and
General Manager
Sel-Drum Imaging
Al Green 53 President and
C.E.O. Micron
Imaging
John Hall 54 Director of Finance
Gerald Maunder 64 Vice-President
Corporate
Development and
Director
Stephen Dadson 51 Legal Counsel and
Director/Secretary
Mr. Asseltine was the Founder and Chief Executive Officer of
Micron Imaging Corporation. He became Chairman of the Company on
completion of the consolidation of his Company together with
Sel-Drum Corporation (U.S.A.) and Sel-Drum Corporation February
1, 1995. Prior to founding Micron, he was the principal
shareholder of Copytron, the largest independent copier dealer in
Western Canada. He also developed a photoconductor facility
(Photofax). Both of these afore-mentioned Companies were sold to
Savin Canada Inc.
Mr. Turnbull was the Founder of Sel-Drum Corporation and
Sel-Drum Corporation (U.S.A.) Inc. He became President of the
Company on the consolidation of his companies with Micron Imaging
Corporation February 1, 1995. Prior to founding Sel-Drum
Corporation in 1978, he owned an independent copier dealership
in Hamilton, Ontario, Canada. He started his career in the
reprographics industry with Nashua in the U.K., and later joining
them in Canada.
Mr. Murtagh became Executive Vice-President of the Sel-Drum
Imaging Corporation on February 1, 1995. Prior to assuming this
position he was Vice-President of Sel-Drum Corporation and
Sel-Drum Corporation (U.S.A.) Inc. Mr. Murtagh has been
associated with the reprographics industry for many years
starting his career with Nashua in the U.K..
Mr. Green joined Micron Imaging Corporation in 1993 and was
appointed
<PAGE>
President of Micron in April 1994. Mr. Green has been associated
with the reprographic industry for many years, commencing his
career with Xerox Canada. He joined Mr. Asseltine as General
Service Manager for The Copytron dealership and later moved to
Photofax to help develop the selenium photoreceptor technology.
Mr. Hall joined Sel-Drum Corporation in 1985 as the Financial
Manager. On February 1, 1995 he was appointed as Director of
Finance for the Company. Previously, he was employed for five
years by Butler Metals Co., an automotive related Company, in the
position of Manager of Accounting. Prior to his employment with
Butler, he was employed by T.R.W. in Canada in the capacity of
Chief Accountant. Mr. Hall earned his C.M.A. in 1972.
Mr. Maunder was, until his retirement in 1990, President of Savin
Canada and VP Retail Sales of Savin USA. Mr. Maunder has spent
his entire business career in the Office Equipment industry. In
May 1995 the Principals of the Company retained the services of
Mr. Maunder whom they had known for many years to assist in the
launching of the Company and be responsible for Corporate
Development.
Mr. Dadson has practised Commercial Law since 1971 when he
joined a major Vancouver law firm In 1986 Mr. Dadson left the
practice of law to become CEO of a London based metallurgical
firm until 1990. Mr. Dadson has for the last 4 years carried on
a limited commercial law practice and been extensively involved
in assisting companies to establish businesses in China for both
Chinese and Western Firms. Mr. Dadson was the legal adviser for
Mr. Asseltine's Copytron group of Companies beginning in 1974 and
as such has considerable experience with the Copier Industry.
Mr. Dadson works actively assisting the Company with new
acquisitions, regulatory matters and it's Far East strategy.
Mr. Turnbull, Mr. Murtagh and Mr. Green each have agreements with
the Company in connection with their employment and severance
arrangements relative to their termination thereof.
ITEM 10. EXECUTIVE COMPENSATION
- - -------------------------------
Incorporated by reference to the Company's proxy statement for
the annual meeting of stockholders to be filed with the
Securities and Exchange Commission within 120 days after the
close of the fiscal year ended July 31, 1996.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
ANDMANAGEMENT
- - --------------------------------------------------------------
Incorporated by reference to the Company's proxy statement for
the annual meeting of stockholders to be filed with the
Securities and Exchange Commission within 120 days after the
close of the fiscal year ended July 31, 1996.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- - -------------------------------------------------------
Incorporated by reference to the Company's proxy statement for
the annual meeting of stockholders to be filed with the
Securities and Exchange Commission within 120 days after the
close of the fiscal year ended July 31, 1996.
<PAGE>
PART 4
------
ITEM 13. EXHIBITS AND REPORTS ON FORM 8K
----------------------------------------
(a) EXHIBITS
- - ------------
The following exhibits are submitted herewith:
<TABLE>
<CAPTION>
Exhibit No. 3 Articles & Bylaws
- - ------------- -----------------
<S> <C> <C>
<F1> 3.1 Articles of Incorp.
<F1> 3.2 Bylaws
<F2> 3.3 Certificate of assumed
<CAPTION>
Trade Name
Exhibit 10 Material Contracts
- - ---------- ------------------
<S> <C> <C>
<F3> 10.1 Share Exchange
Agreement dated
as of February 1, 1995
between Robert E. Asseltine,
Geraldine L.Asseltine,
547118 Ontario Limited, the
Company, and Sel- Drum Imaging
Corporation.
<F2> 10.2 Employment contract
Brian Turnbull
<F2> 10.3 Employment contract
Brien Murtagh
<F2> 10.4 Employment contract
Al Green
<CAPTION>
Exhibit 21 Subsidiaries
- - ---------- ------------
<S> <C> <C>
<F2> 21.1 Sel-Drum Imaging
Corporation
Vancouver, B.C.,
Canada. Carries
on business under the
same name.
<F2> 21.2 Sel-Drum Corporation (U.S.A.)Inc.
Albany, N.Y., U.S.A. Carries
on business under the same name.
<F2> 21.3 Sel-Drum Corporation
Burlington, Ontario, Canada. Carries
on business under the same name.
<F2> 21.4 Micron Imaging Corporation Kelowna,
B.C., Canada. Carries on business
under the same name.
<FN>
<F1> 10 KSB 7/31/94
<F2> 10 KSB 7/31/95
<F3> 8 K Filing 1/31/95
</FN>
</TABLE>
(b) REPORTS ON FORM 8K
- - ----------------------
The Company filed no reports on form 8K during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
In accordance with the requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SEL-DRUM INTERNATIONAL, INC.
By: /S/ Brian Turnbull
--------------------
Brian Turnbull
President, Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates
indicated.
Signature Date
--------- ----
/s/ Robert E. Asseltine October 14, 1996
- - -----------------------
Robert E. Asseltine
Chairman of the Board and Director
/s/ Brian Turnbull October 14, 1996
- - ------------------
Brian Turnbull
President, Chief Executive Officer
and Director
/s/ Stephen Dadson October 14, 1996
- - ------------------
Stephen Dadson
Secretary and Director
/s/ John Hall October 14, 1996
- - -------------
John Hall
Director of Finance
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The accompanying notes are an integral part of the consolidated financial
statements.
</LEGEND>
<CIK> 0000915401
<NAME> SEL-DRUM INTERNATIONAL,INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JUL-31-1996
<CASH> 1,181,396
<SECURITIES> 0
<RECEIVABLES> 1,811,603
<ALLOWANCES> 42,392
<INVENTORY> 3,795,766
<CURRENT-ASSETS> 335,256
<PP&E> 1,811,080
<DEPRECIATION> 775,172
<TOTAL-ASSETS> 8,117,537
<CURRENT-LIABILITIES> 3,871,424
<BONDS> 0
0
4,800,180
<COMMON> 761,356
<OTHER-SE> (1,315,423)
<TOTAL-LIABILITY-AND-EQUITY> 8,117,537
<SALES> 14,811,891
<TOTAL-REVENUES> 14,811,891
<CGS> 9,746,252
<TOTAL-COSTS> 9,746,252
<OTHER-EXPENSES> 3,651,045
<LOSS-PROVISION> 47,960
<INTEREST-EXPENSE> 137,784
<INCOME-PRETAX> 1,228,850
<INCOME-TAX> 458,663
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 770,187
<EPS-PRIMARY> .10
<EPS-DILUTED> 0
</TABLE>
