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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
IMSCO TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
449697101
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(CUSIP Number)
February 3, 1999
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 449697101 13G
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1. Name of Reporting Person
Amro International S.A.
I.R.S. Identification No. of Above Person (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ x ]
3. SEC Use Only
4. Citizenship or Place of Organization
Panama
Number of Shares 5. Sole Voting Power
Beneficially 6,733,333 (see Note A)
Owned by Each 6. Shared Voting Power
Reporting Person N/A
With 7. Sole Dispositive Power
6,733,333 (see Note A)
8. Shared Dispositive Power
N/A
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,733,333 (see Note A)
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
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11. Percent of Class Represented by Amount in Row 9
46.7% (see Note A)
12. Type of Reporting Person
CO
ITEM 1 (a) NAME OF ISSUER
IMSCO TECHNOLOGIES, INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
40 Bayfield Drive
North Andover, MA 01845
ITEM 2 (a) NAME OF PERSON FILING
Amro International S.A.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
c/o Ultrafinance
Grossmunsterplatz 26
Zurich CH 8022, Switzerland
(c) CITIZENSHIP
Panama
(d) TITLE OF CLASS OF SECURITIES
Common Stock, no par value
(e) CUSIP NUMBER
449697101
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ITEM 3
If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box
[ x ]
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
6,733,333 (see Note A)
(b) Percent of class:
46.7% (see Note A)
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<TABLE>
<CAPTION>
(c) Number of shares as to which the person has:
<S> <C>
(i) Sole power to vote or to direct the vote: 6,733,333 (see Note A)
(ii) Shared power to vote or to direct the vote: N/A
(iii) Sole power to dispose or to direct the disposition of: 6,733,333 (see Note A)
(iv) Shared power to dispose or to direct the disposition of: N/A
</TABLE>
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired are not being held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
July 12, 1999
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(Date)
AMRO INTERNATIONAL S.A.
By: /s/ H.U. Bachofen
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(Signature)
H. U. Bachofen, Director
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(Name/Title)
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NOTE A
Reporting Person currently owns no shares of the Common Stock of the Issuer.
Reporting Person holds $600,000 principal amount of the Issuer's 8%
Convertible Debenture Due January 31, 2002 (the "Maturity Date"). Under its
terms, the Debenture is generally convertible into shares of Common Stock of
the Issuer, where conversions are effected at a conversion rate (the
"Conversion Price") equal to 75% of the average closing bid of a share of
Common Stock of the Issuer during the 5 trading days prior to the date
("Conversion Date") on which the Reporting Person submits a conversion notice
("Market Price"), but in no event more than $1.00 per share (adjusted for any
Common Stock dividend, split or reverse split effected after the date of the
Debenture). The entire unpaid balance of the Debenture and accrued interest
thereon outstanding on the Maturity Date will automatically convert into
Common Stock at the Conversion Price on the Maturity Date. The Debenture,
however, is not currently fully convertible into shares of Common Stock of the
Issuer by the holders, because of Section 5 of the Debenture restricts the
rights of Reporting Person to convert if, as a result of such conversion (but
without giving effect to shares issuable upon conversions not yet submitted),
the Reporting Person and its affiliates would have actual ownership of more
than 9.99% of the outstanding shares of Common Stock of the Issuer. Were such
restriction not applicable, Reporting Person would, based on current market
prices of such Common Stock at about $0.15 per share, be able to convert its
Debentures into 5,333,333 shares of Common Stock. If interest on the
Debentures through the Maturity Date were paid in Common Stock based on the
same Conversion Price, the Reporting Person would receive an additional
1,280,000 shares.
In addition, the Reporting Person holds three year warrants to purchase
120,000 shares of Common Stock (the "Warrant") at an exercise price of $1.50
per share. The Warrant restricts the rights of Reporting Person to convert if,
as a result of such conversion (but without giving effect to shares issuable
upon exercises not yet submitted), the Reporting Person and its affiliates
would have actual ownership of more than 9.99% of the outstanding shares of
Common Stock of the Issuer. At current market prices, it is unlikely that
Reporting Person will exercise the warrants.
If all of the Debentures were currently fully convertible and converted, if
the interest on the entire principal of the Debentures through the Maturity
Date were paid in Common Stock at the same Conversion Price and if the Warrant
were currently fully exercisable and exercised, the Reporting Person's total
shares of Common Stock would be 6,733,333 shares (46.7%).
The exact number of shares which would be issuable to the Reporting Person
upon such conversions can not be specified at this time, because the actual
conversion rate at the time of any given conversion may be higher or lower.
The Reporting Person disclaims any beneficial interest in or voting rights in
the shares of Common Stock of the Issuer held by or issuable upon the exercise
of any conversion or other rights held by any other holder of shares or such
rights of the Issuer.
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Notwithstanding anything to the contrary contained herein, Reporting Person
specifically disclaims any intent to acquire any shares of Common Stock to the
extent the sum of (1) the number of shares of Common Stock beneficially owned
by Reporting Person and its affiliates (other than shares of Common Stock
which may be deemed beneficially owned through the ownership of the
unconverted portion of the Debenture or the unexercised portion of the
Warrant), and (2) the number of shares of Common Stock issuable upon the
conversion of the Debenture or exercise of the Warrant with respect to which
the determination of this proviso is being made, would result in beneficial
ownership by Reporting Person and its affiliates of more than 9.99% of the
outstanding shares of Common Stock (after taking into account the shares to be
issued to Reporting Person upon such conversion or exercise), or would
otherwise subject Reporting Person to any of the provisions of ss.16(b) of the
Securities Exchange Act of 1934.
