<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________.
Commission file number: 33-94318-C
AMERICAN TIRE CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 87-0535207
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1643 NEVADA HIGHWAY, BOULDER CITY, NEVADA 89005
(Address of principal executive offices) (Zip Code)
(702) 293-1930
(Registrant's telephone number, including area code)
446 WEST LAKE AVENUE, RAVENNA, OHIO 44266
(Former name, former address, and former fiscal year, if changed since last
report.)
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), Yes [] No [X] and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of each of the issuer's classes of common
stock, was 4,546,748 shares of common stock, par value $0.001, as of June 25,
1997.
PAGE
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
Operating results for the three and nine month periods ended March 31,
1997 are not necessarily indicative of the results that can be expected for
the Company's fiscal year ending June 30, 1997.
PAGE
<PAGE> 3
FINANCIAL STATEMENTS
AMERICAN TIRE CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION>
BALANCE SHEETS
ASSETS
Consolidated
March 31, 1997 JUNE 30,
(Unaudited) 1996
------------ ------------
<S> <C> <C>
Current Assets:
Cash....................................... $ 727,881 $ 4,467
Trade receivables.......................... 78,747 22,767
Accrued interest receivable................ 7,209 -
Inventory.................................. 281,241 131,285
Prepaid royalties - related party.......... 19,571 17,725
Prepaid expenses 20,368 15,182
Deposits on inventory...................... - 87,401
---------- ----------
Total current assets.................. 1,135,017 278,827
---------- ----------
Property, Plant and Equipment
Land....................................... 59,000 59,000
Building and building improvements......... 237,430 229,996
Equipment.................................. 440,799 225,968
Furniture and fixtures..................... 26,240 7,692
Construction in progress................... 240,000 -
---------- ----------
1,003,469 522,656
Less: accumulated depreciation............ 119,988 39,299
---------- ----------
883,481 483,357
Other Assets:
Deposits................................... 18,388 1,834
Accrued interest receivable................ - 9,993
Deferred offering costs.................... - 147,108
Goodwill................................... 1,854,657 -
---------- ----------
1,873,045 158,935
---------- ----------
$3,891,543 $ 921,119
========== ==========
(See accompanying notes to the financial statements)
<PAGE> 4
AMERICAN TIRE CORPORATION
(A Development Stage Company)
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
Consolidated
March 31, 1997 JUNE 30,
(Unaudited) 1996
------------ ------------
<S> <C> <C>
Current Liabilities:
Line of credit............................. $ - $ 299,838
Accounts payable and accrued expenses...... 39,618 98,680
Notes payable-officers and accrued interest - 265,830
Due to officer............................. 60,000 -
Due to related parties..................... 15,544 -
---------- ----------
Total current liabilities............. 115,162 664,348
Stockholder Equity:
Preferred stock, par value $0.001,
5,000,000 shares authorized, 0 shares
issued and outstanding - -
Common stock, par value $0.001, 25,000,000
shares authorized, 4,546,748 and 3,840,642
shares issued and outstanding, respectively 4,547 3,841
Additional paid-in capital.................. 5,447,495 1,182,650
Foreign currency exchange................... (649) -
Deficit accumulated during the
development stage.......................... (1,630,012) (844,720)
--------- ----------
3,821,381 341,771
Less: Receivable-shareholder (officers) (45,000) (85,000)
--------- ----------
3,776,381 256,771
--------- ----------
$3,891,543 $ 921,119
========== ==========
</TABLE>
(See accompanying notes to the financial statements)
<PAGE> 5
AMERICAN TIRE CORPORATION
(A Development Stage Company)
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
From
For the Three For the
Nine Inception on
Months Ended Months
Ended January 30,
March 31, March
31, 1995 through
------------------
- ------------------- March 31,
1997 1996 1997
1996 1997
---------- ---------- ----------
- ---------- ------------
<S> <C> <C> <C>
<C> <C>
SALES:
Product Sales .............. $ 25,637 $ - $ 25,637
$ - $ 25,637
Cost of Sales .............. 8,439 -
8,439 -
8,439 ----------
- --------- -------- ---------- ---------
Gross Profit 17,198 -
17,198 - 17,198
---------- --------- --------
- ---------- ---------
EXPENSES:
Consulting................... 140,690 17,000 140,690
31,000 319,769
Payroll and payroll taxes.... 233,936 60,121 344,253
159,184 596,827
Administrative............... 17,071 56,735 233,281
152,188 452,272
Travel and entertainment..... 14,718 7,826 35,741
45,348 132,069
Marketing consulting......... - -
- - - 13,300
Interest..................... 1,339 7,726 24,508
20,526 81,430
Depreciation................. 14,015 9,344 37,508
25,574 76,807
---------- --------- ---------
- --------- ---------
Total Expenses........... 421,769 158,752 815,981
433,820 1,672,474
--------- --------- ---------
- --------- ---------
LOSS BEFORE INCOME/EXPENSES... (404,571) (158,752) (798,783)
(433,820) (1,655,276)
OTHER INCOME/EXPENSES
Interest Income.............. 6,012 1,748
13,492 6,403 25,264
--------- -------- ---------
- --------- ---------
LOSS BEFORE INCOME TAXES (398,559) (157,004) (785,291)
(427,417) (1,630,012)
Income taxes................. - -
- - - -
--------- --------- ---------
- --------- ---------
NET LOSS...................... $(398,559) $(157,004) $(785,291)
$(427,417) $(1,630,012)
========= ========= =========
========= =========
NET LOSS PER SHARE............ $ (0.09) $ (0.04) $ (0.19)
$ (0.11) $ (0.37)
========= ========= =========
========= =========
WEIGHTED AVERAGE SHARES
OUTSTANDING.................. 4,423,415 3,840,642 4,175,731
3,840,642 4,347,181
========= ========= =========
========= =========
</TABLE>
(See Accompanying notes to the financial statements)
<PAGE> 6
AMERICAN TIRE CORPORATION
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY
FROM THE DATE OF INCEPTION (JANUARY 30, 1995) TO MARCH 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION> Accumulated
Deficit
Additional During Foreign
Notes Total
Common Stock Paid-in Development Currency
Receivable Shareholders'
Shares Amount Capital Stage Exchange
Shareholders Equity
---------- --------- --------- ----------- --------
- ------------ -------------
<S> <C> <C> <C> <C> <C>
<C> <C>
BALANCE, January 30, 1995
(Inception)............. - $ - $ - $ - $
- - $ - $ -
Sale of common stock for
cash of $.001 per share 2,510,000 2,510 - -
- - - 2,510
Common stock issued for
services in February
1995.................... 300,000 300 29,700 -
- - - 30,000
Common stock issued for
services in April 1995.. 100,000 100 99,900 -
- - - 100,000
Common stock issued for
notes receivable, of
which $50,000 was paid
in August 1995 and
$50,000 included in
current assets at June
30, 1995................ 170,000 170 169,830 -
- - (120,000) 50,000
Repayment of notes
receivable by providing
services................ - - - -
- - 26,100 26,100
Sale of common stock for
cash of $1.00 per share
pursuant to a private
placement, net of stock
issuance costs of
$78,271................. 720,000 720 641,009 -
- - - 641,729
Net loss for the period - - - (248,630)
- - - (248,630)
---------- --------- ---------- ---------
- -------- ---------- ----------- Balance at June 30, 1995 3,800,000
3,800 940,439 (248,630) - (93,900) 601,709
Repayment of notes
receivable by providing
services................ - - - -
- - 8,900 8,900
Sale of common stock for
cash of $6.00 per share
pursuant to a private
placement............... 40,642 41 243,811 -
- - - 243,852
Stock issuance costs..... - - (1,600) -
- - - (1,600)
Net loss for the year - - - (596,090)
- - - (596,090)
---------- --------- ---------- ---------
- -------- ---------- -----------
Balance at June 30, 1996 3,840,642 3,841 1,182,650 (844,720)
- - (85,000) 256,771PAGE
<PAGE> 7
AMERICAN TIRE CORPORATION
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY
FROM THE DATE OF INCEPTION (JANUARY 30, 1995) TO MARCH 31, 1997 [Continued]
(UNAUDITED)
</TABLE>
<TABLE>
<CAPTION> Accumulated
Deficit
Additional During Foreign
Notes Total
Common Stock Paid-in Development Currency
Receivable Shareholders'
Shares Amount Capital Stage Exchange
Shareholders Equity
---------- --------- --------- ----------- --------
- ------------ -------------
<S> <C> <C> <C> <C> <C>
<C> <C>
Balance at June 30, 1996 3,840,642 3,841 1,182,650 (844,720) -
(85,000) 256,771
Purchase shares per
recision offer.......... (34,977) (35) (209,827) -
- - - (209,862)
Sale of common stock for
cash of $6.00 per share
pursuant to initial public
offering (net of stock
issuance cost of $34,200) 344,083 344 2,029,954 -
- - - 2,030,298
Deferred offering costs.. - - (273,309) -
- - - (273,309)
Common stock issued for
debt at $2.10 per share. 27,000 27 56,708 -
- - - 56,735
Sale of Common stock for
cash of $6.00 per share
pursuant to private
placement............... 155,000 155 929,845 -
- - - 930,000
Common stock issued for
services in Feb. 1997,
issued at $6.125
per share...... 15,000 15 91,860 -
- - - 91,875
Common stock issued -
UTI-UK pursuant to
acquisition plan at $7.75
per share............. 200,000 200 1,549,800 -
- - - 1,550,000
Repayment of Notes
receivable by providing
services.............. - - - -
- - 40,000 40,000
Net Assets acquired -
UTI-UK - - 89,814 -
- - - 89,814
Foreign Currency Exchange - - - -
(649) - (649)
Net loss for period
ended March 31, 1997..... - - - (785,291)
- - - (785,291)
---------- --------- ---------- ---------
- -------- ---------- -----------
Balance at March 31,
1997 4,546,748 $ 4,547 $5,447,495 $(1,630,012)$
(649) $ (45,000) $ 3,766,381
========== ========= ========== ===========
======= ========== ===========
</TABLE>
(See accompanying notes to the financial statements)
<PAGE> 8
AMERICAN TIRE CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
From inception
FOR THE
FOR THE On January 30,
THREE MONTHS ENDED NINE
MONTHS ENDED 1995 through
MARCH 31,
MARCH 31, MARCH 31,
1997 1996
1997 1996 1997
------------ ------------
- ------------ ------------ ------------
<S> <C> <C>
<C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................$(398,559) $ (157,004) $
(785,291) $ (427,417) $ (1,630,012)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation........................... 14,015 9,344
37,508 25,574 76,808
Common stock issued for services....... 91,875 -
91,875 - 220,875
Services provided in lieu of cash payment
on receivables - officers - -
- - 8,900 35,000
(Increase) decrease in:
Other receivable....................... (52,177) 435
(55,980) (589) (78,747)
Inventory.............................. (149,956) -
(149,956) (131,285) (281,241)
Prepaid royalties...................... (1,846) -
(1,846) (9,175) (19,571)
Prepaid expenses....................... (1,515) 3,919
(5,186) 1,505 (20,368)
Deposits on inventory and other........ 71,572 -
70,847 114,437 (18,388)
Accrued interest receivable............ 6,211 (1,695)
2,783 (5,307) (7,209)
Increase (decrease) in:
Accounts payable and accrued expenses.. 30,723 17,870
(30,156) 22,397 70,618
--------- --------
- ---------- ---------- -----------
Net cash used by
Operating activities............... (389,657) (127,131)
(825,402) (400,960) (1,652,235)
--------- --------
- ---------- ----------- -----------
CASH FLOWS FROM (USED IN)
INVESTING ACTIVITIES:
Purchase of property, plant
and equipment.......................... (62,343) (5,064)
(213,125) (128,645) (735,781)
Investment in subsidiary................ (400,000) -
(400,000) - (400,000)
---------- --------
- ---------- ---------- -----------
Net cash used by
Investing activities............... (462,343) (5,064)
(613,125) (128,645) (1,135,781)
--------- --------
- ---------- ---------- -----------
CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES:
Proceeds - related parties and officers. 15,544 99,000
155,544 99,000 422,544
Payments - related parties and officers. - -
(317,000) (6,159) (323,000)
Common stock issued for cash............ 930,000 -
2,960,298 292,252 3,899,524
Purchased stock - recission agreement... - -
(209,862) - (209,862)
Deferred offering costs................. - (13,272)
(127,201) (45,253) (273,309)
Proceeds from borrowings................ 7,167 -
7,167 196,000 593,005
Principal payments on borrowings........ (7,167) -
(307,005) (98,000) (593,005)
--------- ---------
- ---------- ---------- ----------
Net cash provided by
Financing activities............... 945,544 85,728
2,161,941 437,840 3,515,897
--------- ---------
- ---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH.......... 93,544 (46,467)
723,414 (91,765) 727,881
Cash at beginning of period.............. 634,337 47,431
4,467 92,729 -
--------- ---------
- ---------- ---------- ----------
Cash at end of period....................$ 727,881 $ 964
727,881 964 727,881
========== ==========
========== ========== ==========
</TABLE>
(See accompanying notes to the financial statements)
PAGE
<PAGE> 9
AMERICAN TIRE CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
NATURE OF BUSINESS: American Tire Corporation, a Nevada corporation ("the
Company"), was organized on January 30, 1995, to take advantage of existing
proprietary and non-proprietary technology available for the manufacturing of
specialty tires. The Company has had limited operations since its
organization and is a "development stage" company. The Company is engaged in
manufacturing, marketing, and distributing airless bicycle tires. The
Company's fiscal year end is June 30.
BASIS OF PRESENTATION: The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.
The Company has a very limited operating history, has not generated
significant revenues to date and must be considered promotional and in its
early development stages. The Company started to ship limited amounts of
products in January 1997.
On October 10, 1996, the Company closed its initial public offering having
sold 344,083 shares of common stock for aggregate offering proceeds of
$2,064,498. The Company's continuation as a going concern is dependent upon
its ability to utilize the working capital from its initial public offering to
carry out its business plan and to commence and continue operations.
On February 28, 1997, the Company acquired UTI Chemicals (Europe) Ltd., a
United Kingdom company (UTI-UK). The Company's financial records are
presented in accordance with generally accepted accounting principles (GAAP).
The financial records for UTI-UK are presented in accordance with United
Kingdom accounting principles which may vary with GAAP. In the opinion of
management, any variances between these two standards are not material and do
not affect the results of operations.
REVENUE RECOGNITION: The Company recognizes revenue upon the shipment of
product which started with limited shipments in January 1997.
INVENTORY: Inventory is stated at the lower of cost or market, using the
first-in, first-out method. The inventory at March 31, 1997 consists of
finished goods purchased for resale at a cost of $131,285 and manufactured
goods produced at a cost of $18,263.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are recorded at
cost. Depreciation is provided using the straight-line method over the
estimated useful lives of the assets, as follows:
ATC LIFE AND METHOD UTI-UK METHOD
------------------- -------------
Building 40 years, straight line 25% on reducing balance
Equipment 5 years, straight line 15% on reducing balance
Furniture and fixtures 7 years, straight line 15% on reducing balance
UTI-UK depreciation is provided using annual rates promulgated by United
Kingdom agencies.
<PAGE> 10
NOTE B - RECEIVABLES - OFFICERS
- -------------------------------
In April 1995, the Company entered into subscription agreements with three of
its officers to acquire an aggregate of 170,000 shares of common stock at a
purchase price of $1.00 per share, in exchange for promissory notes bearing
interest at 8% per annum, principal and interest payable in April 1998. At
March 31, 1997, accrued interest receivable on these notes amounted to $7,209.
The promissory notes were amended to become due no later than six months from
the close of the Company's initial public offering (April 10, 1997). At March
31, 1997 $45,000 was owed under these notes, which has been presented as a
reduction of shareholders' equity.
NOTE C - TECHNOLOGY LICENSE AGREEMENT
- -------------------------------------
On June 5, 1995, the Company entered into a technology licensing agreement
with a related company owned by certain shareholders of the Company. This
agreement provides the Company the exclusive license to use, sell and license
the technology for manufacturing a wheel-tire assembly known as the "Dynamic
Steerable Spring". The agreement specifies that a royalty of either $1.00 per
unit sold directly by the Company or eight percent (8%) of any royalty the
Company should receive from any third party licensee to be paid quarterly. At
March 31, 1997, $19,571 has been advanced pursuant to and in anticipation of
this agreement and is recorded in prepaid royalties.
NOTE D - RELATED PARTY TRANSACTIONS
- -----------------------------------
On March 31, 1997, UTI-UK owed $15,544 to Coronel Investments, Ltd. for funds
advanced. Terms include payment due in the normal course of business with no
interest due on the funds advanced.
NOTE E - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
In November 1996, the Company received a commitment for a line of credit of
$500,000 from a commercial lender for working capital and equipment
purchases. The line of credit will bear an interest rate of 3/4% over prime
and will be secured by the Company's accounts receivable, inventory, equipment
and a first mortgage on the Company's Ravenna facility. At March 31, 1997,
the Company owned $-0- against the line of credit.
At the request of Dennis Chrobak, the Company's President, the Company has
accrued his monthly employment compensation for the period October 1996
through March 1997. Mr. Chrobak has requested the Company to continue to
accrue his monthly employment compensation until further notice. Since
January 1997, the Company has deposited $60,000 into a separate account until
such time as the Company receives notice from Mr. Chrobak that he desires to
receive it.
PAGE
<PAGE> 11
AMERICAN TIRE CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE F - EVENTS SUBSEQUENT TO MARCH 31, 1997
- ------------------------------------------------
At May 1, 1997, at the request of Richard A. Steinke, CEO, the Company stopped
his compensation which was based on his employment agreement.
At June 2, 1997, under a restructuring process implemented by the Company's
board of directors, the Company eliminated the position held by Dennis S.
Chrobak. Mr. Chrobak's employment agreement was canceled and the Company
stopped accruing his compensation.PAGE
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
- -----------------
The Company's is engaged in the manufacturing, marketing, distribution,
and sale of airless specialty tires. The Company operates three single
station, one 6-station, and one 12-station "centrifugal molding machines" and
other related specialized manufacturing equipment to produce its products. The
Company estimates that its current production equipment will provide the
Company with a maximum production capability of approximately 2.5 million
tires annually (based on three 8-hour shifts, 244 production days per annum).
The Company is in the development stage and only recently began shipping
limited quantities of product in January, 1997. The Company has had an
operating loss of $1,630,012 since its inception due to the cost and expenses
associated with beginning operations. The Company's audited financial
statements at June 30, 1996, contained a going concern modification as to the
ability of the Company to continue. The Company is currently operating at a
loss of approximately $120,000 per month and expects operating losses to
continue at such rate until such time as the Company begins to receive
revenues from the sale of its products.
At March 31, 1996, the Company had only been organized for thirteen
months and had no significant operations, therefore management's discussion
and analysis of the prior period ended March 31, 1996 with the current period
ended March 31, 1997, would not be conducive to an understanding of the
Company and its fiscal condition or have any meaningful significance.
At March 31, 1997, the Company had current assets of $1,135,017, mostly
consisting of cash of $727,881, trade receivables of $78,747, and inventory of
$281,241. Current liabilities were $115,162, almost half of which represented
accrued salary due to one of the Company's officers. The Company had a working
capital surplus of $1,019,855 as of March 31, 1997, that should be sufficient
to fund the Company's operations through September 1997, assuming the Company
receives no revenues from the sale of product prior to such time. Other than
expenditures associated with the cost of producing product, the Company
expects no significant capital expenditures during the next 12 months of
operations. Should the Company require additional working capital the Company
could make draws against its line of credit of $500,000 from a commercial
lender. The Company's line of credit bears interest at a rate of 3/4% over
prime and is secured by the Company's accounts receivable, inventory,
equipment and a first mortgage on the Company's Ravenna facility. At March
31, 1997, the Company had not made any draws against the line of credit.
As indicated above, at March 31, 1997, the Company had sold a limited
quantity of product and had revenues of $25,637, with cost of sales of $8,439,
for a gross profit of $17,198. General and administrative expenses for the
three and nine month periods ended March 31, 1997 totaled $421,769 and
$815,981, respectively, while net loss for the same periods was $398,559 and
$785,291, respectively.
PAGE
<PAGE> 13
To meet the requested OEM design specifications the Company has developed
a tire design based on utilizing a new elastomer shell technology in lieu of
low density foam. The Company still intends to market certain products
utilizing low density foam, however, the Company believes that a substantial
market exists for products produced utilizing the elastomer shell technology.
With respect to potential purchasers of the Company's products the
Company continues to work with Huffy Bicycle, Inc. to obtain approval on an
elastomer shell tire that meets Huffy's design specifications.
Currently, the Company has been working with Murray, Inc., to develop an
elastomer shell tire for use in lawn and garden products and expects to have
tires available for testing prior to July 31, 1997. Should the Company's
elastomer shell tires successfully pass all of Murray's design specifications,
Murray has indicated to the Company that Murray would require 1.6 million
units for its lawn & garden and snowblower products for the period of
September 1997 through August 1998.
In addition, the Company has been working with J&B Importers, Miami,
Florida, for aftermarket distribution of bicycle tires, and MTD, Cleveland,
Ohio, a major supplier of riding lawn mowers to Sears.
The Company has a technology development and license agreement with Hayes
Wheels International, Inc. with respect to developing a tire-wheel assembly
utilizing the Company's DSS Technology, for which a patent is pending. With
respect to the DSS Technology patent application, the United States Patent
Office has notified the Company, through the Company's patent counsel, that
the patent application contains allowable subject matter.
Effective February 28, the Company acquired all of the capital stock of
UTI Chemicals (Europe) Ltd., a United Kingdom company ("UTI"), in exchange for
200,000 shares of the Company's common stock and a cash payment of $400,000.
UTI is a distributor of urethane bicycle tires and wheelchair tires in the
United Kingdom and Europe. The Company will continue to market low density
foam tire products through UTI, which current markets bicycle tires through
535 Michelin owned stores in the United Kingdom.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
PAGE
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
EXHIBIT
NO. DESCRIPTION
- ------- -----------
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K.
On March 10, 1997, the Company filed a Current Report on Form 8-K,
reporting its acquisition of all of the capital stock of UTI Chemicals
(Europe), Ltd., a United Kingdom corporation. The financial statement of the
business acquired and the pro forma financial statements required to be filed
will be filed by amendment to that Current Report Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN TIRE CORPORATION
[Registrant]
Dated: July 1, 1997 /S/DAVID K. GRIFFITHS
-----------------------------------
Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000945828
<NAME> AMERICAN TIRE CORPORATION
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 727,881
<SECURITIES> 0
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0
0
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</TABLE>
