<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 44266
- ----------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
(330) 296-8778
----------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
- ------------------------------------------------------------------------------
(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 [X] No [ ] 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 3,297,248 shares of common stock, par value $0.001, as of November
30, 1997.
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.
The unaudited balance sheet of the Company as of September 30, 1997; the
related audited balance sheet of the Company as of June 30, 1997; the
related unaudited statements of operations and cash flows for the three month
period ended September 30, 1997 and 1996 and from January 30, 1995 (inception)
through September 30, 1997; and the unaudited statement of shareholders'
equity for the period from January 30, 1995 (inception) through September 30,
1997 are attached hereto and incorporated herein by this reference
Operating results for the three month period ended September 30, 1997 is
not necessarily indicative of the results that can be expected for the
Company's fiscal year ending June 30, 1998.
3
AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
ASSETS
SEPTEMBER 30, JUNE 30,
1997 1997
------------ ------------
(Unaudited) (Unaudited)
Current Assets:
Cash and cash equivalents $ 80,263 $ 501,449
Accounts receivable 119,387 73,922
Accounts receivable - related party 1,200 2,237
Inventory 289,348 303,704
Prepaid expenses 58,129 91,320
---------- ----------
Total Current Assets 548,327 972,632
---------- ----------
Property and Equipment
Land 59,000 59,000
Building and improvements 277,246 278,501
Equipment and vehicles 694,885 660,793
Furniture and fixtures 32,042 32,808
Less: accumulated depreciation (181,324) (150,627)
---------- ----------
881,849 880,475
---------- ----------
Other Assets:
Patents 30,145 24,822
Deposits 854 4,414
Goodwill and technology 1,603,355 1,694,111
---------- ----------
Total Other Assets 1,634,354 1,723,347
---------- ----------
TOTAL ASSETS $3,064,530 $3,576,454
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
4
AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
SEPTEMBER 30, JUNE 30,
1997 1997
------------ ------------
(Unaudited) (Unaudited)
Current Liabilities:
Accounts payable $ 256,430 $ 69,077
Accounts payable - related parties 51,308 150,000
Accrued expenses 15,913 16,032
Line of credit 63,159 55,380
---------- ----------
Total current liabilities 386,810 290,489
---------- ----------
TOTAL LIABILITIES 386,810 290,489
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, 3,297,248 and 4,561,748
shares issued and outstanding, respectively 3,297 4,562
Additional paid-in capital 5,367,826 5,582,811
Stock subscription receivable - (50,000)
Currency transactions adjustment 8,385 2,984
Deficit accumulated during the development stage (2,701,788) (2,254,392)
---------- ----------
Total stockholders' equity 2,677,720 3,285,965
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,064,530 $3,576,454
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
5
AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
For the For the Inception on
Three Months Three Months January 30,
Ended Ended 1995 Through
September 30, September 30, September 30,
1997 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
NET SALES $ 106,058 $ - $ 175,576
COST OF SALES 85,339 - 133,221
------------ ------------ ------------
GROSS PROFIT 20,719 - 42,355
------------ ------------ ------------
EXPENSES
Consulting 38,070 - 522,862
Payroll and payroll taxes 172,621 66,503 946,968
Depreciation and amortization 121,453 10,870 350,315
Bad debt expense - - 21,112
Selling, general and administrative 134,423 48,293 907,181
------------ ------------ ------------
Total Expenses 466,567 126,296 2,748,438
------------ ------------ ------------
INCOME BEFORE OTHER INCOME (EXPENSES) (445,848) (126,296) (2,706,083)
------------ ------------ ------------
OTHER INCOME (EXPENSES)
Other income 442 - 56,538
Interest income 2,197 1,717 31,618
Interest expense (4,187) (22,745) (80,199)
Loss on disposition of assets - - (3,662)
------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSES) (1,548) (21,028) 4,295
------------ ------------ ------------
NET LOSS $ (447,396) $ (147,324) $ (2,701,788)
============ ============ ============
NET LOSS PER SHARE $ (0.11) $ (0.04)
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES 3,932,248 3,943,677
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<TABLE>
<CAPTION> AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Deficit
Accumulated
Additional Currency Stock During the
Common Stock Paid-in Translation Subscription Development
Shares Amount Capital Adjustment Receivable Stage
---------- --------- --------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, January 30, 1995
(Inception) - $ - $ - $ - $ - $ -
Common stock issued for
cash during February
1995 at $0.001 per share 2,510,000 2,510 - - - -
Common stock issued for
services rendered in
February 1995 at $0.10
per share 300,000 300 29,700 - - -
Common stock issued for
services rendered during
April 1995 at $1.00 per
share 100,000 100 99,900 - - -
Common stock issued for
notes receivable valued
at $1.00 per share 170,000 170 169,830 - 170,000 -
Repayment of stock
subscriptions receivable
with cash or services
rendered - - - - (76,100) -
Common stock issued for
cash at $1.00 per share 720,000 720 719,280 - - -
Stock offering costs - - (78,271) - - -
Net loss for the period
ended June 30, 1995 - - - - - (248,630)
---------- --------- ---------- ---------- ------------ ------------
Balance, June 30, 1995 3,800,000 3,800 940,439 - 93,900 (248,630)
Common stock issued for
cash at $6.00 per share 40,642 41 243,811 - - -
Stock offering costs - - (1,600) - - -
Repayment of stock
subscriptions receivable
by providing services - - - - (8,900) -
Net loss for the year
ended June 30, 1996 - - - - - (596,090)
---------- --------- ---------- ----------- ------------ ------------
Balance, June 30, 1996 3,840,642 $ 3,841 $1,182,650 $ - $ 85,000 $ (844,720)
---------- --------- ---------- ----------- ------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<TABLE>
<CAPTION> AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)
Deficit
Accumulated
Additional Currency Stock During the
Common Stock Paid-in Translation Subscription Development
Shares Amount Capital Adjustment Receivable Stage
---------- --------- --------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1996 3,840,642 $ 3,841 $1,182,650 $ - $ 85,000 $ (844,720)
Cancellation of common
stock (34,977) (35) (209,827) - - -
Common stock issued for
cash at $6.00 per share
pursuant to public
offering 344,083 344 2,064,154 - - -
Stock offering costs - - (307,509) - - -
Common stock issued in lieu
of debt at $6.00 per share
during November 1996 27,000 27 161,973 - - -
Common stock issued for
cash at $6.00 per share
during January 1997 155,000 155 929,845 - - -
Common stock issued to
acquire UTI Chemicals
(Europe) Limited at $7.75
per share 200,000 200 1,549,800 - - -
Common stock issued for
services rendered at
$6.125 per share during
February 1997 15,000 15 91,860 - - -
Common stock issued for
services rendered at
$7.99 per share during
June 1997 15,000 15 119,865 - - -
Repayment of stock
subscriptions receivable
by providing services - - - - (40,000) -
Interest accrual on stock
subscription receivable - - - - 5,000 -
Currency translation
adjustment - - - 2,984 - -
Net loss for the year
ended June 30, 1997 - - - - - (1,409,672)
---------- --------- ---------- ---------- ------------ ------------
Balance, June 30, 1997 $4,561,748 $ 4,562 $5,582,811 $ 2,984 $ 50,000 $ (2,254,392)
---------- --------- ---------- ---------- ------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
8
<TABLE>
<CAPTION> AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Continued)
Deficit
Accumulated
Additional Currency Stock During the
Common Stock Paid-in Translation Subscription Development
Shares Amount Capital Adjustment Receivable Stage
---------- --------- --------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1997 $4,561,748 $ 4,562 $5,582,811 $ 2,984 $ 50,000 $ (2,254,392)
Common Stock issued in
July 1997 for services
rendered by exercising
stock option issued at
$2.50 per share 5,500 5 13,745 - - -
Cancellation of
common stock (1,270,000) (1,270) (228,730) - - -
Repayment of stock
subscription
receivable
with cash - - - - (50,000) -
Currency translation
adjustment (unaudited) - - - 5,401 - -
Net loss for the period
ended September 30, 1997
(unaudited) - - - - - (447,396)
______ ______ ______ ______ _______ _______
Balance at
September 30, 1997
(Unaudited) $3,297,248 $ 3,297 $5,367,826 $ 8,385 $ - $(2,701,788)
========== ======= ========== ======= ======= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
9
<TABLE>
<CAPTION> AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From
For the For the Inception on
Three Months Three Months January 30,
Ended Ended 1995 Through
September 30, September 30, September 30,
1997 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (447,396) $ (147,324) $ (2,701,788)
Adjustments to Reconcile Net (Loss) to
Net Cash (Used) by Operating Activities:
Depreciation and amortization 121,453 10,870 350,315
Currency Translation 5,401 - 8,385
Bad debt expense - - 21,112
Loss on disposition of assets - - 3,662
Common stock issued for services 13,750 - 355,505
Services provided in lieu of cash payment
on subscriptions receivable - - 75,000
Common stock issued in lieu of debt - - 162,000
Changes in Assets and Liabilities:
(Increase) decrease in accounts receivable (44,428) (3,868) (120,587)
(Increase) decrease in inventory 14,356 - (289,348)
(Increase) decrease in prepaid expenses 33,191 2,783 (58,129)
(Increase) decrease in other assets (1,763) (2,259) (30,999)
Increase (decrease) in accounts payable and
accrued expenses 187,234 (86,630) 272,343
Increase (decrease) in accounts payable -
related parties (98,692) - 51,308
---------- ---------- ------------
Net Cash (Used) by Operating Activities (216,894) (226,428) (1,901,221)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (32,071) (2,101) (915,293)
Purchase of investments - - (400,000)
------------ ------------ ------------
Net Cash (Used) in Investing Activities $ (32,071) $ (2,101) $ (1,315,293)
------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
10
<TABLE>
<CAPTION> AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
From
For the For the Inception on
Three Months Three Months January 30,
Ended Ended 1995 Through
September 30, September 30, September 30,
1997 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock subscription receivable $ 50,000 $ - $ 100,000
Repurchase of common stock (230,000) - (439,862)
Payment of stock offering costs - - (387,380)
Borrowing on line of credit 7,779 - 63,159
Proceeds from notes payable - 110,000 962,838
Payments made on notes payable - (616,838) (962,838)
Common stock issued for cash - 1,484,248 3,960,860
------------ ------------ ------------
Net Cash Provided (Used) by Financing
Activities (172,221) 987,410 3,296,777
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH (421,186) 758,881 80,263
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 501,449 4,467 -
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 80,263 $ 763,348 $ 80,263
============ ============ ============
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
CASH PAID FOR:
Interest $ 4,187 $ 22,745 $ 80,199
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for services rendered $ 13,750 $ - $ 354,505
Common stock issued in lieu of debt $ - $ - $ 162,000
Common stock issued for acquisition of subsidiary $ - $ - $ 1,550,000
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
11
AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Unaudited Consolidated Financial Statements
September 30, 1997 and June 30, 1997
NOTE l- CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared by the
company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at September 30, 1997
and for all periods presented have been made.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with general accepted accounting
principles have been omitted or condensed. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's June 30, 1997
audited financial statements. The results of operations for the periods ended
September 30, 1997 and 1996 are not necessarily indicative of the operating
results for the full year.
NOTE 2- RELATED PARTY TRANSACTION
On August 19, 1997 the Company entered into Agreements of Settlement and
Mutual Release with two former officers and another employee of the Company.
The Company agreed to pay a total of $317,525 and 1,270,000 shares of the
Company's outstanding common stock were returned for cancellation. An
aggregate of $117,525 was paid to the parties on the date the agreements were
executed and the remaining $200,000 is being paid in twenty consecutive
monthly payments. At September 30, 1997 the remaining balance is $180,000.
NOTE 3- STOCK TRANSACTIONS
Pursuant to the Agreements of Settlement and Mutual Release, the Company
canceled 1,270,000 shares of its outstanding common stock during the quarter
ended September 30, 1997.
NOTE 8- STOCK OPTIONS OUTSTANDING
The Company's Board of Directors has authorized a Non-Qualified Stock Option
Plan that allows for the Company to issue options to purchase up to 35,000
shares of the Company's common stock that may be issued to consultants or
others that provide professional services to the Company. The stock options
have been valued at fair market value according to FAS 123, "Accounting for
Stock-Based Compensation.") Stock option activity for the quarter ended
September 30, 1997 consisted of the following:
Number of Weighted Average
Shares Price per Share
--------- ----------------
Outstanding at June 30, 1997 20,000 $ 2.07
Granted during the quarter - -
Exercised during the quarter ( 5,500) (2.50)
--------- ----------------
Outstanding at September 30, 1997 14,500 $ 2.00
12
AMERICAN TIRE CORPORATION AND SUBSIDIARY
(A Development Stage Company)
Notes to the Unaudited Consolidated Financial Statements
September 30, 1997 and June 30, 1997
NOTE 4- STOCK OPTIONS OUTSTANDING (Continued)
The 14,500 stock options outstanding at September 30, 1997 are summarized as
follows:
Date Number of Exercise Expiration
Issued Options Price Date
------------------ ------------- ----------- ------------------
May 31, 1997 14,500 $2.00 May 31, 1999
NOTE 5- SUBSEQUENT EVENTS
The Company entered into a Development Agreement on September 30, 1997,
whereby an unrelated company shall provide the tire technology relating to
shape and tread pattern and performance evaluation personnel and the Company
shall provide the Urethane technology and personnel. If the result of the
testing is positive and the parties hereto are interested in the joint
commercialization of urethane tires, then the parties shall enter into a
separate agreement covering said commercialization.
On October 24, 1997 the Company borrowed $50,000 from a banking institution
for working capital and equipment purchases. The loan has terms of interest
at prime plus 3/4%. The Company's collateral given the banking institution is
a first lien position in accounts receivable, inventory and equipment, and a
first mortgage on its Ravenna real estate.
The Company has received additional funds for use in its operations upon
issuing promissory notes with a maturity date of six months. Interest is
prepaid by issuing 5,000 shares of the Company's restricted common stock for
each $50,000 amount borrowed. The principal amount of the Note is payable on
the maturity date, subject to prepayment as set forth in the note. At the
election of the Company, it may satisfy the entire obligation for the payment
of the principal by issuance and delivery of one or more shares of Common
Stock of the Company at the rate of one share of Common Stock for every $1.00
of outstanding principal amount of the Note. The following data summarizes
amounts received.
Face Number of Value of
Date Amount Shares Issued Prepaid Maturity
Issued Of Notes For Interest Interest Date
- ------ -------- ------------- -------- --------
October 27, 1997 $150,000 15,000 $61,875 April 27, 1998
November 4, 1997 50,000 5,000 21,250 May 4, 1998
November 24, 1997 50,000 5,000 20,625 May 24, 1998
November 25, 1997 100,000 10,000 38,750 May 25, 1998
December 1, 1997 50,000 5,000 19,375 June 1, 1998
-------- ------ -------
Totals $400,000 40,000 $161,875
======== ====== ========
The $ 161,875 cost of this additional financing will be amortized over the
terms above.
13
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: January 13, 1998 /S/DAVID K. GRIFFITHS
-----------------------------------
Principal Accounting Officer
