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UNITED STATES
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
For the fiscal year ended June 30, 2000
-------------
[ ] 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 33-94318-C
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AMERICAN TIRE CORPORATION
--------------------------
(Exact name of registrant as specified in charter)
Nevada 87-0535207
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State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
705-B Yucca Street, Boulder City, Nevada 89005
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (702) 293-1930
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Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
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Securities registered pursuant to section 12(g) of the Act:
None
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(Title of class)
Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. (1) Yes [X]
No [ ] (2) Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $60,039
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State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:
Based on the average of the bid and asked prices of the common stock at
October 12, 2000, of $2.84375 per share, the market value of shares held by
nonaffiliates (7,710,901 shares) would be approximately $21,927,875.
As of June 30, 2000, the Registrant had 11,163,035 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933: NONE
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business in General
-------------------
American Tire Corporation, a Nevada corporation (the "Company"), was organized
on January 30, 1995, to take advantage of existing proprietary and
nonproprietary technology available for the manufacturing of flat-free
specialty tires. The Company is considered a "development stage" company.
Since the Company's inception, the Company has developed additional
proprietary technology relating to "flat free" tires and tire-wheel assemblies
so that the Company has completed the fundamental development of the process
to manufacture flat free bicycle and lawn and garden tires (the "Products").
The Company believes that its technology allows it to produce Products that
offer the same safety and ride as the traditional pneumatic tire, at
competitive prices, without the associated problems resulting from a flat
tire.
"Flat-Free" Technology
----------------------
The Company's Products produced from its flat-free tire technology differ from
pneumatic tires in that pneumatic tires are made from rubber and require an
inner tube which is inflated with air. The Company's Products could be
considered "non-pneumatic" in that they do not require inflation, however,
they are multi-density in nature and consist of a series of layers of
specially formulated urathanes and a closed foam construction to simulate the
compliance of a pneumatic tire. The closed foam contains millions of closed
cells containing air. Therefore, the Company's tires are best identified as
"flat-free" in that they have no inner tube and do not require inflation, but
rely on the infrastructure of the tire to maintain the tires' stability. The
flat-free tire is mounted on the wheel rim in much the same way a pneumatic
tire is mounted, with the assistance of a tire lever. Apart from cleaning, the
Company's bicycle tires are maintenance free and eliminate tedious puncture
repair or the need for a bicycle pump. The flat-free tires are designed for
use by "On/Off" road and "Highway" bicycles. At June 30, 2000, the Company did
not produce any products other than bicycle and lawn and garden tires.
Through June 30, 2000, the Company's primary marketing strategy has been to
introduce the flat-free tires through sales to OEMs and existing tire
distributors. Although the Company is investigating other markets, the Company
has targeted two main segments of the tire market:
(1) Original Equipment Manufacturers. By selling to OEMs, the Company
believes it will be able to develop product identification and consumer demand
by emphasizing "Made in the USA" and the "flat-free" and "maintenance-free"
characteristics of the tires while relying on the efforts of OEMs in marketing
their products with the Company's tires.
(2) Tire Distributors. By selling to tire distributors, the Company
believes it will be able to take advantage of existing distribution channels
for moving its tires into the aftermarket, while emphasizing the uniqueness of
the flat-free and maintenance free characteristics of the tires versus
traditional pneumatic tires.
(3) Direct Marketing. In June 1999, the Company entered into a Television
Commercial Agreement with American Independent Network ("AIN"), Fort Worth,
Texas, to produce a series of television commercials designed to
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promote the Company's Products. In an effort to develop brand awareness and
additional market penetration the Company intends to introduce a limited
number of bicycles under the tradename "Lazer[TM]. The Lazer[TM] bicycles
were mounted with the Company's flat-free tires. In addition, tire-wheel
assemblies have also been offered. The Company pays AIN a commission on each
bicycle and/or tire-wheel assembly sold through the direct marketing
commercials.
Competition
-----------
Currently, the Company knows of three tire manufacturers that utilize a liquid
phase technology manufacturing process to produce non-pneumatic tires from a
low density polyurethane foam (Green Tire, Norwich, UK; Woo Tire, Waihai,
China; and Krypton-India, Calcutta, India) and, to the best of the Company's
knowledge, only a limited numbers of their tires have been marketed in the
United States. In addition to manufacturers of low density polyurethane foam
tires, the Company will be competing directly with firms that manufacture and
market pneumatic bicycle tires and tubes made from rubber. The Company's
technology differs from existing nonpneumatic tire technology in (1) the
formulation of the polyurethane; (2) the manner in which the polyurethane is
distributed throughout the mold; and (3) the use of a simple mechanical
locking system that allows the tire to stay secure on the wheel. The Company
estimates that over 98% of all domestic bicycle tire sales are pneumatic
tires. The bicycle tire industry is highly competitive and several of the
Company's competitors have financial resources which substantially exceed
those of the Company. In addition, many competitors are large companies
(i.e., Michelin [France], Kenda [Japan], and Chengshin Rubber [China]) that
have established name recognition of their products, have established
distribution networks for their products, and have developed consumer loyalty
to such products. Principal factors in marketing the Company's tires will be
that they are domestically produced with "flat-free" and "maintenance free"
characteristics and may give the Company a competitive advantage against
pneumatic tires produced by foreign manufacturers that are subject to puncture
and loss of air.
Manufacturing, Supplies, and Quality Control
--------------------------------------------
The Company manufactures its Products utilizing single and/or multiple head,
centrifugal molding machines. These machines centrifugally mold Products by
pouring a predetermined amount of polyurethane into a mold, which is then
spread out in the mold through centrifugal force. The molding process occurs
when the liquid polyurethane formula (made up of isocyanide and polyol) is
combined with a catalyst. This combination causes a chemical reaction that
results in the cross linking of the chemicals, which thereafter become solid.
The mold then moves to the next station where the tire is removed and the
process is repeated. The Company has manufacturing equipment that, based on
manufacturer's specifications, should permit the Company to produce
approximately 1,500,000 tires annually. At present, the Company has not
accumulated a sufficient number of molds in the various tire sizes necessary
to determine with any degree of consistency the maximum production efficiency
of its production equipment. However, the Company estimates that it could
produce about 8 to 10 million tires per year without expansion. At that level
of production, the Company would require approximately 150 employees as well
as additional equipment. The Company trains its employees in the use of its
specialized manufacturing equipment utilized in the manufacturing process. The
Company utilizes multiple suppliers to purchase polyurethane and believes that
it will be able to obtain sufficient quantities of polyurethane and other
chemicals without significant problems or delays.
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All Products produced by the Company are inspected following the manufacturing
process and prior to shipment to ensure quality. Products considered by the
Company's quality control personnel to be defective could be ground into
pellets, which can be melted and reused in the Company's manufacturing process
to make new products and reduce waste of raw materials.
Patents
-------
The Company's technology is proprietary and it either owns the technology
directly or has licensed it through third parties. Set forth in the schedule
below are the patents that have either been issued or for which a patent
application is pending with respect to the Company's technology.
Description of Patent U.S. Patent Number Issued Date
--------------------- ------------------ -----------
Method For Making Polyurethane Tires
with an Outer Skin 4,855,096 8/08/1989
Apparatus for Making Foam Products 4,943,223 7/24/1990
Spin-casting Apparatus for Manufacturing
an Item from Polyurethane Foam 5,906,836 5/25/1999
Description of Patent Pending Application Number
----------------------------- ------------------
Method for Manufacturing an Item
from Polyurethane Foam 08/562,838
Method for Making Tires and the Like 09/274,818
Non-Pnuematic Tire and Rim Combination 09/569,904
Further Research and Development
--------------------------------
Because of the Company's limited financial resources, the Company has not made
any significant expenditures for new research and development during the
recently completed fiscal year. The Company does not anticipate expending any
substantial sums for new research and development programs during the fiscal
year ended June 30, 2001 until the working capital is available to justify
such expenditures.
Trademarks
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The Company utilizes various trademarks in association with the marketing of
its Products, including its logo design in conjunction with the name
"American[TM]", and the names "Lazer[TM]", "Amerityre[TM]" "AirRiders(TM)" and
"Urathon[TM]".
Regulation and Environmental Compliance
---------------------------------------
The Company knows of no particular federal or state regulations applicable to
its manufacturing processes. The Company is subject to various local, state,
and federal laws and regulations including, without limitation, regulations
promulgated by federal and state environmental and health agencies, the
federal Occupational Safety and Health Administration, and laws pertaining to
hiring, treatment, safety, and discharge of employees. The Company's
manufacturing operations must also meet federal, state, and local regulatory
standards in the areas of labor, safety, and health. The Company believes that
it will be able to operate in compliance with such regulations, including laws
related to the handling and use of environmentally hazardous materials.
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Employees
---------
As of June 30, 2000, the Company had 9 full-time employees, including 4
administrative and 5 hourly employees. None of the Company's employees are
represented by a labor union. The Company believes that it will be able to
hire a sufficient quantity of qualified laborers in the local area to meet the
Company's employment needs. The Company's manufacturing process does not
require special training, other than orientation to the Company's production
techniques and specific equipment.
ITEM 2. DESCRIPTION OF PROPERTIES
Offices
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In February 2000, the Company moved its manufacturing operations to Las Vegas,
Nevada, where it now leases approximately 33,600 net rentable sq. ft. The term
of the lease on the facility is for 5 years at a base monthly rent of $0.25
per sq. ft. for the first 12 months, subject to annual increase based on
either (i) the increase in the US Department of Labor, Bureau of Labor
Statistics, U.S. All Cities Average, Consumer Price Index for Urban Wage
Earners and Clerical Workers or (ii) minimum of 3.5% Cost of Living Increase
annually not to exceed 4% over the term of the lease, and other pass through
charges. Management of the Company believes that the new facility will be
sufficient to handle projected production needs for the next five years.
The Company maintains an executive office suite consisting of approximately
1,100 square feet located at 705-B Yucca Street, Boulder City, Nevada. The
facility is leased from a third-party. The Company issued the landlord 22,000
shares of the Company's common stock as payment for the lease for the period
from April 1, 2000 through March 31, 2001. The shares issued as consideration
for the lease were valued at $22,800, which has been treated as prepaid rent
and amortized over the term of the lease. The lease may be terminated at any
time by either party by giving prior notice of not less than 30 days. It is
the opinion of management that the Company maintains adequate insurance
coverage for loss or damage to its facility under its existing insurance
policy.
The Company's owns the vacated 26,000 sq. ft. facility located on 4.15 acres
of real property at 446 West Lake Street, Ravenna, Ohio, which consists of
1,000 sq. ft. of administrative offices and 25,000 sq. ft. of manufacturing
space. The facility is constructed of masonry and steel and is equipped with a
one-half ton chain hoist, overhead sprinkler system, and two loading docks.
The Ravenna facility is currently for sale.
ITEM 3. LEGAL PROCEEDINGS
In April 2000 the Company filed an action in the United States District Court,
District of Nevada, Case No. CV-S 00-0540-DWH-LRL, against Roger A. Fleming
("Fleming"), a former officer, director and current shareholder. This action
is a breach of employment contract case that includes additional claims
against Fleming for breach of fiduciary duty, breach of covenant of good faith
and fair dealing, intentional interference with business relations and
prospective economic advantage, defamation, intentional misrepresentation and
detrimental reliance and for monies due on a promissory note. The Company's
expects recovery on the promissory note referenced in the Complaint in the
amount of $400,000. Recovery on the remaining claims cannot be predicted. In
additional to monetary damages, the Company is seeking return of the common
stock issued to Fleming pursuant to his employment agreement. Although the
Company intends to vigorously pursue its claim against Fleming, it is
anticipated that the Company's management will attempt to settle this matter
prior to litigation.
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In May 2000, the Company was served with a complaint filed in the second
judicial district court in and for Davis County, State of Utah, Civil No.
000700162, titled John R. Hoffman v. American Tire Corporation. In the
complaint, Mr. Hoffman alleges that the Company (i) breached his employment
contract by terminating him without cause, (ii) breached the covenant of good
faith and fair dealing, (iii) was unjustly enriched, and (iv) intends to
dishonor certain option rights to acquire common stock of the Company. Mr.
Hoffman is asking the court to award him judgment in the approximate amount of
$270,000, plus unreimbursed business expenses of $675. In addition, Mr.
Hoffman is asking for declaratory judgment confirming his option rights under
the employment agreement, interest, court cost and attorney fees. The Company
has filed an answer responding that Mr. Hoffman resigned his employment, that
he has breached the employment contract's specific terms relating to
termination and that the claim should be dismissed and the Company awarded its
legal costs. The proceeding is in the discovery stage as of this filing date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during the
fourth quarter of the fiscal year ended June 30, 2000.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The table below sets forth, for the respective periods indicated, the prices
for the Company's common stock in the over-the-counter market as reported by
the NASD's OTC Bulletin Board. The bid prices represent inter-dealer
quotations, without adjustments for retail mark-ups, mark-downs or commissions
and may not necessarily represent actual transactions.
Fiscal Year Ended June 30, 2000 High Bid High Bid
------------------------------- -------- --------
First Quarter $1.125 $1.0625
Second Quarter $0.75 $1.0625
Third Quarter $0.9062 $3.8125
Fourth Quarter $2.0625 $2.8125
Fiscal Year Ended June 30, 1999
-------------------------------
First Quarter $3.375 $1.00
Second Quarter $1.5938 $0.75
Third Quarter $2.9375 $1.0312
Fourth Quarter $1.9375 $0.875
Fiscal Year Ended June 30, 1998
-------------------------------
First Quarter $7.785 $2.875
Second Quarter $5.625 $2.5625
Third Quarter $4.50 $2.375
Fourth Quarter $4.00 $1.625
At October 12, 2000, the Company's Common Stock was quoted on the OTC
Bulletin Board at a bid and asked price of $2.75 and $2.9375, respectively.
Since its inception, the Company has not paid any dividends on its Common
Stock, and the Company does not anticipate that it will pay dividends in the
foreseeable future. At October 12, 2000, the Company had 368 shareholders of
record based on information provided by the Company's transfer agent.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Cautionary Statement Regarding Forward-looking Statements
---------------------------------------------------------
This report may contain "forward-looking" statements. Examples of forward-
looking statements include, but are not limited to: (a) projections of
revenues, capital expenditures, growth, prospects, dividends, capital
structure and other financial matters; (b) statements of plans and objectives
of the Company or its management or Board of Directors; (c) statements of
future economic performance; (d) statements of assumptions underlying other
statements and statements about the Company and its business relating to the
future; and (e) any statements using the words "anticipate," "expect," "may,"
"project," "intend" or similar expressions.
Results of Operations
---------------------
Year ended June 30, 2000 compared to year ended June 30, 1999
-------------------------------------------------------------
During its operating history the Company has had limited revenues from the
sale of its Products. Total revenues for the year ended June 30, 2000 were
$60,039 compared to $29,797 for the same period in 1999. Since inception on
January 30, 1995, the Company has had total sales of $142,995. Costs of sales
for the year ended June 30, 2000 were $118,990, or 198% of sales as compared
to $41,244, or 141% of sales for the year ended June 30, 1999. Management of
the Company believes that the direct costs as a percent of sales will be
reduced to profitable levels once the volume of Product sales exceeds the
fixed costs of minimum Product production (i.e., material and labor costs).
Management of the Company believes that it currently has sufficient employees
to merit a substantial increase in production without incurring a
proportionately equivalent increase in labor costs.
During the fiscal year ending June 30, 2000, the Company began marketing of a
line of bicycles utilizing the Company's "flat-free" bicycle tires.
Introduction of the bicycles began in January 2000. Other than the new revenue
source derived from the sale of the bicycles, the Company knows of no
predictable events or uncertainties that may be reasonably expected to have a
material impact on the net sales revenues or income from continuing operations
other than the lack of working capital. In an effort to increase sales of the
Company's product, after June 30, 2000, the Company has entered into an
exclusive worldwide sales and marketing agreement with Focus Sales and
Marketing LLC, a Newport Beach, California based sales and marketing group
headed by Alan Rypinski. The Focus Group will market bicycle tires under the
brand name "AirRiders(TM)" worldwide.
Corporate Expense. For fiscal 2000, total operating expenses were $1,874,356,
consisting mainly of consulting expenses of $325,324, payroll and payroll
taxes of $578,203, depreciation and amortization of $225,911, and selling,
general and administrative expenses of $729,418, resulting in a loss from
operations of $1,933,307. For fiscal year 1999, total operating expenses were
$1,397,049, consisting mainly of consulting expenses of $109,167, payroll and
payroll taxes of $680,344, depreciation and amortization of $213,804 and
selling, general and administrative expenses of $393,734, resulting in a loss
from operations of $1,408,496. The increase in the operating expenses during
fiscal year 2000 can be attributed directly to an increase in consulting
associated with marketing the Company's Products and increased operating costs
associated with the Company's move from Ravenna, Ohio to Las Vegas, Nevada.
Interest Expense. Interest expense for fiscal 2000 was $10,562, a substantial
reduction from $200,480 in fiscal 1999. The decrease in interest expense for
fiscal year 2000 is directly attributed to the conversion to equity of
convertible promissory notes issued during previous periods.
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Other Income (Expense). For fiscal year 2000, the Company had other income
consisting of interest income of $45,641 from temporary short-term investment
of funds associated with stock subscriptions and gain on disposition of assets
of $45,300. These gains were offset by interest expense of $10,562 and an
asset impairment loss resulting from the right down of a portion of the
Company's patents. (See Note 1 to the Financial Statements.) For fiscal 1999,
the Company had other income of $34,460, which amount represents the interest
accrued on a stock subscription receivable from a former affiliate of the
Company. The Company experienced a loss on the termination of the employment
agreement with its former president of $240,000, which amount represents pre-
paid employment compensation previously expensed over the term of the
employment agreement. (See Note 3 to the Financial Statements).
The Company experienced a net comprehensive loss of $1,897,712 for the year
ended June 30, 2000, compared with a net comprehensive loss of $1,782,518 for
the year ended June 30, 1999. The basic loss per share for fiscal 2000 was
$0.23 as compared to $0.31 for fiscal year 1999, based on the weighted average
number of shares outstanding of 8,413,121 and 5,701,524 for the respective
periods.
Liquidity and Capital Resources
-------------------------------
During the fiscal year ended June 30, 2000, the Company financed operations
through the issuance of common stock for cash, conversion of debt, prepayment
of salaries, and payment of professional services; however, the Company will
require additional working capital to continue its business operations.
At June 30, 2000, the Company had current assets of $418,462 and current
liabilities of $453,625, for a working capital deficit of $35,163, a sharp
reduction in the working capital deficit from $305,490 at June 30, 1999. The
Company had cash and cash equivalents of $22,483 and accounts receivable of
$18,864 at June 30, 2000. Cash used in operations for the fiscal year ended
June 30, 2000 was $1,391,287, compared to $698,334 for the fiscal year ended
June 30, 1999, which have been funded primarily by cash received from the sale
of common stock and the issuance of common stock for services and salary. At
June 30, 2000, the Company had net property and equipment of $834,427, after
deduction of $635,510 in accumulated depreciation. The Company's property and
equipment consists mainly of land,$59,000; building and improvements,
$305,532; and equipment, $1,097,713. Because at June 30, 2000, the Company has
an accumulated deficit during the development stage of $10,199,279, has a
working capital deficit and limited internal financial resources, the report
of the Company's auditor contains a going concern modification as to the
ability of the Company to continue.
During fiscal 2000, the Company continued to acquire working capital through
the issuance of additional shares of common stock for cash, services and
conversion of debt. The Company is aware of its ongoing cash requirements and
has implemented a cash flow plan, including continued expenditures associated
with the promotion of markets for its Products. Due to the need for working
capital, the Company will continue to seek additional debt and/or equity
financing from existing shareholders and other investment capital resources.
At June 30, 2000, the Company had subscription receivables from affiliates to
provide an additional $1,206,230 in additional equity to the Company (Note 2
to the Financial Statements), however, no assurance can be given that the
Company will be able to obtain any other commitments. Because of the
Company's limited financial resources, the Company does not anticipate
expending any substantial sums for new research and development during the
fiscal year ended June 30, 2001.
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Impact of Inflation
-------------------
The Company does not anticipate that inflation will have a material impact on
its current or proposed operations.
Principal Customers
-------------------
During the most recent fiscal year ended June 30, 2000, the Company had no
individual customer that accounted for more than 10% of the Company's
revenues.
Seasonality
-----------
Management of the Company knows of no seasonal aspects relating to the nature
of the Company business operations that had a material effect on the financial
condition or results of operation of the Company.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth immediately following
the signature page to this form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified public accountants
with respect to accounting practices or procedures or financial disclosure.
See ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth the name, age, and position of each executive
officer and director that has served during the fiscal year ended June 30,
2000, and the term of office of each director of the Company.
Name Age Position Director or Officer Since
---- --- -------- -------------------------
Richard Steinke 58 Chairman, Director, CEO January 1995 (1)
John Hoffman 59 President and CEO March 1999 (2)
Roger A. Fleming 60 President and Director February 1997 (3)
James G. Moore, Jr. 52 COO and VP Operations August 1999
David P. Martin 58 VP Sales and Marketing November 1999
Louis M. Haynie 73 Director July 1997
Henry D. Moyle 71 Director March 1999
William Watkins 72 Director March 1999
James L. Sanderson 47 Director September 1999
David K. Griffiths 63 Treasurer/Controller February 1995
---------------------
(1) Mr. Steinke became President and CEO in November 1999.
(2) Mr. Hoffman was named CEO in March 1999, President in July 1999 and his
officer relationship with the Company ceased in October 1999.
(3) Mr. Fleming's employment as President was terminated in July 1999.
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The term of office of each director is one year and until his successor is
elected and qualified at the Company's annual meeting, subject to removal by
the Shareholders. The term of office for each Officer is one year and until a
successor is elected at the annual meeting of the Board of Directors and is
qualified, subject to removal by the Board of Directors. The Company will
reimburse Directors for their expenses associated with attending Directors'
meetings. However, Directors have not, nor is it anticipated they will,
receive any additional compensation for attending Directors' meetings.
Biographical Information
------------------------
Set forth below is certain biographical information for each of the Company's
Officers and Directors and other key personnel at June 30, 2000.
Richard Steinke is a founder of the Company and currently serves as its
Chairman and Chief Executive Officer. From January 1992 to December 1994, Mr
Steinke served as Chairman and C.E.O. of Alanco Environmental Resources, Inc.,
a manufacturer of environmental/pollution control equipment, Salt Lake City,
Utah. From June 1985 to December 1991, he was the Chairman and C.E.O. of UTI
Chemicals, Inc., a developer and manufacturer of urethane chemicals, El Toro,
California. Mr. Steinke received a B.A. in Political Science and Economics
from the University of Arizona, Tucson, Arizona, in 1967.
Louis M. Haynie was appointed to the Company's board of directors in July 1997
and currently is a Director of Research Medical, Inc. [NASDAQ: RMED], Salt
Lake City, Utah, a developer, manufacturer and distributor of a diversified
line of health care products, focusing on specialized cardiovascular, vascular
and blood management surgical devices and specialty pharmaceuticals. Mr.
Haynie's past board services include the University of Utah Regents Advisory
Board, Redwood Land Co., Salt Lake City, Utah, and MIS Corporation, Franklin,
Tennessee. Mr. Haynie has a law degree from the University of Utah and has
been in the private practice of law since 1951.
Henry D. Moyle was appointed to the Company's board of directors in March
1999. Since 1992, Mr. Moyle has been president and C.E.O. of Silver Lake
Company, and since 1989 has been president and C.E.O. of Brighton Properties,
Inc. From 1970 to 1983, Mr. Moyle was president and C.E.O. of Research
Industries Corporation. Mr. Moyle received a B.A. from Stanford in 1957, and
a J.D. degree from the University of Utah in 1959. Mr. Moyle is the owner of
Sunset Canyon Ranch, raising cattle and racehorses, and serves on the board of
directors of Silver Lake Company, Brighton Properties, Inc., and the Sunset
Medical Corporation.
William Watkins was appointed to the Company's board of directors in March
1999. Since September 1980, Mr. Watkins has been involved in researching,
investing and developing various business ventures throughout the United
States. From November 1954 through December 1961, Mr. Watkins was vice
president and general manager of Market Motors Ford, Inc., Akron, Ohio. From
January 1962 through August 1967, Mr. Watkins was president and CEO of
multiple car dealerships including Costa Mesa Chrysler Plymouth, Inc., Costa
Mesa, California. From February 1968 to August 1980, Mr. Watkins was
president and CEO of Bill Watkins Ford, Scottsdale, Arizona.
James L. Sanderson was nominated by the Board of Directors in a special
meeting of directors held on September 14, 1999. Since 1997, Mr. Sanderson
has been a Senior Equities Advisor for Harvestons Securities in Denver,
Colorado. From 1996 to 1997, Mr. Sanderson was an Investment Advisor for
Chatfield Dean. From 1990 to 1996, Mr. Sanderson served as president of High
Prairie Products, a manufacturing, consulting and marketing firm for specialty
products.
<PAGE> 12
David P. Martin became the Company's Vice President of Sales and Marketing in
November 1999. Prior to joining the Company, Mr. Martin was the General
Manager of Rocky Mountain Water Proofing, Salt Lake City, Utah, from November
1994 to November 1999. Mr. Martin spent 14 years with Paine Weber, Thomson
McKinnon and Prudential Securities as a registered representative. Mr. Martin
has substantial sales experience including positions with Eastman-Kodak, GAF
Corporation, and Reproduction Systems, Inc.
David K. Griffiths has been the Company's Treasurer and principal accounting
officer since February 1995. From 1960 to 1995, Mr. Griffiths was self-
employed as an accountant/consultant for various small businesses. Mr.
Griffiths offers the Company 37 years experience in accounting and accounting
related systems. Mr. Griffiths received a B.S. in Accounting from Arizona
State University, Tempe, Arizona in 1959.
James G. Moore, Jr. joined the Company in August 1997 and is employed as the
Company's manager of mold design and processing. In August 1999, Mr. Moore
was named Chief Operating Officer and Vice-President of Operations. Prior to
his employment with the Company, Mr. Moore worked at Goodyear Tire & Rubber
Company, Akron, Ohio, where he had over 25 years of experience as a master
tire carver, which included five years at the Goodyear apprentice school for
tire tread pattern carving and mold carving. Mr. Moore also took multiple
engineering courses while enrolled in the civil engineering school at the
University of Akron, Akron, Ohio.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------
The Company is not subject to the requirements of Section 16(a) of the
Exchange Act.
ITEM 10. EXECUTIVE COMPENSATION
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's chief executive officer and each of its other
executive officers that received compensation in excess of $100,000 during
such period (as determined at June 30, 2000, the end of the Company's last
completed fiscal year):
<TABLE>
<CAPTION> Summary Compensation Table
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard A. Steinke 2000 $210,000 -0- -0- -0- -0- -0- -0-
CEO, Pres. and 1999 120,000 -0- -0- -0- -0- -0- -0-
Chairman 1998 120,000 -0- -0- -0- -0- -0- -0-
John Hoffman 2000 $ 33,333 -0- -0- -0- -0- -0- -0-
CEO, Pres. 1999 $ -0- -0- -0- -0- -0- -0- -0-
[From 3/99 to
10/99]
Roger A. Fleming 2000 $ 9,000 $ -0- -0- -0- -0- -0- $ -0-
Pres. and Director 1999 $240,000 $ 9,569(1) -0- -0- -0- -0- $240,000(3)
[from 7/97 to 1998 $130,000 $400,000(2) -0- -0- -0- -0- -0-
7/99]
</TABLE>
(1) Represents cash bonus accrued to the benefit of Mr. Fleming based on
annual sales revenue during the period.
(2) Represents 200,000 restricted shares of common stock issued as a signing
bonus under Employment Agreement and valued at $2.00 per share.
(3) Represents loss on termination of employment agreement recorded in the
fiscal year ended June 30, 1999.
<PAGE> 13
Employment Agreements and Benefits
----------------------------------
In August 1995, the Company entered into an Employment Agreement with Richard
A. Steinke, its Chief Executive Officer. Beginning October 1, 1996, the
Employment Agreement called for Mr. Steinke to be employed for a term of 36
months, with monthly compensation of $10,000, subject to increase at the
discretion of the Board of Directors. In June 1998, $140,000 of the Mr.
Steinke's unpaid salary was converted to a note payable to Mr. Steinke.
Interest on the note consisted of 14,000 shares of the Company's common stock
valued at $28,000. The amount of the note was due December 31, 1998, but was
converted into additional shares of the Company's common stock at $1.00 per
share. At June 30, 1998, 75,000 shares of common stock were issued to Mr.
Steinke in lieu of salary from July 1, 1998 to October 1, 1999, the remaining
term of Mr. Steinke's employment agreement. The share issuance was recorded at
the average trading price of the common stock of $2.00 on the date of issuance
and resulted in prepaid compensation of $150,000. The amount was amortized
over the remaining term of his employment agreement. On expiration of Mr.
Steinke's employment agreement the Company extended the term to June 30, 2000
and issued Mr. Steinke 180,000 shares as compensation for services. The share
issuance was recorded at the average trading price of the common stock of
$1.00 on the date of issuance and resulted in prepaid compensation of
$180,000. The Company provides group health, medical, and life insurance,
similar to that which will be made available to all full time employees and
reimburses Mr. Steinke for out-of-pocket expenses incurred in connection with
the Company's business.
In June 1998, the Company entered into an Employment Agreement with Roger A.
Fleming, its President and Chief Operating Officer. Beginning June 1, 1998,
the Employment Agreement called from Mr. Fleming to be employed for a term of
36 months, with monthly compensation of $10,000, subject to increase at the
discretion of the Board of Directors. In addition, Mr. Fleming was issued
180,000 shares of the Company's common stock as prepaid employment
compensation through June 30, 2001, the end of the term of this employment
agreement. These shares were recorded at the average trading price of the
common stock of $2.00 on the date of issuance and resulted in prepaid
compensation of $360,000. As additional incentive, the Company issued Mr.
Fleming 200,000 shares of its common stock as a bonus for signing his
employment agreement. The additional compensation was recorded at the average
trading price of the common stock of $2.00 on the date of issuance and
resulted in bonus compensation to Mr. Fleming of $400,000. Further, Mr.
Fleming was issued a stock option to purchase 200,000 shares of the Company's
common stock at an exercise price of $2.00 per share, exercisable for a term
of 5 years. On June 30, 1998, Mr. Fleming issued the Company a promissory
note in the amount of $400,000 as consideration for exercising the option.
The promissory note bears interest at 8.5% annually and is payable in 5 equal
annual installments beginning June 30, 1999, with payment in full not later
than June 30, 2003. Mr. Flemings employment as President of the Company was
terminated in July 1999 and the balance of his pre-paid employment
compensation has been expensed at June 30, 1999. (See Item 3. Legal
Proceedings)
In July 1999, the Company entered into an Employment Agreement with John R.
Hoffman as President and Chief Operating Officer. Beginning July 16, 1999,
the Employment Agreement is for a term of three years at an annual base salary
of $100,000, to be paid semi-monthly, one payment of $4,166.67 in cash and one
payment of the equivalent amount of the Company's stock based on the stock
value average of the three days prior to the end of the payment period. Mr.
Hoffman ceased employment with the Company in October 1999 and the remaining
compensation due Mr. Hoffman is currently in dispute. (See Item 3. Legal
Proceedings)
<PAGE> 14
As a condition to employment, all the Company's managers and key personnel are
required to sign a nondisclosure and noncompetition agreement. Under the
terms of the nondisclosure and noncompetition agreement, employees will not be
able to provide services or information deemed confidential by the Company to
any other company or person which directly or indirectly competes with the
Company in the tire industry or an industry which, at the time of the
employees' employment, the Company intended to enter. There is no time
limitation on the nondisclosure aspect of the agreement. The noncompetition
clause is for a period of two years and prevents a former employee or
consultant of the Company from acting as an employee, consultant or in any
other capacity for a competitor of the Company. Additionally, all employees
will be required, as a condition of their employment, to enter into a
nondisclosure agreement related to any information or process deemed
confidential by the Company.
Compensation of Directors
-------------------------
None.
Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------
Unless otherwise disclosed below, as of June 30, 1999, the end of the
Company's most recent fiscal year, there are no compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any person named in Cash Compensation set out above which would in any
way result in payments to any such person because of his resignation,
retirement, or other termination of such person's employment with the Company
or any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
<PAGE>
<PAGE> 15
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of October 12, 2000, the name and the number
of shares of the Company's Common Stock, par value $0.001 per share, held of
record or beneficially by each person who held of record, or was known by the
Company to own beneficially, more than 5% of the 11,713,035 issued and
outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as a group.
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title
of Name and Address Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership(1) of Class
----- ---------------- -------------------- ----------
Common Roger A. Fleming D 630,000 5.38
3863 Silverwood Drive
Stowe, OH 44224
Common Louis M. Haynie, Director D 629,000
2726 Wasatch Drive I (4) 2,000
Salt Lake City, UT 84108 -------
631,000 5.39
Common Richard A. Steinke D 222,000
705-B Yucca Street I (2) 455,000
Boulder City, NV 89005 I (3) 800,000
---------
1,444,000 12.33
Security Ownership of Management of the Company
-----------------------------------------------
Title
of Name and Position of Amount and Nature of Percentage
Class Officer and/or Director Beneficial Ownership(1) of Class
----- ----------------------- -------------------- ----------
Common Richard A. Steinke, C.E.O. see above -
Common Louis M. Haynie, Director - see above -
Common David K. Griffiths, Treas. D 32,817 .28
Common David P. Martin, Vice-pres. D (5) 107,629 0.92
Common James Moore, Vice-pres. D 10,000 -
Common Henry D. Moyle, Director D 530,000
I (6) 55,000
-------
585,000 4.99
Common James L. Sanderson, Director D 329,000 2.80
Common William Watkins D 300,000
I (7) 32,500
-------
332,500 2.83
All Officers and Directors
as a Group (7 person) D 2,127,634
I 1,344,317
--------- -----
Total Beneficial Ownership 3,472,134 29.39
========= =====
[Footnotes continue on next page]
<PAGE> 16
(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively. All shares owned directly are owned beneficially and of record
and such shareholder has sole voting, investment, and dispositive power,
unless otherwise noted.
(2) Represent shares owned beneficially and of record by Gemini Funding
Services Profit Sharing Account, of which Richard A. Steinke is the principal
beneficiary.
(3) Represent shares owned beneficially and of record by S102 Irrevocable
Trust, for which Richard A. Steinke is the trustee.
(4) Represent shares owned beneficially and of record by Gae Haynie, spouse of
Louis M. Haynie, and of which Mr. Haynie may be deemed to have beneficial
ownership.
(5) Includes 100,000 options for the purchase of 1 share at an exercise price
of $0.75 per share, exercisable until December 1, 2002.
(6) Represent shares owned beneficially and of record by Vickie L. Moyle, the
spouse of Henry D. Moyle, and of which Mr. Moyle may be deemed to have
beneficial interest.
(7) Represent shares owned beneficially and of record by Dolores Watkins
Trust, of which William D. Watkins is a beneficiary.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Flat-Free (Non-pneumatic)Tire License Agreement
-----------------------------------------------
On August 19, 1997, the Company entered into a revised agreement amending the
terms of the October 27, 1995, Non-pneumatic Tire License Agreement with AMS.
The Non-pneumatic Tire Agreement was amended to provide that the license be
directly between the Company and Mr. Chrobak and Mr. Steinke. The agreement
grants the Company an exclusive license to use, sell, license, or otherwise
exploit the technology worldwide in exchange for a royalty. The revision of
the Non-pneumatic License Agreement provides for the royalty to be reduced
from $0.25 to $0.125 for each bicycle tire produced and sold by the Company
utilizing the technology. All royalties payable under the agreement are to be
paid to Mr. Chrobak. Mr. Steinke will not receive a royalty under the
agreement so long as he is affiliated with the Company. Due to the
relationship of Mr. Steinke and Mr. Chrobak with the Company at the time the
agreement was made, the Non-pneumatic License Agreement cannot be considered
to have been negotiated at arm's length.
Stock Subscriptions Receivables
-------------------------------
During the fiscal year ended June 30, 1998, Roger A. Fleming, the Company's
president utilized a promissory note in the principal amount of $400,000 to
exercise an option to purchase 200,000 shares of the Company's common stock at
an exercise price of $2.00 per share. The promissory note bears interest at
8.5% annually and is payable in 5 equal annual installments beginning June 30,
1999, with payment in full not later than June 30, 2003.
During the year ended June 30, 2000, the Company issued 1,000,000 shares of
common stock for various notes receivable totaling $750,000 to affiliates of
the Company. These notes bear interest at rates of 8.0% and 8.5% per annum
and are due in full on December 1, 2002. These notes are also being presented
as a reduction of stockholders equity. During the year ended June 30, 2000,
$12,016 was received on these notes receivable bringing the total balance owed
(including the promissory note from Mr. Fleming) at June 30, 2000 to
$1,206,230.
<PAGE>
<PAGE> 17
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1)FINANCIAL STATEMENTS. The following financial statements are included
in this report:
Title of Document Page
----------------- ----
Independent Auditors' Report of HJ & Associates, LLC 18
Balance Sheet as of June 30, 2000 19
Statements of Operations for the years ended June 30, 2000
and 1999 and from inception on January 30, 1995 through June 30, 2000 21
Statements of Stockholders' Equity 23
Statements of Cash Flows for the years ended June 30, 2000
and 1999 and from inception on January 30, 1995 through June 30, 2000 28
Notes to Financial Statements 30
(a)(2)FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedules are included as part of this report:
None.
(a)(3)EXHIBITS. The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
------- --------- ----------------- --------
27 27 Financial Data Schedule This Filing
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed with the Commission during the quarter
ended June 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
AMERICAN TIRE CORPORATION
Date: October 13, 2000 By /S/Richard A. Steinke, Chairman of
the Board, President and CEO
[Principal Executive Officer]
Date: October 13, 2000 By /S/David K. Griffiths, Secretary
Treasurer [Principal Accounting
Officer]
<PAGE>
<PAGE> 18
INDEPENDENT AUDITORS' REPORT
Board of Directors
American Tire Corporation
(A Development Stage Company)
Boulder City, Nevada
We have audited the accompanying balance sheet of American Tire Corporation (a
development stage company) as of June 30, 2000 and the related statements of
operations, stockholders' equity and cash flows for the years ended June 30,
2000 and 1999 and from inception on January 30, 1995 through June 30, 2000.
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 financial position of American Tire Corporation (a
development stage company) as of June 30, 2000, and the results of its
operations and its cash flows for the years ended June 30, 2000 and 1999 and
from inception on January 30, 1995 through June 30, 2000, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8 to the financial
statements, the Company has incurred significant losses which have resulted in
an accumulated deficit, raising substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 8. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
October 12, 2000
<PAGE>
<PAGE> 19
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Balance Sheet
ASSETS
June 30,
2000
----------
CURRENT ASSETS
Cash and cash equivalents $ 22,483
Accounts receivable - net (Note 1) 16,069
Accounts receivable - related party 2,795
Inventory (Note 1) 367,080
Prepaid expenses 10,035
----------
Total Current Assets 418,462
----------
PROPERTY AND EQUIPMENT (Note 1)
Land 59,000
Building and improvements 305,532
Equipment 1,097,713
Furniture and fixtures 7,692
Less - accumulated depreciation (635,510)
----------
Total Property and Equipment 834,427
----------
OTHER ASSETS
Patents - net (Note 1) 16,882
Deposits 11,878
----------
Total Other Assets 28,760
----------
TOTAL ASSETS $ 1,281,649
==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 20
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Balance Sheet (Continued)
June 30,
2000
----------
CURRENT LIABILITIES
Accounts payable $ 239,662
Accrued expenses 61,911
Note payable - related party (Note 3) 77,000
Interest payable - related party (Note 3) 10,052
Stock subscription deposit (Note 6) 65,000
----------
Total Current Liabilities 453,625
----------
Total Liabilities 453,625
----------
COMMITMENTS AND CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY
Preferred stock: 5,000,000 shares
authorized of $0.001 par value,
-0- shares issued and outstanding -
Common stock: 25,000,000 shares authorized
of $0.001 par value, 11,163,035
shares issued and outstanding 11,163
Additional paid-in capital 12,656,137
Stock subscriptions receivable (Note 2) (1,206,230)
Prepaid expenses (Note 3) (433,767)
Deficit accumulated during the
development stage (10,199,279)
----------
Total Stockholders' Equity 828,024
----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,281,649
==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 21
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
January 30,
For the Years Ended 1995 Through
June 30, June 30,
2000 1999 2000
--------- -------- ----------
NET SALES $ 60,039 $ 29,797 $ 142,995
COST OF SALES 118,990 41,244 265,465
--------- -------- ----------
GROSS MARGIN (58,951) (11,447) (122,470)
--------- -------- ----------
EXPENSES
Consulting 325,324 109,167 1,068,136
Payroll and payroll taxes 578,203 680,344 3,150,967
Depreciation and amortization 225,911 213,804 813,537
Bad debt expense 15,500 - 36,612
Selling, general and administrative 729,418 393,734 2,277,982
--------- --------- ---------
Total Expenses 1,874,356 1,397,049 7,347,234
--------- --------- ---------
LOSS BEFORE OTHER INCOME (EXPENSE) (1,933,307) (1,408,496) (7,469,704)
--------- --------- ---------
OTHER INCOME (EXPENSE)
Other income - - 2,298
Interest income 45,641 34,460 115,692
Interest expense (10,562) (200,480) (630,451)
Impairment loss (Note 1) - - (1,694,111)
Asset impairment loss (44,784) - (58,426)
Loss on termination of employment
agreement (Note 3) - (240,000) (240,000)
Gain on disposition of assets 45,300 - 41,638
--------- --------- ---------
Total Other Income (Expense) 35,595 (406,020) (2,463,360)
--------- --------- ---------
NET LOSS BEFORE DISCONTINUED
OPERATIONS (1,897,712) (1,814,516) (9,933,064)
--------- --------- ---------
DISCONTINUED OPERATIONS
Loss from discontinued operations
(Note 10) - (193,723) (495,108)
Gain from disposal of subsidiary (Note 1) - 228,893 228,893
--------- --------- ---------
Net Discontinued Operations - 35,170 (266,215)
--------- --------- ---------
NET LOSS $ (1,897,712) $(1,779,346)$(10,199,279)
========= ========= ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 22
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Operations (Continued)
From
Inception on
January 30,
For the Years Ended 1995 Through
June 30, June 30,
2000 1999 2000
--------- -------- ----------
NET LOSS $ (1,897,712) $(1,779,346)$(10,199,279)
OTHER COMPREHENSIVE INCOME
Foreign currency adjustments - (3,172) -
--------- --------- ----------
NET COMPREHENSIVE LOSS $ (1,897,712) $(1,782,518)$(10,199,279)
========= ========= ==========
BASIC GAIN (LOSS) PER SHARE
Loss from operations $ (0.23) $ (0.32)
Discontinued operations - 0.01
--------- ---------
Basic Gain (Loss) Per Share $ (0.23) $ (0.31)
========= =========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 8,413,121 5,701,524
========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 23
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Other Stock During the
Common Stock Paid-in Comprehensive Subscription Prepaid Development
Shares Amount Capital Income Receivable Expenses Stage
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <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 financial statements.
<PAGE>
<PAGE> 24
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Other Stock During the
Common Stock Paid-in Comprehensive Subscription Prepaid Development
Shares Amount Capital Income Receivable Expenses Stage
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <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 Urathon 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 financial statements.
<PAGE>
<PAGE> 25
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Other Stock During the
Common Stock Paid-in Comprehensive Subscription Prepaid Development
Shares Amount Capital Income Receivable Expenses Stage
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <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)
Exercise of options for
common stock at $2.50
per share 5,500 5 13,745 - - - -
Common stock repurchased
at $0.18 per share(Note 3)(1,270,000) (1,270) (228,730) - - - -
Common stock issued in lieu
of interest on promissory
notes at approximately
$3.24 per share 152,250 152 492,629 - - - -
Common stock issued in lieu
of notes payable at $1.00
per share 400,000 400 399,600 - - - -
Common stock issued as
prepaid salary under related
party compensation contracts
at $2.00 per share 305,000 305 609,695 - - (610,000) -
Common stock issued for
subscription receivable
at $2.00 per share 200,000 200 399,800 - (400,000) - -
Common stock issued for
services at $2.00 per
share 264,752 265 529,239 - - - -
Receipt of stock
subscriptions - - - - 50,000 - -
Currency translation
adjustment - - - 188 - - -
Amortization of prepaid
compensation contracts - - - - - 33,333 -
Net loss for the year
ending June 30, 1998 - - - - - - (4,267,829)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 1998 4,619,250 $ 4,619 $ 7,798,789 $ 3,172 $ (400,000)$ (576,667)$(6,522,221)
----------- ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 26
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Other Stock During the
Common Stock Paid-in Comprehensive Subscription Prepaid Development
Shares Amount Capital Income Receivable Expenses Stage
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1998 4,619,250 $ 4,619 $ 7,798,789 $ 3,172 $ (400,000) $ (576,667)$(6,522,221)
Common stock issued for
cash at $0.50 per share 875,000 875 436,625 - - - -
Common stock issued in lieu
of interest on promissory
note at approximately $0.93
per share 7,225 7 6,731 - - - -
Common stock issued in lieu
of notes payable at $1.00
per share 1,135,000 1,135 1,133,865 - - - -
Common stock issued in lieu
of notes payable at $0.50
per share 90,000 90 44,910 - - - -
Common stock issued for
services at $0.50 per
share 90,000 90 44,910 - - - -
Additional interst recorded
on subscription receivable - - - - (34,000) - -
Currency translation
adjustment - - - (3,172) - - -
Amortization of prepaid
compensation contracts - - - - - 306,667 -
Termination of employment
contract (Note 3) - - - - - (240,000) -
Net loss for the year
ending June 30, 1999 - - - - - - (1,779,346)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, June 30, 1999 6,816,475 $ 6,816 $ 9,465,830 $ - $ (434,000)$ (30,000)$(8,301,567)
----------- ----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 27
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Other Stock During the
Common Stock Paid-in Comprehensive Subscription Prepaid Development
Shares Amount Capital Income Receivable Expenses Stage
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1999 6,816,475 $ 6,816 $ 9,465,830 $ - $ (434,000)$ (30,000)$(8,301,567)
Common stock issued for
cash at $0.50 per share 2,548,125 2,548 1,271,514 - - - -
Common stock issued for
cash at $1.00 per share 28,000 28 27,972 - - - -
Common stock issued for
cash at $2.00 per share 65,000 65 129,935 - - - -
Common stock issued for
cash at $3.19 per share 2,037 2 6,498 - - - -
Common stock issued for
cash at $1.16 per share 5,592 6 6,494 - - - -
Common stock issued for
services at an average
price of $0.87 per share 363,306 363 314,729 - - - -
Common stock issued for
subscription receivable
at $0.75 per share 1,000,000 1,000 749,000 - (750,000) - -
Common stock issued for
assets at $1.00 per share 12,500 13 12,487 - - - -
Common stock issued as
prepaid expenses at
$1.00 per share 22,000 22 21,978 - - (22,000) -
Common stock issued as
prepaid expenses at
$2.00 per share 200,000 200 399,800 - - (400,000) -
Common stock issued as
prepaid expenses at
$2.50 per share 100,000 100 249,900 - - (250,000) -
Additional interest
recorded on
subscriptions receivable - - - - (34,246) - -
Receipt of cash on
subscriptions receivable - - - - 12,016 - -
Amortization of prepaid
expenses - - - - - 268,233 -
Net loss for the year ended
June 30, 2000 - - - - - - (1,897,712)
---------- -------- ---------- --------- ---------- -------- ----------
Balance, June 30, 2000 11,163,035 $ 11,163 $12,656,137 $ - $(1,206,230) $(433,767)$(10,199,279)
========== ======== ========== ========= ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 28
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
January 30,
For the Years Ended 1995 Through
June 30, June 30,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,897,712) $(1,779,346) $(10,199,279)
Adjustments to reconcile net loss to net cash (used)
by operating activities:
Depreciation and amortization 225,911 213,804 813,537
Bad debt expense 15,500 - 36,612
(Gain) loss on disposition of assets (45,300) - (41,638)
Asset impairment loss 44,784 - 1,752,537
(Gain) on disposition of subsidiary - (228,893) (228,893)
Loss on termination of employment agreement - 240,000 240,000
Loss from discontinued operations - 193,723 495,108
Common stock issued for services 315,092 45,000 1,230,351
Services provided in lieu of cash payment on
subscriptions receivable - - 75,000
Common stock issued in lieu of interest - 6,738 499,519
Interest on subscription receivable (34,246) (34,000) (68,246)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable
and accounts receivable - related (32,802) 9,276 (55,476)
(Increase) decrease in inventory (326,767) (10,964) (367,080)
(Increase) decrease in prepaid expenses 272,004 465,913 598,198
(Increase) decrease in other assets 2,586 (21,875) (75,685)
Increase (decrease) in accounts payable
and accrued expenses 69,663 202,290 164,821
--------- -------- ---------
Net Cash (Used) by Operating Activities (1,391,287) (698,334) (5,130,614)
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of equipment 70,000 - 70,000
Purchase of equipment (136,099) (92,697) (1,577,849)
Purchase of subsidiary - - (400,000)
--------- -------- ---------
Net Cash (Used) by Investing Activities $ (66,099) $ (92,697) $ (1,907,849)
========= ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 29
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
January 30,
For the Years Ended 1995 Through
June 30, June 30,
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock $ - $ - $ (439,862)
Receipt of subscriptions receivable 12,016 - 62,016
Payment of stock offering costs - - (160,401)
Proceeds from notes payable - 163,500 2,298,838
Cash received on stock subscription deposit 25,500 39,500 65,000
Payments made on notes payable and line of credit - (125,000) (429,838)
Payments made to related parties (6,000) - (16,000)
Common stock issued for cash 1,445,062 437,500 5,681,193
--------- ---------- ---------
Net Cash Provided by Financing Activities 1,476,578 515,500 7,060,946
--------- ---------- ---------
NET INCREASE (DECREASE) IN CASH 19,192 (275,531) 22,483
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 3,291 278,822 -
--------- ---------- ---------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 22,483 $ 3,291 $ 22,483
========= ========== =========
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
CASH PAID FOR:
Interest $ 4,017 $ 24,165 $ 84,220
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Common stock issued for services rendered $ 315,092 $ 45,000 $ 1,230,351
Common stock issued in lieu of debt and interest $ - $ 1,186,738 $ 2,241,519
Common stock issued for acquisition of subsidiary $ - $ - $ 1,550,000
Common stock issued as prepaid expenses $ 672,000 $ - $ 1,282,000
Common stock issued for equipment $ 12,500 $ - $ 12,500
Common stock issued for subscriptions receivable $ 750,000 $ - $ 750,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 30
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
American Tire Corporation (ATC) (the "Company") was incorporated under the
laws of the State of Nevada on January 30, 1995. The Company was organized to
take advantage of existing proprietary and non-proprietary technology
available for the manufacturing of specialty tires. ATC has had limited
operations since its organization and is a "development stage" company. The
Company intends to engage in the manufacturing, marketing, distribution, and
sales of airless specialty tires and tire-wheel assemblies and currently is
manufacturing airless tires in limited quantities at its manufacturing
facility located in Ravenna, Ohio.
On February 28, 1997, ATC purchased Urathon Limited (UL) for $1,950,000 by
issuing 200,000 shares of its common stock plus $400,000 in cash in exchange
for 100% of the issued and outstanding stock of UL. The common stock issued
was valued at its trading price of $7.75 per share.
Effective June 9, 1999, the Company sold its 100% ownership in UL, which
resulted in a gain on the disposition of the subsidiary of $228,893 that has
been recorded in the accompanying statement of operations for the year ended
June 30, 1999.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a June 30 year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Basic Loss Per Share
For the Years Ended
June 30,
2000 1999
------------ ------------
Loss (numerator) $ (1,897,712) $ (1,782,518)
Shares (denominator) 8,413,121 5,701,524
------------ ------------
Per share amount $ (0.23) $ (0.31)
============ ============
The computations of basic loss per share of common stock are based on the
weighted average number of shares outstanding during the period of the
financial statements. Common stock equivalents, consisting of stock options,
have not been included in the calculation as their effect is antidilutive for
the periods presented.
<PAGE>
<PAGE> 31
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
e. 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.
f. Provision for Taxes
As of June 30, 2000, the Company had net operating loss carryforwards of
approximately $10,200,000 which will expire in 2020. No tax benefit has been
reported in the financial statements because the potential tax benefits of the
net operating loss carryforwards are offset by a valuation allowance of the
same amount.
g. Inventory
Inventory is stated at the lower of cost (computed on a first-in, first-out
basis) or market. The inventory consists of finished goods produced in the
Company's plant and products purchased for resale.
h. Property and Equipment
Property and equipment are stated at cost. Expenditures for small tools,
ordinary maintenance and repairs are charged to operations as incurred. Major
additions and improvements are capitalized. Depreciation is computed using
the straight-line method over estimated useful lives as follows:
Building and improvements 40 years
Equipment 5 to 7 years
Furniture and fixtures 7 years
Depreciation expense for the years ended June 30, 2000 and 1999 was $223,770
and $213,804, respectively.
i. Revenue Recognition
Revenue is recognized upon shipment of goods to the customer.
<PAGE>
<PAGE> 32
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
j. Goodwill
Goodwill was originally recorded which consisted of the excess of the
purchase price over the fair value of net tangible assets of the purchased
subsidiary and was amortized on the straight-line method over a 5 year period.
The Company periodically reviews goodwill for impairment by comparing
undiscounted projected income over the remaining amortization period to the
unamortized balance of goodwill and technology.
During the year ended June 30, 1998, an impairment loss of $1,694,111 was
recorded since the Company was unable to determine the present value of the
future cash flows of the purchased subsidiary.
k. Patents
Patents have been capitalized at June 30, 2000. The Company recorded an
impairment loss of $44,784 during the year ended June 30, 2000 on certain
patents that were disposed of during the year. Amortization expense for the
years ended June 30, 2000 and 1999 was $2,141 and $-0-, respectively.
l. Advertising
The Company follows the policy of charging the costs of advertising to
expense as incurred.
m. Accounts Receivable
Accounts receivable are shown net of the allowance for doubtful accounts of
$15,500 as of June 30, 2000.
n. Long Lived Assets
All long lived assets are evaluated yearly for impairment per SFAS 121. Any
impairment in value is recognized as an expense in the period when the
impairment occurs.
<PAGE>
<PAGE> 33
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
o. Changes in Accounting Principle
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets or liabilities, measured at fair market value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving offsetting changes
in fair value or cash flows. SFAS No. 133 is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. Management believes
the adoption of this statement had no material impact on the Company's
financial statements.
NOTE 2 - STOCK SUBSCRIPTION RECEIVABLE
During the year ended June 30, 1998, an officer of the Company signed an
agreement and note to purchase 200,000 shares of the Company's common stock at
a price of $2.00 per share. At June 30, 2000, the entire $400,000, plus
accrued interest of $68,246, was owed under the note, which has been presented
as a reduction of stockholders' equity. The note bears interest at 8.50% per
annum and was due in five equal annual installments beginning June 30, 1999,
with payment in full no later than June 30, 2003. No payment had been
received, however, at June 30, 2000. The officer was subsequently terminated
in July 1999. Management of the Company is currently working on negotiations
with the former officer to collect the entire $400,000 plus interest or to
cancel the shares. Management is uncertain at June 30, 2000 what the outcome
will be.
During the year ended June 30, 2000, the Company issued 1,000,000 shares of
common stock for various notes receivable totaling $750,000. These notes bear
interest at rates of 8.0% and 8.5% per annum and are due in full on December
1, 2002. These notes are also being presented as a reduction of stockholders
equity. During the year ended June 30, 2000, $12,016 was received on these
notes receivable bringing the total balance owed at June 30, 2000 to
$1,206,230.
<PAGE>
<PAGE> 34
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 3 - RELATED PARTY TRANSACTIONS
In August 1995, the Company entered into employment agreements with two of
its officers. These two agreements are for 36 months at a monthly
compensation of $10,000 each. At June 30, 1997, $100,000 was owed to the two
officers for unpaid wages. In addition, $50,000 was due to another officer at
June 30, 1997 for services rendered to the Company from February 1, 1997 to
June 30, 1997. At June 30, 1998, $140,000 of the unpaid wages was converted
to a note payable. Interest on the note payable consists of 14,000 shares of
the Company's common stock valued at $28,000 (effective interest rate of 40%).
The $140,000 principal amount was converted to 140,000 shares of common stock
during the year ended June 30, 1999. An additional $6,000 was loaned to the
Company by this officer during the year ended June 30, 1999. This amount was
subsequently paid during the year ended June 30, 2000.
In October 1995, the Company entered into a Technology License Agreement
with a related party providing for a royalty of $0.25 to be paid for each tire
sold by the Company utilizing the "non-pneumatic tire technology" as defined
by the agreement. This agreement was subsequently amended to reduce the
royalty payment from $0.25 per unit sold to $0.125 per unit sold. The royalty
payments are to be paid quarterly. There was no production during the years
ended June 30, 2000 or 1999 that was subject to the royalty.
As of June 30, 2000, $87,052 ($72,000 principal plus $10,052 of accrued
interest) was owed to a former officer of the Company. The amount is
unsecured, due on demand and accrues interest at 8.50% per annum.
The Company entered into an Agreement of Settlement and Mutual Release on
August 19, 1997 with two former officers and another employee of the Company.
As part of the settlement agreements, the Company agreed to pay a total of
$360,000 for accrued wages and the purchase and cancellation of 1,270,000
shares of the Company's outstanding common stock. $160,000 was paid on the
date of the agreement and the remaining $200,000 has been paid in full as of
June 30, 2000.
As of June 30, 1999, salary and management fees in the amount of $30,000 had
been prepaid to an officer of the Company through the issuance of stock. The
amount was amortized as salary expense during the year ended June 30, 2000.
180,000 shares were issued to the Company's former president in lieu of
salary from July 1, 1998 to June 30, 2001. These shares were recorded at the
average trading price of the stock of $2.00 on the date of issuance resulting
in an original prepaid amount of $360,000. Amortization through June 30, 1999
was $120,000. The former president was terminated during July 1999.
Management is alleging that the termination was with cause and therefore, the
original employment agreement was voided. Management intends on vigorously
trying to recover a portion of the original 180,000 shares issued. Because
the ultimate outcome of this is uncertain, the remaining $240,000 of prepaid
salary expense was written off during the year ended June 30, 1999 as a "loss
on termination of employment agreement".
<PAGE>
<PAGE> 35
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 3 - RELATED PARTY TRANSACTIONS (Continued)
During the year ended June 30, 2000, the Company issued 200,000 shares of
common stock valued at $400,000 under a Letter of Agreement for financial
communication and capital market development services for a period of six
months. As part of the agreement, the Company granted 200,000 warrants
exercisable as follows: 50,000 at $6.00 per share, 50,000 at $8.00 per share,
50,000 at $10.00 per share and 50,000 at $12.00 per share. These warrants
expire on March 15, 2003. Amortization of the prepaid services through June
30, 2000 was $233,333 bringing the prepaid portion at June 30, 2000 to
$166,667.
In addition, during the year ended June 30, 2000, the Company issued 100,000
shares of common stock valued at $250,000 for television advertising time on
American Independent Network. No amortization was recorded for the year ended
June 30, 2000 since the advertising was not set to start until late 2000.
The total prepaid amount of $433,767 (including the $17,100 prepaid amount
as described in Note 4) has been presented as a reduction of stockholders'
equity as of June 30, 2000.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Company maintains an executive office suite in Boulder City, Nevada.
During the year ended June 30, 2000, the Company issued 22,000 shares of
common stock valued at $22,000 as prepaid rent for a period of twelve months.
Amortization of the prepaid rent through June 30, 2000 was $4,900 bringing the
prepaid portion at June 30, 2000 to $17,100.
On February 18, 2000, the Company entered into a separate office lease in
Las Vegas, Nevada for five years beginning on March 1, 2000. The monthly
rental payment is $8,400 for the first twelve months with annual increases
based on the Consumer Price Index.
On June 5, 1995, the Company entered into a Technology License Agreement
with a related party. 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 originally
specified that a royalty of either $1.00 per unit sold directly by the Company
or eight percent of any royalty the Company should receive from any third
party licensee to be paid quarterly. The agreement was superceded on August
19, 1997. The terms of the Agreement were amended to reduce the royalty
payment from $1.00 per unit sold to $0.50 per unit sold. In addition, a
separate Technology License Agreement relating to the "non-pneumatic tire
technology" was amended to reduce the royalty payment from $0.25 per unit sold
to $0.125 per unit sold (see Note 3). During the year ended June 30, 2000,
the patents associated with this Agreement were abandoned. Accordingly, no
future royalty payments will be due.
<PAGE>
<PAGE> 36
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)
On June 10, 1999, the Company entered into a Television Commercial Agreement
with American Independent Network (AIN). The Company has agreed to pay AIN
$15.00 per bicycle sold through television advertising and $3.00 per wheel
assembly sold. The agreement is for one year with the option to extend the
agreement and continue airing the commercial sports on the Network at the same
prices as set forth above.
During July 1999, the Company entered into a service contract with McWong
International Business, Inc., a related party. The Company has agreed to pay
$2,500 per month for twelve months in exchange for McWong providing quality
control personnel at the Shanghai Forever Bicycle Co., Ltd. facility, and to
supervise the shipping of up to 10,000 bicycles per month, to the Company's
factory. The agreement also calls for the Company to pay an additional $0.25
per bicycle for each bicycle shipped over 10,000 per month.
During July 1999, the Company signed a three year employment agreement with
a new Chief Executive Officer. The agreement requires the Company to pay a
base annual salary of $100,000. The amount is to be paid in a combination of
cash and shares of common stock based upon the market value of the stock at
the time of issuance. During the year ended June 30, 2000, this officer
resigned. Management is alleging that the employment agreement is void and is
vigorously defending litigation concerning this agreement. The proceeding is
in the discovery stage as of the date of our audit report and the outcome of
this litigation is presently unknown and the potential loss cannot be
determined.
NOTE 5 - STOCK TRANSACTIONS
During the year ended June 30, 1998, the Company issued 152,250 shares of
common stock valued at $492,781 in lieu of interest on promissory notes. The
Company issued 400,000 shares of common stock valued at $400,000 in lieu of
outstanding debt. The Company also issued 305,000 shares of common stock
under related party compensation contracts valued at $610,000 and 264,752
shares of common stock for services valued at $529,504.
During the year ended June 30, 1999, the Company issued 1,135,000 shares of
common stock valued at $1,135,000 and 90,000 shares of common stock valued at
$45,000 in lieu of outstanding note payable debt. In addition, the Company
issued 7,225 shares of common stock valued at $6,738 in lieu of interest on
promissory notes. The Company also issued 875,000 shares of common stock for
$437,500 and 90,000 shares for services rendered valued at $45,000.
During the year ended June 30, 2000, the Company issued 2,648,754 shares of
common stock for $1,445,062 and 363,306 shares of common stock valued at
$315,092 for services rendered. In addition, the Company issued 1,000,000
shares of common stock for notes receivable of $750,000, 12,500 shares of
common stock valued at $12,500 for equipment and 322,000 shares of common
stock valued at $672,000 for prepaid expenses.
<PAGE>
<PAGE> 37
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 6 - STOCK SUBSCRIPTION DEPOSIT
As of June 30, 2000, the Company had received a total of $65,000 for the
purchase of 130,000 shares of common stock. As of the date of our audit
report, these 130,000 shares had not been issued. The $65,000 is being shown
as a stock subscription deposit at June 30, 2000.
NOTE 7 - STOCK OPTIONS AND WARRANTS OUTSTANDING
Stock option activity for the year ended June 30, 2000 consisted of the
following:
Number
Of Shares
---------
Outstanding at June 30, 1999 30,000
Granted during the year 1,470,500
Expired during the year -
Exercised during the year (1,140,500)
---------
Outstanding at June 30, 2000 330,000
=========
The stock options have been valued at fair market value according to FAS
123, "Accounting for Stock-Based Compensation." The following summarizes the
exercise price per share and expiration date of the Company's outstanding
options to purchase common stock at June 30, 2000.
Expiration Date Price Number
---------------- ----- -------
December 1, 2002 $0.75 200,000
June 1, 2003 $2.00 30,000
August 9, 2004 $0.50 100,000
-------
330,000
=======
The Company granted 25,000 warrants to purchase common stock at $2.50 per
share. These warrants expire on June 30, 2001. In addition, as described in
Note 3, the Company granted 200,000 warrants during the year ended June 30,
2000 exercisable as follows: 50,000 at $6.00 per share, 50,000 at $8.00 per
share, 50,000 at $10.00 per share and 50,000 at $12.00 per share. These
warrants expire on March 15, 2003.
NOTE 8 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has historically incurred significant losses which have
resulted in an accumulated deficit of $10,199,279 at June 30, 2000 which
raises substantial doubt about the Company's ability to continue as a going
concern. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the
outcome of this uncertainty. It is the intent of management to create
additional revenues through the development and sales of its patented tires
and to rely upon additional equity financing if required to sustain operations
until revenues are adequate to cover the costs.
<PAGE>
<PAGE> 38
AMERICAN TIRE CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000
NOTE 9 - SUBSEQUENT EVENTS
(a) On August 1, 2000, the Company entered into an agreement with Focus
Sales and Marketing, LLC, to provide marketing and promotional services for
$30,000 per month. The term of the agreement is for one year.
(b) Subsequent to June 30, 2000, the Company issued a total of 525,000
shares of common stock for total proceeds of $785,000.
NOTE 10 - LOSS FROM DISCONTINUED OPERATIONS
Effective June 9, 1999, the Company sold its 100% ownership in Urathon
Limited (UL) for one pound sterling. The following is a summary of the loss
from discontinued operations.
From
Inception on
For the January 30,
Year Ended 1995 Through
June 30, June 30,
1999 1999
---------- --------
NET SALES $ 327,851 $ 717,457
COST OF SALES 281,110 490,635
---------- --------
GROSS MARGIN 46,741 226,822
---------- --------
EXPENSES
Payroll and payroll taxes 75,080 186,899
Depreciation and amortization 25,197 33,597
Bad debt expense 3,949 17,670
Selling, general and
administrative 126,097 393,487
---------- --------
Total Expenses 230,323 631,653
---------- --------
LOSS BEFORE OTHER INCOME
(EXPENSE) (183,582) (404,831)
---------- --------
OTHER INCOME (EXPENSE)
Other income - 54,765
Loss on disposition of asset - (1,722)
Inventory impairment loss - (127,070)
Interest expense (10,141) (16,250)
---------- --------
Total Other Income (Expense) (10,141) (90,277)
---------- --------
NET LOSS FROM
DISCONTINUED OPERATIONS $ (193,723) $(495,108)
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