ALANCO ENVIRONMENTAL RESOURCES CORP
10-K/A, 1997-10-10
INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFING EQUIP
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                                   Form 10-K

                                Amendment No. 1

               Annual Report Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934
                    For the fiscal year ended June 30, 1997
                         Commission file number 0-9347

                  ALANCO ENVIRONMENTAL RESOURCES CORPORATION
                  ------------------------------------------
            (Exact name of registrant as specified in its charter)

               Arizona                               86-0220694
               ------------------------------------------------
          (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)          Identification No.)

          15900 North 78th Street, Suite 101, Scottsdale, AZ    85260
          -----------------------------------------------------------
         (Address of principal executive offices)           (Zip Code)

              Registrant's Telephone Number:      (602) 607 1010

       Securities registered pursuant to Section 12(b) of the Act: None
        Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, NO PAR VALUE
                          --------------------------
                               (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes   X     No
                                --------------

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ X ]

     State the aggregate market value of the voting stock held by non-
affiliates of the registrant: $21,418,343 as of September 19, 1997

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock: 35,346,527 as of September 19, 1997.

Documents incorporated by reference: None<PAGE>

                                       1<PAGE>

The undersigned Registrant hereby amends the Annual Report on Form 10-K
for the fiscal year ended June 30, 1997 as set forth below.

1.  Page 26 of Item 11. - Executive Compensation of the Form 10-K for
the year ended June 30, 1997 is amended and restated as follows.<PAGE>



Option Grants Subsequent to Fiscal Year End

                   Number of
                   Securities
                   Underlying
                    Options     Date of      Date         Expiration    Option
    Name            Granted      Grant    Exercisable        Date       Price
- ---------------    -----------  --------  ------------    -----------   ------
Wang Yee Lin        40,000      7/16/97      7/16/97      7/16/2002     .875
Edward Maley        40,000      7/16/97      7/16/97      7/16/2002     .875
Charles Miller      40,000      7/16/97      7/16/97      7/16/2002     .875
Charles Miller      40,000      8/27/97      9/01/98      8/27/2002     .672
Dennis Schlegel     50,000      8/27/97      9/01/97      8/27/2002     .672
Dennis Schlegel     70,000      8/27/97      9/01/98      8/27/2002     .672

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Option/Values

     The following table sets forth the number and value of the unexercised
options held by each of the Named Executive Officers at June 30, 1997.  None of
the Named Executive Officers who hold unexercised options exercised options in
the fiscal year ended June 30, 1997.

                                                                  Value of
                                                   Number of     Unexercised
                                                  Unexercised    In-the-Money
                                                   Options at     Options at
                    Shares Acquired     Value      FY-End (#)     FY-End ($)
     Name           On Exercise (#)  Realized ($) Exercisable    Exercisable
- ------------------  ---------------  ------------ -----------    ------------
Dennis Schlegel            0             0         100,000            0
Norman Meyer               0             0          50,000 (1)        0
John Haggar                0             0          50,000            0
Cynthia Castellano         0             0           7,500            0

(1) Option expired subsequent to year end

Employment Agreements and Executive Compensation

     Dennis Schlegel, Chief Executive Officer, has a two year employment
agreement with the Company whereby he receives during the first year, $6,250
per month in regular compensation and options to purchase 50,000 shares of the
Company stock at $0.672 per share, and during the second year, a minimum of
$10,000 per month in regular compensation and options to purchase 70,000 shares
of the Company stock at $0.672 per share.  Mr. Schlegel's employment agreement
with the Company expires August 31, 1999.

     Mr. Maley, the Company's President and Chief Operating Officer, is
currently serving with no employment contract at a rate of $8,000 per month in
regular compensation and has options to purchase 40,000 shares of the Company
stock at $0.875 per share.

     Mr. Haggar, the Company's Chief Financial Officer and Vice President,
receives $8,000 per month in regular compensation under the terms of an
employment agreement valid through April 24, 1998.




                                      26<PAGE>



                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                             Alanco Environmental
                                             Resources Corporation



                                             /s/ John E. Haggar
                                             -----------------------
                                             John E. Haggar,
                                             Chief Financial Officer<PAGE>


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