UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Report for Event: March 11, 1997
OIL RETRIEVAL SYSTEMS, INC.
- --------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Arizona 0-5169 95-2782920
- --------------------------------------------------------------
(State of other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) No.)
5020 Collinwood Avenue, Suite 201, Fort Worth, Texas 76102
- --------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (817) 732-8739
Sawyer-Adecor International, Inc.,
9608 Windham Court, Stockton CA 95209
- --------------------------------------------------------------
(Former name or former address, if changed since last report.)
This Report Consists of 6 Pages
2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
4,986,449 shares of common "A" stock and 52,271 shares of
preferred "A" convertible to shares of common stock have been
issued to Oil Retrieval Systems, Inc., a Nevada Corporation in
exchange for all assets and liabilities of Oil Retrieval
Systems, Inc.
ITEM 2. ACQUISITION ON DISPOSITION OF ASSETS
For stock as set forth on Item 1 hereinabove the Registrant
acquired all assets, and liabilities of a manufacturing
facility located in Fort Worth, Texas which designs,
manufactures and sells portable swabbing units to the oil and
gas industry. The total liabilities and stockholders' equity
is $3,396,000. The registrant intends to continue the portable
swabbing business dedicated to servicing the oil and gas
industry.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5. OTHER EVENTS
Upon shareholder approval of the acquisition, on March 11,
1997, Mr. M.O. Rife, III became the new Chairman and President.
In addition, Mr. Joe Bill Bennett, and Mr. Thomas Schliem
became members of the Board of Directors. With shareholder
approval, the name of the Registrant was changed to Oil
Retrieval Systems, Inc. With shareholder approval the principal
office of the Registrant was changed to, 5020 Collinwood
Avenue, Suite 201, Fort Worth, Texas 76102. With shareholder
approval, the Registrant increased its authorized shares of
common stock to 100,000,000 shares.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
7a. Required audited financial statements will be
provided within 60 days of time this Form 8-K
is filed.
7b. ProForma financial information as attached hereto
as Exhibit-A and incorporated herein.
7c. Exhibit Index attached.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Oil Retrieval Systems, Inc.
Formerly known as; Sawyer Adecor International, Inc.
(Registrant)
Dated: March 11, 1997 By: /s/Joe Bill Bennett
----------------------
Joe Bill Bennett
Vice President/Director
4
EXHIBIT LIST
1. Exhibit A -- Pro Forma Financial Statement
5
OIL RETRIEVAL SYSTEMS, INC.
PROJECTED INCOME STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 1997
PROJECTED REVENUES
Sale of units <F1> <F2> <F3> $3,850,000
-----------
Total projected revenues $3,850,000
PROJECTED COST OF REVENUES
Cost of units $2,000,000
-----------
Total projected cost of revenues $2,000,000
PROJECTED GROSS PROFIT $1,850,000
GENERAL AND ADMINISTRATIVE EXPENSES
Projected general and administrative
expenses for the year 1997 $ 550,000
-----------
PROJECTED INCOME BEFORE INCOME TAXES $1,300,000
Income taxes on projected income $ 442,000
-----------
NET INCOME AFTER INCOME TAXES $ 858,000
===========
<F1> Projected figure based on the
sale of five units at an average
price of $120,000. per unit.
<F2> Projected figure based on the sale
of five units at $150,000. per unit.
<F3> Projected figure based on the sale of
ten units at an average price of
$250,000. by year end.
EXHIBIT A (page 1)
6
OIL RETRIEVAL SYSTEMS, INC.
PROJECTED BALANCE SHEET
AS OF
FEBRUARY 1, 1997
ASSETS
Current Assets $ 45,000
Cash in bank 1,100,000
Inventory 1,000,000
-----------
Produce research design and development 1,000,000
-----------
Total Current Assets $2,145,000
Other Assets
Invest in marketable equity
security - Oilex International
Investments, Inc. $1,250,000
Organizational Cost 1,000
-----------
Total Other Assets 1,251,000
-----------
$3,396,000
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Customer Deposit $ 60,000
-----------
Stockholders' equity
Common stock (par value $.01, 30
million shares authorized,
1,515,000 shares issued 11,510
Additional paid-in capital 3,324,490
-----------
Total stockholders equity 3,336,000
-----------
$3,396,000
===========
EXHIBIT A (page 2)