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: April 1, 1997
OIL RETRIEVAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Arizona 0-5169 95-2782920
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(State of other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) No.)
5020 Collinwood Avenue, Suite 201, Fort Worth, Texas 76107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (817) 732-8739
Sawyer-Adecor International, Inc.,
9608 Windham Court, Stockton CA 95209
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(Former name or former address, if changed since last report.)
This Report Consists of 10 Pages
PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION ON DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
7a. Required audited financial statements will be
provided by Registrant on or before May 10, 1997.
7b. Amended Pro Forma financial information as attached
hereto as Exhibit - A and incorporated herein.
7c. Exhibit Index attached.
3
ITEM 8. SUPPLEMENTARY INFORMATION
8a. The registrant sold 1,567,047 shares of its common
stock on March 12, 1997.
8b. There were neither underwriters nor placement agents
involved in the sale of sold shares.
8c. The corporation received the sum of $15,670.47 in
United States currency.
8d. The shares were sold to the corporation as follows:
(1) M. Patton Holdings, Ltd.
- Bahamian Corp. 200,000 shares
(2) Phoenix Reserves, Inc.
- Bahamian Corp. 270,060 shares
(3) Hardcastle Capital Ltd
- British Virgin Islands 75,047 shares
(4) TAH Holdings Corporation
- Bahamian Corp. 200,000 shares
(5) Caymus Capital Ltd.
- British Virgin Islands 250,000 shares
(6) Que Qui Limited
- British Virgin Islands 275,000 shares
(7) Dynamo International Limited
- British Virgin Islands 297,000 shares
8e. All shares were issued pursuant to Regulation S.
8f. As further consideration, the corporation set forth in
Item 8d have agreed to guarantee on behalf of the Registrant
a credit facility in the amount of $1.4 million U.S. currency.
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: April 17, 1997 By: /s/Joe Bill Bennett
----------------------
Joe Bill Bennett
Vice President/Director
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EXHIBIT LIST
1. Exhibit A -- Amended Financial Pro Forma
5
EXHIBIT A
---------
OIL RETRIEVAL SYSTEMS, INC.
BALANCE SHEET
1/1/97 2/28/97
------------------------------
ASSETS
Current Assets:
Cash $ 65,000 $ 16,942
Inventory (Work in Progress) 1,100,000 1,148,058
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Total Current Assets 1,165,000 1,165,000
----------- -----------
Investment in marketable
securities 1,250,000 1,250,000
Goodwill 1,000,000 1,000,000
Organizational Costs 1,000 1,000
----------- -----------
$3,416,000 $3,416,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Customer Deposit (Used
against Deliveries) $ 65,000 $ 65,000
----------- -----------
65,000 65,000
----------- -----------
Stockholders' equity:
Common stock (par value $.01;
30 million share authorized;
1,515,000 shares issued.) 11,510 11,510
Paid-in capital 3,339,490 3,339,490
Retained Earnings --- ---
----------- -----------
$3,416,000 $3,416,000
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(Prepared without Audit)
EXHIBIT A (page 1)
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OIL RETRIEVAL SYSTEMS, INC.
STATEMENT OF OPERATIONS
FOR THE TWO MONTHS ENDED FEBRUARY 28, 1997
As of
2/28/97
------------
Revenues (Deposit against Unit Sales) $ 65,000.00
Cost of Sales
Inventory Purchases (34,057.00)
Equipment Expenses (13,061.28)
General and Administrative Expenses (939.15)
-----------
Net income before income taxes $ 16,942.57
===========
Provision for income taxes ---
-----------
Net income $ 16,942.57
===========
(Prepared without Audit)
EXHIBIT A (page 2)
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OIL RETRIEVAL SYSTEMS, INC.
STATEMENT OF CASH FLOWS
FOR THE TWO MONTHS ENDED FEBRUARY 28, 1997
Cash Flows from Operating Activities
Net Income (Deposits against Deliveries) $ 65,000.00
Adjustments to reconcile net loss to net cash (48,057.43)
provide (used by operating activities): ---
Depreciation ---
-----------
Net cash from operating activities $ 16,942.57
-----------
Cash Flows From Investing Activities ---
Cash Flows From Financing Activities ---
Net Change in Cash and Cash Equivalents ---
Cash and Cash Equivalents,
Beginning of the Period $ 65,000.00
(Deposits against Deliveries)
-----------
Cash and Cash Equivalents, End of Period $ 16,942.57
===========
(Prepared without Audit)
EXHIBIT A (page 3)
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OIL RETRIEVAL SYSTEMS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Common Stock
------------------- Paid-In Retained
Shares Amount Capital Earnings Total
--------- -------- ---------- ---------- ----------
Balance
January 1, 1997 1,515,000 $11,510 $3,351,000 $--- $3,416,000
Net Income --- ---
--------- -------- ---------- ---------- -----------
Balance
February 28, 1997 1,515,000 $11,510 $3,351,000 $--- $3,416,000
========= ======== ========== ========== ===========
(Prepared without Audit)
EXHIBIT A (page 4)
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OIL RETRIEVAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENT
JANUARY 1, 1997 - FEBRUARY 28, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
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Organization - Oil Retrieval Systems, Inc. ("Company")
was incorporated under the laws of the State of Nevada
on December 9, 1996.
Description of Business - The Primary business activities
of Oil Retrieval Systems, Inc. - are the design, engineering,
manufacturing and sale of portable swabbing units to the oil
and gas industry. An ancillary business is the acquisition
of shallow stripper oil and gas wells that are produced by
utilizing the portable swabbing units. The company's
manufacturing facility is located in Fort Worth, Texas.
Income Taxes - The company has income operating losses for
its first two months of operation. As the utilization of
such losses cannot be anticipated, a corresponding benefit
has not been recorded.
NOTE 2 - STOCKHOLDERS' EQUITY
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On December 9, 1996, the company incorporated with 25,000,000
shares of $.01 par value common stock authorized. At February
28, 1997, there were 1,515,000 shares of common stock issued.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
The Company currently has no disputes nor contingencies. Cash
deposits are utilized for unit sales work in progress for
delivery.
(Prepared Without Audit)
EXHIBIT A (page 5)
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NOTE 4 - SIGNIFICANT SUBSEQUENT ENTITIES
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On January 16, 1997, OIL RETRIEVAL SYSTEMS, INC. exchanged 20%
of its common stock for 1 million shares of the common stock of
Oilex, Inc. Oilex, Inc. is headquartered in Houston, Texas and
is a publicly traded oil and gas company. Oilex Inc. is also a
customer of the Company.
On February 13, 1997, Oil Retrieval Systems, Inc. entered into
an asset acquisition agreement with Sawyer-Adecor International,
Inc. (Sawyer) whereby Sawyer agreed to acquire all of the assets
and liabilities of Oil Retrieval Systems, Inc. with 4,986,449
authorized but unissued shares of common stock and 52,271 shares
of preferred "A" stock convertible to shares of common stock in
Sawyer sufficient to equal ninety-five percent (95%) ownership
position of Sawyer. On March 15, 1997 at a shareholder meeting,
the Boards and stockholders of both Oil Retrieval Systems, Inc.
and Sawyer approved the asset acquisition agreement.
NOTE 5 - GOING CONCERN
- ----------------------
The company has incurred positive gains since its inception.
For the first two months of business, it has incurred a positive
working capital balance. However, substantial capital will be
required for future operations. These factors raise substantial
doubt about the company's ability to continue as a going concern.
Management intends to infuse additional working capital into the
Company so that it can exploit and develop its newly developed
portable swabbing unit technology, thereby continuing to generate
a positive cash flow.
The accompanying unaudited financial statements have been pre-
pared on a going concerning basis, which contemplates continuity
of operations, realization of assets and liquidation of liabil-
ities in the ordinary course of business, and therefore do not
include any adjustments that might be necessary should the
Company be unable to continue as a going concern.
(Prepared Without Audit)
EXHIBIT A (page 6)