1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ____________________. Commission file number: 33-94318-C AMERICAN TIRE CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 87-0535207 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1643 NEVADA HIGHWAY, BOULDER CITY, NEVADA 44266 - ----------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) (330) 296-8778 ---------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - ------------------------------------------------------------------------------ (Former name, former address, and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Yes [X] No [ ] and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of each of the issuer's classes of common stock, was 3,297,248 shares of common stock, par value $0.001, as of November 30, 1997. PAGE 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited balance sheet of the Company as of September 30, 1997; the related audited balance sheet of the Company as of June 30, 1997; the related unaudited statements of operations and cash flows for the three month period ended September 30, 1997 and 1996 and from January 30, 1995 (inception) through September 30, 1997; and the unaudited statement of shareholders' equity for the period from January 30, 1995 (inception) through September 30, 1997 are attached hereto and incorporated herein by this reference Operating results for the three month period ended September 30, 1997 is not necessarily indicative of the results that can be expected for the Company's fiscal year ending June 30, 1998. PAGE 3 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS ASSETS SEPTEMBER 30, JUNE 30, 1997 1997 ------------ ------------ (Unaudited) (Unaudited) Current Assets: Cash and cash equivalents $ 80,263 $ 501,449 Accounts receivable 119,387 73,922 Accounts receivable - related party 1,200 2,237 Inventory 289,348 303,704 Prepaid expenses 58,129 91,320 ---------- ---------- Total Current Assets 548,327 972,632 ---------- ---------- Property and Equipment Land 59,000 59,000 Building and improvements 277,246 278,501 Equipment and vehicles 694,885 660,793 Furniture and fixtures 32,042 32,808 Less: accumulated depreciation (181,324) (150,627) ---------- ---------- 881,849 880,475 ---------- ---------- Other Assets: Patents 30,145 24,822 Deposits 854 4,414 Goodwill and technology 1,603,355 1,694,111 ---------- ---------- Total Other Assets 1,634,354 1,723,347 ---------- ---------- TOTAL ASSETS $3,064,530 $3,576,454 ========== ========== The accompanying notes are an integral part of these consolidated financial statements.PAGE 4 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED BALANCE SHEETS (Continued) LIABILITIES AND STOCKHOLDERS' EQUITY SEPTEMBER 30, JUNE 30, 1997 1997 ------------ ------------ (Unaudited) (Unaudited) Current Liabilities: Accounts payable $ 256,430 $ 69,077 Accounts payable - related parties 51,308 150,000 Accrued expenses 15,913 16,032 Line of credit 63,159 55,380 ---------- ---------- Total current liabilities 386,810 290,489 ---------- ---------- TOTAL LIABILITIES 386,810 290,489 Stockholder Equity: Preferred stock, par value $0.001, 5,000,000 shares authorized, 0 shares issued and outstanding - - Common stock, par value $0.001, 25,000,000 shares authorized, 3,297,248 and 4,561,748 shares issued and outstanding, respectively 3,297 4,562 Additional paid-in capital 5,367,826 5,582,811 Stock subscription receivable - (50,000) Currency transactions adjustment 8,385 2,984 Deficit accumulated during the development stage (2,701,788) (2,254,392) ---------- ---------- Total stockholders' equity 2,677,720 3,285,965 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,064,530 $3,576,454 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. 5 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Operations (Unaudited) From For the For the Inception on Three Months Three Months January 30, Ended Ended 1995 Through September 30, September 30, September 30, 1997 1996 1997 - ------------ ------------ ------------ NET SALES $ 106,058 $ - - $ 175,576 COST OF SALES 85,339 - - 133,221 ------------ - ------------ ------------ GROSS PROFIT 20,719 - - 42,355 ------------ - ------------ ------------ EXPENSES Consulting 38,070 - - 522,862 Payroll and payroll taxes 172,621 66,503 946,968 Depreciation and amortization 121,453 10,870 350,315 Bad debt expense - - - 21,112 Selling, general and administrative 134,423 48,293 907,181 ------------ - ------------ ------------ Total Expenses 466,567 126,296 2,748,438 ------------ - ------------ ------------ INCOME BEFORE OTHER INCOME (EXPENSES) (445,848) (126,296) (2,706,083) ------------ - ------------ ------------ OTHER INCOME (EXPENSES) Other income 442 - - 56,538 Interest income 2,197 1,717 31,618 Interest expense (4,187) (22,745) (80,199) Loss on disposition of assets - - - (3,662) ------------ - ------------ ------------ TOTAL OTHER INCOME (EXPENSES) (1,548) (21,028) 4,295 ------------ - ------------ ------------ NET LOSS $ (447,396) $ (147,324) $ (2,701,788) ============ ============ ============ NET LOSS PER SHARE $ (0.11) $ (0.04) ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES 3,932,248 3,943,677 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. PAGE 6 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Stockholders' Equity Deficit Accumulated Additional Currency Stock During the Common Stock Paid-in Translation Subscription Development Shares Amount Capital Adjustment Receivable Stage ---------- --------- --------- ----------- - ------------ ------------- 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) ---------- --------- ---------- ----------- - ------------ ------------ The accompanying notes are an integral part of these consolidated financial statements. PAGE 7 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Continued) Deficit Accumulated Additional Currency Stock During the Common Stock Paid-in Translation Subscription Development Shares Amount Capital Adjustment Receivable Stage ---------- --------- --------- ----------- - ------------ ------------- Balance, June 30, 1996 3,840,642 $ 3,841 $1,182,650 $ - $ 85,000 $ (844,720) Cancellation of common stock (34,977) (35) (209,827) - - - - Common stock issued for cash at $6.00 per share pursuant to public offering 344,083 344 2,064,154 - - - - Stock offering costs - - (307,509) - - - - Common stock issued in lieu of debt at $6.00 per share during November 1996 27,000 27 161,973 - - - - Common stock issued for cash at $6.00 per share during January 1997 155,000 155 929,845 - - - - Common stock issued to acquire UTI Chemicals (Europe) Limited at $7.75 per share 200,000 200 1,549,800 - - - - Common stock issued for services rendered at $6.125 per share during February 1997 15,000 15 91,860 - - - Common stock issued for services rendered at $7.99 per share during June 1997 15,000 15 119,865 - - - - Repayment of stock subscriptions receivable by providing services - - - - (40,000) - Interest accrual on stock subscription receivable - - - - - 5,000 - Currency translation adjustment - - - 2,984 - - Net loss for the year ended June 30, 1997 - - - - - - (1,409,672) ---------- --------- ---------- ---------- - ------------ ------------ Balance, June 30, 1997 $4,561,748 $ 4,562 $5,582,811 $ 2,984 $ 50,000 $ (2,254,392) ---------- --------- ---------- ---------- - ------------ ------------ The accompanying notes are an integral part of these consolidated financial statements. PAGE 8 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Continued) Deficit Accumulated Additional Currency Stock During the Common Stock Paid-in Translation Subscription Development Shares Amount Capital Adjustment Receivable Stage ---------- --------- --------- ----------- - ------------ ------------- Balance, June 30, 1997 $4,561,748 $ 4,562 $5,582,811 $ 2,984 $ 50,000 $ (2,254,392) Common Stock issued in July 1997 for services rendered by exercising stock option issued at $2.50 per share 5,500 5 13,745 - - - - Cancellation of common stock (1,270,000) (1,270) (228,730) - - - - Repayment of stock subscription receivable with cash - - - - (50,000) - Currency translation adjustment (unaudited) - - - 5,401 - - Net loss for the period ended September 30, 1997 (unaudited) - - - - - - (447,396) ______ ______ ______ ______ _______ _______ Balance at September 30, 1997 (Unaudited) $3,297,248 $ 3,297 $5,367,826 $ 8,385 $ - $(2,701,788) ========== ======= ========== ======= ======= ========= The accompanying notes are an integral part of these consolidated financial statements.PAGE 9 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited) From For the For the Inception on Three Months Three Months January 30, Ended Ended 1995 Through September 30, September 30, September 30, 1997 1996 1997 - ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (447,396) $ (147,324) $ (2,701,788) Adjustments to Reconcile Net (Loss) to Net Cash (Used) by Operating Activities: Depreciation and amortization 121,453 10,870 350,315 Currency Translation 5,401 - - 8,385 Bad debt expense - - - 21,112 Loss on disposition of assets - - - 3,662 Common stock issued for services 13,750 - - 355,505 Services provided in lieu of cash payment on subscriptions receivable - - - 75,000 Common stock issued in lieu of debt - - - 162,000 Changes in Assets and Liabilities: (Increase) decrease in accounts receivable (44,428) (3,868) (120,587) (Increase) decrease in inventory 14,356 - - (289,348) (Increase) decrease in prepaid expenses 33,191 2,783 (58,129) (Increase) decrease in other assets (1,763) (2,259) (30,999) Increase (decrease) in accounts payable and accrued expenses 187,234 (86,630) 272,343 Increase (decrease) in accounts payable - related parties (98,692) - - 51,308 ---------- - ---------- ------------ Net Cash (Used) by Operating Activities (216,894) (226,428) (1,901,221) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (32,071) (2,101) (915,293) Purchase of investments - - - (400,000) ------------ - ------------ ------------ Net Cash (Used) in Investing Activities $ (32,071) $ (2,101) $ (1,315,293) ------------ - ------------ ------------ The accompanying notes are an integral part of these consolidated financial statements. PAGE 10 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Continued) (Unaudited) From For the For the Inception on Three Months Three Months January 30, Ended Ended 1995 Through September 30, September 30, September 30, 1997 1996 1997 - ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from stock subscription receivable $ 50,000 $ - - $ 100,000 Repurchase of common stock (230,000) - - (439,862) Payment of stock offering costs - - - (387,380) Borrowing on line of credit 7,779 - - 63,159 Proceeds from notes payable - 110,000 962,838 Payments made on notes payable - (616,838) (962,838) Common stock issued for cash - 1,484,248 3,960,860 ------------ - ------------ ------------ Net Cash Provided (Used) by Financing Activities (172,221) 987,410 3,296,777 ------------ - ------------ ------------ NET INCREASE (DECREASE) IN CASH (421,186) 758,881 80,263 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 501,449 4,467 - ------------ - ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 80,263 $ 763,348 $ 80,263 ============ ============ ============ SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES CASH PAID FOR: Interest $ 4,187 $ 22,745 $ 80,199 Income taxes $ - $ - - $ - NON-CASH FINANCING ACTIVITIES Common stock issued for services rendered $ 13,750 $ - - $ 354,505 Common stock issued in lieu of debt $ - $ - - $ 162,000 Common stock issued for acquisition of subsidiary $ - $ - - $ 1,550,000 The accompanying notes are an integral part of these consolidated financial statements. PAGE 11 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) Notes to the Unaudited Consolidated Financial Statements September 30, 1997 and June 30, 1997 NOTE l- CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements have been prepared by the company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 1997 and for all periods presented have been made. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with general accepted accounting principles have been omitted or condensed. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 1997 audited financial statements. The results of operations for the periods ended September 30, 1997 and 1996 are not necessarily indicative of the operating results for the full year. NOTE 2- RELATED PARTY TRANSACTION On August 19, 1997 the Company entered into Agreements of Settlement and Mutual Release with two former officers and another employee of the Company. The Company agreed to pay a total of $317,525 and 1,270,000 shares of the Company's outstanding common stock were returned for cancellation. An aggregate of $117,525 was paid to the parties on the date the agreements were executed and the remaining $200,000 is being paid in twenty consecutive monthly payments. At September 30, 1997 the remaining balance is $180,000. NOTE 3- STOCK TRANSACTIONS Pursuant to the Agreements of Settlement and Mutual Release, the Company canceled 1,270,000 shares of its outstanding common stock during the quarter ended September 30, 1997. NOTE 8- STOCK OPTIONS OUTSTANDING The Company's Board of Directors has authorized a Non-Qualified Stock Option Plan that allows for the Company to issue options to purchase up to 35,000 shares of the Company's common stock that may be issued to consultants or others that provide professional services to the Company. The stock options have been valued at fair market value according to FAS 123, "Accounting for Stock-Based Compensation.") Stock option activity for the quarter ended September 30, 1997 consisted of the following: Number of Weighted Average Shares Price per Share --------- ---------------- Outstanding at June 30, 1997 20,000 $ 2.07 Granted during the quarter - - Exercised during the quarter ( 5,500) (2.50) --------- ---------------- Outstanding at September 30, 1997 14,500 $ 2.00 PAGE 12 AMERICAN TIRE CORPORATION AND SUBSIDIARY (A Development Stage Company) Notes to the Unaudited Consolidated Financial Statements September 30, 1997 and June 30, 1997 NOTE 4- STOCK OPTIONS OUTSTANDING (Continued) The 14,500 stock options outstanding at September 30, 1997 are summarized as follows: Date Number of Exercise Expiration Issued Options Price Date ------------------ ------------- ----------- ------------------ May 31, 1997 14,500 $2.00 May 31, 1999 NOTE 5- SUBSEQUENT EVENTS The Company entered into a Development Agreement on September 30, 1997, whereby an unrelated company shall provide the tire technology relating to shape and tread pattern and performance evaluation personnel and the Company shall provide the Urethane technology and personnel. If the result of the testing is positive and the parties hereto are interested in the joint commercialization of urethane tires, then the parties shall enter into a separate agreement covering said commercialization. On October 24, 1997 the Company borrowed $50,000 from a banking institution for working capital and equipment purchases. The loan has terms of interest at prime plus 3/4%. The Company's collateral given the banking institution is a first lien position in accounts receivable, inventory and equipment, and a first mortgage on its Ravenna real estate. The Company has received additional funds for use in its operations upon issuing promissory notes with a maturity date of six months. Interest is prepaid by issuing 5,000 shares of the Company's restricted common stock for each $50,000 amount borrowed. The principal amount of the Note is payable on the maturity date, subject to prepayment as set forth in the note. At the election of the Company, it may satisfy the entire obligation for the payment of the principal by issuance and delivery of one or more shares of Common Stock of the Company at the rate of one share of Common Stock for every $1.00 of outstanding principal amount of the Note. The following data summarizes amounts received. Face Number of Value of Date Amount Shares Issued Prepaid Maturity Issued Of Notes For Interest Interest Date - ------ -------- ------------- -------- -------- October 27, 1997 $150,000 15,000 $61,875 April 27, 1998 November 4, 1997 50,000 5,000 21,250 May 4, 1998 November 24, 1997 50,000 5,000 20,625 May 24, 1998 November 25, 1997 100,000 10,000 38,750 May 25, 1998 December 1, 1997 50,000 5,000 19,375 June 1, 1998 -------- ------ ------- Totals $400,000 40,000 $161,875 ======== ====== ======== The $ 161,875 cost of this additional financing will be amortized over the terms above. PAGE 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is engaged in the development and manufacturing of "flat-free" bicycle and other specialty tires which compete with the traditional pneumatic tires (i.e., tires with an inner tube or tubeless tires inflated with air). For purposes of this report, a comparison of the Company's operations for the interim period ended September 30, 1997 with the comparable interim period in the preceding year would not be helpful to the reader's understanding of the Company's operations in that the Company had nominal operations prior to the completion of its initial public offering in October 1996. The Company is in the development stage and has had an operating loss since inception of $(2,701,788). The Company has initiated commercial sales of its products with net sales of $106,058 during the three month period ended September 30, 1997, as opposed to no sales during the three month period ended September 30, 1996. A majority of the sales during the reporting period were attributed to the operations of UTI-UK. UTI-UK is a wholly owned subsidiary of the Company and is a distributor of low density foam bicycle, wheelchair and other specialty tires in the United Kingdom and Europe. UTI-UK distributes flat-free tires under the trade name "Urathon TM" in approximately 540 Michelin Tire Company owned ATS stores in England, Scotland and Wales. UTI also sells products in France, Denmark, Austria, the Netherlands and Germany through independent representatives and distributors. During the three months ended September 30, 1997, the Company had a net loss from operations of $(447,396) or approximately $(0.11) per share. The Company is currently operating at a loss of approximately $(100,000) per month and expects operating expenses to continue at such rate until such time as the Company begins to receive substantial revenues from the sale of its products. At September 30, 1997, the Company had current assets of $548,327, and current liabilities of $386,810, resulting in working capital of $161,517. The Company has limited working capital and limited internal financial resources and the report of the Company's auditor for the Company's fiscal year end at June 30, 1997, contained a going concern modification as to the ability of the Company to continue. During October 1997, the Company borrowed $50,000 from a banking institution for working capital and equipment purchases. The loan has terms of interest at prime plus 3/4%. The Company's collateral gives the banking institution is a first lien position in accounts receivable, inventory and equipment, and a first mortgage on the Company's real estate. During October 1997, the Company authorized the issuance of a series of promissory notes for the purpose of raising up to $1,000,000 for use in its operations (the "Notes"). The Notes have a maturity date of six months from the date of issue and interest on the Notes is to be prepaid by the Company issuing 5,000 shares of its restricted common stock for each $50,000 amount borrowed. At December 1, 1997, the Company had issued $400,000 in such Notes. The principal amount of the Notes is payable on the maturity date, subject to prepayment as set forth in the Note. At the election of the Company, it may satisfy the entire obligation for the payment of the principal by issuance and delivery of one or more shares of Common Stock at the rate of one share of Common Stock for every $1.00 of outstanding principal amount of the Note. (See "ITEM 1. Notes to the Unaudited Consolidated Financial Statements, Note 5.")PAGE 14 The Company's production equipment consists of several "centrifugal molding machines" and other related specialized manufacturing equipment to produce low density foam, flat-free tires. The Company has utilized substantial portions of its working capital to purchase molding machines and related production equipment and at September 30, 1997, the Company had $881,849 in property and equipment (net of accumulated depreciation). The Company is currently utilizing proceeds from the Notes to acquire additional pouring equipment for producing shell elastomer flat-free tires and to complete a sufficient quantity of production molds to produce those tires. The Company expects to be in production of low density foam bicycle tires (26" x 1.95" and 26" x 1.75") by the end of January 1998; and shell elastomer bicycle tires (20" x 1.95") by the middle of February 1998. In addition, the Company is producing a low density foam tire for the front deck of riding lawn mowers and has developed for testing a shell elastomer rear tire which the Company expects to be producing during the Spring of 1998. Until the Company begins to receive substantial proceeds from the sale of its products to meet operational needs, the Company will be relying on the proceeds from the issuance of the Notes or other debt or equity financing that may be available to meet operating requirements for the fiscal year ending June 30, 1998. 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 ending June 30, 1998. However, as financial resources are available to justify such expenditures, the Company will continue development of the Company's shell elastomer tire concepts. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. PAGE 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS. EXHIBIT NO. DESCRIPTION - ------- ----------- 27 Financial Data Schedule (b) REPORTS ON FORM 8-K. On August 19, 1997, the Company filed a Current Report on Form 8-K, under Item 5. regarding the resolution of the Company's dispute with Dennis S. Chrobak, a former officer, director and principal shareholder of the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN TIRE CORPORATION [Registrant] Dated: December 16, 1997 /S/DAVID K. GRIFFITHS ----------------------------------- Principal Accounting Officer