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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A2
(This refers to the original Form 10KSB that was
filed with the SEC on 07/31/2001)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
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RECYCLING CENTERS OF AMERICA, INC.
(Name of Small Business Issuer as specified in its Charter)
Colorado 84-0703717
(State of Incorporation) (IRS Employer ID No.)
23832 Rockfield Boulevard, Suite 275
Lake Forest, California 92630
(Address of Principal Executive Offices)
(949) 609-0590
(Registrant's Telephone Number)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
8,665,920 Common shares $0.01 Par Value
Check whether the issuer (1) 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______.
Check if there is no 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 the 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. [ ].
State issuers's revenues for its most recent fiscal year: $466,936
State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which stock was sold, or the
average bid and asked prices of such stock, as of a specified date within the
past 60 days: As of June 30, 2000, $3,298,698 (based on 7,818,673 shares held
by non-affiliates and computed by reference to the average closing bid and
asked prices of the Common Stock).
The registrant had 8,665,920 shares of its $.01 par value common stock
issued and outstanding as of June 30, 2000.
The number of sequentially numbered pages in this document: _13_
Documents Incorporated by Reference: See Part III Item 13.
TABLE OF CONTENTS
PAGE
PART I
ITEM 1 DESCRIPTION OF BUSINESS ........................................ 01
ITEM 2 DESCRIPTION OF PROPERTY ........................................ 02
ITEM 3 LEGAL PROCEEDINGS .............................................. 03
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............ 04
PART II
ITEM 5 MARKET OF COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ........ 05
ITEM 6 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTSN OF OPERATIONS ................... 06
ITEM 7 FINANCIAL STATEMENTS ........................................... 07
ITEM 8 CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE .................... 08
PART III
ITEM 9 MANAGEMENT OF THE COMPANY; COMPLIANCE WITH
SECTION 16(a) .......................................... 08
ITEM 10 EXECUTIVE COMPENSATION ......................................... 09
ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT ......... 10
ITEM 12 CERTAIN RELATIO SHIPS AND RELATED TRANSACTIONS ................. 11
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K ............................... 12
SIGNATURES.............................................................. 13
F-1
PART I
ITEM 1: DESCRIPTION OF BUSINESS
I. INTRODUCTION
Recycling Centers of America, Inc., a Colorado corporation (referred
to herein as "We" or the "Company" or the "Registrant") , is a development
stage company with no significant operating results to date, which is engaged
in the business of the engineering, design, marketing, sales, construction and
servicing of waste stream processing and recycling equipment.
Recycling Centers of America, Inc., is a Colorado corporation,
originally formed in 1976 under the name Vac-Tec Systems, Inc., and
reorganized as a public shell corporation without significant assets in early
1997, after We ceased operations in the glass vacuum coating business.
In November of 1997, a merger transaction with Aquadynamic
Technologies, Inc. ("ATI"), was completed, and ATI, a Minnesota corporation,
became a wholly-owned subsidiary of ours. ATI had no operations of its own
prior to this merger, but conducted business through two wholly-owned
subsidiaries, Aquatek, Inc. ("AQT") and Wil-Flow, Inc. ("WFI"). WFI on March
8, 1999, was dissolved as a result of the settlement of a lawsuit between
Registrant and Jack Williams, the former owner and President of WFI. Under
the terms of the lawsuit settlement, WFI assigned certain technology and
patents originally developed for it by Williams back to Williams and paid
Williams a fee of $37,500, in exchange for Williams' release of all claims
alleged against the Registrant by Williams. In July of 2000, Aquatek, Inc.,
which provided engineering services to wastewater treatment and potable water
treatment facilities, was sold back to its management for a cash purchase
price of $57,500.
In November of 1997, We entered into a joint venture agreement with
Oil Re-Refining Company ("ORRCO"), an Oregon corporation in order to enter the
re-refining industry, under the joint venture name of Energy & Material
Recovery. As management became more familiar with the oil re-refining
business, it determined that the environmental risks and licensing
requirements of the industry made it a far less attractive industry in which
to operate than initially anticipated. As a result, management decided to and
did terminate the oil re-refining joint venture in October of 1999, and We no
longer have activities in this industry.
As a result of negotiations with Brody Special Projects, Inc., in
December of 1999, We acquired all of the assets and business of Brody Special
Projects, Inc. We were introduced to Brody Special Projects by New Logic
International, the manufacturer of the VSEP(tm) filtration technology
previously marketed by us. Brody operated a VSEP(tm) test facility based in
Salt Lake City, Utah where many of the testing samples were analyzed. New
Logic International, at that time, worked with Brody Special Projects under a
marketing and sales agreement. This Agreement was non-transferable from Brody
to RCAI. Brody also held an agreement with Pall Filter Corp. for their
patented PALLSEP(tm) filtration technology that we currently market and sell..
In June of 1999, we acquired all the assets of a business conducted by
Bruce Selk. Mr. Selk was originally approached by us as an individual
operating his own company under the fictitious name, "Sierra Technologies".
Mr. Selk's company had a potential customer base for the sale of the VSEP(tm)
filtration technology to the chemical and petroleum industries. He was
introduced to us through Energy & Material Recovery, Inc., at that time a
company owned 50% by us. As our interest in the VSEP(tm) technology grew
stronger and management could see a viable marketing opportunity, we hired Mr.
Selk to introduce us to his potential customer base, and we agreed to acquire
Mr. Selk's business. There was no pre-existing affiliation, and the parties
dealt at arms' length with their negotiation of the terms for acquisition of
Mr. Selk's business.
Under the informal agreement with Mr. Selk, the Registrant assumed all
of the liabilities of Sierra Technologies $(82,805), and was assigned all of
its business assets, $64,588, including its accounts receivable and its base
of customer accounts for brokered chemicals. The business customers acquired
included Newalta Corp., Great Western Chemical, Hci Holchem, Molex Company,
MIH International Pacific Epoxy Polymer, Destara Chemical, Tosco, Recycle
Reuse and Mid America Distillations.
There was no pre-existing relationship other than arms' length
business transactions between us and Mr. Selk or Brody Special Projects, Inc.
prior to our acquisitions.
II. BUSINESS
Our primary business at this date is the engineering, design,
marketing, sales, construction and servicing of waste stream processing and
recycling equipment.
We have obtained a License from Pall Filter Corp. to market and sell,
and currently markets and sells Pallsep(tm) Vibrating Membrane Treatment
Filters to the dairy industry, the food industry, the beverage industry, and
the pharmaceutical industry.
(a) PRODUCTS AND SERVICES
(i) Pallsep(tm) We market, sell and act as a general contractor to
install membrane systems manufactured by Pall Filter Corp. and patented
membrane type filtration systems, under the trade name Pallsep(tm). These
systems filter out solids suspended in various liquid streams generated by
various manufacturing processes. Applications for the V*SEP( system and
Pallsep(tm) system range through industries where efficient and rapid
processing of wastewater and product streams is required. Pallsep(tm) Systems
compete with evaporators, biological systems, crosflow filters and
centrifuges. Management believes the advantages of Pall-SEP(tm) over its
competitors are as follows:
Filtration rates 10 x that of its competitors
Incorporated Self-cleaning and anti-fouling characteristics
Achieves high solids removal
High efficiency (99% energy conversion)
Dependability (self-repairing with only two moving parts)
Compact design
Low capital and operating costs
(ii) Pall-SEP(tm) Filtration. The Pall-SEP(tm) filtration system
is designed for use in the food processing and pharmaceutical industries. It
is manufactured by Pall Filter Corporation.
We have a non-exclusive license to sell Pall-SEP(tm) Filtration
Systems in the Western Hemisphere to the following specified markets as part
of integrated systems: Food, Dairy, Beverage, Pharmaceutical, Biotech and
Cosmetic Markets.
For the fiscal year ended June 30, 2000, this business accounted for
approximately 50% of our revenues.
(b) MARKETING AND SALES
Our marketing program includes the development of compliance data,
sales materials, plant tours and daily phone leads. Compliance Data is data
performance We generated from on-site pilot testing. This data specifically
shows influent characteristics prior to the filtration process and effluent
data after the filtration process. We also utilize three sales
representatives nationwide, who operate under contract to assist us in
locating prospective customers.
This is a two-step project. Step one - sale of unit, ancillary
equipment and engineering services. Step two - installation of unit along
with ancillary equipment. We began marketing the VSEP(tm)/PALLSEP(tm)
technologies in June of 1999. We have completed the sale of one Pallsep(tm)
Membrane Filtration unit to Dairy Farmers of America (DFA). The application
of this unit is in treatment of wastewater to a milk condensing plant. This
wastewater stream was a high BOD (biochemical oxygen demand) stream. The high
BOD is the result of some milk being generated as a waste in the process and
being released as discharge to the city wastewater plant. The use of this
technology allows the capture of those milk byproducts from the water, thereby
reducing the BOD. The treated water is then released to the city wastewater
facility.
The marketing of this technology is a sophisticated sale. The
equipment is typically a capital cost item, and at many companies may need to
go through a yearly capital costing budget process. Making a sale typically
requires on-site testing at the customer's operating facility and specific
testing of a number of different membranes tested under an assortment of
operating parameters.
We have been conducting on-site tests at Leprino Foods in Colorado
which has led to the sale of one PallSep(tm) unit. This customer is a
manufacturer of mozzarella cheese in the U.S.
We also have ongoing testing at facilities operated by Safeway (ice
cream plant); Daisy Brand (yogurt); West Farm Foods (milk processing); Dean
foods (caustic wash recovery); Agrawaste (animal waste treatment); Slim Fast
(beverage) Membrane Systems Specialists (dairy).
We have signed an Agreement with Membrane System Specialists, Inc.
("MSS"), designated as a Strategic Alliance Agreement, whereby MSS will be
selling PallSep(tm) Filter Systems, through us, at a markup over our costs
expected to be 15%.
(c) COMPETITION
Our primary competitors is the manufacturer Pall Filter Corp., who
markets their system directly to users, as well as through OEMs such as us.
More generally, we compete with numerous other companies who have
competing technologies, many of whom are larger, with greater financial
resources and larger organizations.
Competition in this industry focuses on price, quality, features,
performance, specialization, expertise, reliability, technology, customer
relationships, marketing, advertising, sales, publicity, distribution, serving
particular market niches, and appealing to particular consumers.
(d) RAW MATERIALS
Our filters are manufactured with off the shelf components available
from many sources, with the exception of the membranes themselves and the
patented vibrating mechanisms, which are proprietary to Pall.
Pall Filter Corp. manufactures its own filters, and we are dependent
on them for purchase of the technology and for production of the membranes.
(e) DEPENDENCE ON A FEW MAJOR CUSTOMERS
We have in process over five jobs, two of which are for installation,
and three of which are for testing, and is in the process of bidding on
thirteen additional jobs, for installation of filtration systems products.
There is no single customer that currently or in the future is
expected to dominate our business.
(f) PATENTS, TRADEMARKS, LICENSES, ETC.
(i) PATENTS AND TRADEMARKS
We have no patents and no trademarks.
(ii) LICENSE OF TECHNOLOGY
In June of 1999, our predecessor, Brody Special Projects Company, a
Utah corporation ("Brody"), entered into an OEM Agreement with Pall Filtron,
Inc. ('Pall"), having a three year terms, and covering various proprietary
filtration products manufactured by Pall. Pursuant to this Agreement, Pall
granted Brody a nontransferable license to integrate, market, sell, install
and support Pall's proprietary filtration products, as an integrated system
only, on a nonexclusive basis, limited to certain specified markets and
certain specified territories.
The markets are fixed as the food, beverage, dairies, pharmaceutical,
biotech and cosmetics applications, including intermediates and wastewaters
resulting from their processing. Drinking water is excluded from the defined
market. The specified territory is the Western Hemisphere, consisting of
North, Central and South America.
The system must be sold in a configuration which includes a feed pump,
piping and valves and an integrated control system. Brody is specifically
precluded from selling the Pall filtration products without integrating the
products into a system.
Pall is permitted under the contract to compete with Brody, and market
its products direct in the designated markets and territory. Brody is
assigned the responsibilities under the contract to run samples and field
trials, purchase membranes at discount for certain systems, and design and
specify and quote prices for purchase and installation of an integrated system
using the filtration products.
The assets of Brody were acquired by us in December of 1999, including
an assignment of Brody's rights under this Pall OEM Agreement. Subsequently,
in December of 1999, Pall approved the assignment of Brody's rights under the
Pall OEM Agreement to us.
Brody also had a License Agreement to sell VSEP(tm) filtration systems
manufactured by New Logic. However, New Logic declined to grant the required
consent in order for Brody to transfer this License to us. As a result, we no
longer market and sell the VSEP(tm) products.
(g) GOVERNMENT REGULATION
There are certain FDA (Food and Drug Administration) regulations which
regulate the installation and operation of our Filtration Systems, primarily
in the food industry. Our filtration manufacturer, Pall Corp. is responsible
for compliance with these regulations, and we have not assumed any
responsibility or liability for compliance. However, we remain subject to
the risk that claims could be asserted against it based upon liability
associated with filtrating systems which it has sold.
(h) AFTER MARKET SALES RESPONSIBILITY
Pall provides the customer with a one year equpment warranty that the
equipment will be free from defects in material and workmanship and
substantially conform to the specifications and user documentation provided by
Pall. We have no responsibility with respect to these warranties, which are
provided in full by the manufacturer.
(i) RESEARCH AND DEVELOPMENT
The technology sold by us is in the early stages of market acceptance.
As a result, in order to accomplish a sale, a customer will typically require
a significant research and development effort, in the form of testing and
trials of different types of membranes and differing operating parameters.
These costs are funded in part by us, and expensed as sales expense. To date
we have expended $30,000 in research and development costs in an effort to
develop sales of the filtration systems.
In addition, there are many undiscovered applications for the
PallSep(tm) system that are currently being explored by us through onsite
pilot testing. These specific tests determine the feasibility of the
prospective project and allow our engineers to select specific operating
parameters and a selection of usable membranes. This information is used in
preparing sales proposals for the customer's consideration. Typically, we
charge $4,750 per week for onsite testing. Each proposal for onsite testing
is negotiated with the customer on a case by case basis.
(j) COMPLIANCE WITH ENVIRONMENTAL LAWS
We, including our wholly-owned subsidiary are not responsible for
systems (PALLSEP(tm)) that do not meet specific environmental discharge
standards.
(k) EMPLOYEES
We have four full time employees, including two located in California,
one located in Utah, and one located in Colorado.
F-2
ITEM 2. DESCRIPTION OF PROPERTY
FACILITIES
The Company maintains corporate offices in Lake Forest, California, in
a 900 square foot facility, under a 36 month lease, expiring in April, 2002,
at a rent of $1533 per month.
The Company maintains a shop and office facility in Linden, Utah, in a
1000 square foot facility, under a 36 month lease, expiring in January, 2002,
at a rent of $475 per month.
F-3
ITEM 3. LEGAL PROCEEDINGS
There is no litigation outstanding, and management is not aware of any
potential claims which might be asserted.
F-4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to Report.
F-5
PART II
ITEM 5. MARKET OF COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock trades over-the-counter in the Pink Sheets
under the symbol "RCAI". The closing sales price as of March 1, 2001, was
$0.70.
Set forth below is the high and low bid information for the Company's
Common Stock for each full quarterly period within the two most recent fiscal
years.
High Low High Low
Period Bid Bid Ask Ask
3rd Quarter 2000/2001 1.4375 0.75 1.5625 1.002nd
2nd Quarter 2000/2001 0.58 0.27 0.79 0.35
1st Quarter 2000/2001 0.80 0.51 1.00 0.75
4th Quarter 1999/2000 1.2500 0.3125 1.3750 0.5313
3rd Quarter 1999/2000 0.7500 0.2500 1.0000 0.3125
2nd Quarter 1999/2000 0.9375 0.8125 1.4375 1.4375
1st Quarter 1999/2000 1.9375 0.5313 2.1875 0.9375
4th Quarter 1998/1999 0.8750 0.2500 1.0625 0.4375
3rd Quarter 1998/1999 1.00 0.5625 1.0625 0.75
2nd Quarter 1998/1999 1.75 0.6875 2.125 1.00
1st Quarter 1998/1999 2.3125 0.3125 2.50 1.0625
At March 1, 2001, the Company had approximately 610
Shareholders of record.
The Company has not paid a dividend since its incorporation, and
management does not anticipate the Company will pay dividends in the near
future.
The authorized capital stock of Recycling Centers of America, Inc.,
consists of 75,000,000 shares of common stock, $0.01 par value, and 100,000
shares of preferred stock, par value $1.00 per share. The Articles of
Incorporation authorize the Company's Board of Directors to establish by
resolution different classes or series of the undesignated shares and to fix
the relative rights and preferences of such shares in any class or series.
Under Colorado law, no further action by the Company's shareholders is
necessary and only the action of the Board of Directors is required to
authorize the issuance of any undesignated shares. There is currently no
Preferred Stock outstanding.
COMMON STOCK
As of June 30, 2000, there were 8,665,920 shares of Common Stock
outstanding and held of record by 602 stockholders. The holders of Common
Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of the holders of Capital Stock. Holders of Common Stock
are entitled to receive ratably such dividends as may be declared by the Board
of Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preference of any preferred stock that might
be issued in the future. Holders of Common Stock have no preemptive or
subscription rights, and there are no redemption or conversion rights with
respect to such shares. All outstanding shares of Common Stock are fully paid
and nonassessable.
This summary of certain provisions of the Common Stock of the Company
is subject to, and qualified in its entirety by the Company's Articles of
Incorporation, as amended, and its Bylaws (which documents are available and
will be supplied upon request).
The Company has outstanding $315,858 in Convertible Debentures,
bearing interest at 10% per annum, all due and payable June 2000, and
convertible at any time prior to maturity at a conversion price of $0.65 per
share.
WARRANTS
The Company has 222,670 Warrants outstanding to acquire 222,670 Shares
of its Common Stock, at a warrant exercise price of $3.50 per share. These
warrants expire on June 14, 2000.
F-6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
JUNE 30, 2000 AND 1999
OVERVIEW
During the last two fiscal years ending June 30, 2000 and 1999, the
Company has unsuccessfully attempted to form a group of operating companies
that were to offer the marketing and advanced technologies to become the
leader in the recycling of liquid wastes. The results of operations reflect
the significant costs associated with the unsuccessful ventures including Wil-
Flow, Inc. and Energy & Material Recovery, Inc. (EMRI) In addition, in July
2000 the Company sold Aquatek, a wholly owned subsidiary providing engineering
consulting to its management. Also in September 2000 the Company's Chief
Executive Officer resigned and took with him his relationship based brokered
chemical business.
Even with these set backs the Company has begun to capitalize on the
development of market opportunities for the VSEP(tm) and PALLSEP(tm)
technologies. In December 1999 Brody Special Projects Company (Brody) was
purchased. Brody holds the marketing rights from Pall Filter Corp. to supply
advanced filtration technology to be used to decontaminate liquid wastes. Two
key marketing and technical personnel of Brody were hired by the Company to
forward key projects in the Dairy Industry. The Company has begun to place
various systems in the Dairy Industry and anticipates that with successful
results of these units that additional units will be ordered by Leprino Foods
and Dairy Farmers of America. Also Slim Fast has expressed an interest to
order recycling units to assist them in waste water discharge problems.
The Company management has taken steps to reduce its operating
expenses. Management has taken wage reductions, lease commitments have been
consolidated and decreased and the overall posture of management has been to
focus on key revenue producing projects. The report of our outside accountants
accompany our Financial Statements included in this Registration Statement,
contains the following qualification:
"The Company has no equity and has no significant operating results to date
and together raise substantial doubt about the Company's ability to continue
as a going concern".
STATEMENT OF OPERATIONS
The Company has incurred net losses of $1,233,387 for the fiscal year
ended June 30, 2000 as compared to a net loss of $796,916 for the fiscal year
ended June 30, 1999. The losses for the fiscal year ended June 30, 1999 can be
primarily attributed to significant costs incurred from the termination of
the joint venture with EMRI in October 1999. Approximately $350,000 of the
loss in fiscal year 1999 can be attributed to the dissolution of EMRI . The
losses for the fiscal year ended June 2000 are a direct result of the fact
that the revenues from the sale of recycling equipment have not been
sufficient to cover the Company's operating expenses. In addition, the Company
incurred significant costs of raising investor capital of $228,958 and the
purchase price of Brody of $238,028 was written off during the fiscal year.
The Company realized the majority of its revenues for the fiscal year
ending June 30, 1999 of $685,360 from Aquatek, Inc., a wholly owned
subsidiary which specializes in automated process control systems for
wastewater treatment applications. As mentioned previously this subsidiary was
sold to its management in July 2000. The revenues for the fiscal year ending
June 30, 2000 have been primarily from the sale of recycling equipment to
Dairy Farmers of America of $198,000 and Chemical sales of $253,031.
The Cost of Goods Sold represents thirty percent (30 %) of sales for
fiscal year ending June 30, 2000 as compared to forty two percent (42 %) as of
June 30, 1999. The Costs of Goods are not consistent between years as a result
of the varying sales generated in any given year; in 1999 there was only
contract revenue from engineering services and in 2000 there was the sale of
recycling equipment and chemical sales. Chemical sales historically have lower
margins; twenty to thirty percent.
Operating expenses consist primarily of general and administrative
expenses. For the fiscal year ended June 30, 2000 operating expenses totaled
$1,127,850 as compared to $945,242 for the fiscal year ended June 30, 1999.
This increase in operating expenses between years of $182,608 can be primarily
attributed to the write-off of the Accounts Receivable from Aquatek of $95,000
and the increased costs of raising funds from investors of approximately
$100,000. There were also increases of expenses relating to the marketing of
the recycling equipment of approximately $70,000. These increases from
partially offset by decrease in Wages of approximately $100,000. This decrease
was caused by a voluntary reduction in Wages of management of approximately
ten percent (10 %).
Interest expense and other finance charges decreased from $17,438 for
the fiscal year ended June 30, 1999 to $7,454 for the fiscal year ended June
30, 2000. The decrease between years can be attributed to the payment of the
Notes from the dissolution of Wil-Flow, Inc. during 2000. During the fiscal
year ended June 30, 2000 the Company wrote-off the purchase price of Brody
which amounted to $238,028.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000 the Company had cash and cash equivalents of $5,571 as
compared to cash and cash equivalents of $109,958 as of June 30, 1999. At June
30, 2000, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of $488,325 as compared to a
working capital deficit (total current liabilities in excess of total current
assets) of $72,865 as of June 30, 1999. The decrease in working capital in
2000 is due to the purchase of recycling equipment from Pall Filter and the
solicitation of funds from investors in the form of Convertible Debentures.
The principal use of cash for the fiscal year ended June 30, 2000 and 1999 was
to fund the net loss from operations. The Company through a 506 D Offering has
solicited investment funds of $315,858 from the issuance of Convertible
Debentures. In addition, during this period the Company obtained $906,131 from
the issuance of common stock. The Company raised a total of $669,984 in the
fiscal year ended June 30, 1999 from the issuance of common stock and
$129,500 from shareholder loans to fund the loss from operations.
The management of the Company has committed to covering the operating expenses
of the Company until adequate sales are generated. It is anticipated that the
Company will become profitable and begin to generate sufficient cash flow to
meet its monthly operating expenses by December 2001. In October 1999, the
Company through a Private Placement Memorandum in accordance with SEC
Regulation 504 D, began to raise one million dollars in equity capital. In
June 2000 the Company began soliciting $10.0 million in accordance with SEC
Regulation 506 D in the form of a convertible debentures. There is no
assurance that this effort will be successful or that enough capital will be
brought into the business. The Company's monthly operating expenses currently
average approximately $75,000 per month.
F-7
ITEM 7. FINANCIAL STATEMENTS
PART F/S FINANCIAL STATEMENTS
CONTENTS
JUNE 30 2000 & 1999
Independent Auditors' Report ............................................. F-2
Balance Sheets ........................................................... F-3
Statement of Operations .................................................. F-4
Statements of Stockholders' Equity (Deficit) ............................. F-5
Statements of Cash Flows ................................................. F-6
Notes to the Financial Statements ........................................ F-7
F-2
INDEPENDENT AUDITORS' REPORT
To the Board of Directors Recycling Centers of America, Inc.
We have audited the accompanying balance sheets of Recycling Centers of
America, Inc. and Subsidiaries as of June 30, 2000 and 1999 and the related
statements of operations, stockholder's equity (deficit) and cash flows for the
years then ended 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 Recycling Centers of America,
Inc. and Subsidiaries as of June 30, 2000 and 1999 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note L to the
financial statements, the Company has no equity and has no significant
operating results to date that together raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note L. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Stuart Rubin
------------
Stuart Rubin, CPA
Westlake Village, California
February 15, 2001
F-3
RECYCLING CENTERS OF AMERICA, INC.
Balance Sheets
June 30,
2000 1999
ASSETS
Cash and cash equivalents 5,571 109,958
Accounts receivable, net 146,405 159,229
Inventory 47,734 -
Total Current Assets 199,710 269,187
Equipment, net 139,160 29,390
Other Assets 9,893 9,673
TOTAL ASSETS 348,763 308,250
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable 125,826 162,449
Contract payable 62,266 168,221
Note payable 120,316 10,034
Taxes payable 63,769 1,348
Convertible debentures 315,858 -
Total current liabilities 688,035 342,052
Long-term notes payable 124,626 -
Loans from officers and shareholders 102,160 205,000
TOTAL LIABILITES 914,821 547,052
Common stock; 75,000,000 authorized of $.01 par value,
8,665,920 and 5,066,677 shares issued and outstanding
as of June 30, 2000 and 1999 respectively 3,151,309 2,230,178
Less: common stock in treasury of 1,500,000 shares (15,000)
Preferred stock 380 380
Retained earnings (2,469,360) (1,672,444)
Net income (1,233,387) (796,916)
Total stockholders' equity (566,058) (238,802)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 348,763 308,250
The accompanying notes are an integral part of these financial statements
F-4
RECYCLING CENTERS OF AMERICA, INC.
Statements of Operations
For the Years Ended June 30,
2000 1999
REVENUES
Contract income 213,905 685,360
Chemical sales 253,031 -
466,936 685,360
Cost of sales 326,991 396,832
Gross Profit 139,945 288,528
OPERATING EXPENSES
Wages and payroll taxes 569,695 675,864
Office expenses 80,756 95,123
Bad debt expense 96,064 4,000
Professional fees 228,958 90,801
Stock transfer fees 8,128 12,785
Travel expenses 27,240 11,909
Marketing expenses 24,737 11,218
Depreciation expense 15,250 3,160
Insurance 25,443 18,997
Auto expense 25,914 13,599
Engineering expenses 24,875 52
Dues and subscriptions 790 7,734
Total operating expenses 1,127,850 945,242
OTHER EXPENSE
Interest expense 7,454 17,438
Dissolution of Wil-Flow, Note I - 122,764
Brody Investment 238,028 -
Total other expense 245,482 140,202
NET LOSS (1,233,387) (796,916)
LOSS PER SHARE (0.14) (0.19)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 8,665,920 4,263,399
The accompanying notes are an integral part of these financial statements
F-5
RECYCLING CENTERS OF AMERICA, INC.
Statements of Stockholders' Equity (Deficit)
Total
Common Stock Preferred Stock Accumulated Stockholders
Shares Amount Shares Amount Deficit Deficit
Balance June 30, 1998 3,460,120 1,560,194 52,902 380 (2,030,111) (469,537)
Issuance of Common Stock 1,606,557 669,984 - - - 669,984
Foregiveness of Wil-flow Note Payable - - - - 357,667 357,667
Net loss for the year ended
June 30, 1999 - - - - (796,916) (796,916)
--------- --------- ------- ------ ---------- ----------
Balance June 30, 1999 5,066,677 2,230,178 52,902 380 (2,469,360) (238,802)
Conversion of Debt to Common Stock 161,221 161,221 - - - 161,221
Issuance of Common Stock 4,938,022 759,910 - - - 759,910
Common Stock Placed in Treasury (1,500,000) (15,000) - - - (15,000)
Net loss for the year ended
June 30, 2000 - - - - (1,233,387) (1,233,387)
--------- --------- ------- ------ ---------- ----------
Balance June 30, 2000 8,665,920 3,136,309 52,902 380 (3,702,747) (566,058)
--------- --------- ------- ------ ---------- ----------
F-6
RECYCLING CENTERS OF AMERICA, INC.
Statements of Cash Flow
For the Years Ended June 30,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) (1,233,387) (796,916)
Adjustments to reconcile net
income (loss) to net cash:
Depreciation 15,250 3,160
Loss on disposition of equipment (22,576) (55,242)
Changes in assets and liabilities:
(Increase) decrease in accounts receivables 12,824 (98,723)
(Increase) decrease in inventory (47,734) 29,000
(Increase) decrease in other assets (220) 8,382
Increase (decrease) in accounts payable and
other current liabilities 30,125 55,441
Net Cash Provided (Used) by
Operating Activities (1,245,718) (854,898)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of test equipment (102,444) -
Wil-Flow Settlement - 85,261
Net Cash Provided (Used) by
Investing Activities (102,444) 85,261
CASH FLOWS FROM FINANCING
ACTIVITIES
Pall financing of equipment sales 124,626 -
Proceeds from convertible debentures 315,858 -
Proceeds from shareholder loans (102,840) 129,500
Conversion of management contract to equity 161,221 -
Common stock issued for cash 744,910 669,984
Net Cash Provided (Used) by
Financing Activities 1,243,775 799,484
NET INCREASE (DECREASE) IN CASH (104,387) 29,847
CASH AT THE BEGINNING OF PERIOD 109,958 80,111
CASH AT END OF PERIOD 5,571 109,958
The accompanying notes are an integral part of these financial statements
F-7
RECYCLING CENTERS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and 1999
NOTE A - COMPANY BACKGROUND
Recycling Centers of America, Inc. (RCAI), is a Colorado corporation,
originally formed in 1976. RCAI as of June 30, 1998 was comprised of three
companies Aquadynamic Technologies, Inc. (ATI), and its subsidiaries Aquatek,
Inc. and Wil-Flow, Inc. Wil-flow, Inc., on March 8, 1999, became non
operational and the patents on the technology were returned to its former owner
and president as a result of the resolution of a lawsuit between the parties.
On June 1, 1999 ATI acquired Sierra Technologies, Inc.
ATI markets its products and services through its two distinct wholly owned
subsidiaries. Aquateck, Inc. was organized and incorporated in 1995 to engage
in providing comprehensive contract engineering services for automated process
control systems. It's primary emphasis has been focused toward offering its
broad engineering expertise to the domestic and foreign wastewater treatment
industries. In July 2000, Aquatek, Inc. was sold back to its management. Wil-
Flow, Inc. became a subsidiary of ATI in January of 1996 and was a technology
company specializing in the design and fabrication of sludge dewatering
equipment for the municipal and industrial markets.
Sierra's main business is the purchasing, treatment and brokerage of chemical
and petroleum products throughout North America.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the Company's significant accounting policies consistently applied
in the preparation of the accompanying consolidated financial statements
follows:
1. Principles of Consolidation
The consolidated financial statements include the accounts of Aquadynamic
Technologies, Inc.,its wholly owed subsidiaries Aquatek, Inc. and Wil-Flow,
Inc. and Sierra Technologies, Inc. The financial statements of Aquatek, Inc. as
of June 30, 2000 were not included as the Company was sold back to its
management in Recycling Centers of America, Inc.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
July 2000. All material intercompany balances and transactions including
investments in subsidiaries have been eliminated.
The revenues in fiscal year 1999 were generated from the consulting services of
Aquatek. These revenues were recorded when the consulting services were
provided. The revenues in fiscal year 2000 were generated from the sale of
waste water recycling equipment and chemical sales by Aquadynamic Technologies,
Inc. Revenue is recognized on the sale of equipment after the equipment is
functioning in accordance with the customer purchase order. In these instances,
the customer specifies throughput levels (volumes) and other processing
criteria that must be achieved. Revenue for Chemical sales are recorded when
the chemicals are delivered to the customer.
2. Using Estimates
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reporting period. Actual results could
differ from those estimates.
3. Depreciation and Amortization
Depreciation and amortization are provided in amounts sufficient to relate the
cost of depreciable to operations over their estimated service lives as defined
below.
Transportation Equipment 3-5 years
Office Furniture and Fixtures 5-7 years
Machinery and Equipment 3-10 years
The straight-line method of depreciation is used for substantially all assets
for financial reporting purposes.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
4. Income Taxes
The Company and its wholly owned subsidiaries are organized as
C-corporations.
The Company does not file consolidated tax returns and the subsidiary
Companies have not filed tax returns since 1998. The Company accounts for
income taxes under Statement of Financial Accounting Standards No. 109 (SFAS
109). SFAS 109 is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected future tax consequences
of events that have been recognized in the Company's financial statements of
tax returns. In estimating future tax consequences SFAS 109 generally considers
all expected future events other than enactments of changes in tax law or
rates.
There has been no provision for income taxes as current and
previous operations of the Company have resulted in taxable losses.
There is no determinable benefit of these net operating losses of
$3,702,747 as of June 30, 2000 which can be carried forward for 15
years because of the significant losses incurred by the Companies.
5. Fair Value of Financial Instruments
The carrying amount of cash, accounts and notes receivable,
lines of credit, and other liabilities due in less than one year
approximated fair value as of June 30, 2000 and 1999 due to the
relatively short maturity of these instruments.
The carrying value of long-term liabilities approximated fair
value as of June 30, 2000 and 1999 based on the current rates offered
to the Company for similar debt of the same remaining maturities.
6. Segment Reporting
The Company's wholly owned domestic subsidiary, Aquatek, Inc.,
which provides consulting services to Cass Industries, has generated
all the revenue for fiscal year 1999. These consulting services
generated a profit of $43,096 in 1999. The revenues in fiscal 2000
were generated from chemical sales and sales of recycling equipment to
the dairy industry. All sales were within the United States.
7. Recent Accounting Pronouncements
The Recent Accounting Pronouncements including SFAS 133 do not have
any applicability to the Company's current and future operations.
NOTE C - ACCOUNTS RECEIVABLE
All accounts Receivable are trade related. These receivables
are current and collection is fully expected. No reserve for
uncollectable accounts is deemed necessary.
NOTE D - PLANT PROPERTY AND EQUIPMENT
Plant, Property and Equipment consisted of the following at June 30, 2000
and 1999:
2000 1999
------- -------
Computers and Office Equipment $43,053 $62,191
Test Equipment 117,096 0
Transportation Equipment 0 13,191
------- -------
160,149 75,382
Less accumulated depreciation (20,989) (42,832)
------- -------
Balance $139,160 $29,390
Depreciation expense was $15,250 and $3,160 for the years ended June
30, 2000 and 1999, respectively.
NOTE E - NOTES PAYABLE
Notes payable consisted of the following at June 30, 2000 and 1999:
2000 1999
------- -------
Loan Payable to Shareholders payable in
five installments of $10,000 bearing
interest rate of 10 % payable in restricted
stock of the Company $58,003 $ 0
Note Payable to Pall Filter payable in
installments beginning March 2001
bearing interest at 8 % per annum 186,939 0
Note payable to First Union Bank for the
purchase of a vehicle. 0 10,034
------- -------
Total $244,942 $10,034
Less long-term portion (124,626) (0)
Current Portion $120,316 $10,034
NOTE F - RELATED PARTY TRANSACTIONS
Certain of the Company's principals and family members of these
principals have loaned money to the Company at various times. The
consolidated long-term loans as of June 30, 2000 and 1999 from related
parties are $102,160 and $205,000 respectively. It is the intent of
the Company to convert these notes into common shares of stock and
therefore these loans do not bear any interest.
Fred Davies, a major shareholder of the Company, is also a major
debtor to the Company . As of June 30, 1999 he is owed $161,221 for
unpaid portion of his management contract. As of June 30, 2000 this
debt has been converted into common shares of the Company.
NOTE F - RELATED PARTY TRANSACTIONS (Continued)
Intercompany loans and transactions occur on a regular basis among the
parent and two wholly owned subsidiaries. No intercompany profits are
recorded.
NOTE G - COMMITMENTS AND CONTINGENCIES
The Company conducts its operations utilizing leased facilities and
equipment under noncancellable operating lease agreements expiring at
various dates through the year 2003. Future minimum lease commitments,
excluding property taxes and insurance, are approximately as follows:
Year ending June 30,
2001...............$24,096
2002............... 18,868
Rent expense for all leased facilities and equipment was approximately
$41,748 and $24,032 for the years ended June 30, 2000 and 1999,
respectively.
The Company has no pending lawsuits. Management is not aware of any
potential lawsuits that will have a material adverse effect on the
financial position of the Company.
NOTE H - MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK
The Company maintains its cash balances in more than one financial
institution. At times, the Company's balances exceed the amounts
insured by the Federal Deposit Insurance Corporation. The Company has
not experienced any losses in such accounts and believes it is not
exposed to any significant credit risk on cash and cash equivalents.
The majority of the Sales in 2000 and 1999 are to one customer. At
June 30, 2000 and 1999, the largest customer comprised approximately
$198,983 and $40,567 of the Company's accounts receivable. Management
believes that customer acceptance, billing, and collection policies
are adequate to minimize potential risk on trade receivables.
NOTE I - RESOLUTION OF THE LAWSUIT WITH WIL-FLOW, INC.
In November 1995, the Company purchased all of the outstanding common
stock of Wil-Flow, Inc. for a total consideration of $575,000. The
purchase price exceeded the book value and fair market value of the
assets. As a result of the settlement of the lawsuit with the former
President of Wil-Flow, Inc. the excess consideration paid for Wil-
Flow, Inc was written-off the books. This amount was offset by the
debt not paid by the Company to the former President of Wil-Flow, Inc.
The total loss from the dissolution of Wil-Flow, Inc. is $118,380.
This loss does not include the operational losses which were incurred
during the period of ownership.
NOTE J - JOINT VENTURE WITH ENERGY & MATERIAL RECOVERY, INC.
In September 1997 the Company entered into a joint venture agreement
with Energy & Material Recovery, Inc. (EMRI). The Company contributed
1,500,000 shares of common stock and EMRI contributed two operating
companies, Industrial Oil, Inc. and Fuel Processors, Inc. The purpose
of the joint venture was to develop proprietary processes to convert a
wide range of industrial waste streams into raw materials for new
products and uses. In October 1999 the Company dissolved its joint
venture and the 1,500,000 common shares were returned to the Company
and placed in treasury. The financial statements reflect the expenses
incurred for this joint venture.
NOTE K - ACQUISITION OF SIERRA TECHNOLOGIES, INC.
On June 1, 1999 the Company purchased Sierra Technologies, Inc whose
business includes purchasing, treatment and brokerage of chemical and
petroleum products throughout North America. The business customer
acquired included Newalta Corp., Great Western Chemical, Hci Holchem,
Molex Company, MIH International Pacific Epoxy Polymer, Destara
Chemica, and Tosco. The net purchase price was $22,299 which
represents the difference between the amount owed to Sierra
Technologies, Inc. vendors and the Accounts Receivable due from its
customers. In September 2000 the President of Sierra Technologies,
Inc. resigned as Chief Executive Officer of Recycling Centers of
America, Inc. to pursue other interests. He took with him his
relationship based brokered chemical business.
NOTE L - 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 incurred significant
losses which have result in an accumulated deficit of $ 3,702,747 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 relation 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 its technologies and to rely upon
additional equity financing if required to sustain operations. The
management of the Company has committed to covering the operating
expenses of the Company until adequate sales are generated.
NOTE M - CONVERTILBE DEBENTURES
The Company through a 506 D Securities Offering has solicited
investment funds. The Convertible Debentures bear interest at ten
percent (10%) per annum and are convertible into restricted common
shares of the Company at $.65 cents per share. The Company has the
right to change the conversion price of the debentures.
NOTE N - ACQUISITION OF BRODY SPECIAL PROJECTS
In December 1999, the Company completed a merger with Brody Special
Projects Company at a cost of $300,000. The Company acquired the
international marketing agreements with New Logic and Pall Filtron for
the marketing and sale of their respective technologies.
The Company has expensed $234,000 relating to this purchase; the
portion not related to the purchase of test equipment.
NOTE O - SUBSEQUENT EVENTS
In October 1999, the Company through a Private Placement Memorandum in
accordance with SEC Regulation 504 D, began to raise equity capital.
The Company is offering common shares at forty five cents ($.45)per
share.
In July 2000, Aquatek, Inc. which provided engineering services to
wastewater treatment and potable water treatment facilities was sold
back to its management for a cash purchase price of $57,500. As
Aquatek, Inc. was not longer associated with the Company at the date
of the audit report its results were not consolidated.
F-8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Nothing to Report.
PART III
ITEM 9. MANAGEMENT OF THE COMPANY COMPLIANCE WITH SECTION 16(a)
The names, ages and positions of the directors and executive officers
of the Company as of June 30, 2000, are as follows:
NAME AGE POSITION SINCE
- ---------------------------------------------------------------------------
O. Bruce Selk 44 Chief Executive Officer
and Director June 1999
Michael C. Davies 31 Chief Financial Officer, Dec. 1997
Vice President and a Director
Gordon W. Davies 32 President and a Director Dec. 1997
The Directors serve until the next annual meeting of shareholders, or
until their successors are elected.
MR. MICHAEL C. DAVIES
From 1988 to 1991 Mr. Davies was the Owner/Manager of Fuel Oil
Polishing Company located in Vancouver, British Columbia, Canada. Mr. Davies'
company was in the sales, marketing and project management of fuel oils
polishing within the Province of British Columbia.
From 1991 to 1993 he was an Accounts Executive with Innovative
Environmental Services, Ltd. in Vancouver, a company in the business of sales
and marketing of wastewater treatment equipment.
From 1993 to 1994 he was the Marketing Manager for Transenviro, Inc.,
located in Irvine, California. Transenviro is an international supplier of
wastewater treatment equipment and process design engineering.
From 1994 to 1996 Mr. Davies was the Marketing Manager for Babcock
King-Wilkinson, LP, Irvine, California, a wastewater treatment business.
From 1996 to the present Mr. Davies has held the positions of Vice
President and a Director for Aquadynamic Technologies, Inc. and Aquatek, Inc.,
which is a wholly-owned subsidiary of Aquadynamic Technologies. Aquadynamic
Technologies, Inc. was acquired by Registrant and became Registrant's wholly-
owned subsidiary in November of 1997.
From 1996 to 1998 Mr. Davies held the position of Vice President,
Sales/Director for Wil-Flow, Inc., the sole supplier of its patented RGD
(Rapid Gravity Dewatering) wastewater sludge dewatering system.
From 1997 to the present, Mr. Davies has been the Vice President,
Chief Financial Officer and a Director. Mr. Davies is the brother of Gordon
Davies.
MR. GORDON W. DAVIES
From 1991 to 1994 Mr. Davies was an Accounts Executive for Innovative
Environmental Services, Ltd., located in Vancouver, British Columbia, which is
a company in the business of wastewater treatment equipment.
From 1993 to 1993 he held a Sales Manager position at Transenviro,
Inc. in Irvine, California. From 1994 to 1996, Mr. Davies was the
Sales/Marketing & Proposals Manager for Babcock King-Wilkinson, LP in Irvine,
California, and in 1996 he was the acting CEO for this company. Babcock King-
Wilkinson, LP is in the business of process design/engineering and equipment
supply operations on a worldwide basis.
From 1996 to the present Mr. Davies has been the President and a
Director of Aquadynamic Technologies, Inc. He is also a Director of Aquatek,
Inc., the wholly-owned subsidiary of Aquadynamic Technologies, Inc. Aquatek,
Inc. is an engineering design house and supplier of computer-automated process
and motor control systems for water and wastewater treatment systems.
From 1996 to 1998 Mr. Davies was the General Manager of Wil-Flow, Inc.
From 1997 to the present, Mr. Davies has held the position of Vice
President and a Director for us. Gordon Davies is the brother of Michael
Davies.
MR. O. BRUCE SELK
Bruce Selk, the Company's Chief Executive Officer and a Director,
Joined the Company in June 1999, and transferred his wholesale chemicals
business accounts from Sierra Technologies, to the Company. Mr. Selk owned and
operated Sierra Technologies from July 1997 to May 1999. From November 1996
through June 1999, he was the President of International Products Group, Inc.,
a Company which manufactured and marketed innovative concrete block. From
November of 1994 through July 1995, Mr. Selk served as an opportunity
specialist with Kingsfield Capital corporation, a Company which marketed
technologies to the chemical industry. From January 1993 to October, 1994, Mr.
Selk was a team leader with Tri Waste Technisol, Inc. a full service
environmental firm.
Mr. Selk has a Certificate as Masters Electrician from Lethbridge
Community College and later attended the Southern Alberta Institute of
Technology.
F-9
ITEM 10. EXECUTIVE COMPENSATION
(a) The following table sets forth the annual compensation paid and
accrued by the Company during its last three fiscal years to its Chief
Executive Officer. No other executive officer received annual salary and
bonus in excess of $100,000.
SUMMARY COMPENSATION
--------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------------------
<table>
<caption>
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Name Annual Restricted Securities All Other
and Year Compensation Stock Underlying LTIP Compen- Other
Principal ending Salary Bonus Award(s) Options/ Payouts sation Securities
Position 6/30 ($) ($) ($) SARs (#) ($) ($) ($)
- -------------------------------------------------------------------------------------------------------------------
O. Bruce
Selk,
CEO 2000 $72,916 0 0 0 0 0 0
Gordon
Davies, 2000 $81,000 0 0 200,000 0 0 0
Pres. 1999 $60,000 $60,000 0 0 750,000 0 0 0
1998 $60,000 0 0 0 0 0 0
Michael
Davies, 2000 $81,000 0 0 200,000 0 0 0
CFO 1999 $60,000 $60,000 0 0 750,000 0 0 0
1998 $60,000 0 0 0 0 0 0
</table>
The Company has no stock option program, long term incentive plans,
and no Awards were made in its last fiscal year. The only options, warrants
or rights outstanding and in the hands of the Company's officers or directors
are options granted to them pursuant to the terms of their Employment
Contracts..
The Company has no Long-Term Incentive Plans and no Awards were made
in its Last Fiscal Year.
(b) The Company has entered into the following 4 Employment Contracts
with Senior Management.
MICHAEL DAVIES
The Company entered into a 5 year Employment Agreement with Michael
Davies in June of 1999, which provides for a salary of $96,000 per year, and a
car allowance of $550 per month.
In addition, the contract grants Mr. Michael Davies options to
purchase 750,000 shares of the Company's Common Stock, which vest, become
exercisable, and have an option exercise price as follows:
No. Of Options Date of Vesting Option Exercise Price
---------------------------------------------------------
200,000 June 1, 1999 $0.30
275,000 June 1, 2002 $0.40
275,000 June 1, 2002 $0.40
At June 30, 2000, 200,000 of these options remained vested and
outstanding, and 200,000 options had been exercised. The options expire, if
not exercised, by one year beginning from the vesting date.
GORDON DAVIES
The Company entered into a 5 year Employment Agreement with Gordon
Davies in June of 1999, which provides for a salary of $96,000 per year, and a
car allowance of $550 per month.
In addition, the contract grants Mr. Gordon Davies options to purchase
750,000 shares of the Company's Common Stock, which vest, become exercisable,
and have an option exercise price as follows:
No. Of Options Date of Vesting Option Exercise Price
---------------------------------------------------------
200,000 June 1, 1999 $0.30
275,000 June 1, 2002 $0.40
275,000 June 1, 2002 $0.40
At June 30, 2000, 200,000 of these options remained vested and
outstanding, and 200,000 options had been exercised. The options expire, if
not exercised, by one year beginning from the vesting date.
F-10
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holdings of common stock by each
person who, as of June 30 , 2000, held of record, or was known by the Company
to own beneficially, more than 5% of the outstanding common stock of the
company, by all directors individually, and by all officers and directors as a
group.
<table>
<caption>
<s> <c> <c> <c>
<c>
Amount and
Nature of
Title of Name & Address of Beneficial Percent of
Class Beneficial Owner Ownership Common Stocks
- ---------------------------------------------------------------------------------------
Common Stock Michael C. Davies1 925,867 10.0
Common Stock Gordon W. Davies2 930,400 10.0
Common Stock Canvasback Company, 450,000 5.0
Ltd.(3)
Common Stock Kurt Baum 599,835 6.0
- ---------------------------------------------------------------------------------------
All Officers and
Directors as a Group 2,906,102 31.0%
</table>
Total outstanding as of January 18, 2001 - 9,329,565
FOOTNOTE WARRANTS AND OPTIONS
1 Includes 200,000 Exercised Options and 550,000 Unvested Options held by
Michael C. Davies, pursuant to his Employment Contract.
2 Includes 200,000 Exercised Options and 550,000 Unvested Options held by
Gordon W. Davies, pursuant his Employment Contract.
3 Canvasback Company, Ltd. is an Anguilla corporation whose Chief Executive
Officer is Bernadine Romney, a resident of Anguilla.
F-11
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
1. JOINT VENTURE WITH OIL RE-REFINING COMPANY
We and Oil Re-Refining Company established a joint venture
partnership called Energy and Material Recovery, Inc. in November of 1997.
We issued and contributed 1,500,000 shares of its Common Stock at an agreed
valuation of $2.00 per share, to the Energy and Material Recovery Joint
Venture Oil Re-Refining, contributed operating equipment, buildings, trucks,
land and other assets having an agreed value of $3,000,000 to the Joint
Venture.
This partnership was dissolved due to disagreements among management
as to the best course for future operations of the Joint Venture, in October
of 1999. The 1,500,000 shares of the Company's Common Stock contributed to
the Joint Venture were returned to us and have been designated treasury
shares.
2. ACQUISITION OF BUSINESS CUSTOMERS OF BRUCE SELK, DBA SIERRA
TECHNOLOGIES
Sierra Technologies was established by Bruce Selk in June 1997 and was
in the business of buying and selling industrial chemicals. In June of 1999,
We offered Mr. Selk a position of CEO. As part of these negotiations, Mr.
Selk transferred all of his business done under the name, Sierra Technologies,
into us. Under the informal agreement with Mr. Selk, the Registrant assumed
all of the liabilities ($82,805) of Sierra Technologies, and was assigned all
of its business assets, $64,588, including its accounts receivable, and its
base of customer accounts for brokered chemicals.
3. ACQUISITION OF BRODY SPECIAL PROJECTS, INC.
In June 30 of 1999, the Company acquired from Steve Madsen and John
Ewing certain of the assets formerly belonging to Brody Special Projects
Company, a Utah corporation, which were utilized by Brody in the business of
marketing, selling and leasing VSEP( and Pall Sep(tm) Systems. Also
transferred and assigned to the Registrant were the rights to sell and lease
VSEP( and Pall Sep(tm) Units under OEM Agreements originally held by Brody
with New Logic International and Pall Filtron, Inc., respectively. Under the
purchase agreement with Messrs. Madsen and Ewing, the Company paid $300,000 in
staged cash payments to Brody on behalf of Messrs. Madsen and Ewing, and
agreed to assume and pay to Brody, $300,000 out of future sales. The cash
payments based on future sales are payable as follows:
June 13, 1999 100,000 Paid
June 30, 1999 50,000 Paid at the Closing
The balance of the cash payment is payable in three instalments of $50,000
each, payable on March 30, 2000, June 30, 2000 and September 30, 2000. All
of these payments have been made.
The $300,000 to be paid out of future sales is to be paid (i) at the
rate of 25% of net sales proceeds, or (ii) the sum of $6,250, whichever is
greater, on each Pall Sep(tm) and VSEP(tm) Unit sold to certain specified
customers. The Registrant also assumed approximately $212,000 in liabilities
of Brody that had been assumed by Messrs. Madsen and Ewing.
New Logic subsequently declined to approve a transfer of the New Logic
OEM Agreement to the Company, because they were in the process of changing
their marketing strategy for the use of OEMs to the use of marketing
representatives, and did not wish to permit transfer of an OEM Agreement.
As a part of the consideration for this acquisition, the Company
agreed to pay Steve Madsen, an owner of Brody, the sum of $36,000 over a six
month period, in six equal payments of $6,133, beginning January 15, 2000, and
issued 50,000 stock options to Steve Madsen and 50,000 stock options to John
Ewing (also an owner of Brody), to acquire shares of the Company's Common
Stock at $0.40 per share. The options are vested, and have a five year term,
and expire on November 15, 2004. In addition, Messrs. Madsen and Ewing were
each issued 200,000 additional options, at an exercise price of $0.40 per
share, in 50,000 increments to each individual, for each $4,000,000 in gross
sales which are generated by the Company's Membrane Filtration business.
These options also expire, if not vested and exercised by November 15, 2004.
4. ISSUANCE OF COMMON STOCK AND/OR OPTIONS TO OFFICERS, DIRECTORS AND
OTHERS
In September of 1999, the Company privately issued 50,000 common
shares, valued at $0.50 per share to Michael Davies, in satisfaction of
$25,000 in corporate debt owed to Mr. Davies.
In September of 1999, the Company privately issued 50,000 common
shares to Gordon Davies, in satisfaction of $25,000 in corporate debt owed to
Mr. Davies.
In August of 1999, the company privately issued 358,720 shares to Fred
Davies (the father of Michael Davies and Gordon Davies), in satisfaction of
$179,360 in consulting fees the Company owned to Mr. Frederick S. Davies for
consulting services fully performed.(1)
In October of 1999, the Company privately issued 325,000 shares to
Canvasback Company, Ltd., in satisfaction of $65,000 in corporate debt owed to
Canvasback Company, Ltd. The debt was created as a result of Canvasback's
loan of $50,000 to the Company on September 14, 1999 of $50,000, at an
interest rate of 10% per annum, creating a balance due in October of 1999 of
$15,000.
In June of 1999, the Company privately issued 100,000 shares of Common
Stock to Fred Davies, in satisfaction of $50,000 in consulting fees owed to
Mr. Davies.(1)
In June of 1999, the Company declared a cash bonus of $60,000 to
Gordon Davies. Gordon Davies elected to apply the bonus to the exercise price
for 200,000 options he held to acquire the Company's Common Stock, at an
option exercise price of $0.30 per share. The transaction was handled as
offsetting book entries on the Company's books and records, and 200,000 shares
were issued to Gordon Davies in exercise of his options.
In June of 1999, the Company declared a cash bonus of $60,000 to
Michael Davies. Michael Davies elected to apply the bonus to the exercise
price for 200,000 options he held to acquire the Company's Common Stock, at an
option exercise price of $0.30 per share. The transaction was handled as
offsetting book entries on the Company's books and records, and 200,000 shares
were issued to Michael Davies in exercise of his options.
In June of 1999, the Company privately issued 100,000 shares of its
Common Stock to Fred Davies in satisfaction of $50,000 in compensation owed to
Mr. Davies.(1)
In June of 1998, the Company privately issued 56,800 shares of its
Common Stock to Gordon Davies in satisfaction of $16,050 in personal loans
owed to Mr. Davies.
The only outstanding options issued to officers and directors are
those provided for as a part of their Employment Contracts (see "Compensation
of Executive Officers").
(1) With respect to the consulting services rendered by Fred Davies, Mr.
Davies' consulting services for us began in February of 1996, and continued
through June of 2000, at an agreed rate of $5,000 per month. Mr. Davies'
services included his successful efforts to arrange for loans for us, allowing
us to continue our business. Mr. Davies was responsible for the incorporation
of Aquatek, Inc. and for our participation as a 50% partner in Energy &
Material Recovery, Inc. Mr. Davies was directly responsible for our
discovery of the VSEP( & PallSep(tm) filtration technologies leading to the
company's current direction. Mr. Davies also assisted us with the management
of receivables and payables.
The Company has issued the following options to acquire the Company's
Common Stock, at an option exercise price of $0.40 per share, to the following
non-officer employees:
OPTION
NAME TITLE NO. OF OPTIONS EXPIRATION DATE
- --------------------------------------------------------------------
David Gramazio 200,000 08/01/02
Stuart Newton 133,333 08/01/02
Randy Ricker 107,500 12/29/01
Del Stevens 100,000 12/29/01
Scott Carpenter 250,000 12/29/02
Mary Jane Von Bokel 50,000 01/01/02
Robert Leiphart 42,500 01/01/02
Vern Hinderer 50,000 01/01/02
Stuart Rubin 100,000 01/01/02
Dave Butler 100,000 01/01/02
5. OUTSTANDING LOANS OWED TO OFFICERS, DIRECTORS AND CERTAIN SHAREHOLDERS
Canvasback Company, Ltd. loaned the Company an aggregate of $265,000
between January 27, 2000 and September 28, 2000, none of which has been
repaid. This loan is evidenced by a promissory note, providing for interest
at 10% per annum, is secured by a Security Agreement and UCC-1 filing which
pledges all of the Company's assets to secure repayment of the loan, and is
payable interest monthly, with all accrued interest and principal all due and
payable on or before July 12, 2002.
6. THREE YEAR EMPLOYMENT CONTRACTS WITH CERTAIN MANAGERS
STEVE MADSEN
The Company entered into a 3 year Employment Contract with Steve
Madsen in June 30, of 1999, which provides for a salary of $120,000 per year,
plus a vehicle allowance of $550 per month.
In addition, the contract grants 450,000 options to purchase shares of
the Company's Common Stock at an exercise price of $0.40 per share. The
options vest in each year in lots of 150,000 options per year, starting
January 1, 2001, and expire if they are not exercised within two years after
the vesting date.
JOHN EWING
The Company entered into a 3 year Employment Contract with John Ewing
in November, of 1999, which provides for a salary of $120,000 per year, plus a
vehicle allowance of $550 per month.
In addition, the contract grants 450,000 options to purchase shares of
the Company's Common Stock at an exercise price of $0.40 per share. The
options vest in each year in lots of 150,000 options per year, starting
January 1, 2001, and expire if they are not exercised within two years after
the vesting date.
F-12
ITEM 13. INDEX TO EXHIBITS
F1-F12 Audited Financial Statements as of June 30, 2000 and 1999.
3 (i) *Articles of Incorporation of Recycling Centers of America,
Inc.
3 (ii) *Bylaws of Recycling Centers of America, Inc.
10. Material Contracts
(b) *Employment Contract with Michael Davies
(c) *Employment Contract with Gordon Davies
(d) *OEM (License) Contract with Pall Filtron, Inc.
(e) *Transfer Agreement covering assets of Brody Special
Projects Company
11. *Statement Re: Computation of Per Share Earnings
12. *Subsidiaries of Registrant
(a) Aquadynamic Technologies, Inc., a Minnesota corporation
*Incorporated by reference to Registrant's Form 10-SB/A-2 filed on April
14, 2000.
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.
RECYCLING CENTERS OF AMERICA, INC.
/s/ Michael C. Davies
-----------------------
Michael C. Davies
Chief Financial Officer
Date: January 22, 2002
/s/ Gordon Davies
------------------------
Gordon Davies
President and a Director
Date: January 22, 2002