Seiler Pollution Control Systems Inc – ‘10-K405/A’ for 3/31/96

As of:  Tuesday, 7/16/96   ·   For:  3/31/96   ·   Accession #:  889812-96-879   ·   File #:  0-22630

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Amendment to Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Amendment No. 1 to Annual Report                       6     23K 
 2: EX-27       Financial Data Schedule                                1      8K 

10-K405/A   —   Amendment No. 1 to Annual Report
Document Table of Contents

10-K405/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A-1 

This Amendment No. 1 to the Seiler Pollution Control Systems, Inc. Form 10-K    
filed with the Commission on July 12, 1996 repaginates the table of contents,   
corrects the Management's Discussion section in Item 7 and provides the         
Financial Data Schedule.                                                        

[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES           
EXCHANGE ACT OF 1934                                                            

For the fiscal year ended    March 31, 1996                                     
                          ------------------------------------------------------

[ ]   TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                 
SECURITIES EXCHANGE ACT OF 1934                                     

For the transition period from ______________________ to ______________________ 

Commission file number    0-22630                                               
                       ---------------------------------------------------------

Seiler Pollution Control Systems, Inc.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

 Delaware                                       22-2448906
------------------------------                         -------------------      
(State or other jurisdiction of                         (I.R.S. Employer        
incorporation or organization)                         Identification No.)      

555 Metro Place North, Dublin, Ohio                                   43017     
--------------------------------------------------------------------------------
(Address of principal executive Offices)                            (Zip Code)  

Registrant's telephone number, including area code    614/791-3272              
                                                   -----------------------------

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par   
value $.0001 per share.                                                         

   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
Registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.                                       
                                                          [x]  Yes    [ ] No

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

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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY 
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  

     Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities      
Exchange Act of 1934 subsequent to the distribution of securities under a plan  
confirmed by a court.[ ] Yes [ ] No                                             

Not Applicable  

   The number of shares outstanding of each of the Registrant's classes of
Common Stock, as of June 1, 1996 is 18,805,569 shares, all of one class of      
$.0001 par value Common Stock. Of this number a total of 15,535,569 shares      
having a market value of $89,329,521, based on the closing price of the         
Registrant's common stock of $5.75 on June 13, 1996 as quoted on the NASDAQ     
SmallCap market, were held by nonaffiliates of the Registrant.                  

DOCUMENTS INCORPORATED BY REFERENCE 

None                                                                

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SEILER POLLUTION CONTROL SYSTEMS, INC.  
Form 10-K 
Fiscal Year Ended March 31, 1996  

TABLE OF CONTENTS 

                                                                    Page No.
                                                                    --------

PART I                                                                          

Item 1.     Business                                                         1  

Item 2.     Properties                                                      10  

Item 3.     Legal Proceedings                                               10  

Item 4.     Submission of Matters to a Vote of Security-Holders             10  

PART II                                                                         

Item 5.     Market for Registrant's Common Equity and Related                   
            Stockholder Matters                                           10

Item 6.     Selected Financial Data                                         12  

Item 7.     Management's Discussion and Analysis of Financial                   
            Condition and Results of Operations                           12

Item 8.     Financial Statements and Supplementary Data                     12  

Item 9.     Changes in and Disagreements With Accountants on                    
            Accounting and Financial Disclosure                           49

PART III                                                                        

Item 10.    Directors and Executive Officers of the Registrant              49  

Item 11.    Executive Compensation                                          53  

Item 12.    Security Ownership of Certain Beneficial Owners                     
            and Management                                                56

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Item 13.    Certain Relationships and Related Transactions                  58  

PART IV                                                                         

Item 14.    Exhibits, Financial Statement Schedules, and                        
            Reports on Form 8-K                                           59

SIGNATURES                                                                  61  

SUPPLEMENTAL INFORMATION                                                    62  

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Item 7.     Management's Discussion and Analysis of Financial Condition and     
Results of Operations                                   

Results of Operations - March 31, 1996 v. March 31, 1995                        

    The Company's net loss for the year ended March 31, 1996 was $1,796,727 as
compared to $1,967,813 for the year ended March 31, 1995. The decrease in the   
net loss is the result of decreases in professional and consulting fees and     
salaries, wages and related fringe benefits. Increases in research and          
development expenses mitigated the effects of the expense reductions.           

    The Company has made payments aggregating $3,226,377 for completion of its
High Temperature Vitrification (HTV) Systems during the year ended March 31,    
1996. In addition, $261,048 was expended for the acquisition of property and    
equipment. The Company has funded these capital expenditures and operating      
losses through the issuance of additional equity securities and loans from      
stockholders aggregating $5,163,600 and $827,098, respectively.                 

   The Company expects to incur substantial expenditures to complete the HTV
Systems, including operational start-up costs, and to develop and market        
additional Systems. Management's plans to generate additional resources include 
consideration of the sale of additional equity securities, alliances or joint   
venture agreements with entities interested in the Company's HTV Systems,       
project financing agreements or other business transactions which would generate
sufficient resources to assure continuation of the Company's operations.        

Results of Operations - March 31, 1995 v. March 31, 1994                        
--------------------------------------------------------                        

 The Company has not had any revenues from operations in each of its
fiscal years ended March 31, 1995 and 1994.  Customer deposits amounting        
to $5,079,000 were utilized as advances to suppliers for and on its             
behalf to the manufacturer/supplier of the System (referred to above in         
Item 1).  Such deposits were refunded in the year ended March 31, 1995.         
The receipt of customer deposits (which are cash flow items) were not           
revenues since the Company has not sold or delivered the System.                

 Net loss for the fiscal year ended March 31, 1995 was $1,967,813 as
compared to a net loss of $2,899,707 for the preceding fiscal year.             
The principal differences between such losses (a decrease of $931,894)          
relate to the facts that while the Company incurred increases of (a)            
officers' salaries ($290,563), (b) advertising, promotional and selling         
expenses ($200,141), (c) professional fees ($168,702) and (d)                   
amortization cost ($91,287), it had a considerable reduction in fiscal          
1995 of consulting fees of $1,701,083.  Additionally, employee welfare,         
insurance, office expenses, rent, taxes and certain miscellaneous               
expenses increased by an aggregate of $187,971 from the previous fiscal         
year while travel and entertainment expenses were reduced by $18,393.           
Further, while interest expense was reduced by $123,709, foreign                
currency losses decreased by $333.                                              

   Consulting fees ($2,007,936) for the fiscal year ended March 31, 1994
primarily related to services rendered regarding location of a corporate        
shell and the subsequent revival of the Company as a business entity            
engaged in its current activities.  Such fees also included payments            
made to the Studdert Companies ("SC"), whose president served on the            
Company's Board of Directors until March 17, 1995.  SC no longer had any        
consulting agreements with the Company as of June 30, 1995.  Management         
of the Company does not currently anticipate that additional consulting         
fees in the magnitude heretofore encountered will be incurred within the        
foreseeable future; the Company has been able to reduce consulting fees         
by approximately 85% for the fiscal year ended March 31, 1995.  Monies          
expended for professional services relate primarily to legal and                
accounting services.                                                            

10-K405/A
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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.                        

SEILER POLLUTION CONTROL SYSTEMS, INC.

Dated:  June 29, 1996               By /s/ Alan B. Sarko                        
                            ______________________________
                           Alan B. Sarko, Vice President

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the          
registrant and in the capacities and on the dates indicated.                    

/s/ Werner Heim               Chairman of the              Dated: June 29, 1996 
___________________________   Board of Directors                                
Werner Heim                   and President                                     

/s/ Alan B. Sarko             Vice President,              Dated: June 29, 1996 
___________________________   Treasurer, Secretary,                             
Alan B. Sarko                 Chief Financial                                   
Officer, Director   

Director            
___________________________                                Dated: _______, 1996 
Ulrich Ernst                                                                    

/s/ Niklaus Seiler            Director                     Dated: June 29, 1996 
___________________________                                                     
Niklaus Seiler                                                                  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/16/96
		7/12/96		1					10-K405
		6/29/96		6
		6/13/96		2
		6/1/96		2
For Period End:		3/31/96		1		5			10-K405,  DEF 14A,  NT 10-K
		6/30/95		5
		3/31/95		5
		3/17/95		5
		3/31/94		5
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