10-K 1 form10k.htm ALLOY STEEL INTERNATIONAL INC. 10-K 9-30-2009 form10k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K

(Mark One)

S      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended September 30, 2009
 
¨      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______ to ______
 
Commission File Number 000-32875
 
ALLOY STEEL INTERNATIONAL, INC.
(Name of small business issuer in its charter)

Delaware
 98-0233941
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
42 Mercantile Way
 
P.O. Box 3087 Malaga D C 6945
 
Western Australia
 
(Address of principal executive offices)
 
   
Issuer’s telephone number:  +61 (8) 9248 3188
 
   
Securities registered under Section 12(b) of the Exchange Act:
None
   
Securities registered under Section 12(g) of the Exchange Act:
Common stock, $0.01 par value

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes:  ¨ No: S


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes:  ¨ No:  S


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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:  S No:  ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes:  ¨ No:  ¨


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 the Form 10-K or any amendment to this Form 10-K.
S
 


 
 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨
Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)
Smaller reporting company  S


Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Yes:  ¨ No:  S

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of March 31, 2009 was $1,440,166.

As of December 23, 2009, the issuer had a total of 17,350,000 shares of common stock outstanding.

 
2

 

PART I
 
FORWARD-LOOKING STATEMENTS
 
Information included or incorporated by reference in this filing may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.
 
This filing contains forward-looking statements, including statements regarding, among other things, (a) Alloy Steel’s projected sales and profitability, (b) Alloy Steel’s growth strategies, (c) anticipated trends in Alloy Steel’s industry segment, (d) Alloy Steel’s future financing plans and (e) Alloy Steel’s anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operation” and “Description of Business,” as well as in this filing generally.  Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur.  In addition to the information expressly required to be included in this filing, Alloy Steel will provide such further material information, as may be necessary to make the required statements, in light of the circumstances under which they are made,  not misleading.
 
 
Item 1.
Description of Business.
 
Alloy Steel International, Inc. was incorporated in Delaware in May 2000.  Our principal executive office is located at 42 Mercantile Way, Malaga, Western Australia 6945.  Our telephone number is +61 (8) 9248 3188, our facsimile is +61 (8) 9248 3166.  Our Email is info@alloysteel.net and our Internet address is www.alloysteel.net.  Our registered office is at Level One, 252 Cambridge Street, Wembley, Western Australia, 6014.
 
 
Overview of Business
 
We manufacture and distribute Arcoplate, a wear-resistant alloy overlay wear plate produced through a patented process.  We believe that wear is the largest single factor leading to production losses in the mining, mineral-processing, and steel manufacturing industries. Consequently, wear solutions are indispensable for these businesses.  The wearing of metal parts is generally defined as a gradual decay or breakdown of the metal.  This wear of equipment may be due to many causes and accordingly, the selection of wear plate solutions can be a complex process.
 
In order to minimize the effects of wear, businesses have traditionally employed such wear-combating materials as rubber compounds, ceramics, alloy castings, welded overlay plates, and quenched and tempered carbon steel plates.  We believe that each of these materials offer a limited solution to the problem of wear.  While tungsten carbide is generally recognized by the mining, mineral-processing and steel manufacturing industries as the most wear-resistant material suitable for industrial use, because of its high carbide content, we believe that the high costs associated with tungsten carbide make it impractical for most businesses.  We believe that Arcoplate provides industry with solutions to most wear-related problems at a cost which is competitive with conventional welded overlay wear plates and substantially lower than that of tungsten carbide.
 
Arcoplate
 
The patented process by which we manufacture Arcoplate enables us to smoothly and evenly apply an alloy overlay to a sheet of steel, creating a metallurgical bond between the alloy and the steel backing plate that is resistant to wear caused by impact and/or abrasion.  Because of the formulation and nature of the alloy apart from wear reducing factors, Arcoplate has been proven to reduce ‘hang-up’ by more than 90%.  ‘Hang up’ is where a residual load is left attached to the bucket, blade or a chute side, therefore reducing the effective load carried or material transported in the chute.  We believe that our Arcoplate product line will substantially lower down time and the lost production resulting from this down time and generate higher profits by the reduction of ‘hang-up’ allowing more complete loads to be carried.
 
 
1

 

Conventional welded wear plates have been used in the manufacturing, mining and construction industries for more than half a century and they are characterized by several functional limitations:
 
 
·
the tendency to separate into chips or fragments when subjected to high impact;
 
 
·
uneven base metal dilution resulting in uneven alloy content; and
 
 
·
rough surfaces which result in poor material flow.
 
Independent laboratory and field tests, have shown that Arcoplate provides a wear-resistant barrier superior to that provided by conventional single or multiple-layer wear plates.  This is because of its higher carbide content and smoother surface layer; Arcoplate wear plate sheets also can withstand rolling and pressing, within specified fabrication guidelines.
 
The claims with respect to the properties of Arcoplate, such as bond strength, specific hardness, density, hardness, resonance and wear resistance, have been subjected to studies and testing, by independent laboratories, universities and other recognized testing facilities, including Aust-Amet Pty Ltd and Central Power Research Institute of Bangalore India. Commercial fees were paid to Aust-Amet Pty Ltd while no fees were paid to the Power Research Institute of Bangalore and the National Research Council of Canada.
 
Arcoplate is designed for installation and use where structures and machinery suffer “wear” and “hangup” problems. Common situations are:
 
 
·
the mining of iron, gold, nickel, coal, copper and other ores;
 
 
·
brick and cement works;
 
 
·
power stations;
 
 
·
the manufacture of ore feed bins, transfer chutes, dredging systems and conveyor side skirts;
 
 
·
bulldozer blades; and
 
 
·
truck tray and bucket loader liners.
 
Arcoplate is manufactured in a range of grades and thicknesses designed for specific applications.  Our products are designed for ease of handling and can be fabricated to suit our customers’ specific requirements of shape, size and weight.  Sheets of Arcoplate can be welded together to cover large surface areas.  We also provide technical consultation services to customers and their design engineers.
 
We believe that our proprietary method of manufacturing Arcoplate results in a product that has many technical advantages over conventional welded wear plates.  Conventional welded wear plates are generally characterized by structural weaknesses and limited wear resistance resulting from inefficient production methods.  In order to achieve a wear-resistant, flat surface, a conventional wear plate must be rolled and pressed after its layers of hardfacing have been welded together.  This post-production rolling and pressing can result in a weakened surface structure that cannot withstand high impact conditions.  The Arcoplate process does not require post-production rolling and pressing.  During the Arcoplate process, the plate is coated with the desired alloy thickness in one application, resulting in a uniform and, therefore, structurally sound surface.  The Arcoplate process maintains a high carbide content in the overlay, which makes the plate more wear resistant than conventional welded wear plate.
 
Arcoplate products are currently distributed to customers in the United States, South America, India, Indonesia, Singapore, South Africa, Japan, China, Canada, Malaysia and other countries as well as being very extensively used in the mining industry in Australia.
 
 
New Arcoplate Mill & Super Alloy thicker Arcoplate
 
The new Arcoplate machine was designed specifically for the production of the new “Super Alloy” formulation and thicker sizes of wear plate (up to 20/11 thickness).
 
 
2

 

This mill commenced commercial production late July 2009.
 
The new mill is the only one in the world capable of producing a bi-metallic fused “Super Alloy” wear plate in a thickness of application of up to 20mm (just over ¾ of an inch) in a single continuous casting operation.
 
The conventional method used to produce a hard surface overlay is by a welding method which can only achieve a weld surface which at best is ¼ inch or 6mm thick in a single pass and is flawed with major quality technical limitations.
 
The new AYSI technology has overcome all the known technical difficulties and is capable of fusing a 20mm layer of super wear resistant alloy onto a ½ inch or 12mm steel backing plate.
 
This is a significant technological breakthrough which will see this plate be specified consistently in new mining projects and become the norm for replacements in upgrades for existing mining operations.
 
 
Sales and Marketing Strategy
 
The company’s objective is to become an international market leader in wear-resistant alloy steel products and solutions and to establish significant market share and brand awareness for Arcoplate.  We believe that we can capitalize on our existing patented process for producing Arcoplate through the direct manufacture and sale of Arcoplate-based products to original equipment manufacturers and distributors worldwide.  We are establishing market presence by visiting international and domestic trade shows, presenting technical papers at industry conferences, and appointing international distributors who will be trained to introduce and promote Arcoplate products as a solution for wear-related problems.
 
In the year ended September 30, 2009, two customers accounted individually for at least 28.3% of our annual sales.
 
We anticipate incurring increased expenditures in connection with our marketing activities.  Our marketing activities are also expected to include substantial engineering support to assist in the development of products for specific customer requirements and certain market segments.
 
We are marketing Arcoplate products to consultant engineers both internationally and in Australia in order that they may ultimately incorporate Arcoplate materials into their equipment and plant designs.  We will offer the services of our own engineering department to assist these engineers with design planning to optimize solutions for wear and material flow applications.
 
 
Intellectual Property
 
We believe that protection of our licensed proprietary technology and know-how is critical to the development of our business.  We have obtained patents for the process in United States, Mexico, Brazil, Canada, Japan, Burma, South Korea, Australia, France, Germany, Great Britain, Greece, Italy, Belgium, Netherlands and Sweden.  We cannot assure you that our existing patent rights, or any other patent rights that may be granted, will be valid and enforceable or provide us with meaningful protection from competitors.  We cannot assure you that any pending patent application will issue as a patent, or that any claim thereof will provide protection against infringement.  If our present or future patent rights are ineffective in protecting us against infringement, our marketing efforts and future revenues could be materially and adversely affected.  In addition, if a competitor were to infringe our patent rights, the costs of enforcing our patent rights may be substantial or even prohibitive.
 
 
Research and Development
 
We are continually engaged in the development of new products and improvements to our existing products.
 
 
Manufacturing and Supply
 
The raw materials we employ are principally steel and a proprietary alloy compound.  We presently purchase steel plate and alloy materials from various suppliers.  Four of our suppliers, Metals & Powders Trading AB, One Steel Wire Pty Ltd, LDL Australia Pty Ltd and Seven Steel Distribution account for more than 60% of the raw material we require.  We also rely heavily on the use of fluxes, compounds designed to remove impurities, during the manufacturing process.  We purchase our requirements for fluxes from various suppliers.  We cannot assure you that we will be able to continue to obtain desired quantities of steel, alloy materials and fluxes on a timely basis at reasonable prices and upon favorable terms.  We monitor the quality of our products by regular testing, material certification, and maintain a strict internal quality control system to monitor the quality of production.
 
 
3

 
 
Government Regulation
 
The Arcoplate manufacturing plant is subject to many Australian laws and regulations relating to the protection of the environment.  These laws and regulations impose requirements concerning, among other matters, the treatment, acceptance, identification, storage, handling, transportation and disposal of industrial by-products, hazardous and solid waste materials, waste water, air emissions, noise emissions, soil contamination, electromagnetic radiation, surface and groundwater pollution, employee health and safety, operating permit standards, monitoring and spill containment requirements, zoning, and land use.  We frequently examine ways to minimize any impact on the environment and to effect cost savings relating to environmental compliance.  Our management believes that we are in material compliance with all applicable environmental laws and that our products and processes do not present any unusual environmental concerns.
 
Our operations are also governed by laws and regulations relating to workplace safety and health, principally under the Australian Occupational Safety and Health Act (WA) 1984, which, among other requirements, establish employee training, supervision and general safety standards.  Our management believes that we are in material compliance with all applicable workplace safety and health laws and that our products and processes do not present any unusual safety concerns.
 
We require, and must comply with, various authorizations, permits and licenses to conduct our operations.  Government agencies continually monitor our compliance with authorization, permits and licenses and our facilities are subject to periodic unannounced inspection by local, state and federal authorities.  Violations of any permit or license, if not remedied, could result in our incurring substantial fines, or suspension of our operations.
 
 
Competition
 
The wear solutions industry is highly competitive.  We compete and will continue to compete in markets against larger multi-national companies, all of which are well-established and may have substantially greater financial and other resources than us.  Competitive market conditions could adversely affect our profit levels if we were required to reduce product prices to remain competitive.  We are, however, confident that the continuing development of our alloys and subsequently our product range will allow us to hold and increase our presence in the market place.
 
 
Employees
 
We employed 38 persons on a full-time basis as of December 1, 2009, including two executive directors, fourteen administrative personnel, three marketing personnel and nineteen manufacturing personnel.   We consider our relationship with our employees to be good.
 
 
Item 1A.
Risk Factors.
 
Alloy Steel is subject to various risks that may materially harm our business, financial condition and results of operations.  You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock.  These are not the only risks and uncertainties that we face.  If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed.
 
 
4

 
 
If We Are Unable To Effectively Manage Our Plan of Expansion, We Will Not Achieve Profitability.
 
We plan to expand all aspects of our operations.  As a result, we need to expand our financial and management controls, reporting systems and procedures.  We will also have to expand, train and manage our work force for marketing, sales, engineering and technical support, product development, and manage multiple relationships with various customers, vendors, strategic partners and other third parties.  We will need to continually expand and upgrade our technology and develop new products.  If we are unable to manage our growth effectively, we may be unable to handle our operations, control costs or otherwise function in a profitable manner, or at all.
 
 
If We Are Unable To Protect Our Proprietary Technology, We Could Lose Our Competitive Advantage.
 
We currently have only limited patent protection for our technology, and may be unable to obtain even limited protection for our proprietary technology in certain foreign countries.  Currently, we have patents in various countries.  We cannot assure you that any granted patent or pending patent application will provide protection against infringement.
 
 
If We Do Not Correctly Anticipate the Magnitude and Direction of Currency Exposure, There Could Be A Material Adverse Impact On Our Prospects for Profitability.
 
All of our production will take place overseas, and many of the raw materials and supplies for our products will be purchased in foreign currencies.  In addition, international sales will likely be denominated in local currencies.  These factors may combine to expose us to currency gains and losses in addition to gains and losses from our basic operations.  The magnitude and direction of future currency exposure cannot be predicted, nor can we assure you that we will be able to manage such exposure to our benefit or to a neutral effect.
 
 
Our Business Would Be Materially and Adversely Affected If We Were Unable To Receive Materials At Prices and On Terms Presently Made Available To Us By Our Principal Suppliers.
 
We presently purchase our principal raw materials, steel and alloy compound components, from a limited number of suppliers.  There are no written contracts between us and our suppliers, and requirements are purchased using individual purchase orders, with customary terms regarding payment, quality and delivery.  Although we believe that alternatives are readily available from other suppliers, we cannot assure you that we will be able to continue to obtain desired quantities of materials on a timely basis at prices and on terms deemed reasonable by us.  Our business would be materially and adversely affected if we are unable to continue to receive materials at prices and on terms comparable to those presently made available to us by our principal suppliers.
 
 
Since We Depend Heavily Upon Electrical Power for Our Operations, Any Increase In Prices Would Adversely Affect Our Business and Profitability.
 
We consume a large amount of electrical power during production.  The amount of electrical power consumed during the Arcoplate process represents approximately 3% of our overall production costs.  There may be fluctuations in the price of electricity due to changes in the regulation of utility companies in Australia, and in other jurisdictions where we may engage in production.  We cannot assure you that we will be able to continue to obtain our energy supplies at current prices, and any material increase in prices of electricity would adversely affect our business and profitability.
 
 
Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly.
 
There has been a limited public market for our common stock and there can be no assurance that an active trading market for our common stock will develop.  As a result, this could adversely affect our shareholders’ ability to sell our common stock in short time periods, or possibly at all.  Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.
 
 
5

 
 
We May Need To Raise Additional Capital To Finance Operations or Expansion.
 
We have relied on significant external financing to fund our operations.  Such financing has historically come from a combination of borrowings from and sale of common stock to third parties and funds provided by certain officers and directors.  We cannot assure you that financing whether from external sources or related parties will be available if needed or on favorable terms.  The sale of our common stock to raise capital may cause dilution to our existing shareholders.  Our inability to obtain adequate financing will result in the need to reduce or curtail our business operations.  Any of these events would be materially harmful to our business and may result in a lower stock price.
 
 
We Have A Limited Customer Base.
 
At present, our customer base consists primarily of companies involved in the mining and similar industries.  Our ability to operate depends on increasing our customer base and achieving sufficient gross profit margins.  We cannot assure you that we will be able to increase our customer base or to operate profitably.  If any of our major customers stop or delay its purchases of our products, our revenue and profitability could be adversely affected.  For the year ended September 30, 2009, two customers accounted for at least 28.3% of our annual sales.  We anticipate that sales of our products to relatively few customers will continue to account for a significant portion of our revenue.  If these customers cancel or delay their purchase orders, our revenue may decline.  We cannot assure you that our current customers will continue to place orders with us, that orders by existing customers will continue at the levels of previous periods or that we will be able to obtain orders from new customers.  Although our financial performance depends on large orders from key customers and resellers, we do not have binding commitments from any of them.
 
 
Our Common Stock Is Deemed To Be “Penny Stock”, Which May Make It More Difficult for Shareholders To Sell Their Shares Due To Suitability Requirements.
 
Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.  Penny stocks are stock:
 
 
·
With a price of less than $5.00 per share;
 
 
·
That are not traded on a “recognized” national exchange;
 
 
·
Whose prices are not quoted on the Nasdaq automated quotation system (Nasdaq listed stock must still have a price of not less than $5.00 per share); or
 
 
·
In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.
 
Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks.  Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor.  These requirements may reduce the potential market for our common stock by reducing the number of potential investors.  This may make it more difficult for our shareholders to resell shares to third parties or to otherwise dispose of them.  This could cause our stock price to decline.
 
 
We Face Significant Competition Within Our Market.
 
We expect competition to persist and intensify in the future as new products and manufacturers enter the market. The wear plate solutions industry is highly competitive.
 
Many of our competitors are substantially larger than Alloy Steel and have significantly greater financial, marketing, technical and manufacturing resources with more established distribution channels.  These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than we can.  Furthermore, some of our competitors may make strategic acquisitions or establish cooperative relationships to increase their ability to rapidly gain market share by addressing the needs of our prospective customers.  These competitors may enter our existing or future markets with solutions that may be less expensive, provide higher performance or additional features or be introduced earlier than our solutions.  If any technology is more reliable, resistant, and less expensive or has other advantages over our technology, then the demand for our products and services would decrease, which would seriously harm our business.
 
 
6

 

We expect our competitors to continue to improve the performance of their current products and introduce new products and technologies as industry standards and customer requirements evolve.  These new products and technologies could supplant or provide lower cost alternatives to our products.  To be competitive, we must continue to invest resources in research and development, sales and marketing, and customer support.
 
Increased competition is likely to result in price reductions, reduced gross margins, longer sales cycles, and loss of market share, any of which would seriously harm our business and results of operations.
 
 
We Have Limited Marketing and Sales Capability.
 
In order to increase our revenues, we are in the process of further implementing marketing and sales force with technical expertise and marketing capability.  There can be no assurance that we will be able to:
 
 
·
Establish and develop such a sales force;
 
 
·
Gain market acceptance for our products;
 
 
·
Obtain and retain qualified sales personnel on acceptable terms; and
 
 
·
Meet our proposed marketing schedules or plans.
 
To the extent that we arrange with third parties to market our products, the success of such marketing will depend on the efforts of these third parties.
 
Item 1B.
Unresolved Staff Comments.
 
There are no unresolved comments received by the company from Commission Staff.
 
Item 2.
Description of Property.
 
Our business is conducted from leased premises located at 42 Mercantile Way Malaga Western Australia.
 
This lease is due for renegotiation prior to the end of June 2010.  The lessor has indicated that a renewal will be granted on favorable terms.
 
In addition, the Company holds the right to use an area of 20 hectares of land in Mongolia, defined by reference to cadastral maps, for a period expiring on June 3, 2023.
 
Item 3.
Legal Proceedings.
 
There are no material legal proceedings pending or, to our best knowledge, threatened against us.
 
Item 4.
Submission of Matters to a Vote of Security Holders.
 
We held our Annual Meeting of Stockholders on August 31, 2009 at which the following resolutions were put and carried unanimously:

To appoint Mr Gene Kostecki and Mr Alan Winduss as directors of the Company for the ensuing year.

To confirm continuing appointment of UHY Haines Norton as the Company’s auditors for the ensuing year.

 
7

 
 
PART II
 
 
Item 5.
Market for Common Equity and Related Stockholders Matters and Issuer Purchases of Equity Securities
 
Our common stock is traded on the Over the Counter Bulletin Board. The following table sets forth the range of high and low bid quotations for our common stock for each calendar quarter within the last two years.
 
   
Bid Price Per Share
 
             
Year ended September 30, 2009
 
High
   
Low
 
                 
October 1 – December 31, 2008
  $ 1.36     $ 0.35  
                 
January 1 – March 31, 2009
  $ 0.52     $ 0.26  
                 
April 1 – June 30, 2009
  $ 0.48     $ 0.23  
                 
July 1 – September 30, 2009
  $ 2.85     $ 0.32  
                 
                 
Year ended September 30, 2008
 
High
   
Low
 
                 
October 1 – December 31, 2007
  $ 0.72     $ 0.49  
                 
January 1 – March 31, 2008
  $ 1.97     $ 1.22  
                 
April 1 – June 30, 2008
  $ 2.50     $ 1.25  
                 
July 1 – September 30, 2008
  $ 2.76     $ 1.35  
 
The above prices were obtained from Nasdaq, Inc.  The quotations represent inter-dealer quotations, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
 
As of December 3, 2009, there were approximately 130 holders of record of our common stock.
 
Our Board of Directors may from time to time declare, and we may pay, dividends on our outstanding shares in the manner and upon the terms and conditions provided by law.  To date, we have not declared or paid any dividend.
 
 
8

 

Equity Compensation Plans
 
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 
(a)
(b)
(c)
Equity compensation plans approved by security holders (1)
 
None
 
None
 
2,000,000
Equity compensation plans not approved by security holders
 
Total
 
None
 
None
 
2,000,000
 

(1) Includes our 2000 Stock Option Plan.
 
Item 6.
Selected Financial Data
 
Not applicable
 
Item 7.
Management's Discussion and Analysis or Plan of Operation
 
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our financial statements, the notes to our financial statements and the other financial information contained elsewhere in this filing.
 
 
Overview
 
We manufacture and distribute Arcoplate, a wear-resistant alloy overlay wear plate, through a patented production process.  This patented process by which we manufacture Arcoplate enables us to smoothly and evenly apply an alloy overlay to a sheet of mild steel, creating a metallurgical bond between the alloy and the steel backing plate that is resistant to wear caused by impact and/or abrasion.  We believe that in the mining processing industries, wear is the primary cause of down time, the period of time where machinery is not in operation because of the necessity of repairs or refurbishment.  We believe that our Arcoplate product line will substantially lower down time and the resulting lost production.
 
 
Plan of Operation
 
   We intend to achieve market penetration through a multi-step process.  In Australia, we intend to combine targeted marketing with advertising in trade journals and magazines.  At the international level, we intend to establish market presence by visiting international trade shows, presenting technical papers at industry conferences, and appointing distributors who will be trained to introduce and promote Arcoplate products as a solution for wear-related problems.  Where appropriate, we will commence our own operations or enter into joint ventures with suitable parties in order to achieve market presence in certain geographical locations.  We are presently looking at the feasibility of manufacturing Arcoplate in certain overseas locations.
 
 
9

 
 
Results of Operations
 
 
Sales
 
Alloy Steel had sales of $8,819,217 for the year ended September 30, 2009, compared to sales of $13,511,458 for the year ended September 30, 2008.  These sales consist solely of the sale of our Arcoplate product.  Substantially all of our sales during the periods were denominated in US dollars.  Sales denominated in Australian dollars were converted into U.S. dollars at the conversion rate of $0.73309 and $0.90762, representing the average foreign exchange rate for the years ended September 30, 2009 and 2008 respectively.  The decrease in sales is a direct effect of the global financial recession, whereby mining companies dramatically reduced operational expenditure on refurbishment and expansion.  We have in the last quarter of this fiscal year seen a turnaround in the market and consequently an increase in orders both in Australia and internationally.
 
 
Cost of Sales
 
Alloy Steel had cost of sales of $5,747,172 for the year ended September 30, 2009, compared to cost of sales of $6,541,427 for the year ended September 30, 2008.  The gross profit amounted to $3,072,045 compared to $6,970,031 for the year ended September 30, 2008.  The gross profit percentage decreased to 34.8% in 2009 from 51.6% in 2008 due to the adoption of more favorable pricing policies for larger orders and tenders during the year, this was caused by all the companies in the industry chasing limited orders and purchasers shopping on price not necessarily quality.  The gross profit and subsequent operating profit has been affected by the expensing as required under US GAAP of the materials consumed in the testing and tuning of the new mill.  This would amount approximately to $900,000.
 
In the last quarter of the year, we saw the beginnings of an upturn in the market place and as previously announced, secured a Strategic Supply Agreement with BHP Billiton.
 
 
Selling, General and Administrative Expenses
 
Alloy Steel had selling, general and administrative expenses of $3,056,352 for the year ended September 30, 2009, compared to $3,359,311 in the year ended September 30, 2008. The decrease was primarily due to the reduced marketing and promotional activity of the company during the year ending September 30, 2009 in line with current economic conditions.
 
 
Income (Loss) Before Income Tax Expense (Benefit)
 
Our income before tax expense was $60,652 for the year ended September 30, 2009, compared to $3,734,710 for the year ended September 30, 2008.  The gross profit and subsequent operating profit has been affected by the reduction in sales experienced as a result of the global financial crisis, a reduction in margins on sales of product in order to win contracts for supply of our product in preference to competitors, and the expensing as required under US GAAP of the materials consumed in the testing and tuning of the new mill.
 
 
Income Tax Expense (Benefit)
 
Alloy Steel had income tax expense of $138,509 for the year ended September 30, 2009 compared to $1,164,368 for the year ended September 30, 2008.  The current year’s income tax expense relates to taxes payable in Australia.
 
 
Net Income (Loss)
 
We had a net loss of ($72,255) or ($0.004) per share, for the year ended September 30, 2009, compared to $2,572,479 or $0.15 per share for the year ended September 30, 2008.
 
 
10

 
 
Liquidity
 
For the year ended September 30, 2009, net cash provided by operating activities was $195,074.  The net income may be reconciled to this amount by an adjustment for depreciation and amortization of $187,877, income received in forms other than cash of $5,129, non-controlling shareholders interests in subsidiary loss of $5,602 and an increase in cash and cash equivalents attributable to changes in operating assets and liabilities of $90,183, which consisted primarily of an increase in accounts payable and other current liabilities of $1,918,607 and an increase in tax receivable of $833,490, which was offset by decreases in inventory of $147,633 and in accounts receivable and other current assets of $1,142,567.
 
 Future cash flows from sales are anticipated to be sufficient to sustain the Company’s operations.  The Company is also reviewing available options to raise capital in alternative markets, although it currently has no commitments to do so.
 
As of September 30, 2009, we had a working capital surplus of $2,478,451.
 
The Company is obligated under various contractual commitments over the next five years.  The following is a summary of the five-year commitments of the Company as of September 30, 2009:
 
         
Less Than
         
After
       
   
Total
   
1 Year
   
1-3 Years
   
4-5 Years
   
5 Years
 
Contractual Obligations
                             
Long term debt
    239,711       93,868       145,843       -       -  
Operating leases
    187,132       187,132       -       -          
                                         
Total contractual obligations
  $ 426,843     $ 281,000     $ 145,843       -       -  
 
We anticipate that the funding of our working capital needs will come primarily from the cash generated from our operations.  To the extent that the cash generated from our operations is insufficient to meet our working capital needs or the purchase of machinery or equipment, then we will need to raise capital from the sale of securities in private offerings or loans.  We have no commitments for capital.  The sale of additional equity or convertible debt securities could result in dilution to our stockholders.  There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.
 
 
Significant Changes in Numbers of Employees
 
We anticipate hiring 3 additional manufacturing employees in the next 12 months.
 
 
Critical Accounting Policies
 
We have prepared our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America.  This has required us to make estimates, judgments, and assumptions that affected the amounts we reported. Note 1 of the notes to consolidated financial statements contains the significant principles that we used to prepare our consolidated financial statements.
 
We have identified several critical accounting policies that require us to make assumptions that were uncertain at the time of our estimates. Had we used different estimates and assumptions, the amounts we recorded could have been significantly different. Additionally, actual results that would have material effect on our financial condition or results of operation could be based on different assumptions or conditions.  The critical accounting policies that were affected by the estimates, assumptions, and judgments used in the preparation of financial statements are listed below.
 
 
FASB Codification Discussion
 
We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB.” The FASB sets generally accepted accounting principles (GAAP) that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. Over the years, the FASB and other designated GAAP-setting bodies, have issued standards in the form of FASB Statements, Interpretations, FASB Staff Positions, EITF consensuses, AICPA Statements of Position, etc.

 
11

 

The FASB recognized the complexity of its standard-setting process and embarked on a revised process in 2004 that culminated in the release on July 1, 2009, of the FASB Accounting Standards Codification ™, sometimes referred to as the Codification or ASC. To the Company, this means instead of following the rules, for example, in Statement 109 “Accounting for Income Taxes”, we will follow the guidance in Topic 740, Income Taxes. The Codification does not change how the Company accounts for its transactions or the nature of related disclosures made. However, when referring to guidance issued by the FASB, the Company refers to topics in the ASC rather than Statement 109, etc. The above change was made effective by the FASB for periods ending on or after September 15, 2009. We have updated references to GAAP in this Annual Report on Form 10-K to reflect the guidance in the Codification.
 
 
Allowance for Doubtful Accounts
 
We do not believe there is a need for a provision for doubtful accounts as of September 30, 2009.  The directors have reached this conclusion notwithstanding the current economic climate by having regard to the company’s credit criteria and quality of clients.
 
 
Inventories
 
Our inventories are recorded at the lower of cost or net realizable market, with cost based on a first-in, first-out basis.  We periodically assess this inventory for obsolescence and potential excess by reducing the difference between our cost and the estimated market value of the inventory based on assumptions about future demand and historical sales patterns. Our inventories consist of materials and products that are subject to technological obsolescence and competitive market conditions.  If market conditions or future demand are less favorable than our current expectations, additional inventory write downs or reserves may be required, and that could have an adverse effect on our reported results in the period the adjustments are made.
 
 
Long-Lived Assets
 
We review our long-lived assets for potential impairment based on a review of projected undiscounted cash flows associated with these assets.  Long-lived assets are included in impairment evaluations when events and circumstances exist that indicate the carrying amount of these assets may not be recoverable.  Measurement of impairment losses for long-lived assets that we expect to hold and use is based on the estimated fair value of the assets.  We have recorded asset impairment charges when the carrying value of certain assets was in excess of their fair value.  Should market conditions or the assumptions used by us in determining the fair value of these assets change, or management change plans for usage of certain assets, additional charges to operations may be required in the period in which such conditions occur.
 
New Accounting Pronouncements

In October 2009, the FASB issued authoritative guidance for revenue recognition for multiple-deliverable arrangements. This authoritative guidance impacts the determination of when the individual deliverables included in a multiple-deliverable arrangement may be treated as separate units of accounting. Additionally, this guidance modifies the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. The new guidance is effective for transactions entered into or modified in fiscal years beginning after June 15, 2010, which for the Company will be the first quarter of fiscal 2011. The Company is currently evaluating the potential impact of this authoritative guidance on the Company’s financial position and results of operations.
 
In June 2009, the FASB issued authoritative guidance on variable interest entities, which becomes effective the first annual reporting period beginning after November 15, 2009 and will be effective for the Company in fiscal 2011. This authoritative guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. The Company is currently evaluating the potential impact of this authoritative guidance on the Company’s financial position and results of operations.
 
In April 2009 and December 2007, the FASB issued authoritative guidance on accounting for business combinations including the measurement of acquirer shares issued in consideration for a business combination, the recognition of contingent consideration, the accounting for assets acquired and liabilities that arise from acquired contingencies, the recognition of capitalized in-process research and development, the accounting for acquisition-related restructuring cost accruals, the treatment of acquisition-related transaction costs, and the recognition of changes in the acquirer’s income tax valuation allowance. This authoritative guidance will be effective for the Company in fiscal 2010, with early adoption prohibited. The Company expects that this authoritative guidance will have an impact on its consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions it consummates after the effective date.

In December 2007, the FASB issued authoritative guidance on noncontrolling interests, which changes the accounting for noncontrolling (minority) interests in consolidated financial statements, including the requirements to classify noncontrolling interests as a component of consolidated stockholders’ equity, and the elimination of “minority interest” accounting in results of operations with earnings attributable to noncontrolling interests reported as part of consolidated earnings. Additionally, this authoritative guidance revises the accounting for both increases and decreases in a parent’s controlling ownership interest. This authoritative guidance will be effective for the Company in fiscal 2010, with early adoption prohibited. The Company is evaluating the potential impact of the implementation of this authoritative guidance on its financial position or results of operations.
 
In September 2006, the FASB issued authoritative guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. In February 2008, the FASB issued authoritative guidance on the effective date of fair value measurements, which delays the effective date for the Company for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the Company’s first quarter of fiscal 2010. The measurement and disclosure requirements related to financial assets and financial liabilities were effective for the Company in fiscal 2009.
 
Item 7B.
Quantitative and Qualitative Disclosures About Market Risk.
 
Not applicable.
 
Item 8.
Financial Statements.
 
Our audited consolidated financial statements for the year ended September 30, 2009 appear following Item 14 of this report and are incorporated herein by reference.
 
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
 
None.
 
Item 9A(T).        Controls and Procedures
 
(a) 
Evaluation of disclosure controls and procedures
 
Management is responsible for establishing and maintaining adequate internal control over the financial reporting function of the company.
 
 
12

 

Based on their evaluation of our disclosure controls and procedures (as defined in Rule 13a-15 (e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), our principal executive officer and principal financial officer have concluded  that as of the end of the period covered by this Annual Report on Form 10-K such disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
 
This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.
 
(b)
Changes in internal control over financial reporting.
 
During the last quarter of the year under report, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B.
Other Information
 
None.
 
 
13

 
 
PART III
 
 
Item 10.
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
 
Our present directors and executive officers are as follows:
 
Name
 
Age
 
Position
         
Gene Kostecki
 
64
 
President, Chief Executive Officer and a Director
         
Alan C. Winduss
 
68
 
Chief Financial Officer, Secretary and a Director
 
The following is a brief summary of the background of each executive officer and director:
 
Gene Kostecki has served as a director and as our President and Chief Executive Officer since June 2000.  From July 1995 to July 1997, Mr. Kostecki served as Managing Director of the Collier Unit Trust, an engineering business and distributor based in Western Australia.  He acts as our President and Chief Executive Officer on a full-time basis.
 
Alan C. Winduss has served as a director and as our Chief Financial Officer and Secretary since June 2000.  From July 1979 to the present, Mr. Winduss has served as director of Winduss & Associates Pty Ltd, an accounting firm in Western Australia, which specializes in commercial accounting, corporate finance and management.  He devotes approximately 80% of his time to his duties as one of our executive officers.
 
 
Board Composition
 
Our Board of Directors currently consists of two directors.  At each annual meeting of our stockholders, all of our directors are elected to serve from the time of election and qualification until the next annual meeting following election.  In addition, our bylaws provide that the maximum authorized number of directors may be changed by resolution of the stockholders or by resolution of the board of directors.
 
Each officer is elected by, and serves at the discretion of, our board of directors.  There are no family relationships among any of our directors or officers or key employees with the exception of our General Manager (Production), Mr. Steven Kostecki, who is the son of Mr. Gene Kostecki (CEO).
 
 
Control by Officers and Directors
 
Our directors and executive officers own approximately 70% of the outstanding shares of our common stock.  Accordingly, these stockholders possess substantial control over our operations.  This control may allow them to amend corporate filings, elect all of our board of directors, and substantially control all matters requiring approval by our stockholders, including approval of significant corporate transactions.
 
 
Compliance With Section 16(a) of the Exchange Act
 
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission (the “Commission”) initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.  Officers, directors, and persons who beneficially own more than ten percent of a registered class of our equity securities are required by the regulations of the Commission to furnish us with copies of all Section 16(a) forms they file.  To our knowledge, based solely on review of the copies of such reports furnished to us, during the fiscal year ended September 30, 2009, our officers, directors, and greater than ten percent beneficial owners complied with all Sections 16(a) filing requirements applicable to them.
 
 
14

 
 
Item 11.
Executive Compensation.
 
The following table sets forth the annual cash compensation for services rendered by our Chief Executive Officer for the fiscal year ended September 30, 2009. No other executive officer earned or secured more than $100,000 in salary and bonus for services rendered during the fiscal year ended September 30, 2008:
 
SUMMARY COMPENSATION TABLE
 
   
Annual Compensation
       
Name and Position
 
Year
 
Salary
   
Bonus
   
Long-Term Compensation
   
All Other Compensation
 
                                     
Gene Kostecki
 
2009
  $ 91,636     $ 0              
President and Chief
 
2008
  $ 113,453     $ 0              
Executive Officer
 
2007
  $ 121,301     $ 0              
 
Stock Option Plan
 
In May 2000, we adopted the 2000 Stock Option Plan.  The purpose of the plan is to enable us to attract, retain and motivate key employees, directors, and consultants, by providing them with stock options.  Options granted under the plan may be either incentive stock options, as defined in Section 422A of the Internal Revenue Code of 1986, or non-qualified stock options.  We have reserved 2,000,000 shares of common stock for issuance under the plan.  As of December 3 2009, no options had been granted pursuant to the plan.
 
Our Board of Directors will administer the plan.  Our Board has the power to determine the terms of any options granted under the plan, including the exercise price, the number of shares subject to the option, and conditions of exercise.  Options granted under the plan are generally not transferable, and each option is generally exercisable during the lifetime of the holder only by the holder.  The exercise price of all incentive stock options granted under the plan must be at least equal to the fair market value of the shares of common stock on the date of the grant.  With respect to any participant who owns stock possessing more than 10% of the voting power of all classes of our stock, the exercise price of any incentive stock option granted must be equal to at least 110% of the fair market value on the grant date.  Our Board of Directors approves the terms of each option.  These terms are reflected in a written stock option agreement.
 
 
Employment Agreements
 
There are current employment agreements in place with Mr. Gene Kostecki, our President and Chief Executive Officer, and Mr. Alan Winduss, our Chief Financial Officer and Secretary.
 
 
Limitations of Liability and Indemnification of Directors and Officers
 
Our certificate of incorporation and bylaws limit the liability of directors and officers to the maximum extent permitted by Delaware law.  We will indemnify any person who was or is a party, or is threatened to be made a party to, an action, suit or proceeding, whether civil, criminal, administrative or investigative, if that person is or was a director, officer, employee or agent of ours or serves or served any other enterprise at our request.
 
In addition, our certificate of incorporation provides that, generally, a director shall not be personally liable to us or our stockholders for monetary damages for breach of the director’s fiduciary duty.  However, in accordance with Delaware law, a director will not be indemnified for a breach of its duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or a knowing violation or any transaction from which the director derived improper personal benefit.
 
 
15

 
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management.
 
The following table sets forth, as of December 3 2009, the number and percentage of outstanding shares of common stock beneficially owned by:
 
 
·
each person who we know beneficially owns more than 5% of the outstanding shares of our common stock;
 
 
·
each of our executive officers and directors; and
 
 
·
all of our officers and directors as a group.
 
Except as otherwise noted, the persons named in this table, based upon information provided by these persons, have sole voting and investment power with respect to all shares of common stock owned by them.  The number of shares of common stock outstanding used in calculating the percentage for each listed person includes the shares of common stock underlying options or warrants held by such person that are exercisable within 60 days of December 3, 2009, but excludes shares of common stock underlying options or warrants held by any other person.  Unless otherwise indicated, the address of each beneficial owner is c/o Alloy Steel, 42 Mercantile Way Malaga, P.O. Box 3087 Malaga D C 6945, Western Australia.
 
Name of Beneficial Owner
 
Number of Shares
   
Percentage of Common Stock Beneficially Owned
 
                 
Gene Kostecki
    10,313,300       59.4 %
                 
Alan C. Winduss
    1,893,250       10.9 %
                 
All officers and directors as a group (two persons)
    12,206,550       70.4 %

Details of our Equity Compensation Plans are outlined in Item 5 of this Form.  No Equity Instruments have been issued under the plans.
 
Item 13.
Certain Relationships and Related Transactions.
 
Messrs. Gene Kostecki and Alan Winduss are both directors of Alloy Steel International, Inc. and its subsidiary, Alloy Steel Australia (Int) Pty Ltd.
 
Mr. Alan Winduss is a director of a public accounting firm Winduss & Associates Pty Ltd, which provides accounting and secretarial services to Alloy Steel’s subsidiary, Alloy Steel Australia (Int.) Pty Ltd.  These services are provided at normal commercial rates and conditions.
 
Alloy Steel Australia (Int.) Pty Ltd paid rent of $177,019, for commercial premises it occupied during the year, to Raglan Securities Pty Ltd, a company controlled by Mr. Gene Kostecki.  The rent is at commercial rates.
 
The license granted to use the Alloy process provides for royalty payments to Kenside Investments, Ltd, in an amount equal to 2% of our net sales of Arcoplate products.  Our Chief Executive Officer, director and principal shareholder, Mr. Gene Kostecki controls Kenside Investments, Ltd.
 
Item 14.
Principal Accountant Fees and Services.
 
The Board of Directors reviewed all services performed for the company by UHY Haines Norton, our independent registered public accounting firm, for the fiscal years ended September 30, 2009 and 2008, within and outside the scope of their quarterly and annual auditing function.
 
 
16

 
 
 
   
2009
   
2008
 
             
Audit Fees
    52,793       51,744  
Audit-Related Fees
    -       -  
Tax Fees
    -       -  
All Other Fees
    -       -  
 
The fees labeled Audit-Related Fees above principally involved the auditing of the annual financial statements of the company and the economic entity and review of the audit of the overseas operating entity, together with the review of quarterly financial statements as lodged with regulatory authorities.
 
 
17

 
 
PART IV
 
 
Item 15.
Exhibits
 
Exhibit No.
 
Description
3.1
 
Certificate of Incorporation*
3.2
 
By-laws*
4.1
 
Specimen Certificate*
10.1
 
2000 Stock Option Plan*
10.2
 
License Agreement, dated May 4, 2000, between Alloy Steel and Kenside Investments, Ltd.*
10.3
 
Employment Agreement, dated October 2, 2000, between Alloy Steel and Gene Kostecki*
10.4
 
Employment Agreement, dated October 2, 2000, between Alloy Steel and Alan Winduss*
10.5
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Berryhill Investments, Ltd.*
10.6
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Chartreuse Nominees Pty. Ltd.*
10.7
 
Amended and Restated Consulting Agreement, dated October 2, 2000, between Alloy Steel and Persia Consulting Group, Inc.*
10.8
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Ragstar Investments, Ltd.*
10.9
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Alan Winduss Pty. Ltd.*
10.10
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Ames Nominees Pty. Ltd.*
10.11
 
Lease Agreement, dated July 1, 2000, between Alloy Steel and Raglan Securities Pty. Ltd.*
10.12
 
Asset Purchase Agreement, dated October 2, 2000 between Alloy Steel and Collier Unit Trust*
10.13
 
Equipment Purchase Agreement, dated October 2, 2000, between Alloy Steel and Collier Unit Trust*
10.14
 
Asset Purchase Agreement, dated October 2, 2000, by and among Alloy Steel and Gene Kostecki and Alan Winduss*
10.15
 
Amendment dated July 1, 2004, to Employment Agreement between Alloy Steel and Gene Kostecki*
10.16
 
Amendment dated July 1, 2004, to Employment Agreement between Alloy Steel and Alan Winduss*
31.1
 
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)**
31.2
 
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)**
32.1
 
Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**
32.2
 
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350**

 
*
  Previously filed. See Exhibit Index.
 
**
  Filed herewith.

 
18

 
 
SIGNATURES
 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 23, 2009
ALLOY STEEL INTERNATIONAL, INC.
 
(Registrant)
         
         
   
By:
/s/ Gene Kostecki
       
Gene Kostecki
       
President and Chief Executive Officer

In accordance with the Exchange Act, 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/ Gene Kosetcki
 
Director and
   
Gene Kostecki
 
 President and Chief Executive Officer (Principal Executive Officer)
 
December 23, 2009
         
/s/ Alan Winduss
 
Director and
   
Alan C. Winduss
 
 Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
 
December 23, 2009

 
19

 

Alloy Steel International, Inc.

Annual Report on Form 10-K for the
Year Ended September 30, 2009

EXHIBIT INDEX

Exhibit No.
 
Description
3.1
 
Certificate of Incorporation [Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form SB-2, SEC File No. 333-49146, filed on November 2, 2000, as amended (the “Registration Statement”).]
3.2
 
By-laws [Incorporated by reference to Exhibit 3.2 to the Registration Statement.]
4.1
 
Specimen Certificate [Incorporated by reference to Exhibit 4.1 to the Registration Statement.]
10.1
 
2000 Stock Option Plan [Incorporated by reference to Exhibit 10.1 to the Registration Statement.]
10.2
 
License Agreement, dated May 4, 2000, between Alloy Steel and Kenside Investments, Ltd. [Incorporated by reference to Exhibit 10.2 to the Registration Statement.]
10.3
 
Employment Agreement, dated October 2, 2000, between Alloy Steel and Gene Kostecki [Incorporated by reference to Exhibit 10.3 to the Registration Statement.]
10.4
 
Employment Agreement, dated October 2, 2000, between Alloy Steel and Alan Winduss [Incorporated by reference to Exhibit 10.4 to the Registration Statement.]
10.5
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Berryhill Investments, Ltd. [Incorporated by reference to Exhibit 10.5 to the Registration Statement.]
10.6
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Chartreuse Nominees Pty. Ltd. [Incorporated by reference to Exhibit 10.6 to the Registration Statement.]
10.7
 
Amended and Restated Consulting Agreement, dated October 2, 2000, between Alloy Steel and Persia Consulting Group, Inc. [Incorporated by reference to Exhibit 10.7 to the Registration Statement.]
10.8
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Ragstar Investments, Ltd. [Incorporated by reference to Exhibit 10.8 to the Registration Statement.]
10.9
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Alan Winduss Pty. Ltd. [Incorporated by reference to Exhibit 10.9 to the Registration Statement.]
10.10
 
Consulting Agreement, dated October 2, 2000, between Alloy Steel and Ames Nominees Pty. Ltd. [Incorporated by reference to Exhibit 10.10 to the Registration Statement.]
10.11
 
Lease Agreement, dated July 1, 2000, between Alloy Steel and Raglan Securities Pty. Ltd. [Incorporated by reference to Exhibit 10.11 to the Registration Statement.]
10.12
 
Asset Purchase Agreement, dated October 2, 2000 between Alloy Steel and Collier Unit Trust [Incorporated by reference to Exhibit 10.12 to the Registration Statement.]
10.13
 
Equipment Purchase Agreement, dated October 2, 2000, between Alloy Steel and Collier Unit Trust [Incorporated by reference to Exhibit 10.13 to the Registration Statement.]
10.14
 
Asset Purchase Agreement, dated October 2, 2000, by and among Alloy Steel and Gene Kostecki and Alan Winduss [Incorporated by reference to Exhibit 10.14 to the Registration Statement.]
10.15
 
Amendment dated July 1, 2004, to Employment Agreement between Alloy Steel and Gene Kostecki.
10.16
 
Amendment dated July 1, 2004, to Employment Agreement between Alloy Steel and Alan Winduss.
 
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
 
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
 
Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
 
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
 
20


ALLOY STEEL INTERNATIONAL, INC.
AND CONTROLLED ENTITIES

CONSOLIDATED FINANCIAL STATEMENTS
AND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

SEPTEMBER 30, 2009 and 2008

 
 

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
(ITEM 7)


   
Report of Independent Registered Public Accounting Firm
F-2
   
Consolidated Financial Statements
 
   
Consolidated Balance Sheet September 30, 2009 and 2008
F-3
   
Consolidated Statements of Operations Years ended September 30, 2009 and 2008
F-4
   
Consolidated Statements of Stockholders' Equity Years ended September 30, 2009 and 2008
F-5
   
Consolidated Statements of Cash Flows Years ended September 30, 2009 and 2008
F-6
   
Notes to Consolidated Financial Statements
F-7 – 16

 
F-1

 

Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders
of Alloy Steel International Inc

We have audited the accompanying consolidated balance sheets of Alloy Steel International Inc and Controlled Entities (the “Company) as of September 30 2009 and 2008, and the related consolidated statements of operations, stockholders equity and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis of designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Alloy Steel International Inc and Controlled Entities as of September 30 2009 and 2008, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 
/s/ UHY Haines Norton
 
Chartered Accountants


Perth, Australia
December 23, 2009

 
F-2

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES

CONSOLIDATED BALANCE SHEETS
September 30, 2009 and 2008

   
Sep-09
   
Sep-08
 
ASSETS
           
             
             
Current assets
           
Cash and cash equivalents
  $ 424,090     $ 664,054  
Accounts receivable
    3,104,393       2,290,147  
Inventories
    2,247,759       2,365,049  
Prepaid expenses and other current assets
    82,948       70,161  
Total current assets
    5,859,190       5,389,411  
                 
                 
                 
Property and equipment, net
    3,350,600       2,976,290  
                 
                 
Other assets
               
Investments
    222,702       173,422  
Other assets
    17,863       17,863  
Total other assets
    240,565       191,285  
                 
    $ 9,450,355     $ 8,556,986  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
                 
                 
Current liabilities
               
Notes payable, current portion
  $ 93,868     $ 75,739  
Accrued officers' salaries
    11,745       14,998  
Royalties payable, related party
    936,829       763,176  
Current tax payable
    -       1,100,129  
Accounts payable and other current liabilities
    2,338,297       1,026,329  
Total current liabilities
    3,380,739       2,980,371  
                 
Long-term liabilities
               
Notes payable, less current portion
    145,843       225,728  
Notes payable, officers, less current portion
    255       -  
Employee entitlement provisions
    11,916       9,402  
Deferred tax liabilities
    212,338       19,342  
Total long-term liabilities
    370,352       254,472  
                 
Commitments and contingencies
               
                 
Stockholders' equity
               
Preferred stock, $.01 par value, authorized 3,000,000 shares; issued and outstanding - none
    -       -  
Common stock, $.01 par value, authorized  50,000,000 shares; issued and outstanding 17,350,000 shares
    173,500       173,500  
Capital in excess of par value
    1,767,512       1,769,382  
Accumulated income
    2,830,721       2,902,976  
Accumulated other comprehensive income
    931,743       474,419  
Non Controlling Interest
    (4,212 )     1,866  
Total stockholders' equity
    5,699,264       5,322,143  
                 
    $ 9,450,355     $ 8,556,986  

See accompanying notes to consolidated financial statements.

 
F-3

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES

CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended September 30, 2009 and 2008

   
Sep-09
   
Sep-08
 
             
Sales
  $ 8,819,217     $ 13,511,458  
                 
Cost of sales
    5,747,172       6,541,427  
                 
Gross profit
    3,072,045       6,970,031  
                 
Selling, general and administrative expenses
    3,056,352       3,359,311  
                 
Profit (Loss) from operations
    15,693       3,610,720  
                 
Other income (expense)
               
Interest income
    26,306       64,424  
Interest expense
    (39,363 )     (20,938 )
Dividend income
    6,785       6,387  
Insurance recovery
    27,096       56,119  
Sundry Income
    24,135       30,154  
Writedown for fair value adjustment
    -       (12,195 )
Profit on disposal of property and equipment
    -       39  
Total other income
    44,959       123,990  
                 
Income (loss) before income tax (expense) benefit
    60,652       3,734,710  
                 
Income tax (expense) benefit
    (138,509 )     (1,164,368 )
                 
Net income (loss)
    (77,857 )     2,570,342  
                 
Net (income) loss attributable to non controlling interests
    5,602       2,137  
                 
Net income (loss) attributable to stockholders
  $ (72,255 )   $ 2,572,479  
                 
                 
Basic and diluted income (loss) per common share
  $ (0.004 )   $ 0.15  
                 
                 
Weighted average number of common shares used in computing basic and diluted income (loss)per common share
    17,350,000       17,350,000  

See accompanying notes to consolidated financial statements.

 
F-4

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended September 30, 2009 and 2008

         
Capital in
   
 
   
 
   
Accumulated Other
   
Non
   
Total
 
   
Common Stock
     excess of    
Accumulated
   
Comprehensive
    Comprehensive     controlling      Stockholders'  
   
Shares
   
 Amount
     par value      Income      Income      Income      Interests      Equity  
                                                 
                                                 
Balances, September 30,  2007
   
17,350,000
   
$
173,500
     
1,769,382
     
330,497
           
1,086,631
   
$
     
$
3,360,010
 
                                                               
                                                               
Net Loss
                           
2,572,479
   
$
2,572,479
                     
2,572,479
 
                                                                 
Other comprehensive income,                                                                
Foreign currency translation adjustment
                                   
 (547,645
   
  (547,645
           
  (547,645
Fair value adjustment for available for sale assets
                                   
(64,567
)
   
(64,567
)
           
(64,567
)
                                                                 
Total comprehensive income - Year ended September 30, 2007
                                 
$
1,960,267
                         
                                                                 
Non controlling interest in subsidiary
                                                               
Issued capital in subsidiary
                                                   
4,000
         
Accumulated income (loss)
                                                   
(2,137
)
       
Accumulated comprehensive income
                                                   
3
     
1,866
 
                                                                 
                                                                 
                                                                 
Balances, September 30, 2008
   
17,350,000
     
173,500
     
1,769,382
     
2,902,976
             
474,419
     
1,866
     
5,322,143
 
                                                                 
                                                                 
Net Income
                           
(72,255
)
 
$
(72,255
)
                   
(72,255
)
                                                                 
Other comprehensive income,                                                                
Foreign currency translation adjustment
                                   
 430,254
     
  430,254
             
   430,254
 
Fair value adjustment for available for sale assets
                                   
27,070
     
27,070
             
27,070
 
                                                                 
Total comprehensive income - Year ended September 30, 2009
                                 
$
385,069
                         
                                                                 
Non controlling interest in subsidiary
                                                               
Accumulated income (loss)
                                                   
(5,602
)
       
Current year other comprehensive loss
                                                   
(476
)
   
(6,078
)
Reduction in capital on incorporation of Subsidiaries
                   
(1,870
)
                                   
(1,870
)
                                                                 
                                                                 
Balances, September 30, 2009
   
17,350,000
   
$
173,500
   
$
1,767,512
   
$
2,830,721
           
$
931,743
   
$
(4,212
)
 
$
5,699,264
 
 
See accompanying notes to consolidated financial statements.

 
F-5

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended September 30, 2009 and 2008


   
Sep-09
   
Sep-08
 
             
Cash flows from operating activities
           
Net income (loss)
  $ (72,255 )   $ 2,572,479  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
               
Depreciation
    187,877       198,080  
Write down of intangible assets and other assets
    -       12,195  
Profit on disposal of property and equipment
    -       (39 )
Dividends reinvested directly to investments
    (5,129 )     (3,066 )
Loss attributable to non controlling interests
    (5,602 )     (2,137 )
Increase (decrease) in cash and cash equivalents attributable to changes in operating assets and liabilities:
               
Accounts receivable
    (1,144,751 )     14,844  
Inventories
    147,633       (1,878,924 )
Income taxes receivable
    (833,490 )     -  
Prepaid expenses and other current assets
    2,184       66,266  
Accrued officer's salaries
    (3,253 )     (315,080 )
Accounts payable and other current liabilities
    1,921,860       129,793  
Income taxes payable
    -       633,276  
                 
Net cash provided by operating activities
    195,074       1,427,687  
                 
Cash flows from investing activities
               
Purchase of property and equipment
    (345,400 )     (644,903 )
Acquisition of interest in subsidiary
    -       (17,863 )
Purchase of investments
    -       (253,197 )
                 
Net cash used in investing activities
    (345,400 )     (915,963 )
                 
Cash flows from financing activities
               
Repayment on notes and loans payable
    (67,586 )     (296,305 )
Proceeds from capital issued to non controlling interests
    -       4,000  
                 
Net cash used in financing activities
    (67,586 )     (292,305 )
                 
Effect of foreign exchange rate changes on cash and cash equivalents
    (22,052 )     (39,660 )
                 
Net increase (decrease) in cash and cash equivalents
    (239,964 )     179,759  
                 
Cash and cash equivalents, beginning of year
    664,054       484,295  
                 
Cash and cash equivalents, end of year
  $ 424,090     $ 664,054  
                 
                 
Supplemental disclosures of cash flow information,
               
cash paid during the years for:
               
                 
Income taxes
  $ 971,999     $ 531,093  
                 
                 
Interest
  $ 39,568     $ (22,849 )
                 
                 
Supplemental disclosures of non-cash investing and financing activities,
               
Equipment acquired under notes payable
  $ -     $ 142,369  

See accompanying notes to consolidated financial statements.

 
F-6

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.
Nature of operations

Alloy Steel International, Inc. (ASII), its wholly-owned subsidiary, Alloy Steel Australia (Int.) Pty Limited (ASAI), wholly owned subsidiary Alloy Steel North America LLC (ASNA) and majority owned subsidiary Alloy Steel Mongolia LLC (ASM) (collectively the "Company") manufacture and distribute Arcoplate, a wear-resistant fused-alloy steel plate, to customers throughout the world.


2.
Summary of significant accounting policies

Basis of Presentation

The Company adheres to accounting standards set by the Financial Accounting Standards Board (FASB).  FASB sets generally accepted accounting principles (GAAP) in the United States of America that we follow to ensure we consistently report our financial condition, results of operations and cash flows.  References to GAAP issued by FASB in these notes are to FASB Accounting Standards Codification TM, sometimes referred to as the Codification or ASC.  FASB finalized the Codification effective for periods ending on or after September 15, 2009.  Prior FASB standards are no longer being issued by the FASB.  For further discussion of the Codification see “FASB Codification Discussion” in Management’s Discussion and Analysis of Financial Condition and Results of Operations (commonly referred to as MD&A) as contained in the Company’s 10K as filed with these financial statements.

The Company's consolidated financial statements are denominated in United States dollars.

Principles of Consolidation

The consolidated financial statements include the accounts of ASII, ASAI, ASNA and ASM.  All material intercompany balances and transactions have been eliminated in consolidation.

Revenue Recognition

The Company recognizes revenues when products are shipped and title passes to customers.  Provisions are established, as appropriate, for returns and allowances and warranties in connection with sales.

Cash and Cash Equivalents

The Company considers all highly-liquid debt instruments purchased with maturities of three months or less to be cash equivalents.

Accounts Receivable

The Company carries its accounts receivable at cost less an allowance for doubtful accounts.  On a periodic basis, the Company evaluates its receivables and establishes an allowance for doubtful accounts, based on the history of past write-offs and collections and current credit conditions.  The Company has reviewed its outstanding accounts and, given the company’s credit criteria and quality of clients, notwithstanding the current economic climate, has assessed that there is no need to raise an allowance for doubtful debts.  Accounts are written off as uncollectible once the Company has exhausted its collection efforts.

Fair Value of Financial Instruments

The fair value of the Company's assets and liabilities which qualify as financial instruments under Topic 825, “Financial Instruments,” approximates the carrying amounts presented in the accompanying consolidated balance sheet.

 
F-7

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.
Summary of significant accounting policies (continued)

Inventories

Inventories are valued at the lower of cost or net realizable value.  Cost is determined principally on the first-in, first-out method.

Impairment of Long-Lived Assets

The Company periodically assesses the recoverability of the carrying amounts of long-lived assets, including intangible assets.  A loss is recognized when expected undiscounted future cash flows are less than the carrying amount of the asset.  The impairment loss is the difference by which the carrying amount of the asset exceeds its fair value.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.  Depreciation is computed using both the straight-line and declining value method over the estimated useful lives of the assets as follows:

 
Estimated
Asset
Useful Lives
Plant and equipment
5-20 years
Furniture and fixtures
5-7 years
Vehicles
3-5 years
Office and computer equipment
3-5 years

Maintenance and repairs are charged to operations, while betterments and improvements are capitalized.

Advertising

Advertising costs are charged to operations as incurred and were approximately $12,000 and $14,000 for the years ended September 30, 2009 and 2008, respectively.

Income Taxes

The Company uses an asset and liability approach to financial reporting for income taxes.  Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are recorded based on a determination of whether and how much of a tax benefit taken in its tax filings or positions is more likely than not to be realized, assuming that the matter in question will be raised by the tax authorities. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. The Company has made a comprehensive review of its uncertain tax positions.  The Company believes appropriate provisions for outstanding issues have been made.

 
F-8

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.
Summary of significant accounting policies (continued)

Income (Loss) Per Common Share

Basic income (loss) per share excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.   Diluted income (loss) per common share was the same as basic income (loss) per common share since there were no common stock equivalents outstanding for both years presented.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

New Accounting Pronouncements

In October 2009, the FASB issued authoritative guidance for revenue recognition for multiple-deliverable arrangements. This authoritative guidance impacts the determination of when the individual deliverables included in a multiple-deliverable arrangement may be treated as separate units of accounting. Additionally, this guidance modifies the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. The new guidance is effective for transactions entered into or modified in fiscal years beginning after June 15, 2010, which for the Company will be the first quarter of fiscal 2011. The Company is currently evaluating the potential impact of this authoritative guidance on the Company’s financial position and results of operations.

 
In June 2009, the FASB issued authoritative guidance on variable interest entities, which becomes effective the first annual reporting period beginning after November 15, 2009 and will be effective for the Company in fiscal 2011. This authoritative guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. The Company is currently evaluating the potential impact of this authoritative guidance on the Company’s financial position and results of operations.

 
In April 2009 and December 2007, the FASB issued authoritative guidance on accounting for business combinations including the measurement of acquirer shares issued in consideration for a business combination, the recognition of contingent consideration, the accounting for assets acquired and liabilities that arise from acquired contingencies, the recognition of capitalized in-process research and development, the accounting for acquisition-related restructuring cost accruals, the treatment of acquisition-related transaction costs, and the recognition of changes in the acquirer’s income tax valuation allowance. This authoritative guidance will be effective for the Company in fiscal 2010, with early adoption prohibited. The Company expects that this authoritative guidance will have an impact on its consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions it consummates after the effective date.

 
F-9

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.
Summary of significant accounting policies (continued)


In December 2007, the FASB issued authoritative guidance on noncontrolling interests, which changes the accounting for noncontrolling (minority) interests in consolidated financial statements, including the requirements to classify noncontrolling interests as a component of consolidated stockholders’ equity, and the elimination of “minority interest” accounting in results of operations with earnings attributable to noncontrolling interests reported as part of consolidated earnings. Additionally, this authoritative guidance revises the accounting for both increases and decreases in a parent’s controlling ownership interest. This authoritative guidance will be effective for the Company in fiscal 2010, with early adoption prohibited. The Company is evaluating the potential impact of the implementation of this authoritative guidance on its financial position or results of operations.

 
In September 2006, the FASB issued authoritative guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. In February 2008, the FASB issued authoritative guidance on the effective date of fair value measurements, which delays the effective date for the Company for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the Companys first quarter of fiscal 2010. The measurement and disclosure requirements related to financial assets and financial liabilities were effective for the Company in fiscal 2009.


Foreign Currency Translation

Assets and liabilities of the Company’s wholly-owned subsidiary are translated into U.S. dollars at year-end exchange rates, revenues and expenses and cash flows are translated at average rates prevailing during the year.  Resulting translation adjustments are recorded as a component of accumulated other comprehensive income.

Where the Company’s wholly-owned subsidiaries undertake transactions in currencies other than their functional currency, the resulting gain or loss is recorded as income or expenditure as appropriate at the time the transaction is settled.  Unsettled accounts at year end are revalued at the spot exchange rate as at that date and unrealized gains or losses are recorded in the Company’s statement of operations.


3.
Inventories

Inventories consist of the following at September 30, 2009 and 2008:

   
2009
   
2008
 
Raw materials
  $ 642,461     $ 1,564,030  
Work in progress
    124,343       35,573  
Finished goods
    1,480,955       765,446  
    $ 2,247,759     $ 2,365,049  

 
F-10

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.
Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following at September 30, 2009 and 2008:

   
2009
   
2008
 
Prepaid expenses
  $ 68,256     $ 63,992  
Deposit paid to suppliers
    14,692       2,660  
Goods and services tax receivable
    -       3,509  
    $ 82,948     $ 70,161  


5.
Property and equipment

Property and equipment consists of the following at September 30, 2009 and 2008:

   
2009
   
2008
 
Leasehold Land
  $ 23,123     $ 23,123  
Less accumulated amortization
    3,894       2,352  
    $ 19,229       20,771  
                 
Plant and equipment
  $ 4,212,274     $ 3,586,645  
Furniture and fixtures
    43,235       40,603  
Vehicles
    278,287       261,772  
Leasehold Improvements
    33,466       31,480  
Office and computer equipment
    168,203       147,085  
      4,735,465       4,067,585  
Less accumulated depreciation
    1,404,094       1,112,066  
    $ 3,331,371     $ 2,955,519  
    $ 3,350,600     $ 2,976,290  


Depreciation and amortization expense for the years ended September 30, 2009 and 2008 was approximately $199,000 and $170,000, respectively. At September 30, 2009 and 2008, property and equipment included approximately $458,000 and $430,000 and accumulated depreciation included approximately $173,000 and $100,000 related to assets acquired under notes payable respectively.


6.
Investments

The company holds investments in marketable securities as of September 30, 2009 and 2008 as follows:

   
2009
   
2008
 
Non-current assets
  $ 222,702     $ 173,422  

Effective October 1, 2008, the Company determines the fair value of assets and liabilities using a fair value hierarchy with the highest priority being quoted prices in active markets. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

 
F-11

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.
Investments (continued)

Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.


Determining which hierarchical level an asset or liability falls within requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the Consolidated Balance Sheet as of September 30, 2009:


   
Fair Value Measurements
 
       
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Marketable Securities Long term
  $ 222,702       -       -     $ 222,702  


The Company has corrected an error in the reporting of fair value adjustments in relation to its investment in marketable securities.  The Company incorrectly applied the fair value adjustment of the investment held as “available for sale” through the Statement of Operations whilst such adjustments are required to be a component of comprehensive income shown on the Statement of Stockholders Equity.  As the Company first held investments during the fiscal year ended September 30, 2008, the financial statements for the year then ended, together with quarterly unaudited statements reported during the current fiscal year are the only reports to contain the misstatement.

The impact on net income for the fiscal year ended September 30, 2008 is to increase the net income before taxes by $64,567 from $3,670,143 to $3,734,710.  Net income attributable to stockholders for the year is increased by the same amount from $2,507,912 to $2,572,479.  Basic and Diluted income per share increased by $0.01 from $0.14 to $0.15.

Accumulated income as stated on the Company’s Balance Sheet as at September 30, 2008, increased by $64,567 from $2,838,409 to $2,902,976, and accumulated other comprehensive income as at that date decreased by $64,567 from $538,986 to $474,419.

The Company’s Statement of Cash Flows is adjusted through the revised net income attributable to stockholders being adjusted to $2,572,479 from $2,507,912, with a corresponding adjustment to write down of intangible assets and other assets decreasing from $76,762 to $12,195.

 
F-12

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.
Notes Payable

Notes payable at September 30, 2009 and 2008 consists of the following:

   
2009
   
2008
 
Note payable (a)
  $ 9,248     $ 12,377  
Note payable (b)
    93,924       130,472  
Note payable (c)
    9,095       15,306  
Note payable (d)
    35,358       42,672  
Note payable (e)
    92,086       100,640  
      239,711       301,467  
Less current portion
    93,868       75,739  
    $ 145,843     $ 225,728  


(a)  
The note is payable in monthly installments of $375 including interest at a rate of 7.61% per annum, with a final payment in March 2010. The note is collateralized by the underlying equipment and is guaranteed by the officers of the Company.

(b)  
The note is payable in monthly installments of $4,420 including interest at a rate of 7.25% per annum, with a final balloon payment in November 2010. The note is collateralized by the underlying equipment and is guaranteed by the officers of the Company.

(c)  
The note is payable in monthly installments of $681 including interest at a rate of 7.61% per annum, with a final balloon payment in February 2010.  The note is collateralized by the underlying equipment and is guaranteed by the officers of the Company.

(d)  
The note is payable in monthly installments of $962 including interest at a rate of 9.22% per annum, with a final payment in March 2012.  The note is collateralized by the underlying equipment and is guaranteed by the officers of the company.

(e)  
The note is payable in monthly installments of $2,226 including interest at a rate of 9.65% per annum, with a final payment in June 2012.  The note is collateralized by the underlying equipment and is guaranteed by the officers of the company.


As of September 30, 2009, aggregate annual principal payments for each of the following years are as follows:

Year ending September 30,
     
2010
    93,868  
2011
    75,900  
2012
    69,943  
    $ 239,711  

 
F-13

 

ALLOY STEEL INTERNATIONAL, INC. AND CONTROLLED ENTITIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.
Income taxes

Income (loss) before income tax expense (benefit) for the years ended September 30, 2009 and 2008 were derived in the following jurisdictions:

   
2009
   
2008
 
Australia
  $ 412,267     $ 3,929,921  
Mongolia
    (8,404 )     (5,343 )
United States
    (337,609 )     (189,868 )
                 
                 
    $ 60,652     $ 3,734,710  


The components of income tax expense (benefit) are as follows for the years ended September 30, 2009 and 2008:

   
2009
   
2008
 
Current
           
Foreign
  $ (14,692 )   $ 1,100,129  
                 
Deferred
               
Foreign
    153,201       64,239