8-K/A 1 ansc_8k-a.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest reported): April 15, 2003 Anscott Industries, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida (State or Other Jurisdiction of Incorporation) 0-26513 86-0000714 (Commission File Number)(IRS Employer Identification No.) 26 Haynes Drive, Wayne, New Jersey 07470 (Address of Principal Executive Offices)(Zip Code) (973)696-7575 (Registrant's Telephone Number, Including Area Code) Liquidix, Inc. 16648 E. Laser Drive, #9 Fountain Hills, Arizona 85268 (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 1. CHANGES IN CONTROL OF REGISTRANT On April 15, 2003 (the "Effective Date"), pursuant to a Stock Purchase Agreement and Share Exchange between Liquidix, Inc., a Florida corporation with its principal place of business located at 16458 E. Laser Drive, Suite 9, Fountain Hills, Arizona 85268 ("Liquidix"); the principal shareholders of Liquidix ("Liquidix Shareholders"); AFS Seals, Inc. an Arizona corporation with its principal place of business located at 16458 E. Laser Drive, Suite 9, Fountain Hills, Arizona 85268 ("AFS") ; Anscott Industries, Inc., a New Jersey corporation with its principal place of business at 26 Haynes Drive, Wayne, New Jersey 07470 ("Anscott") and the shareholders of Anscott, Liquidix acquired all of the shares of Anscott from the Anscott shareholders in consideration for the issuance of a total of 45,000,000 shares of Liquidix to the Anscott shareholders and the transfer of all of the current assets and liabilities of Liquidix to AFS. Pursuant to the Agreement, Anscott became a wholly owned subsidiary of the Company and Liquidix filed articles of amendment in the state of Florida changing its name to Anscott Industries, Inc. Pursuant to the terms of the Agreement, Perry Barker, Jenelle Ray, Douglas Brooks and Harold Davis resigned as the directors of the Company and Jack Belluscio was appointed as the sole member of the Board of Directors. In addition, Mr. Barker as President, Ms. Ray resigned as Vice President, Secretary and Treasurer and Mr. Brooks resigned as Technical Vice President of the Company and Jack Belluscio was named as President, Chief Financial Officer, Chief Executive Officer and Steven Hoh was named as Secretary of the Company. The Acquisition was approved by the unanimous consent of the Board of Directors of the Company and Anscott on April 15, 2003. The following table sets forth information regarding the beneficial ownership of the shares of the Common Stock (the only class of shares previously issued by the Company) at April 15, 2003, by (i) each person known by the Company to be the beneficial owner of more than five percent (5%) of the Company's outstanding shares of Common Stock, (ii) each director of the Company, (iii) the executive officers of the Company, and (iv) by all directors and executive officers of the Company as a group, prior to and upon completion of this Offering. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person and can be contacted at the address of the Company. NAME OF SHARES OF TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS 5% STOCKHOLDERS Common Jack Belluscio 44,000,000 (1) 96.31% DIRECTORS AND NAMED EXECUTIVE OFFICERS Common Jack Belluscio 44,000,000 (1) 96.31% DIRECTORS AND 44,000,000 (1) 96.31% OFFICERS AS A GROUP (1) the 45,000,000 shares issued to the Anscott Industries, Inc. pursuant to the Agreement, including the 44,000,000 to Jack Belluscio, are being held in escrow until, Perry Barker, the former President of the Company, is satisfied that the Company is receding forward with its business plan and the Company has undertake the filing of all necessary documents with the Securities and Exchange in a timely manner, including the 8K with audited financial statements. The Company has acknowledged that it is in receipt of a satisfactory business plan and the shares will be released upon timely filing of the 8K with audited financial statements and acceptance by Mr. Barker that the Company is proceeding with its business plan. The following is a biographical summary of the directors and officers of the Company: Jack Belluscio has been the President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company since April 15, 2003. He has been employed as the Chief financial Officer of our subsidiary, Anscott Industries, Inc., since 2000. From 1995 to 2000 Mr. Belluscio was employed by Global Technologies, El Segundo, Ca. as its President. From 1990 to 1995 he was President of Caled Chemical, Wayne, NJ. From 1987 to 1990 Mr. Belluscio was employed by Western Union, Upper Saddle River, NJ. From 1983 - 1987 he was employed by Citibank, New York, NY. Mr. Belluscio has an MBA with a concentration in finance and economics. He has held positions on the Board of Directors of the Textile Care Association and New York Military Academy. The following is a biographical summary of the Company's key employees: Bill Cosnotti - Since 1997 Mr. Cosnotti has been employed by Caled Chemical, one of the subdivision of our subsidiary Anscott Industries, Inc. as the division President. From 1992 to 1997 he was the President of Liberty Computer and Tag Systems, New York, NY which is the nation's largest inventory control system. From 1972 to 1992 he was employed as the Executive Vice President of Laidlaw Corporation, Phoenix, AZ who is the countries second largest wire hanger manufacturer. In addition, he has held positions on the Board of Directors of Anscott Chemical, Liberty Computer and Tag Systems and Textile Allied Care Trade Association. George Guzzardo - Since 1980 Mr. Guzzardo has been employed by Caled Chemical as a chemist, product developer and field manager. Currently Mr. Guzzardo holds the position of VP of Marketing and Sales, he manages the companies national technical service force that maintain the companies 7,000+ end-users, 800 distributor sales personnel and 150 warehouses supplying the companies specialty chemicals and filters. Bob Verdicchio, PhD - Has been Anscott's lead research chemist since 1996, Mr. Verdicchio currently hold the position of Chief Technology Officer of our subsidiary, Anscott Industries, Inc. From 1971 to 1996 he was employed by Johnson & Johnson as a lead patent chemist for new developments. He has held several positions as committee chairman for the research and development of new products. In addition, he has been a group leader for health and environmental impact of future product offering. Steven Hoh - Mr. Hoh has been the Vice President of Operations of our subsidiary, Anscott Industries, Inc. since 1980. He has held several positions within Anscott Industries, Inc. and currently is responsible for manufacturing personnel coordination of materials throughout the company's worldwide distribution network. Edward Fulton - Mr. Fulton has been the Vice President of Engineering for a subsidiary of, Anscott Industries, Inc. since 1995. From 1979 to 1995 he was employed by HyPur Filtration Company, Wayne NJ as a manufacturing engineering. From 1969 to 1979 Mr. Fulton was the Vice President of Manufacturing for the AC/Delco filter Division of General Motors. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Pursuant to the Acquisition Agreement, the Company acquired one hundred percent (100%) of the issued and outstanding shares of common stock of Anscott Industries, Inc. for the issuance of 45,000,000 shares of $0.0001 par value common stock of the Company. Pursuant to the Agreement, Anscott Industries, Inc. became a wholly owned subsidiary of the Company. Prior to entering into this Agreement, the Company was principally engaged in developing, manufacturing and marketing products based on or derived from its ferrofluid technology. Ferrofluids are stable magnetic liquids that can be precisely positioned or controlled with a magnetic force. Ferrofluids consist of molecular-sized magnetic particles that are surface treated so that they can be dispersed in various fluids, usually a synthetic lubricating oil. Ferrofluids are designed to have a choice of properties such as viscosity, magnetic strength and vapor pressures to perform numerous specific functions such as sealing, sensing, lubricating, damping and heat transfer. the Company sold its industrial products to the semiconductor industry, the vacuum industry and original equipment manufacturers. Pursuant to the terms fo the Agreement, the Company spun off all of its assets to AFS Seals, Inc. Based on the Agreement and spin off of our assets, we have adopted a new business plan. Through Anscott Industries, Inc., our wholly owned subsidiary, our principal activity is to manufacture and sell specialty chemicals, cleaning agents, odor eliminators, repellents, treatments, purification and decontamination processes for the commercial laundry and cleaning industries. The Company's business is conducted through three segments: Chemical & Additive technology for cleaning and coatings of textiles; Filtration & Equipment that extends the life traditional cleaning chemicals through a recycling process; Commercialization venture leveraging aerospace technology and distribution in order to move from laboratory to commercial products quickly, extending the company's knowledge to deliver solutions to protect people, property and the environment. The Company has its operations in New Jersey, California and Quebec. The Company sells to over 300 distributors and 7,000 end-users worldwide. Chemicals & Additives products accounted for 78% of 2002 revenues; Filtration & Equipment, 20%; Commercialization, 2%. Anscott Industries, Inc. which was established in 1960 is currently a leading manufacturer servicing the laundry and dry cleaning industry. The Company manufactures chemicals and filter equipment that clean clothes professionally. Anscott's technology arm is the exclusive licensee of Raytheon Systems Company (formally HUGHES AIRCRAFT) for the DryWash Process. The Dry Wash Process has been sub-licensed to eight of the industries largest chemical, machine and carbon dioxide manufacturers. The Company sells its products and services to over 7,000 professional cleaners today. More service coverage and technology will more than double Anscott's customer base to fourteen (14,000) thousand within two (2) years. The Company has recently acquired the rights to a method of non-hazardous dry cleaning called the "DryWash Cleaning Process". DryWash replaces "PERC", a probable carcinogen and hazardous material by utilizing liquid carbon dioxide and aerospace technology. DryWash has revolutionized the commercial dry cleaning industry by providing a low cost alternative without toxic chemicals such as perchloroethylene (perc) or petroleum. The Company manages four specific areas of business, they are: CALED CHEMICAL, established 1953, is a leading manufacturer of traditional cleaning products. The products for existing cleaning methods include a full line of brand name detergents, spotting agents and XPel Fabric Protection. Caled has developed specially formulated additives for DryWash technology. Unilever Corporation and Raytheon has been working closely with Caled and currently hold over twenty (20) worldwide patents for cleaning with carbon dioxide. HYPUR EQUIPMENT, established 1971, currently manufacturers filter equipment for existing dry cleaning machines. In the near future, HyPur will extend its product offering to provide the HyPur Laundry and Dry Cleaning package, which incorporates the DryWash Fluid Management System. This system will be marketed to 47,000 cleaners throughout the United States and Canada. The new non-hazardous process called "DryWash" will replace the dangerous chlorinated chemicals currently used today. DryWash will eventually replace the costly water cleaning process currently used in today's industrial and commercial laundries. GLOBAL TECHNOLOGIES, established 1995, acquires military technology, converts it for industry use. The company generates revenue through transfer and royalty fees. Combining the industry expertise of ANSCOTT with the wide reach of ITOCHU, Global Technologies has been able to bring DryWash Process to the laundry and cleaning industry in record time. Exclusive rights for the DryWash Process were purchased by Global Technologies in 1996. As a master licensee, Global Technologies has sub-licensed the technology to some of the industries largest chemical, machine and carbon dioxide manufacturers. TECH SERVICES, is a self-standing field service division that has 22 technical service representatives. Tech Services is the only national service network that serves professional dry cleaners and laundries. It currently represents three product lines and is in the process of adding additional line needing technical service at the field level. Tech Services has recently allocated $250,000 for the construction of a promotional site for new technology. The promotional site will be used to showcase different pieces of equipment that will be produced using the DryWash process. The site is located less than 30 min. from New York City and will also act as a training facility for distributors on a worldwide basis: ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired: ANSCOTT CHEMICAL INDUSTRIES, INC. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEARS ENDED DECEMBER 31, 2002 AND 2001 ANSCOTT CHEMICAL INDUSTRIES, INC. TABLE OF CONTENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 Accountants' Audit Report 1 Financial Statements Consolidated Balance Sheets 2 - 3 Consolidated Statements of Operations 4 Consolidated Statements of Changes in Stockholders' Deficit 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 - 17 Consolidated Supplementary Information 18 Schedule of Cost of Goods Sold and Selling Expenses 19 Schedule of General and Administrative Expenses 20 ACCOUNTANTS' AUDIT REPORT To the Board of Directors Anscott Chemical Industries, Inc. Wayne, NJ We have audited the accompanying consolidated balance sheets of Anscott Chemical Industries, Inc., a New Jersey corporation, as of December 31, 2002 and 2001 and the related consolidated statements of operations, changes in stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Anscott Chemical Industries, Inc. as of December 31, 2002 and 2001, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. H. L. Solomon & Co. P.A. Accountants & Auditors May 16, 2003 (1) ANSCOTT CHEMICAL INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2002 AND 2001

ANSCOTT CHEMICAL INDUSTRIES, INC CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2002 AND 2001

ANSCOTT CHEMICAL INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2002 AND 2001

ANSCOTT CHEMICAL INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT YEARS ENDED DECEMBER 21, 2002 AND 2001

ANSCOTT CHEMICAL INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2002 AND 2001

ANSCOTT CHEMICAL INDUSTRIES, INC. CONSOLIDATED SUPPLEMENTARY INFORMATION SCHEDULE OF COST OF GOODS SOLD AND SELLING EXPENSES YEARS ENDED DECEMBER 31, 2002 AND 2001

ANSCOTT CHEMICAL INDUSTRIES, INC. CONSOLIDATED SUPPLEMENTARY INFORMATION SCHEDULES OF GENERAL AND ADMINISTRATIVE EXPENSES YEARS ENDED DECEMBER 31, 2002 AND 2001

ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: NATURE OF BUSINESS Anscott Chemical Industries, Inc. was incorporated in the State of New Jersey on January 21, 1960. The Company is engaged in the business of manufacturing and distribution of cleaning chemicals and filters used specifically in the dry cleaning industry. The Company sells the cleaning chemicals and filters primarily to customers throughout the United States. The Company performs ongoing credit evaluations of its customers' financial conditions and generally requires no collateral from its customers. Credit losses, when realized, have been within the range of the Company's expectations and, historically have not been significant. BASIS OF ACCOUNTING The consolidated financial statements have been prepared in accordance with generally accepted accounting principles, using the accrual method. Revenues are recorded in the period they are earned and expenses are recorded in the period they are incurred. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, H.D. Realty Corp. and Anscott of Canada, Inc. All intercompany balances and transactions are eliminated in consolidation. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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. COMPREHENSIVE INCOME Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, (SFAS 130), requires that total comprehensive income be reported in the consolidated financial statements. Total comprehensive income is presented on the Consolidated Statements of changes in Stockholders' Deficit. INVENTORY Inventory is stated at the lower of cost (first-in, first-out) or market. See independent auditors' report (7) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED): PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the assets using both straight-line and accelerated methods. Repairs and maintenance are charged to operations in the period incurred. The estimated useful lives used in computing depreciation are: Warehouse Equipment 5-7 years Office Furniture, Lab and Sales Equipment 5-7 years Leasehold improvements 31.5 years Building 31.5 years Land INTANGIBLE ASSETS Intangible assets are recorded at cost. Amortization is calculated using the straight-line method over the following periods: new product development costs, 5 years; start up costs, 5 years; loan organization and acquisition fees over the terms of related loans. INCOME TAXES Current income taxes are based on the current year's income, which is taxable for federal and state income tax reporting purposes. Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities primarily result from differences in the basis of property and equipment, allowance for doubtful accounts, net operating loss carry forwards and investments accounted for under the equity method. NOTE 2 - INVENTORIES: Inventories at December 31, 2002 and 2001 are comprised of the following: 2002 2001 -------- -------- Raw materials $109,767 $149,714 Work in process 33,612 2,189 Finished goods 351,570 300,340 -------- -------- Total inventory $494,949 $452,243 ======== ======== See independent auditors' report (8) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2002 AND 2001 NOTE 3 - PROPERTY AND EQUIPMENT: Property and equipment at December 31, 2002 and 2001 consists of: 2002 2001 ----------- ----------- Furniture & Equipment 607,430 517,634 Capitalized leased equipment -- 64,782 Leasehold improvements 282,920 255,214 Land and building 1,308,099 1,308,099 ----------- ----------- 2,198,449 2,145,729 Less: accumulated depreciation (1,235,706) (1,192,388) ----------- ----------- Property and Equipment, Net $ 962,743 $ 953,341 =========== =========== NOTE 4 - INTANGIBLE ASSETS Intangible assets at December 31, 2002 and 2001 consist of:

Accumulated amortization includes $154,450 and $154,452 relating to the amortization of joint venture start up costs for the years ended December 31, 2002 and 2001 respectively. NOTE 5 - INVESTMENT IN CALED SIGNAL PRODUCTS CANADA LTD.: Anscott of Canada, Inc., a wholly owned consolidated subsidiary, has a 50% ownership interest in Caled Signal, which is carried on the equity method.

See independent auditors' report (9) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 6 - INVESTMENT IN GLOBAL TECHNOLOGIES, L.L.C.: Global Technologies, L.L.C. ("Global") is a 50% owned limited liability company, which is accounted for using the equity method. The Company was started during 1995 to produce and market a new dry cleaning system called "Dry Wash." 2002 2001 --------- --------- Balance at equity - December 31, 2001 and 2000 $ 188,617 $ 202,217 Pro-rata share of net loss - 2002 and 2001 -- (13,600) --------- --------- Balance at equity - December 31, 2002 and 2001 $ 188,617 $ 188,617 ========= ========= NOTE 7 - LEASE COMMITMENTS: Capital Leases As of December 31, 2002, the Company has no capital leases, the balance of $4,972 was written off. NOTE 8 - TRADE NOTES PAYABLE: The Company has refinanced several trade payables and renegotiated prior outstanding trade notes payable into long-term trade notes payable as follows: Balance at December 31, 2002- $ 364,130 ----------- Several trade payables were refinanced and prior outstanding trade notes payable were renegotiated into long-term trade notes payable due in varying monthly installments, including interest at varying rates ranging from 6.25% to 12% at various maturity dates extending into 2005. Total 364,130 Less: current portion 172,405 ----------- Total long-term portion $ 191,725 ===========

See independent auditors' report (10) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 9 - LINE OF CREDIT: The Company had a revolving line of credit with a financial institution that was initially available for a 3-year term from December 23, 1996 and automatically renewed on a year-to-year basis. During September 2000, the Company obtained a revolving line of credit with a different financial institution. The credit line is initially available for a 2-year term commencing on September 10, 2000 and ending September 2002. The proceeds were used to pay off the prior existing line of credit and some of the outstanding debt. Advances under the credit line are based on 85% of eligible accounts receivable plus the lessor of 50% of eligible inventory or $300,000. Borrowings under the credit line may not exceed $1,300,000. The balances on the credit line at December 31, 2002 and 2001 were $653,428 and $802,684 respectively. The credit line bears interest at 6% above the bank's reference rate, which was 10.75% (prime + 6%) at December 31, 2002. The major shareholder, his wife, H.D. Realty Corp., and Anscott of Canada, Inc. guarantee the credit line. The credit line is collateralized by substantially all of the assets of the Company, a third mortgage on the major shareholder's primary residence, and Anscott of Canada, Inc.'s 50% interest in Caled Signal. NOTE 10 - NOTES PAYABLE: Balance at December 31, 2002 - $ 5,349 Note bearing interest at 16.44% per annum, payable in 48 installments of principal and interest of $1,143. The final payment was due October 2001 and the note is secured by a 3,000 gallon stainless tank. The Company renegotiated the note. See independent auditors' report (11) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 10 - NOTES PAYABLE (CONT'D): Balance at December 31, 2002 - 107,594 ----------- During September 2000, the Company obtained an equipment loan, which is linked to the revolving line of credit (Note 9). The proceeds were used to pay off the two prior term loans and part of the previous revolving line of credit. The loan is payable in monthly installments of $3,260 plus interest for a period of five years. Total 112,943 Less: current portion 44,474 ----------- Total long-term portion $ 68,469 =========== Future minimum payments on the notes payable are as follows: YEAR ENDED DECEMBER 31, 2003 $ 44,474 2004 39,120 2005 29,349 2006 - ------------- Total $ 112,943 ============= NOTE 11 - SMALL BUSINESS ADMINISTRATION LOAN On April 29, 1999, the Company entered into a loan agreement with the Small Business Administration in the amount of $1,276,000. The loan bears interest at the prime rate published in the Wall Street Journal plus 1.75%. The loan is collateralized by the Company's land and building. The loan is payable in monthly installments of principal and interest of $11,541, with the remaining principal and accrued interest due and payable 264 months from the date of the initial disbursement. During 2002, the Company renegotiated the loan to defer principal payments for a four-month period. Principal balance at December 31, 2002 $ 1,263,125 Less: current portion 9,531 -------------- Total Long-term portion $ 1,253,594 ============== See independent auditors' report (12) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 12 - SMALL BUSINESS ADMINISTRATION LOAN The Company suffered an economic hardship as a result of the September 11, 2001 disaster. Therefore it applied to the SBA for a disaster relief loan. The $40,125 initial payment was used to purchase raw materials during December 2001. The balance of $368,975 was received in 2002. Payments and interest will be deferred for a two-year period starting December 2004. The loan is payable in monthly installments of principal and interest of $3,287 with the remaining principal and accrued interest due and payable 15 years at an interest rate of 4% per annum. Future minimum payments on the small business loan of SAB are as follows: YEAR ENDED DECEMBER 31, 2003 $ --- 2004 2,272 2005 27,273 2006 28,151 2007 28,996 Thereafter 322,408 -------------- $ 409,100 ============== See independent auditors' report (13) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 13 - SUPPLEMENTAL DISCLOSURE ON CASH FLOW INFORMATION: Cash paid during the year for: Interest $ 275,297 Income taxes 5,893 Non-cash financing activities: During 2002, the Company recorded an increase in its unrealized foreign currency translation gain of $25,753, on its investment in Caled Signal, which has been added to accumulated other comprehensive income. NOTE 14 - CONCENTRATIONS OF CREDIT RISK: The Company is subject to credit risk on its trade receivables. In the normal course of business, the Company extends credit, on open account, to its customers. The Company performs ongoing credit evaluations of its customers' financial condition and provides reserves for accounts doubtful of collection. NOTE 15 - SALE OF CAPITAL STOCK: During 2002, the Company negotiated with some of its vendors and issued an additional 7,917 shares of stock at $12 per share thereby reducing the balances owed to the vendors. Also the Company purchased back from various vendors 4,851 shares at $12 per share. See independent auditors' report (14) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 16 - INCOME TAXES: The Company files a consolidated Federal income tax return with its wholly owned subsidiary, Anscott of Canada, Inc. Both corporations file separate New Jersey income tax returns. H.D. Realty Corp. files as a "C" corporation for Federal and New Jersey income tax purposes. Significant components of the Company's current and deferred tax asset and liabilities at December 31, 2002 are as follows:

See independent auditors' report (15) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 16 - INCOME TAXES (CONTINUED): Income tax expense consists of the following:

The Company has the following net operating losses ("NOL") available to offset future taxable income: Anscott Chemical Industries, Inc. Federal New Jersey -------------------------------- ------- ---------- Approximately $529,901 $483,978 NOL's expire through the year Anscott of Canada, Inc. Approximately -- $ 9,839 NOL's expire through the year H.D. Realty Corp. Approximately $ 98,977 $ 98,977 NOL's expire through the year See independent auditors' report (16) ANSCOTT CHEMICAL INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2002 AND 2001 NOTE 17 - EMPLOYEE BENEFIT PLAN: The Company has a 401(k) plan covering substantially all of its employees. The Company has the option of making an annual discretionary contribution and can also match each employee's contribution to the plan up to a predetermined limit. For the years ended December 31, 2002 and 2001, the Company has elected not to contribute to the plan. NOTE 18 - SUBSEQUENT EVENT: The company is considering the purchase of a public company to merge into. See independent auditors' report (17) INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTARY INFORMATION To the Board of Directors Anscott Chemical Industries, Inc. Wayne, New Jersey Our report on our audits of the basic financial statements of Anscott Chemical Industries, Inc. for the years ended December 31, 2002 and 2001 appears on page 1. Those audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information presented in the supplemental schedule of operating expenses is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the basic financial statements and, accordingly, we express no opinion on it. H. L. Solomon & Co. P.A. Accountants & Auditors May 16, 2003 See independent auditors' report (18) (b) Pro forma financial information Pro forma financial statements have not been filed with this 8-K since the assets and liabilities of Liquidix, Inc. were spun out pursuant to the Stock Purchase Agreement and Share Exchange. (c) Exhibits NUMBER EXHIBIT 10. Stock Purchase Agreement and Share Exchange dated as of April 15, 2003 by and among Liquidix, Inc. and Anscott Industries, Inc.* *filed with the original 8K filing on April 29, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. ANSCOTT INDUSTRIES, INC. By: /s/ Jack Belluscio ----------------------------------------- Jack Belluscio President June 30, 2003

LIQUIDIX INC 8-K/A