Edgar Filing: ALLIS CHALMERS CORP

UNITED STATE SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO

COMMISSION FILE NUMBER 1-2199

ALLIS-CHALMERS CORPORATION
--------------------------

(Exact name of registrant as specified in its charter)

DELAWARE 39-0126090
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

7660 WOODWAY, SUITE 200, HOUSTON, TEXAS 77063
---------------------------------------------
(Address of principal executive offices) (Zip code)

(713) 369-0550
--------------
Registrant's telephone number, including area code

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $0.15 PER SHARE

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

Indicate by check mark if the disclosure of delinquent filers pursuant to ITEM
405 of Regulation S-K (ss.220.405 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 this
Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of the common equity held by non-affiliates of the
registrant, computed using the average of the bid and ask price of the common
stock of $1.40 per share on June 28, 2002, as reported on the OTC Bulletin
Board, was approximately $2,675,705 (affiliates included for this computation
only: directors, executive officers and holders of more than 5% of the
registrant's common stock).

At March 28, 2003, there were 19,633,340 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS
-----------------

PART III

10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........................3
11. EXECUTIVE COMPENSATION.....................................................7
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............11
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................13

PART IV

15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K..........15
CERTIFICATIONS AND SIGNATURES.................................................16

-2-

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K/A is being filed for the purpose of amending
and restating Part III of the Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, filed with the Securities and Exchange Commission on
March 31, 2002. In connection with these amendments, the registrant is also
amending the Exhibit Index in Item 15(c) to include the certifications required
by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, as Exhibit 99.1 and 99.2, each of which is being
filed as an exhibit to this Amendment No. 1.

All capitalized terms used, but not defined, in this Amendment No. 1 are defined
in the Annual Report on Form 10-K for the fiscal year ended December 31, 2002,
filed with the Securities and Exchange Commission on April 15, 2003.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

INFORMATION REGARDING DIRECTORS.

The following individuals serve on our Board for a term of one year and until
their successors are elected and take office:

NAME AGE DIRECTOR SINCE
---- --- --------------

David A. Groshoff 31 October 1999
Munawar H. Hidayatallah 58 May 2001
Robert E. Nederlander 70 May 1989
Saeed M. Sheikh 66 May 2001
James W. Spann 50 February 2002
Michael D. Tapp 33 February 2002
Jens H. Mortensen 50 February 2003
Leonard Toboroff 70 May 1989
Thomas O. Whitener, Jr. 56 February 2002

David A. Groshoff has served as our director since October 1999. Mr. Groshoff
has been employed by Pacholder Associates, Inc. since September 1997 and
currently serves as Senior Vice President and Associate General Counsel. From
November 1996 until September 1997, Mr. Groshoff was a practicing attorney. Mr.
Groshoff serves on our Board on behalf of the Pension Benefit Guaranty
Corporation, which has the right to appoint one director for so long as it holds
117,020 shares of our Common Stock. Mr. Groshoff is also a director of Atlas
Minerals, Inc.

-3-

Munawar H. Hidayatallah has served as our Chairman of the Board and Chief
Executive Officer since May 2001, and was President from May 2001 through
February 2003. Mr. Hidayatallah was Chief Executive Officer of OilQuip Rentals,
Inc., which merged with us in May 2001, from its formation in February 2000
until its dissolution in December 2001. From December 1994 until August 1999,
Mr. Hidayatallah was the Chief Financial Officer and a director of IRI
International, Inc., which manufactured, rented and sold oilfield equipment, and
was acquired by National Oilwell, Inc. in early 2000. From August 1999 until
February 2000, Mr. Hidayatallah worked as a consultant to IRI International,
Inc. and Riddell Sports Inc.

Mr. Jens H. Mortensen formed Jens' Oilfield Service, Inc. ("Jens'"), one of our
subsidiaries, in 1982 after having spent eight years in operations and sales
positions with a South Texas casing crew operator. As sole stockholder and CEO
of Jens', he grew the company from its infancy to approximately $10.0 million of
revenues in 2001. His experience includes extensive knowledge of specialized
equipment utilized to install the various strings of casing required to drill
and complete oil and gas wells.

Robert E. Nederlander has served as our director since May 1989. Mr. Nederlander
served as our Chairman of the Board from May 1989 to 1993, and as our Vice
Chairman from 1993 to 1996. Mr. Nederlander has been a Director of Cendant Corp
since December 1997, the successor to HFS where he was a director of from
July 1995 to December 1997. Since November 1981, Mr. Nederlander has been
President and/or Director of the Nederlander Organization, Inc., owner and
operator of one of the world's largest chains of legitimate theaters. Since
December 1998, Mr. Nederlander has been a co-managing partner of the Nederlander
Company, LLC, operator of legitimate theaters outside the City of New York. Mr.
Nederlander has been Chairman of the Board Varsity Bands, Inc. (formerly Riddell
Sports, Inc.) since April 1988 and was the Chief Executive Officer of such
corporation from 1988 through April 1, 1993. From February until June 1992, Mr.
Nederlander was also Riddell Sports, Inc.'s interim President and Chief
Operating Officer. He served as the Managing General Partner of the New York
Yankees from August 1990 until December 1991, and has been a limited partner
since 1973. Mr. Nederlander had been President since October 1985 of Nederlander
Television and Film Productions, Inc. and was Chairman of the Board and Chief
Executive Officer from January 1988 to January 2002 of Mego Financial Corp. Mr.
Nederlander was a director of Mego Mortgage Corp. from September 1996 until June
1998. From October 1996 to May 2002 Mr. Nederlander was a director of New
Communications, Inc., a publisher of community oriented free circulation
newspapers.

Saeed M. Sheikh has served as our director since May 2001. Since 1972 Mr. Sheikh
has served as President and a director of Star Trading & Marine, Inc., a ship
brokerage firm and international shipping agents.

James W. Spann has served as our director since February 2002. Mr. Spann was a
founding partner and since May 1996 has served as Chief Investment Officer of
Energy Spectrum Capital, the general partner of Energy Spectrum Partners, L.P.
("Energy Spectrum"), a private equity partnership focusing on the energy
industry and our largest stockholder. Prior to 1996, Mr. Spann was a managing
director of CIGNA Private Securities, the private debt and equity investment
division of Cigna Corporation, at which Mr. Spann oversaw an oil, gas and
chemical portfolio of private securities totaling over $1.5 billion.

Michael D. Tapp has served as our director since February 2002. Since 1998, Mr.
Tapp has served as Vice President of Energy Spectrum Capital, and serves as a
director of various Energy Spectrum portfolio companies. Prior to joining
Energy Spectrum, Mr. Tapp worked for the investment banking firm Nesbitt Burns
Securities in Houston, Texas, where he worked on various M&A assignments in
private and public securities underwritings. His responsibilities include
financial and economic modeling and investment oversight.

-4-

Leonard Toboroff has served as our director, Vice Chairman of the Board and our
Executive Vice President since May 1989. Mr. Toboroff has served as a director
and Vice President of Varsity Brands, Inc. (formerly of Riddell Sports, Inc.)
from April 1988 to the present, and is also a director of Engex Corp. Mr.
Toboroff has been a practicing attorney continuously since 1961.

Thomas O. Whitener, Jr. has served as our director since February 2002. Mr.
Whitener is a founding partner of Energy Spectrum Capital and has been a partner
since May 1996. He has also served as a managing director of Energy Spectrum
Advisors, Inc., a financial advisory firm for energy companies, since October
1997. Mr. Whitener has been financing companies in the energy industry since
1974. From 1987 to 1996, Mr. Whitener was an investment banker with R. Reid
Investments Inc. and Dean Witter Reynolds.

Messrs. Spann, Tapp & Whitener serve as designees of Energy Spectrum, which as
the holder of the outstanding Preferred Stock currently has the right to appoint
three directors to our Board.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, as well as beneficial owners of 10% or more of
the Company's Common Stock, to file reports concerning their ownership of
Company equity securities with the Securities and Exchange Commission and the
Company. Based solely upon information provided to the Company and by individual
directors, executive officers and such beneficial owners, the Company believes
that during the fiscal year ended December 31, 2000 all its directors, executive
officers and beneficial owners of 10% or more of its Common Stock complied with
the Section 16(a) filing requirements, except that Todd Seward filed a Form 3
late in connection with his becoming Chief Accounting Officer in November 2002.
There were no transactions reportable by Mr. Seward, who does not own any shares
of our Common Stock.

-5-

INFORMATION REGARDING EXECUTIVE OFFICERS

The names of our current executive officers, and certain information about them,
are set forth below.

NAME AGE POSITION
---- --- --------

Munawar H. Hidayatallah 58 Chief Executive Officer and Chairman
since May 2001 and President from May
2001 until February 2003. Mr.
Hidayatallah founded OilQuip in February
2000 and has significant experience in
the oil field services industry. From
1994 until August 1999, Mr. Hidayatallah
was the Chief Financial Officer and a
director of IRI International, Inc.,
which manufactured, rented and sold
oilfield equipment, which was acquired
by National Oilwell, Inc. in early 2000.
From August 1999 until February 2000,
Mr. Hidayatallah worked as a consultant
to IRI International, Inc. and Riddell
Sports, Inc.

Jens H. Mortensen 50 Mr. Mortensen has served as President of
Jens' since he founded Jens' in 1982
after having spent eight years in
operations and sales positions with a
South Texas casing crew operator. As
sole stockholder and CEO of Jens', he
grew the company from its infancy to
about $10.0 million of revenues in 2001.
His experience includes extensive
knowledge of specialized equipment
utilized to install the various strings
of casing required to drill and complete
oil and gas wells.

Todd Seward 40 Mr. Seward has served as our Chief
Accounting Officer since September 2002
and from October 2001through September
2002 served as our Corporate Controller.
From February 2000 to October 2001, Mr.
Seward was an Executive Accounting
Consultant where he served as a Regional
Controller for Cemex, the world's third
largest cement company. From February
1997 until February 2000, Mr. Seward
served as Director of Finance for APS
Holdings, Inc., a $750 million consumer
branded auto parts distributor and
reseller. Mr. Seward has 16 years of
experience in all aspects of accounting,
financial and treasury management. He
possesses an extensive background in SEC
reporting including IPO's and GAAP.

-6-

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid or awarded by us in 2002
and 2001 to all persons who served as executive officers during 2002 who
received more than $100,000 in salary and bonus compensation (the "named
executive officers"). None of the named executive officers received compensation
from us during 2000.

Annual Compensation

Name and
Principal Position Year Salary Bonus
------------------ ---- ------ -----
Munawar H. Hidayatallah, 2002 $294,666(1) $143,000
President, Chairman & 2001 $240,635(2) $ 77,000
Chief Executive Officer (3)

Jens H. Mortensen, 2002 $137,500 $0
President and Chief 2001 $0 $0
Operations Officer (4)

(1) Of this amount, $65,000 was deferred and not paid during 2002.
(2) This entire amount was deferred and paid to Mr. Hidayatallah in 2002.
(3) The amount of bonuses awarded to Mr. Hidayatallah are determined pursuant to
his employment agreement, based on acquisitions completed by the Company (see,
"Employment Agreements with Management," below).
(4) Mr. Mortensen served as President of Jens' since we acquired Jens' in
February 2002 and as such has been considered one of our executive officers; in
February 2003 Mr. Mortensen was named our President and Chief Operations
Officer.

-7-

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2002 with respect to
the shares of the Company's Common Stock that may be issued under the Company's
existing equity compensation plans.

Weighted-
Number of average Number of securities
securities to be exercise remaining available for
issued upon price of for future issuance
exercise of outstanding, under equity
outstanding options, compensation plans
options, warrants warrants (excluding securities
Plan Category and rights and rights reflected in column A)
----------------------------------- ----------------- -------------- ----------------------

Equity compensation plans approved
by security holders (1) 0 2,500,000
Equity compensation plans not
approved by security holders 3,956,500 $0.26 0
----------------- ----------------------

Total 3,956,500 $0.26 2,500,000
----------------------------------- ----------------- ----------------------

(1) Consists of the 2002 Incentive Stock Plan. This plan terminated on March 6,
2003, and there were no options outstanding under this plan at December 31,
2002. On February 25, 2003, we adopted the 2003 Incentive Stock Plan
pursuant to which options to acquire up to the lesser of 10% of our
outstanding Common Stock and 4,000,000 shares of Common Stock may be
issued.

EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITY HOLDERS:

These plans comprise the following:

In 1999 and 2000, the Board compensated former and continuing Board members who
had served from 1989 to March 31, 1999 without compensation by issuing
promissory notes totaling $325,000 and by granting stock options to these same
individuals. Options to purchase 24,000 shares of Common Stock were granted with
an exercise price of $2.75. These options vested immediately and may be
exercised any time prior to March 28, 2010. During 2000 or 2001, none of these
options were exercised.

On May 31, 2001, our Board granted to one of our directors, Leonard Toboroff, an
option to purchase 500,000 shares of Common Stock at $0.50 per share,
exercisable for 10 years from October 15, 2001. The option was granted for
services provided by Mr. Toboroff to OilQuip prior to the merger of OilQuip
Rentals, Inc. and Allis-Chalmers Corporation, including providing financial
advisory services, assisting in OilQuip's capital structure and assisting
OilQuip Rentals, Inc. in finding strategic acquisition opportunities.

-8-

In conjunction with the purchase of assets of Mountain Compressed Air, Inc. in
February of 2001, we issued a Common Stock warrant for 620,000 shares to a
third-party investment firm that assisted the Company in its initial
identification and purchase of the assets. The warrant entitles the holder to
acquire up to 620,000 shares of Common Stock of Mountain Air at an exercise
price of $.01 per share over a nine-year period commencing on February 7, 2001.

In February 2001, we issued two warrants ("Warrants A and B") for the purchase
of 1,165,000 total shares of the Company's Common Stock at an exercise price of
$0.15 per share and one warrant for the purchase of 335,000 shares of the
Company's Common Stock at an exercise price of $1.00 per share in connection
with the subordinated debt financing of Mountain Air in 2001. The holders may
redeem Warrants A and B for a total of $1,500,000 as of January 31, 2004 and
January 31, 2005, respectively.

On February 6, 2002, in connection with the acquisition of substantially all of
the outstanding stock of Strata, the Company issued a warrant for the purchase
of 437,500 shares of the Company's Common Stock at an exercise price of $1.00
per share over the term of four years.

OPTION GRANTS IN LAST FISCAL YEAR

In 2002, we adopted the 2002 Incentive Stock Plan and issued options to purchase
575,000 shares to former officers. These options were subject to vesting
requirements and did not vest prior to the termination of the employment of the
officers. Moreover, the 2002 Incentive Stock Plan automatically terminated on
March 6, 2003, as a result of our failure to obtain stockholder approval of the
plan prior to such date. As discussed below, on February 25, 2003, our Board
approved the Allis-Chalmers Corporation 2003 Incentive Stock Plan; however, no
options have been issued pursuant to this plan.

In February 2003 our Board of Directors adopted, subject to obtaining
stockholder approval within the next 12 months, the Allis-Chalmers Corporation
2003 Incentive Stock Plan (the "Plan") pursuant to which we are able to grant
stock options and other stock-based compensation to our officers, directors and
service providers. No options have been granted pursuant to the Plan. We
anticipate that the Plan will be approved by stockholders pursuant to a Written
Consent in Lieu of Annual Meeting within the next few months.

EMPLOYMENT AGREEMENTS WITH MANAGEMENT

Mr. Hidayatallah serves as our Chief Executive Officer and Chairman of the Board
pursuant to the terms of a three-year employment agreement dated as of February
7, 2001. Under the terms of his employment agreement, Mr. Hidayatallah receives
an annual base salary of $300,000 subject to increase or decrease by our Board,
but in no event will the base salary be less than $200,000. In addition, Mr.
Hidayatallah is entitled to receive incentive compensation equal to one-half of
one percent of the purchase price of any company we acquire. If Mr.
Hidayatallah's employment is terminated by us for any reason other than "cause",
as defined in Mr. Hidayatallah's employment agreement, or death or disability,
then he is entitled to receive his then current salary for 12 months following
the date of his termination reduced by the compensation Mr. Hidayatallah
receives from any new employer during such period. If Mr. Hidayatallah's
employment agreement is terminated as a result of his disability, then he is
entitled to receive his then current salary for up to 6 months or until he
obtains rights under any disability plan we maintain for him. In addition, we
are required to maintain a term life insurance policy in the amount of
$2,500,000 the proceeds of which would be used to repurchase shares of our
Common Stock from Mr. Hidayatallah's estate in the event of his death. The
number of shares purchased will be determined based upon the fair market value
of our Common Stock, as determined by a third party experienced in valuations of
this type, appointed by the Company.

-9-

Jens H. Mortensen, Jr. serves as President of Jens' pursuant to the terms of a
three-year employment agreement dated February 1, 2002. Under the terms of his
agreement, Mr. Mortensen receives a salary of $150,000 that may not be reduced
below such amount. If Mr. Mortensen's agreement is terminated by us for any
reason other than "cause", as defined in Mr. Mortensen's agreement, or death or
disability, then he is immediately entitled to receive all amounts due through
the term of his agreement. He also serves as our President and Chief Operation
Officer, but does not receive additional compensation for such services.

BOARD OF DIRECTORS COMPENSATION

Our policy is to pay our directors a fee of $1,000 per quarter, plus an annual
grant of options to purchase 5,000 shares of our Common Stock at an exercise
price equal to the fair market value of the shares on the date of grant.
However, because of restraints imposed by our lenders, we did not pay cash fees
to our directors during 2002, nor did we issue options for services provided
during 2002. In lieu of such fees, our Board has recommended to the Compensation
Committee that the Company issue each director 5,000 shares of our Common Stock
as well as options to acquire an additional 5,000 shares of our Common Stock for
services rendered in 2002. Directors are also compensated for out of pocket
travel expenses.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of our Board currently consists of Messrs. Sheikh and
Whitener. Neither of these individuals has been our officer or employee at any
time. No current executive officer has ever served as a member of our Board or
compensation committee of any other entity that has or has had one or more
executive officers serving as a member of our Board or our Compensation
Committee.

Thomas O. Whitener is a principal of Energy Spectrum, from whom we acquired
Strata in February 2002, in consideration of 6,559,863 shares of our Common
Stock, warrants to purchase an additional 437,500 shares of Company Common Stock
at an exercise price of $0.15 per share and 3,500,000 shares of newly created
Preferred Stock. In addition, as a result of our failure to redeem the Preferred
Stock prior to February 4, 2003, we issued to Energy Spectrum an additional
warrant to acquire 875,000 shares at an exercise price of $0.15 per share.
Energy Spectrum, which is our largest shareholder, is a private equity fund
headquartered in Dallas, Texas.

-10-

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information known to us with respect to
the beneficial ownership of our Common Stock as of April 23, 2003, calculated in
accordance with the rules of the Securities and Exchange Commission, by (i) all
persons known to beneficially own five percent (5%) or more of the our Common
Stock, (ii) each director, (iii) the executive officers named below under
Executive Compensation - 2002 Summary Compensation Table, and (iv) all current
directors and executive officers as a group.

Beneficial
Number of Shares Ownership
Name Beneficially Owned Percentage
---- ------------------ ----------

Energy Spectrum (1) 15,747,363 54.6%
Munawar H. Hidayatallah (2) 4,375,000 22.3%
Colebrooke Investments, Inc. (3) 3,375,000 17.2%
Robert E. Nederlander (4) 341,310 1.7%
Leonard Toboroff (5) 591,309 2.9%
Saeed Sheikh (6) 1,000,000 5.1%
James W. Spann (1) 15,747,363 54.6%
Michael D. Tapp (1) 15,747,363 54.6%
Thomas O. Whitener (1) 15,747,363 54.6%
David Groshoff (7) 585,100 3.0%
Jens H. Mortensen (8) 11,795,537 39%
Executive Officers as a group 16,170,537 54%
(2 persons) (9)
All directors and executive officers as a group
(10 persons) (10) 34,456,310 87%

___________
(1) Energy Spectrum includes Energy Spectrum Partners, L.P., a Delaware limited
partnership, the principal business of which is investments, Energy Spectrum
Capital LP ("Energy Spectrum Capital"), a Delaware limited partnership, the
principal business of which is serving as the general partner of Energy Spectrum
Partners, L.P., Energy Spectrum LLC ("Energy Spectrum LLC") a Texas limited
liability company, the principal business of which is serving as the general
partner of Energy Spectrum Capital, and Sidney L. Tassin, James W. Spann,
Michael D. Tapp, James P. Benson, Leland B. White and Thomas O. Whitener, Jr.,
executives and principles of the foregoing persons. The principal business
address of each of the foregoing persons is 5956 Sherry Lane, Suite 900, Dallas,
Texas 75225. Messrs. Tassin, Spann, Benson, White and Whitener are the members
and managers of Energy Spectrum LLC, and Messrs. Tassin (President), Whitener
(Chief Operating Officer) and Spann (Chief Investment Officer) are executive
officers of Energy Spectrum LLC. Energy Spectrum Partners, L.P. is the record
owner of 6,559,863 shares of our Common Stock, warrants to purchase 1,312,500
shares of Common Stock, and 3,500,000 shares of Preferred Stock which, along
with accrued dividend rights, are convertible into 7,875,000 shares of our
Common Stock. Upon conversion of the Preferred Stock and exercise of the
warrants, Energy Spectrum Partners, L.P. would beneficially own approximately
54.6% of our outstanding Common Stock. The other persons listed above are also
deemed to beneficially own the securities held of record by Energy Spectrum
Partners, L.P.

-11-

(2) Mr. Hidayatallah's address is 7660 Woodway, Suite 200, Houston, Texas 77064.

(3) Colebrooke Investments, Inc. is a limited company organized under the laws
of Guernsey, whose address is LaPlaiderie House, St. Peter Port, Guernsey
GY13DQ. No natural person controls Colebrooke, and none of our officers or
directors has a financial interest in Colebrooke. The owner of all of
Colebrooke's shares is Jupiter Trust, a Guernsey trust. The corporate trustee of
Jupiter Trust is the Ansbacher Trust Company ("Ansbacher"), a Guernsey trust in
which action is taken upon majority vote of such trust's three directors,
Messrs. Robert Bannister and Phillip Retz and Ms. Rachel Whatley. Such directors
have absolute discretion to take action and make investment decisions on behalf
of Ansbacher and can be deemed to control Ansbacher, which has sole voting and
dispository power over the shares of Colebrooke. There are no individual
directors of Colebrooke; the corporate director for Colebrooke is Plaiderie
Corporate Directors One Limited, a Guernsey Company ("Plaiderie"). Plaiderie is
wholly-owned by Ansbacher Guernsey Limited ("Ansbacher Limited"), a controlled
registered bank in Guernsey. The ultimate parent of Ansbacher Limited is First
Rand Limited ("First Rand"), a publicly-owned company listed on the Johannesburg
Stock Exchange. First Rand can be deemed to control Plaiderie.

(4) Includes options to purchase 2,000 shares of our Common Stock at an exercise
price of $2.75 per share which are currently exercisable. Mr. Nederlander's
address is 1450 Broadway, Suite 2001, New York, NY 10018

(5) Includes options to purchase 500,000 shares of our Common Stock at an
exercise price of $0.50 per share and options to purchase 2,000 shares of our
Common Stock at an exercise price of $2.75 per share, all of which are currently
exercisable. See "Certain Relationships and Related Transactions." Mr.
Toboroff's address is address is 1450 Broadway, Suite 2001, New York, NY 10018

(6) Mr. Sheikh's address is 1050 17th Street, N.W., Suite 450, Washington DC
20036

(7) Mr. Groshoff has the authority to vote and to direct the disposition of
these shares on behalf of the Pension Benefit Guaranty Corporation. Mr.
Groshoff's address is 8044 Montgomery Rd., Suite 480, Cincinnati OH 45236

(8) Includes 1,397,849 shares of Common Stock and 10,397,688 shares of Common
Stock which Mr. Mortensen has the right to obtain upon the exercise of Mr.
Mortensen right to convert his interest in Jens' into shares of our Common Stock
pursuant to an Option Agreement either into in connection with the acquisition
of Jens' (see "Certain Relationships and Related Transactions"). Mr. Mortensen's
address is 7660 Woodway, Suite 200, Houston, Texas 77064

(9) Includes the shares beneficially owned by Mr. Hidayatallah and Mr. Sheikh.

(10) Includes the shares described in Notes (1) - (2) and Notes (4) - (8).

Energy Spectrum is the record holder of 6,559,963 shares of Common Stock and
3,500,000 shares of Preferred Stock which entitle it to an aggregate 13,559,863
or approximately 51% of the votes to be voted on matters presented to
stockholders. As a result, Energy Spectrum has the right to approve or
disapprove a proposed merger or any other transaction presented to stockholders
and requiring the approval of a majority of the outstanding shares.

-12-

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

At December 31, 2001, we owed Mr. Hidayatallah $318,000 related to deferred
compensation, and Mr. Hidayatallah owed us $61,000 for advances. No interest was
charged on either of these obligations, any all amounts were paid in the first
quarter of 2002. No loans by the Company were outstanding at December 31, 2002.
At December 31, 2002, the Company owed Mr. Hidayatallah $78,000 related to
deferred compensation and for advances to the Company totaling $49,000.

Mr. Hidayatallah is a personal guarantor of substantially all of the financing
extended to us by commercial banks.

On May 31, 2001, options to purchase 500,000 shares of our Common Stock with an
exercise price of $0.50 per share were granted to our director Leonard Toboroff
in connection with services provided by Mr. Toboroff, including providing
financial advisory services to OilQuip, introducing OilQuip to us, assisting in
the capital structure of OilQuip and assisting OilQuip in finding strategic
acquisition opportunities through the introduction of OilQuip to equity sources.
Such options may be exercised at any time prior to October 13, 2011.

In February 2002, we purchased from our current President and Chief Operating
Officer, Jens H. Mortensen, 81% of the outstanding stock of Jens' for (i)
$10,250,000 in cash, (ii) a $4,000,000 note payable with a 7.5% interest rate
and the principal due in four years, (iii) $1,234,560 for a non-compete
agreement payable monthly for five years, (iv) an additional payment of $841,000
based upon Jens' working capital as of February 1, 2002 and (v) 1,397,849 shares
of our Common Stock. We entered into a three-year employment agreement with Mr.
Mortensen under which we will pay Mr. Mortensen a base salary of $150,000 per
year. We also entered into a Shareholders Agreement with Jens' and Mr. Mortensen
providing for restrictions against transfer of the stock of Jens' by us and Mr.
Mortensen, entered into an Option Agreement pursuant to which Mr. Mortensen has
the option to exchange his shares of stock of Jens' for shares of our Common
Stock with a value equal to 4.6 times the trailing EBITDA of Jens' determined in
accordance with GAAP, less any inter-company loans or third party investments in
Jens', times nineteen percent (19%). Our Common Stock will be valued based on
the average closing bid price for the stock for the preceding 30 days. Mr.
Mortensen has a demand registration right pursuant to the Shareholder Agreement
that requires the Company to register his shares of the Company under the
Securities Act of 1933, as amended, which can be exercised until August 1, 2005,
at Mr. Mortensen's cost, along with piggyback registration rights.

Mr. Mortensen leases to Jens' a yard in Pearsall, Texas and received $28,800 in
rental payments for such property in 2002. In addition, Mr. Mortensen and
members of his family own 100% of Tex-Mex Rental & Supply Co., a Texas
corporation, that sold approximately $290,000 of equipment and other supplies to
the Company in 2002. Management of the Company believes these transactions were
on terms at least as favorable to the Company as could have been obtained from
unrelated third parties.

-13-

We acquired 100% of the preferred stock and 95% of the Common Stock of Strata in
consideration for the issuance to Energy Spectrum of 6,559,863 shares of our
Common Stock, warrants to purchase an additional 437,500 shares of Company
Common Stock at an exercise price of $0.15 per share and 3,500,000 shares of
Preferred Stock. In addition, as a result of our failure to redeem the Preferred
Stock prior to February 4, 2003, we issued to Energy Spectrum an additional
warrant to acquire 875,000 shares at an exercise price of $0.15 per share.
Energy Spectrum, which is now our largest shareholder, is a private equity fund
headquartered in Dallas, Texas. Energy Spectrum's principals and officers
include three of our directors, James W. Spann, Michael D. Tapp, and Thomas O.
Whitener.

-14-

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) List of Documents Filed

99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(b) Reports on Form 8-K

None.

The exhibits listed on the Exhibit Index located at Page 19 of this Annual
Report are filed as part of this Form 10-K/A.

-15-

CERTIFICATIONS

I, Munawar H. Hidayatallah, Chief Executive Officer of the Company, certify
that:

(1) I have reviewed this Amendment No. 1 on Form 10-K/A (the "annual report")
annual report on Form 10-K/A of Allis-Chalmers Corporation;

(2) Based on my knowledge, this annual report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.

(5) The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

(a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

(6) The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

DATE: APRIL 29, 2003 BY: /S/ MUNAWAR H. HIDAYATALLAH
---------------------------
MUNAWAR H. HIDAYATALLAH
CHIEF EXECUTIVE OFFICER

-16-

I, Todd C. Seward, Chief Accounting Officer of the Company, certify that:

(1) I have reviewed this Amendment No. 1 on Form 10-K/A (the "annual report")
annual report on Form 10-K/A of Allis-Chalmers Corporation;

(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

(c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date.

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

DATE: APRIL 29, 2003 BY: /S/ TODD SEWARD
-----------------------------
TODD C. SEWARD
CHIEF ACCOUNTING OFFICER

-17-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on April 29, 2002.

BY: /S/ MUNAWAR H. HIDAYATALLAH
-------------------------------
MUNAWAR H. HIDAYATALLAH
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, this report has been signed on the date indicated by
the following persons on behalf of the registrant and in the capacities
indicated.

NAME TITLE DATE
-------------------------------- ------------------------------------ -----------------

/S/ MUNAWAR H. HIDAYATALLAH Chairman and Chief Executive Officer April 29, 2003
-------------------------------- (Principal Financial Officer and
Munawar H. Hidayatallah Principle Executive Officer)

/S/ JENS H. MORTENSEN President, Chief Operating Officer April 29, 2003
-------------------------------- and Director
Jens H. Mortensen

/S/ TODD SEWARD Chief Accounting Officer April 29, 2003
-------------------------------- (Principal Accounting Officer)
Todd Seward

Director April __, 2003
--------------------------------
David A. Groshoff

Director April __, 2003
--------------------------------
Saeed Sheikh

Director April __, 2003
--------------------------------
Leonard Toboroff

/s/ James W. Spann Director April 29, 2003
--------------------------------
James W. Spann

/S/ Michael D. Tapp Director April 29, 2003
--------------------------------
Michael D. Tapp

/S/ Robert E. Nederlander Director April 29, 2003
--------------------------------
Robert E. Nederlander

Director April __, 2003
--------------------------------
Thomas O Whitener, Jr.

-18-

EXHIBIT INDEX

99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002

99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002

-19-