UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2000
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 001-15355
HOLTER TECHNOLOGIES HOLDING, AG
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 84-1393541
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23548 Calabasas Road, Suite 202, Calabasas, California 91302
(Address of principal executive offices)
Registrant's telephone no., including area code: (818) 224-2145
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 No X
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of the Company's common stock,
par value $.001, as of August 4, 2000: 69,512,769
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TABLE OF CONTENTS
Heading
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Page
----
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Consolidated Financial Statements.............................................. 4
Consolidated Balance Sheets -- June 30, 2000.................................. F-1 - F-2
Consolidated Statements of Operations -- three and six months ended
June 30, 2000 and 1999........................................................ F-3 - F-4
Consolidated Statements of Cash Flows -- six months ended
June 30, 2000 and 1999........................................................ F-5 - F-6
Notes to Consolidated Financial Statements .................................... F-7 - F-8
Item 2. Management's Discussion and Analysis and Results of Operations 5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................................. 7
Item 2. Changes In Securities.......................................................... 7
Item 3. Defaults Upon Senior Securities................................................ 12
Item 4. Submission of Matters to a Vote of Securities Holders.......................... 12
Item 5. Other Information.............................................................. 12
Item 6. Exhibits and Reports on Form 8-K............................................... 13
SIGNATURES..................................................................... 14
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PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period ended June
30, 2000, have been prepared by the Company.
-3-
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and December 31, 1999
-4-
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
------
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash $ 385,020 $ 1,369,990
Accounts receivable, net 1,611,256 12,590
Accounts receivable - related party, net -- 83,334
Inventories 390,010 92,610
Prepaid expenses 1,802,997 978
Notes receivable - related party 119,089 520,841
------------ ------------
Total Current Assets 4,308,372 2,080,343
------------ ------------
PROPERTY AND EQUIPMENT
Equipment and machinery 281,957 246,758
Furniture and office equipment 129,181 42,812
Software 1,746 1,046
Less - accumulated depreciation (64,617) (47,266)
------------ ------------
Total Property and Equipment 348,267 243,350
------------ ------------
OTHER ASSETS
Unconsolidated subsidiaries 4,215,627 --
Capitalized project costs 7,744,266 --
Patents -- --
Deposits 490,783 16,704
------------ ------------
Total Other Assets 12,450,676 16,704
------------ ------------
TOTAL ASSETS $ 17,107,315 $ 2,340,397
============ ============
F-1
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
June 30, December 31,
2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 1,603,749 $ 371,861
Accounts payable - related party -- 123,017
Accrued expenses 2,132,661 619,775
Lines of credit 85 203
Notes payable - related party -- 36,931
Billings in excess of costs and earned profit on
construction contracts -- 33,890
Provision for projected loss on construction contracts 82,697 81,886
------------ ------------
Total Current Liabilities 3,819,192 1,267,563
------------ ------------
LONG-TERM DEBT -- --
------------ ------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 2,680,013 88,727
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock: $0.001 par value; 200,000,000 shares
authorized, 69,125,285 and 54,837,737 shares issued
and outstanding, respectively 69,125 54,838
Additional paid-in capital 11,592,908 1,303,425
Stock subscription receivable (1,300,000) --
Other comprehensive income 400,223 53,776
Accumulated deficit (154,146) (427,932)
------------ ------------
Total Stockholders' Equity 10,608,110 984,107
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 17,107,315 $ 2,340,397
============ ============
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F-2
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Contracting revenue $ 1,568,256 $ 74,607 $ 2,716,514 $ 82,098
----------- ----------- ----------- -----------
Total Revenues 1,568,256 74,607 2,716,514 82,098
----------- ----------- ----------- -----------
COST OF SALES
Direct contracting costs 759,041 38,438 1,502,783 42,297
----------- ----------- ----------- -----------
Total Cost of Sales 759,041 38,438 1,502,783 42,297
----------- ----------- ----------- -----------
GROSS MARGIN 809,215 36,169 1,213,731 39,801
----------- ----------- ----------- -----------
EXPENSES
General and administrative 352,773 249,818 676,741 459,360
Bad debt expense -- -- 15,898 --
Depreciation expense 8,536 12,260 16,933 23,347
----------- ----------- ----------- -----------
Total Expenses 361,309 262,078 709,572 482,707
----------- ----------- ----------- -----------
GAIN BEFORE OTHER INCOME
(EXPENSES) 447,906 (225,909) 504,159 (442,906)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSES)
Equity loss (55,484) -- (55,484) --
Other income (expense) 4,116 194 (6,735) 194
Interest income 3,569 -- 9,474 --
Interest expense (18,543) (2,050) (25,927) (4,068)
----------- ----------- ----------- -----------
Total Other Income (Expenses) (66,342) (1,856) (78,672) (3,874)
----------- ----------- ----------- -----------
GAIN (LOSS) BEFORE INCOME
TAXES 381,564 (227,765) 425,487 (446,780)
PROVISION FOR INCOME TAXES 966 1,282 1,013 1,282
INCOME BEFORE MINORITY
INTEREST IN NET (INCOME) LOSS
OF CONSOLIDATED SUBSIDIARIES 380,598 (229,047) 424,474 (448,062)
----------- ----------- ----------- -----------
MINORITY INTEREST IN NET (INCOME)
LOSS OF CONSOLIDATED SUBSIDIARIES (129,408) 51,104 (150,688) 108,409
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 251,190 $ (177,943) $ 273,786 $ (339,653)
=========== =========== =========== ===========
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F-3
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Operations (Continued)
(Unaudited)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- -------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
OTHER COMPREHENSIVE INCOME
Foreign currency translation
adjustments $ 54,635 $ (47,256) $ 346,447 $ 34,601
--------- --------- --------- ---------
Total Other Comprehensive Income 54,635 (47,256) 346,447 34,601
--------- --------- --------- ---------
TOTAL COMPREHENSIVE INCOME $ 305,825 $(225,199) $ 620,233 $(305,052)
========= ========= ========= =========
BASIC INCOME (LOSS) PER SHARE $ 0.00 $ (0.00) $ 0.00 $ (0.00)
========= ========= ========= =========
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F-4
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended
June 30,
--------------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 273,786 $ (339,653)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Equity loss 55,484 --
Minority interest 150,688 (108,409)
Common stock issued for services -- --
Depreciation 16,933 23,347
Bad debt expense 15,898 --
Currency translation adjustment 346,447 34,601
Changes in assets and liabilities:
(Increase) in accounts receivable (1,614,564) (40,393)
(Increase) in prepaid expenses (1,802,019) (43,408)
(Increase) in inventories (297,400) --
(Increase) in deposits (474,079) --
Increase in accounts payable 1,231,888 (104,633)
Increase in payable to related parties (123,017) (5,682)
Increase in accrued expenses 1,479,807 15,526
----------- -----------
Net Cash Used by Operating Activities (740,148) (568,704)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment of capitalized project costs (5,297,603) (317,466)
Purchase of property and equipment (121,850) (38,917)
----------- -----------
Net Cash Used by Investing Activities (5,419,453) (356,383)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment from related parties 485,086 232,802
Proceeds from lines of credit -- --
Common stock issued for cash 4,730,626 170,590
Repayment of related party loans (77,894) --
Borrowings from related parties 36,931 368,283
Payment on lines of credit (118) (1,599)
----------- -----------
Net Cash Provided by Financing Activities 5,174,631 770,076
----------- -----------
NET INCREASE (DECREASE) IN CASH (984,970) (155,011)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 1,369,990 156,995
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 385,020 $ 1,984
=========== ===========
</TABLE>
F-5
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the Six Months Ended
June 30,
--------------------------------
2000 1999
----------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest $25,927 $ 4,068
Income taxes $ 1,013 $ 1,282
NON-CASH FINANCING ACTIVITIES
Common stock issued for services $ -- $ --
F-6
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
June 30, 2000 and December 31, 1999
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows at June 30, 2000 and 1999 and
for all periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December
31, 1999 audited consolidated financial statements. The results of
operations for periods ended June 30, 2000 and 1999 are not
necessarily indicative of the operating results for the full
years.
NOTE 2 - MATERIAL EVENTS
Acquisitions
------------
Effective March 29, 2000, the Company purchased 30% of Heinrich
Holter, GmbH (HH) for $1,500,000. The shares were purchased from
the Company's majority shareholder at his original cost. HH is a
German company operating in environmental technology and mineral
processing in Europe and Asia.
In December 2000, the Company acquired an additional 20% interest
in Heinrich Holter, GmbH from its controlling shareholder for
15,000,000 shares of its common stock.
In March 2000, the Company acquired 50% of Holter Systembau GmbH
(HSB) for $125,000. HSB is a newly formed German corporation
engaged primarily in the business of marketing and sales of low
energy modular housing systems.
On April 1, 2000, the Company purchased 20% of Coolpoint Holter
Environmental Technologies, Ltd. (Coolpoint), a Hong Kong limited
liability corporation, in exchange for 1,388,889 shares of the
Company's common stock. The Company was also granted an option to
purchase up to 20% of any Coolpoint shares offered to the public
in the future. The Company's shares were valued at the trading
price on the date of issue of $0.90 per share. Coolpoint engages
primarily in the business of marketing and sales of air filtration
systems in Asia. Coolpoint has the option to buy additional shares
of the Company's common stock based upon its profits in the year
2000.
In April 2000, the Company acquired 50% of LK-Luftqualitaet AG
(LK), a Swiss corporation, for $650,000. LK engages primarily in
the business of marketing, sales, production, research and
development of air filtration systems in Europe.
F-7
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
June 30, 2000 and December 31, 1999
NOTE 2 - MATERIAL EVENTS (Continued)
In April 2000, the Company purchased 23% of the outstanding common
stock of Huta Zabrze SA (HZ), a Polish corporation, from Leszek
Kulawik, the Managing Director of HZ, in exchange for 2,750,000
shares of the Company's common stock valued at $0.80 per share. In
May 2000, the Company acquired an additional 7% of the outstanding
common stock of Huta Zabrze in exchange for $800,000 and 2,000,000
shares of the Company's common stock. HZ engages primarily in the
production, marketing and sales of steel and iron construction,
telecommunication and energy systems in Europe.
On June 21, 2000, the Company acquired 50% of Intherm, GmbH
(Intherm), a German corporation, for $125,000. Intherm engages
primarily in the business of marketing and sales of energy systems
in Europe.
In December 2000, the Company acquired 50% of Holter Italia
a.r.l., an Italian corporation, from its controlling shareholder
for 10,000,000 shares of its common stock.
Stock Offerings
---------------
Subsequent to December 31, 1999, the Company sold approximately
7,385,160 shares of its common stock for $3,718,678.
F-8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations
For the three and six months ended June 30, 1999 and June 30, 2000
Changes in Financial Condition
In March 2000, the Company acquired 50% of Holter Systembau GmbH
("Systembau") for $125,000 and 30% of the outstanding common stock of Heinrich
Holter GmbH (Holter) for $1,500,000. In April 2000, the Company purchased 50% of
LK-Luftqualitat AG ("LK-Luftqualitat") and, in June 2000, purchased 50% of
Intherm GmbH ("Intherm") for $125,000. The acquisitions were accounted for as
purchases with the assets and liabilities recorded at predecessor cost since
they were purchased from the Company's controlling shareholder. The Company
believes that the purchases of Systembau, Holter GmbH, LK-Luftqualitat and
Intherm has made a substantial, positive contribution to the financial condition
of the Company through the six months ended June 30, 2000. The balance of
current assets at December 31, 1999 was $2,080,343, compared to a balance of
current assets of $4,308,372 at June 30, 2000. The balances of current
liabilities were $1,267,563 and $3,819,192 for the same periods, respectively.
The resulting current ratio at December 31, 1999 was 1.6 :1. The current ratio
at June 30, 2000 was 1.1 :1.
The increase of current assets at June 30, 2000 over December 31, 1999
was due primarily to the increase of accounts receivable from $12,590 to
$1,611,256, an increase of $1,614,564, or 12,824%. This increase is due
primarily to the sales generated by Holter GmbH which were collected in the
third quarter of 2000.
Current assets at June 30, 2000 also increased due to the increase of
prepaid expenses from $978 to $1,802,997, an increase of $1,802,019 due to costs
accumulated in jobs in progress by Holter GmbH. Additionally, inventory
increased $163,054, or 176%, from $92,610 at December 31, 1999, to $390,010 at
June 30, 2000. The increase at June 30, 2000 included primarily materials
purchased for jobs in progress to be completed by Holter GmbH.
The balance of current liabilities at June 30, 2000 is $3,819,192 and
at December 31, 1999 was $1,267,563. The increase of $2,551,629, or 201%, was
due primarily to accrued expenses payable at June 30, 2000 of $2,132,661.
Accounts payable increased $1,231,888, or 331%, from $371,861 at December 31,
1999 to $1,603,749 at June 30, 2000. The increase was primarily due to the
expanded operations of the Company from its acquisition of Holter GmbH and jobs
in progress of Holter GmbH.
The Company purchased $121,850 of equipment during the six months ended
June 30, 2000.
At June 30 2000, the Company had no long-term debt. The Company had
sufficient cash flow from operations to meet its current cash obligations. The
Company anticipates continued positive cash flow from existing operations during
the next twelve months, and will continue to look for ways to invest its cash
flow in acquisitions of company and other investments that will contribute in a
positive way to the Company's operating strategy.
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<PAGE>
Results of Operations
Sales for the three months ended June 30, 2000 were $1,568,256 compared
to $74,607 for the three months ended June 30, 1999 resulting in an increase of
$1,493,649 or 2002%. Cost of goods sold for the three months ended June 30, 2000
was $759,041, or 48% of sales, resulting in gross profit of $809,215, or 52%, of
sales.
Operating expenses include primarily salary and wage expenses and
general and administrative expenses. Salary and wage expenses for the three
months ended June 30, 2000 were $785,507. For the three months ended June 30,
1999, the Company had salary and wage expenses of $255,011. General and
administrative expenses were $1,280,835 for the three months ended June 30, 2000
compared to $79,135 for the three months ended June 30, 1999. The increase is
due to the expanded operations of Holter, Systembau. $61,452 of the costs were
capitalized during the three months ended June 30, 2000 for jobs completed at
the end of 1999 and $1,759,440 was capitalized in 2000.
Sales for the six months ended June 30, 2000 were $2,716,514 compared
to $82,098 for the six months ended June 30, 1999 resulting in an increase of
$2,634,416, or 3209%. Cost of goods sold for the six months ended June 30, 2000
was $1,502,783, or 55% of sales, resulting in gross profits of $1,502,783, or
45%, of sales.
Salary and wages expenses for the six months ended June 30, 2000 were
$1,361,318. For the six months ended June 30, 2000, the Company had salary and
wage expenses of $464,553. General and administrative expenses were $2,317,920
compared to $167,437 for the six months ended June 30, 1999. $3,082,406 of these
costs were capitalized during the six months ended June 30, 2000 for jobs to be
completed in calendar year 2000 compared to $191,421 in calendar year 1999.
Forward-Looking Statements
This Form 10-QSB contains certain "forward-looking statements" which
represent the Company's expectations or beliefs, including, but not limited to,
statements concerning industry performance and the Company's operations,
performance, financial condition, plans, growth and strategies. Any statements
contained in this Form 10-QSB which are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "will," "expect," "anticipate," intent,"
"could," estimate" or continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
certain of which are beyond the Company's control, and actual results may differ
materially depending on a variety of important factors, many of which are beyond
the control of the Company.
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<PAGE>
PART II
Item 1. Legal Proceedings
There are presently no material pending legal proceedings to which the
Company or any of its subsidiaries is a party or to which any of its property is
subject and, to the best of its knowledge, no such actions against the Company
or any of its subsidiaries are contemplated or threatened.
Item 2. Changes In Securities
During the three months ended June 30, 2000, the Company issued shares
of its common stock in private placements to the following investors in the
following amounts:
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Aggregate Price
Date Name # of shares issued Consideration per Share
---- ---- ------------------ ------------- ---------
Acquisition, Reorganization and Services (1)
--------------------------------------------
<S> <C> <C> <C> <C>
4/20/00 Leszek Kulawik (1) 1,875,000 Share Exchange $.80
4/28/00 Leszak Kulawik (1) 875,000 Share Exchange $.80
Huta Zabrze SA (1) $800,000 and
5/19/00 2,000,000 Share Exchange
Acquisition
5/19/00 Coolpoint Ventilation Equipment Ltd.(2) 1,388,889 Cost $.90
Regulation S Sales (3)
----------------------
4/1/00 Jorg Bethke 6,250 $5,000.00 $.80
4/1/00 Hannelore Gartner 12,315 $9,852.00 $.80
4/1/00 Mathias Horn 6,250 $5,000.00 $.80
4/3/00 Michael Kalig 12,254 $9,803.20 $.80
4/3/00 Helmut and Trudel Klee 6,127 $4,901.60 $.80
4/3/00 Christian Mau 3,056 $2,444.80 $.80
4/3/00 Wolfgang Schafer 6,112 $4,889.60 $.80
4/4/00 Christine Roth 13,158 $7,894.80 $.60
4/4/00 Jurgen Zeissler 6,157 $4,925.60 $.80
4/5/00 Carla Cramer 61,576 $49,260.80 $.80
4/5/00 Peter Cramer 49,261 $39,408.80 $.80
4/5/00 Jens Ernat 1,231 $984.80 $.80
4/5/00 Werner Fritzen 30,788 $24,630.40 $.80
4/5/00 Stefan Keber 183,333 $109,999.80 $.60
4/5/00 Dieter Klaes 6,157 $4,925.60 $.80
4/5/00 Dieter Klaes 6,157 $4,925.60 $.80
4/5/00 Stefan Krystek 42,892 $34,313.60 $.80
4/5/00 Axel Puchmuller 27,573 $22,058.40 $.80
4/5/00 Peter Schommer 14,074 $9,851.80 $.70
4/5/00 Michael Schwartz 36,764 $29,411.20 $.80
4/5/00 Thomas Weinand 6,333 $3,799.80 $.60
4/6/00 Roman Bermel 6,157 $4,925.60 $.80
4/6/00 Jurgen Bertges 6,188 $4,950.40 $.80
4/6/00 Peter Rubsamen 40,000 $30,000.00 $.75
4/6/00 Thomas Weinand 41,254 $24,752.40 $.60
4/7/00 Markus Gamperling 3,084 $2,451.20 $.80
4/7/00 Bernhard Gueth 10,000 $8,500.00 $.85
4/7/00 Roland Kunz 10,000 $8,500.00 $.85
4/7/00 Andreas Sabisch 22,700 $18,160.00 $.80
4/10/00 AAA Investment Management, Inc. 19,659 $13,761.30 $.70
4/10/00 Alexander Aschauer 13,106 $9,174.20 $.70
</TABLE>
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<CAPTION>
<S> <C> <C> <C> <C>
4/10/00 Peter Bier 21,429 $15,000.30 $.70
4/10/00 Annerose Cappi 6,157 $4,925.60 $.80
4/10/00 Barbara Fussel 3,063 $2,450.40 $.80
4/10/00 Theodor Hensolt 6,127 $4,901.60 $.80
4/10/00 Jutta Klaes 3,063 $2,450.40 $.80
4/10/00 Waltraud Nassen 6,127 $4,901.60 $.80
4/10/00 Elisabeth Pank 28,571 $19,999.70 $.80
4/10/00 Michael Seidel 18,000 $12,600.00 $.70
4/10/00 John Patrick Smalley 6,127 $4,901.60 $.80
4/10/00 William Staufenbiel 14,005 $9,803.50 $.70
4/11/00 Heinz Igel 6,127 $4,901.60 $.80
4/11/00 Hans Muller 6,127 $4,901.60 $.80
4/11/00 Dieter Putz 22,059 $17,647.20 $.80
4/11/00 Jurgen Rehm 16,420 $9,852.00 $.60
4/11/00 Karl-Heinz Rehm 28,736 $17,241.60 $.60
4/12/00 Jurgen Blos 15,319 $12,255.20 $.80
4/12/00 Jochen Burbach 10,000 $8,500.00 $.85
4/12/00 Angelika Fersch 6,128 $4,902.40 $.80
4/12/00 Matthias Furst 3,064 $2,451.20 $.80
4/12/00 Wolfgang Klein 3,079 $2,463.20 $.80
4/13/00 Leonard Hey 15,000 $10,500.00 $.70
4/13/00 Markus Holzknecht 15,000 $10,500.00 $.70
4/13/00 Maria Nicolai 6,275 $5,020.00 $.80
4/13/00 Christoph Tross 3,049 $2,439.20 $.80
4/14/00 Hans Juergen Preissman 6,157 $3,694.20 $.60
4/14/00 Bernd Wolf 4,618 $2,770.80 $.60
4/14/00 Eduard Ganter 6,157 $3,694.20 $.60
4/14/00 Inge & Will Braeunling 6,157 $3,694.20 $.60
4/14/00 Eva & Karl Heinz 3,078 $1,846.80 $.60
4/14/00 Ingrid & Franz Weinand 6,157 $3,694.20 $.60
4/14/00 Alexander Ashauer 5,849 $3,509.40 $.60
4/14/00 Roselle Gras 6,157 $3,694.20 $.60
4/14/00 Josef Gras 3,078 $1,846.80 $.60
4/14/00 Heiko Stefan Braeunling 6.157 $3,694.20 $.60
4/14/00 Bernd Imhaeuser 2,976 $2,380.80 $.80
4/19/00 Burkhard Reeh 6,000 $5,100.00 $.85
4/20/00 Manfred Neumann 6,494 $4,870.50 $.75
4/20/00 Dieter Roch 3,044 $2,435.20 $.80
4/25/00 Peter Imhaeuser 2,976 $2,380.80 $.80
4/28/00 Stefan Keber 125,000 $75,000.00 $.60
4/28/00 Michael and Andrea Otter 8,861 $7,088.80 $.80
4/28/00 Toni Bender 22,642 $13,585.20 $.60
4/28/20 Toni Bender 12,443 $7,465.80 $.60
4/28/00 Michael Hogg 2,491 $1,494.60 $.60
4/28/00 Verena Hogg 2,491 $1,494.60 $.60
4/28/00 Verena Hogg 2,683 $1,609.80 $.60
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
4/28/00 Stefan Keber 15,086 $9,051.60 $.60
4/28/00 Karl-Heinz Rhem 8,962 $5,377.20 $.60
4/28/00 Thomas Weinand 39,308 $23,584.80 $.60
4/28/00 Sascha Weinbach 4,701 $2,820.60 $.60
5/1/00 Michael Hug 34,375 $27,500.00 $.80
5/2/00 Oliver Wollenweber 2,928 $2,342.40 $.80
5/3/00 Manfred Kopl 3,000 $2,400.00 $.80
5/4/00 Alexander and Ingeborg Bastian 5,743 $4,594.40 $.80
5/4/00 Marc and Silke Hamel 2,862 $2,289.60 $.80
5/8/00 Joachim Schikora 2,880 $2,304.00 $.80
5/9/00 Alexander and Ingeborg Bastian 5,743 $4,594.40 $.80
5/9/00 Engelbert Gerhartz 5,744 $4,595.20 $.80
5/9/00 Thomas Kramer 20,933 $17,793.05 $.85
5/10/00 Jurgen Rehm 7,825 $4,695.00 $.60
5/17/00 Herbert Pfannenmuller 5,674 $4,611.20 $.80
5/17/00 Peter Rubsamen 4,712 $3,298.40 $.60
5/17/00 Manfred Neumann 1,407 $964.90 $.70
5/19/00 Alpaslan Goksin 2,854 $2,283.20 $.80
5/19/00 Aysun Goksin 5,708 $4,566.40 $.80
5/19/00 Karl and Anneliese Kraemer 17,140 $13,712.00 $.80
5/19/00 Rolf Hadilich 5,000 $3,500.00 $.70
5/19/00 Peter Imhauser 2,976 $2,306.80 $.80
5/22/00 Harald Kalitzke 3,440 $2,752.00 $.80
5/24/00 Max Tomrell 2,723 $2,314.55 $.85
5/24/00 Marc Walter 7,728 $4,636.80 $.60
5/26/00 Stefan Grassdorf 5,830 $4,664.00 $.80
5/26/00 Steven Koster 875 $700.00 $.80
5/26/00 Hans-Dieter Lohoff 8,621 $6,896.80 $.80
5/27/00 Marlies Marks 4,463 $3,570.40 $.80
5/27/00 Gerlinde Walter 5,102 $3,571.40 $.70
5/27/00 Gerlinde Walter 850 $595.00 $.70
5/29/00 Dieter Grothe 2,995 $2,396.00 $.80
5/29/00 Dr. Irmgard Weinbach 11,962 $7,177.20 $.60
5/29/00 Michael Hogg 2,683 $1,609.80 $.60
5/29/00 Jurgen Rehm 1,951 $1,170.60 $.60
5/30/00 Christine Foos 2,976 $2,380.80 $.80
5/31/00 Rolf Doeres 29,703 $23,762.40 $.80
6/2/00 Josef Gras 22,135 $17,708.00 $.80
6/6/00 Eike Hell 3,031 $2,424.80 $.80
6/8/00 Hermann Eilers 3,058 $2,446.40 $.80
6/13/00 Erika Droessler-Weber 30,788 $24830.40 $.80
6/13/00 Klaus Weber 10,222 $8,177.60 $.80
6/15/00 Manfred Fachinger 8,640 $7,344.00 $.85
6/16/00 Richard Flohrer 11,534 $9,803.90 $.85
6/16/00 Steve Fuller 5,767 $4,901.95 $.85
6/16/00 Werner Schweitzer 10,381 $8,823.85 $.85
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
6/19/00 Heinz Buchner 6,000 $5,100.00 $.85
6/19/00 Janot Friedl 6,161 $4,928.80 $.80
6/19/00 Nikola Friedl 6,161 $4,928.80 $.80
6/19/00 Greold Meurer 6,161 $4,928.80 $.80
6/19/00 Raimund Rubsamen 4,000 $2,800.00 $.70
6/19/00 Eckart Tausendpfund 6,161 $4,928.80 $.80
6/20/00 Werner Mittendorf, Jr. 613 $490.40 $.80
6/21/00 Sascha Weinbach 4,319 $2,591.40 $.60
6/27/00 Nedzad Redzepagic 1,507 $1,318.63 $.88
6/27/00 Erwin Teufel 1,909 $1,670.38 $.88
6/27/00 Gretel Fischer 1,909 $1,670.38 $.88
6/27/00 Andres Thomas 1,909 $1,670.38 $.88
6/27/00 Inge Feffer 1,909 $1,670.38 $.88
6/27/00 Walter Dreher 6,028 $5,274.50 $.88
6/27/00 Ute Simon 3,014 $2,637.25 $.88
6/27/00 Katharina Giel 4,521 $3,955.88 $.88
6/27/00 Rudi Reichert 5,425 $4,746.88 $.88
6/27/00 Erwin Ulrich 6,028 $5,274.50 $.88
</TABLE>
(1) Shares issued to Mr. Kulawik were issued in connection with the
Company's acquisition of 23% of the outstanding common stock of Huta
Zabrze SA ("Huta Zabrze"), a Polish corporation. Huta Zabrze acquired
2,000,000 shares of the Company's common stock, for which it paid
$800,000 and issued an additional seven percent of Huta Zabrze's
outstanding common stock to the Company.
(2) Shares issued to Coolpoint Ventilation Equipment Ltd., a Hong Kong
limited liability corporation ("Coolpoint"), were issued in connection
with the Company's acquisition of 20% of the outstanding common stock
of Coolpoint.
(3) The private placements were conducted pursuant to Regulation S. The
securities were sold in an offshore transaction to non-U.S. persons
located outside of the United States at the time the common stock was
purchased and the Company did not engage in any directed selling
efforts in the United States. No offer or sale was made to a U.S.
person or for the account or benefit of a U.S. person. No general
solicitation or advertising was made. The common stock sold pursuant to
the private placements was restricted. Each purchaser was notified of
the restrictions imposed on the common stock and his or her transfer
thereof. Upon purchase of the common stock, each purchaser signed an
investment letter, acknowledging that the common stock was not
registered pursuant to the Securities Act of 1933, as amended (the
"Securities Act") and that resale of such common stock could only occur
if the common stock was subsequently registered pursuant to the
Securities Act or an exemption from such registration was available.
Each purchaser further acknowledged that he or she purchased the common
stock for his or her own account and not with a view to public resale
or distribution, and that he or she was capable of bearing the economic
risks of investment in the common stock. Each share certificate
representing the common stock contained a legend reflecting the
restrictions on transfer of the common stock. The proceeds from the
issuances were used for general corporate operating purposes.
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<PAGE>
None of the issuances of shares set forth above were registered with
the Commission under the Securities Act, because the transactions were believed
to be exempt from such registration pursuant to the exemptions provided by
Regulation S.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
In April 2000, the Company acquired 50% of the outstanding common stock
of LK- Luftqualitat AG ("LK-Luftqualitat"), a Swiss corporation, for US$650,000.
LK-Luftqualitat engages primarily in the business of marketing, sales,
production, research and development of the Ionair(R) filtration system.
In April 2000, the Company acquired 20% of the outstanding common stock
of Coolpoint, a Hong Kong limited liability corporation now known as
Coolpoint-Holter Environmental Technologies Limited ("Coolpoint"), in exchange
for 1,388,889 shares of the Company's common stock. Coolpoint engages primarily
in the business of marketing and sales of air filtration systems in Asia. The
Company was granted an option to purchase up to 20% of any Coolpoint shares
offered to the public in the future. In the event that the price of the
Company's common stock has failed to reach at least $2.00 per share on or before
December 31, 2000, Coolpoint will receive an option from the Company to purchase
additional shares of the Company's common stock as determined by the following
formula:
Net profit distributed to the Company by Coolpoint Number of shares
---------------------------------------------------- = of Common Stock
The Company's Common Stock price on available to Coolpoint
December 31, 2000 pursuant to option
There can be no assurance that the price of the Company's common stock will
equal or exceed $2.00 prior to December 31, 2000 or that the Company will not be
required to issue the option to Coolpoint.
In April 2000, the Company acquired 23% of the outstanding common stock
of Huta Zabrze, a Polish corporation, from Leszek Kulawik, the Managing Director
of Huta Zabrze, in exchange for 2,750,000 shares of the Company's common stock.
In May 2000, the Company acquired an additional seven percent of the outstanding
common stock of Huta Zabrze and US $800,000 in exchange for 2,000,000 shares of
the Company's Common Stock. Huta Zabrze engages primarily in the production,
marketing and sales of steel and iron and construction, telecommunication and
energy systems in the international market.
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<PAGE>
In June 2000, the Company acquired 50% of the outstanding common stock
of Intherm GmbH ("Intherm"), a German corporation, for US$125,000. Intherm
engages primarily in the business of marketing and sales of energy systems such
as the IntherMobil(R), a refrigerated box used to provide refrigeration where
needed which may be loaded onto different types of machinery.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation and Amendments*
3.2 Bylaws*
10.3 June 29, 2000 Contract with Lurgi Lent Jes AG and Lurgi
Energie Und Entsorgung GmbH*
*Filed previously.
(b) Reports on Form 8-K
None.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HOLTER TECHNOLOGIES HOLDING, AG
Date: December 29, 2000 By: /s/ Prof. Dr. Dr. Heinrich W. Holter
--------------------------------------
Prof. Dr. Dr. Heinrich W. Holter
President and Chairman
of the Board of Directors
(Principal Executive Officer)
Date: December 29, 2000 By: /s/ Daniel Lezak
------------------
Daniel Lezak
Secretary, Treasurer and a Director
(Principal Accounting Officer)
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