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 March 31, 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 May 10, 2000: 65,158,352
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TABLE OF CONTENTS
Heading
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Page
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PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Consolidated Financial Statements.............................................. 3
Consolidated Balance Sheets -- March 31, 2000.................................. F-1 - F-2
Consolidated Statements of Operations -- three months ended
March 31, 2000 and 1999........................................................ F-3 - F-4
Consolidated Statements of Stockholders' Equity................................
Consolidated Statements of Cash Flows -- three months ended
March 31, 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 4
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................................. 5
Item 2. Changes In Securities.......................................................... 5
Item 3. Defaults Upon Senior Securities................................................ 9
Item 4. Submission of Matters to a Vote of Securities Holders.......................... 9
Item 5. Other Information.............................................................. 9
Item 6. Exhibits and Reports on Form 8-K............................................... 9
SIGNATURES..................................................................... 10
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PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period ended March
31, 2000, have been prepared by the Company.
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000 and December 31, 1999
-3-
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
------
March 31, December 31,
2000 1999
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash $ 979,268 $ 1,369,990
Accounts receivable, net 1,747,987 12,590
Accounts receivable - related party, net -- 83,334
Inventories 255,664 --
-- 92,610
Prepaid expenses 798,330 978
Notes receivable - related party 117,505
-- 520,841
Total Current Assets 3,898,754 2,080,343
------------ ------------
PROPERTY AND EQUIPMENT
Equipment and machinery 250,417 246,758
Furniture and office equipment 141,303 42,812
Software 1,746 1,046
Less - accumulated depreciation (55,568) (47,266)
------------ ------------
Total Property and Equipment 337,898 243,350
------------ ------------
OTHER ASSETS
Capitalized project costs 6,460,224 --
Patents -- --
Deposits 134,843 16,704
------------ ------------
Total Other Assets 6,595,067 16,704
------------ ------------
TOTAL ASSETS $ 10,831,719 $ 2,340,397
============ ============
F-1
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
March 31,
2000 December 31,
------------ ------------
(Unaudited) 1999
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 1,477,818 $ 371,861
Accounts payable - related party -- 123,017
Accrued expenses 1,792,520 619,775
Lines of credit 64 203
Notes payable - related party 141,378 36,931
Billings in excess of costs and earned profit on
construction contracts -- 33,890
Provision for projected loss on construction contracts --
81,886
Total Current Liabilities 3,411,780 1,267,563
LONG-TERM DEBT -- --
------------ ------------
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 2,556,670 88,727
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock: $0.001 par value; 200,000,000 shares
authorized, 60,972,244 and 54,837,737 shares issued
and outstanding, respectively 60,972 54,838
Additional paid-in capital 5,362,045 1,303,425
Stock subscription receivable (500,000) --
Other comprehensive income 345,588 53,776
Accumulated deficit (405,336) (427,932)
------------ ------------
Total Stockholders' Equity 4,863,269 984,107
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,831,719 $ 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
March 31,
-----------------------------------
2000 1999
----------- -----------
<S> <C> <C>
REVENUES
Contracting revenue $ 1,148,258 $ 7,491
----------- -----------
Total Revenues $ 1,148,258 7,491
----------- -----------
COST OF SALES
Direct sales costs 743,742 3,859
----------- -----------
Total Cost of Sales 743,742 3,859
----------- -----------
GROSS MARGIN 404,516 3,632
----------- -----------
EXPENSES
General and administrative 323,968 209,542
Bad debt expense 15,898 --
Depreciation expense 8,397 11,087
----------- -----------
Total Expenses 348,263 220,629
----------- -----------
GAIN (LOSS) BEFORE OTHER INCOME (EXPENSES) 56,253 (216,997)
----------- -----------
OTHER INCOME (EXPENSES)
Other expense (10,851) --
Interest income 5,905 --
Interest expense (7,384) (2,018)
----------- -----------
Total Other Income (Expenses) (12,330) (2,018)
----------- -----------
GAIN (LOSS) BEFORE INCOME TAXES 43,923 (219,015)
PROVISION FOR INCOME TAXES 47 --
----------- -----------
LOSS BEFORE MINORITY INTEREST IN NET (INCOME)
LOSS OF CONSOLIDATED SUBSIDIARIES 43,876 (219,015)
MINORITY INTEREST IN NET (INCOME) LOSS OF
CONSOLIDATED SUBSIDIARIES (21,280) 57,305
----------- -----------
NET INCOME (LOSS) $ 22,596 $ (161,710)
=========== ===========
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F-3
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Operations (Continued)
For the Three Months Ended
March 31,
--------------------------
2000 1999
-------- --------
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments $291,812 $ 81,857
-------- --------
Total Other Comprehensive Income 291,812 81,857
-------- --------
TOTAL COMPREHENSIVE INCOME $314,408 $(79,853)
======== ========
BASIC INCOME (LOSS) PER SHARE $ 0.00 $ (0.00)
======== ========
F-4
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For The Three Months Ended
March 31,
----------------------------
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 22,596 $ (161,710)
Adjustments to reconcile net income
(loss) to net cash provided by operating
activities:
Minority interest 21,280 (57,305)
Common stock issued for services -- --
----------- -----------
Depreciation 8,397 11,087
Bad debt expense 15,898 --
Currency translation adjustment 29,812 81,859
Change in assets and liabilities:
(Increase) in accounts receivable (1,751,295) (6,523)
(Increase) in prepaid expenses (797,382) (59,736)
(Increase) in inventories (163,054) (112,678)
(Increase) in deposits (118,139) --
Increase (decrease) in accounts payable 1,105,957 (148,624)
Decrease (increase) in accounts payable to
related parties (123,017) (7,634)
Increase (decrease) in accrued expenses 1,056,969 (22,233)
----------- -----------
(691,978) (483,497)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments of capitalized project costs (4,013,561) --
Purchase of property and equipment (102,945) --
----------- -----------
Net Cash Used in Investing Activities (4,116,506) --
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment from related parties 486,670 232,802
Proceeds from lines of credit -- --
Common stock issued for cash 3,564,754 112,621
Repayment of related party loans -- (1,106)
Borrowings from related parties 104,447 --
Payment on lines of credit (139) (8,496)
----------- -----------
Net Cash Provided by Financing Activities $ 4,155,732 $ 335,821
----------- -----------
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F-5
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For The Three Months Ended
March 31,
2000 1999
----------- -----------
NET INCREASE (DECREASE) IN CASH $ (390,722) $ (147,676)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,369,990 156,995
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 979,268 $ 9,319
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest $ 7,384 $ 2,018
Income taxes $ 47 $ --
NON-CASH FINANCING ACTIVITIES
Common stock issued for services $ -- $ --
F-6
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
March 31, 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
results of operations and cash flows at March 31, 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 March 31, 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.
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
F-7
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
March 31, 2000 and December 31, 1999
NOTE 2 - MATERIAL EVENTS (Continued)
---------------------------
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
s.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
Three Months Ended March 31, 1999 and March 31, 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 stock of Heinrich Holter
GmbH ("Holter GmbH") for $1,500,000. These 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 and Holter GmbH have made a
substantial, positive contribution to the financial condition of the Company
through the three month period ended March 31, 2000. The balance of current
assets at December 31, 1999 was $2,080,343 compared to a balance of $3,898,754
at March 31, 2000. The balances of current liabilities were $1,267,563 and
$3,411,780 for the same periods, respectively. The resulting current ratio at
December 31, 1999 is 1.6 :1. The current ratio at March 31, 2000 was 1.1 :1.
The increase of current assets at March 31, 2000 over December 31, 1999
was due primarily to the increase of accounts receivable from $12,590 to
$1,747,987, an increase of $1,751,295, or 13,884%. This increase is due
primarily to the sales generated by Holter GmbH which were collected in the
second quarter of 2000.
Current assets at March 31, 2000 also increased due to the increase of
prepaid expenses from $978 to $798,330 , an increase of 81,629% due to costs
accumulated in jobs in progress by Holter GmbH. Addtionally, inventory increased
$163,054, or 176%, from $92,610 at December 31, 1999, to $255,664 at March 31,
2000. The increase at March 31, 2000 included primarily materials purchased for
jobs in progress by Holter GmbH.
The balance of current liabilities at March 31, 2000 was $3,411,780 and
at December 31, 1999 was $1,267,563. The increase of $2,144,217 or 169%, was due
primarily to the accrued expenses payable at March 31, 2000 of $1,792,520.
Current liabilities at March 31, 2000 also increased by a related party payable
of $104,447. Accounts payable increased $1,105,957, or 297%, from $371,861 at
December 31, 1999 to $1,477,818 at March 31, 2000. The increase was primarily
due to the expanded operations of the Company from its acquisition of Holter
GmbH and the jobs in progress maintained by Holter GmbH.
The Company purchased $102,945 of equipment during the three months
ended March 31, 2000.
At March 31, 2000, the Company had no long-term debt. The Company had
sufficient cash flow from operations to meets 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 companies and other investments that will contribute in
a positive way to the Company's operating strategy.
-4-
<PAGE>
Results of Operations
Sales for the three months ended March 31, 2000 were $1,148,258
compared to $7,491 for the three months ended March 31, 1999 resulting in an
increase of $1,140,767, or 15,229%. Cost of goods sold for the three months
ended March 31, 2000 was $743,742, or 65% of sales, resulting in gross profit of
$404,516, or 35%, of sales.
Operating expenses include primarily salary and wage expenses and
general and administrative expenses. Salary and wage expenses for the three
months ended March 31, 2000 were $575,812. For the three months ended March 31,
1999, the Company had salary and wage expenses of $209,542. General and
administrative expenses were $1,037,085 for the three months ended March 31,
2000 compared to $88,302 for the three months ended December 31, 1999. The
increase is due to the expanded operations of Holter GmbH and Systembau.
$129,969 of the Company's costs were capitalized during the three months ended
March 31, 1999 for the jobs completed by the end of 1999. $1,322,966 was
capitalized during the three months ended March 31, 2000 leaving a net expense
of $323,968 for the three months ended March 31, 2000.
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.
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 March 31, 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>
2/3/00 Howard Bronson Associates, Inc. 200,000 Services $ .80
3/23/00 Nick Jones and Morison Stoneham 100,000 Services $ .50
Regulation S Sales (2)
1/1/00 Eva Bartels 3,681 $ 2,576.70 $ .70
1/6/00 Thomas Weinand 3,681 $ 2,576.70 $ .70
1/10/00 Peter Fichtner 8,270 $ 5,789.00 $ .70
1/10/00 Werner Gerhartz 9,828 $ 7,862.40 $ .80
1/11/00 Marco Schaden 6,556 $ 5,244.80 $ .80
1/12/00 Lothar Reidenbach 30,234 $ 21,163.80 $ .70
1/12/00 Dr. Irmgard Weinbach 4,409 $ 2,645.40 $ .60
1/12/00 Sascha Weinbach 4,409 $ 2,645.40 $ .60
1/13/00 Christian Kruchten 17,415 $ 10,449.00 $ .60
1/13/00 Elisabeth Mall 19,531 $ 15,624.80 $ .80
1/13/00 Klaus Chrustowski 61,400 $ 36,840.00 $ .60
1/13/00 Ulrich Ostringer 110,456 $ 77,319.20 $ .70
1/13/00 Manfred Neumann 36,831 $ 25,781.70 $ .70
1/13/00 Peter Rubsamen 40,000 $ 28,000.00 $ .70
1/13/00 Harald Mertes 12,865 $ 10,292.00 $ .80
1/13/00 Roselie Gras 32,552 $ 26,041.60 $ .80
1/13/00 Heinz Hoff 6,530 $ 5,224.00 $ .80
1/13/00 Heinz Hoff 6,589 $ 5,271.20 $ .80
1/14/00 Ilse Bethke 75,187 $ 52,630.90 $ .70
1/14/00 Hugo Friebel 52,630 $ 36,841.00 $ .70
1/17/00 Toni Bender 8,680 $ 5,208.00 $ .60
1/17/00 Bernd Cappi 6,250 $ 5,000.00 $ .80
1/17/00 Waltraub Nassen 6,510 $ 5,208.00 $ .80
1/17/00 Inga Weinand 8,771 $ 5,262.60 $ .60
1/18/00 Andreas Weber 13,500 $ 5,400.00 $ .40
1/20/00 Werner Gerhartz 11,649 $ 9,319.20 $ .80
1/21/00 Behnam Ensafi 6,501 $ 5,200.80 $ .80
1/24/00 Dieter Klaes 18,601 $ 13,020.70 $ .70
1/24/00 Uwe Marx 3,225 $ 2,580.00 $ .80
1/26/00 Peter Bier 21,978 $ 15,384.60 $ .70
1/26/00 Elisabeth Pank 21,978 $ 15,384.60 $ .70
1/28/00 Gerlinde Walter 36,104 $ 25,272.80 $ .70
1/29/00 Jens-Uwe Salomon 5,000 $ 3,500.00 $ .70
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<S> <C> <C> <C> <C>
1/31/00 Jakob Eichinger 42,857 $ 29,999.90 $ .70
1/31/00 Rolf Rab 42,857 $ 29,999.90 $ .70
2/1/00 Claudia Brodkorb 3,101 $ 2,480.80 $ .80
2/1/00 Curritum Investment, Ltd. 175,263 $ 105,157.80 $ .60
2/1/00 Ulrich Ostringer 184,094 $ 128,865.80 $ .70
2/2/00 Mojgan Ensafi 4,971 $ 3,976.80 $ .80
2/7/00 Friedrich Mangartz 6,291 $ 5,032.80 $ .80
2/8/00 Sigrid and Hafid Frigini 33,333 $ 19,999.80 $ .60
2/8/00 Michael Hogg 5,000 $ 3,000.00 $ .60
2/8/00 Verena Hogg 5,000 $ 3,000.00 $ .60
2/9/00 Sven Mobius 6,250 $ 5,000.00 $ .80
2/9/00 Monika Rausch 3,153 $ 2,522.40 $ .80
2/10/00 Sylvio Richter 125,000 $ 62,500.00 $ .50
2/11/00 Stefan Limbach 8,809 $ 7,047.20 $ .80
2/11/00 Karin Walscheid 6,292 $ 5,033.60 $ .80
2/11/00 Sascha Weinbach 8,540 $ 5,124.00 $ .60
2/15/00 Heike Bohm 6,281 $ 5,024.80 $ .80
2/15/00 Ursula Denker 6,313 $ 5,050.40 $ .80
2/15/00 Torsten Mobius 6,250 $ 5,000.00 $ .80
2/15/00 Helmut and Irene Ubel 6,281 $ 5,024.80 $ .80
2/16/00 Hans-Albert Becher 6,476 $ 5,180.80 $ .80
2/16/00 Werner Leins 6,313 $ 5,050.40 $ .80
2/16/00 Maria Nicolai 6,126 $ 4,900.80 $ .80
2/16/00 Markus Schafer 3,138 $ 2,510.40 $ .80
2/16/00 Michael and Sybille Schon 6,250 $ 5,000.00 $ .80
2/17/00 Charlotte Gohlert 6,476 $ 5,180.80 $ .80
2/17/00 Thomas Michalski 3,125 $ 2,500.00 $ .80
2/19/00 Ulrich Ostringer 144,300 $ 101,010.00 $ .70
2/20/00 Brigitte Bock 12,608 $ 10,086.40 $ .80
2/20/00 Anneliese Jurgensen 31,407 $ 25,125.60 $ .80
2/21/00 Alexander Hein 6,296 $ 5,036.80 $ .80
2/21/00 Maria Hein 6,296 $ 5,036.80 $ .80
2/22/00 Frank Bruninghaus 7,575 $ 6,060.00 $ .80
2/23/00 Christian Kruchten 8,552 $ 5,131.20 $ .60
2/23/00 Simone Ross 3,207 $ 2,565.60 $ .80
2/24/00 Waltraud Arnold 36,630 $ 25,641.00 $ .70
2/24/00 Helmut Ganzler 7,414 $ 5,189.80 $ .70
2/24/00 Wilhem Lenz 2,209 $ 1,546.30 $ .70
2/24/00 Otmar Ternes 32,216 $ 25,772.80 $ .80
2/28/00 Walter Hoffmeyer 7,364 $ 5,154.80 $ .70
2/28/00 Michaela Karbach 3,436 $ 2,577.00 $ .75
3/1/00 Gerd Meurer 7,072 $ 4,950.40 $ .70
3/1/00 Ulf Schonfelder 1,414 $ 989.80 $ .70
3/2/00 Hermann Hogg 4,250,000 $ 550,000.00 $ .60
3/2/00 Garnet and Ingo Thom(beta)en 6,220 $ 4,976.00 $ .80
3/3/00 Christoph Reifferscheid 6,188 $ 4,950.40 $ .80
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
3/4/00 Hans Mobius 3,125 $ 2,500.00 $ .80
3/7/00 Michael Hug 28,200 $ 22,560.00 $ .80
3/7/00 Andreas Hunke 1,226 $ 980.80 $ .80
3/8/00 Sabine Ulmen and Christoph Schafer 14,074 $ 9,851.80 $ .70
3/10/00 Mehrdad Ensafi 43,242 $ 34,593.60 $ .80
3/10/00 Heidi Schwarm 2,036 $ 1,628.80 $ .80
3/10/00 Matthias Schwarz 7,000 $ 5,600.00 $ .80
3/13/00 Elisabeth Both 6,157 $ 4,925.60 $ .80
3/13/00 Gerd Meurer 7,037 $ 4,925.90 $ .70
3/14/00 Michaela Kron 3,536 $ 2,475.20 $ .70
3/15/00 Helmut Cohrs 6,250 $ 5,000.00 $ .80
3/15/00 Uwe and Anja Dietz 6,188 $ 4,950.40 $ .80
3/15/00 Garnet Thom(beta)en 6,186 $ 4,948.80 $ .80
3/15/00 Markus and Nicole Wilkes 6,186 $ 4,948.80 $ .80
3/20/00 Hannelore Gartner 46,410 $ 37,128.00 $ .80
3/20/00 Stefan Limbach 12,436 $ 9,948.80 $ .80
3/20/00 Marion Prei(beta)mann 12,437 $ 9,949.60 $ .80
3/22/00 Johanna Arns 3,083 $ 2,466.40 $ .80
3/22/00 Kurt and Doris Kleemann 18,473 $ 14,778.40 $ .80
3/22/00 Fritz Stock 10,000 $ 8,000.00 $ .80
3/23/00 Kordula Schroder 25,000 $ 10,000.00 $ .40
3/24/00 Stefan Hermans 12,437 $ 9,949.60 $ .80
3/27/00 Friedrich Horz 12,492 $ 7,495.20 $ .60
3/27/00 Gunther Reif 3,079 $ 2,463.20 $ .80
3/28/00 Jasmin David 706 $ 494.20 $ .70
3/28/00 Thomas Muller 823 $ 493.80 $ .60
</TABLE>
(1) Shares issued to Howard Bronson Associates, Inc. were issued pursuant
to written agreement in exchange for the performance of public
relations services on behalf of the Company. Shares issued to Messrs.
Jones and Stoneham were issued as compensation for services rendered to
the Company.
(2) 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 March 2000, the Company acquired 30% of the outstanding common stock
of Holter GmbH, a German corporation, from Professor Holter, the Company's
President and Chairman of the Board of Directors, in exchange for US$1.5
million. Holter GmbH engages primarily in the business of marketing, sales,
production, research and development of air, water and energy systems.
In March 2000, the Company acquired 50% of the outstanding common stock
of Systembau, a German corporation, for US$125,000. Systembau engages primarily
in the business of marketing and sales of low-energy modular housing systems.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation and Amendments*
3.2 Bylaws*
*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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