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 September 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 November 30, 2000: 95,208,533
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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.............................................. 4
Consolidated Balance Sheets -- September 30, 2000...............................F-1 - F-2
Consolidated Statements of Operations -- three and nine months ended
September 30, 2000 and 1999.....................................................F-3 - F-4
Consolidated Statements of Cash Flows -- three and nine months ended
September 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................................................ 10
Item 4. Submission of Matters to a Vote of Securities Holders.......................... 10
Item 5. Other Information.............................................................. 10
Item 6. Exhibits and Reports on Form 8-K............................................... 11
SIGNATURES..................................................................... 12
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<PAGE>
PART I
Item 1. Financial Statements
The following unaudited Financial Statements for the period ended
September 30, 2000, have been prepared by the Company.
-3-
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000 and December 31, 1999
-4-
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
------
September 30, December 31,
2000 1999
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash $ 349,597 $ 1,369,990
Accounts receivable, net 1,710,398 12,590
Accounts receivable - related party, net -- 83,334
Inventories 2,284,092 92,610
Prepaid expenses 996,883 978
Notes receivable - related party 50,169 520,841
------------ ------------
Total Current Assets 5,391,139 2,080,343
------------ ------------
PROPERTY AND EQUIPMENT
Equipment and machinery 307,907 246,758
Furniture and office equipment 150,232 42,812
Software 1,747 1,046
Less - accumulated depreciation (73,661) (47,266)
------------ ------------
Total Property and Equipment 386,225 243,350
------------ ------------
OTHER ASSETS
Unconsolidated subsidiaries 4,455,086 --
Capitalized project costs 7,903,902 --
Patents -- --
Deposits 127,305 16,704
------------ ------------
Total Other Assets 12,486,293 16,704
------------ ------------
TOTAL ASSETS $ 18,263,657 $ 2,340,397
============ ============
F-1
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HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
September 30, December 31,
2000 1999
------------ ------------
(Unaudited)
CURRENT LIABILITIES
<S> <C> <C>
Accounts payable$ 1,665,923 $ 371,861
Accounts payable - related party -- 123,017
Accrued expenses 2,682,979 619,775
Lines of credit -- 203
Notes payable - related party 218,839 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 4,567,741 1,267,563
------------ ------------
LONG-TERM DEBT -- --
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 2,657,793 88,727
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock: $0.001 par value; 200,000,000 shares
authorized, 70,076,659 and 54,837,737 shares issued
and outstanding, respectively 72,109 54,838
Additional paid-in capital 12,186,735 1,303,425
Stock subscription receivable (1,300,000) --
Other comprehensive income 468,967 53,776
Accumulated deficit (389,688) (427,932)
------------ ------------
Total Stockholders' Equity 11,038,123 984,107
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,263,657 $ 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 Nine Months Ended
September 30, September 30,
------------------------------- ------------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES
Contracting revenue $ 1,072,071 $ 1,768,627 $ 3,788,585 $ 1,850,725
----------- ----------- ----------- -----------
Total Revenues 1,072,071 1,768,627 3,788,585 1,850,725
----------- ----------- ----------- -----------
COST OF SALES
Direct contracting costs 580,939 300,921 2,083,722 343,218
----------- ----------- ----------- -----------
Total Cost of Sales 580,939 300,921 2,083,722 343,218
----------- ----------- ----------- -----------
GROSS MARGIN 491,132 1,467,706 1,704,863 1,507,507
----------- ----------- ----------- -----------
EXPENSES
General and administrative 555,799 627,331 1,232,540 1,086,691
Bad debt expense 263 -- 16,161 --
Depreciation expense 25,498 12,551 42,431 35,898
----------- ----------- ----------- -----------
Total Expenses 581,560 639,882 1,291,132 1,122,589
----------- ----------- ----------- -----------
GAIN BEFORE OTHER INCOME
(EXPENSES) (90,428) 827,824 413,731 384,918
OTHER INCOME (EXPENSES)
Equity loss (173,090) -- (228,574) --
Other income (expense) 29,214 (197) 22,479 (3)
Interest income 3,983 -- 13,457 --
Interest expense (27,377) (916) (53,304) (4,984)
Total Other Income (Expenses) (167,270) (1,113) (245,942) (4,987)
----------- ----------- ----------- -----------
GAIN (LOSS) BEFORE INCOME
TAXES (257,698) 826,711 167,789 379,931
----------- ----------- ----------- -----------
PROVISION FOR INCOME TAXES 64 270,904 1,077 272,186
----------- ----------- ----------- -----------
INCOME BEFORE MINORITY
INTEREST IN NET (INCOME) LOSS
OF CONSOLIDATED SUBSIDIARIES (257,762) 555,807 166,712 107,745
----------- ----------- ----------- -----------
MINORITY INTEREST IN NET (INCOME)
LOSS OF CONSOLIDATED SUBSIDIARIES 22,220 (273,161) (128,468) (164,752)
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (235,542) $ 282,646 $ 38,244 $ (57,007)
=========== =========== =========== ===========
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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 Nine Months Ended
September 30, September 30,
------------------------------- ------------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OTHER COMPREHENSIVE INCOME
Foreign currency translation
adjustments $ 68,744 $ (24,463) $ 415,191 $ 10,138
----------- ----------- ----------- -----------
Total Other Comprehensive Income 68,744 (24,463) 415,191 10,138
----------- ----------- ----------- -----------
TOTAL COMPREHENSIVE INCOME $(166,798) $ 258,183 $ 453,435 $ (46,869)
=========== =========== =========== ===========
BASIC INCOME (LOSS) PER SHARE $ (0.00) $ 0.00 $ 0.00 $ (0.00)
=========== =========== =========== ===========
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F-4
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<CAPTION>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
September 30,
2000 1999
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $ 38,244 $ (57,007)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Equity loss 228,574 --
Minority interest 128,468 164,752
Common stock issued for services -- --
Depreciation 42,431 35,898
Bad debt expense 16,161 --
Currency translation adjustment 415,191 10,138
Changes in assets and liabilities:
(Increase) in accounts receivable (1,713,969) (1,967,734)
(Increase) in prepaid expenses (2,191,482) (107,066)
(Increase) in inventories (995,905) --
(Increase) in deposits (110,601) --
Increase (decrease) in accounts payable 1,294,062 198,422
Decrease in payable to related parties (123,017) 4,774
Increase in accrued expenses 1,947,428 515,255
----------- -----------
Net Cash Used by Operating Activities (1,024,415) (1,202,568)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in unconsolidated subsidiaries (132,760) --
Payment of capitalized project costs (5,457,239) (317,466)
Purchase of property and equipment (185,306) (38,917)
----------- -----------
Net Cash Used by Investing Activities (5,775,305) (356,383)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment from related parties 554,006 232,802
Proceeds from lines of credit -- --
Common stock issued for cash 5,043,616 170,590
Repayment of related party loans (77,894) --
Borrowings from related parties 259,802 1,016,420
Payment on lines of credit (203) (1,599)
----------- -----------
Net Cash Provided by Financing Activities 5,779,327 1,418,213
----------- -----------
NET INCREASE (DECREASE) IN CASH (1,020,393) (140,738)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 1,369,990 156,995
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 349,597 $ 16,257
=========== ===========
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F-5
<PAGE>
HOLTER TECHNOLOGIES HOLDING AG
AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
For the Nine Months Ended
September 30,
2000 1999
----------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest $53,304 $ 4,984
Income taxes $ 1,077 $ 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
September 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 September 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 September 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
September 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 Zabzre 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
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 and Nine Month Periods Ended September 30, 2000
Changes in Financial Condition
In March 2000, the Company acquired 50% of Holter Systembau GmbH
("Holter Systembau") for $125,000 and 30% of the outstanding common stock of
Heinrich Holter GmbH ("Holter GmbH") for $1.5 million. In April 2000, the
Company purchased 50% of the outstanding common stock of LK-Luftqualitat AG
("LK- Luftqualitat"). In June 2000, the Company purchased Intherm GmbH
("Intherm") for $125,000. 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 shareholders. The Company believes that
the purchases of Systembau, Holter GmbH, LK-Luftqualitat and Intherm have made a
substantial, positive contribution to the financial condition of the Company
through the nine months ended September 30, 2000. The balance of current assets
at December 31, 1999 was $2,080,343 compared to a balance of $5,391,139 at
September 30, 2000. The balances of current liabilities were $1,267,563 and
$4,567,741 for the same periods respectively. The resulting current ratio at
December 31, 1999 was 1.6 :1. The current ratio at September 30, 2000 was 1.2
:1.
The increase of current assets at September 30, 2000 over December 31,
1999 was due primarily to the increase of accounts receivable from $12,590 to
$1,710,398, an increase of $1,697,808, or 13485%. This increase is due primarily
to the sales generated by Holter GmbH which were collected in the fourth quarter
of 2000.
Current assets at September 30, 2000 also increased due to the increase
of prepaid expenses from $978 to $996,883, an increase of $995,905 due to costs
accumulated in jobs in progress by Holter GmbH. Additionally, inventory
increased $2,191,482 or 2366% from $92,610 at December 31, 1999 to $2,284,092 at
September 30, 2000. The increase at September 30, 2000 primarily consisted of
materials for jobs in progress by Holter.
The balance of current liabilities at September 30, 2000 is $4,567,741
and at December 31, 1999 was $1,267,563. The increase of $3,300,178, or 260%,
was due primarily to the accrued expenses payable at September 30, 2000 of
$2,682,979. Accounts payable increased $1,294,062, or 348%, from $371,861 at
December 31, 1999 to $1,665,923 at September 30, 2000. The increase was
primarily due to the expanded operations of the Company from its acquisition of
Holter GmbH and the jobs in progress to be completed by Holter GmbH.
The Company purchased $185,306 of equipment during the nine months
ended September 20, 2000.
At September 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 companies 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 quarter ended September 30, 2000 were $1,072,071 compared
to $1,768,627 for the three months ended September 30, 2000 resulting in an
decrease of $696,556, or 39%. Cost of goods sold for the quarter was $580,939,
or 54%, of sales, resulting in gross profit of $491,132, or 46%, of sales.
Operating expenses include primarily salary and wage expenses and
general and administrative expenses. Salary and wage expenses for the three
months ended September 30, 2000 were $601,762. For the three months ended
September 30, 1999, the Company had salary and wage expenses of $200,604.
General and administrative expenses were $1,364,469 for the three months ended
September 30, 2000 compared to $254,097 for the three months ended September 30,
1999. The increase is due to the expanded operations of Systembau. None of the
costs were capitalized during the three months ended September 30, 2000 since
all jobs were completed by the end of [September 1999].
Sales for the nine months ended September 30, 2000 were $3,788,585
compared to $1,850,725 for the nine months ended September 30, 1999, resulting
in an increase of $1,937,860 or 105%. Cost of goods sold for the nine months
ended September 30, 2000 was $2,083,772 or 55% of the sales, resulting in gross
profit of $1,704,863, or 45% of sales.
Salary and wage expenses for the nine months ended September 30, 2000
were $1,963,080. For the nine months ended September 30, 1999, the Company had
salary and wage expenses of $665,157. General and administrative expenses were
$3,682,389 for the nine months ended September 30, 2000 compared to $421,534 for
the nine months ended September 30, 1999. $4,503,631 of these costs were
capitalized during the nine months ended September 30, 2000 for jobs to be
completed in calendar year 2000 compared to $0 in 1999 since all projects were
completed by September 30, 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 September 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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<CAPTION>
Aggregate Price
Date Name # of shares issued Consideration per Share
---- ---- ------------------ ------------- ---------
Acquisition, Reorganization and Services
----------------------------------------
<S> <C> <C> <C> <C>
8/25/00 Prof. Heinrich W. Holter(1) 83,333 Services $.80
8/25/00 Daniel Lezak (1) 55,555 Services $.80
8/25/00 Dirk Brinkmann (1) 55,555 Services $.80
12/18/00 Prof. Heinrich W. Holter (2) 10,000,000 Share Exchange
12/18/00 Prof. Heinrich W. Holter (3) 15,000,000 Share Exchange
Regulation S Sales (4)
----------------------
7/3/00 Jorg Marrach 8,608 $7,316.80 $.85
7/3/00 Heiko Sierk 5,745 $4,883.25 $.85
7/3/00 Frank Waldner 5,800 $4,930.00 $.85
7/4/00 Ira Reichstein 5,681 $4,828.85 $.85
7/4/00 Gerhard Sierk 5,745 $4,883.25 $.85
7/16/00 Renate Flotkotter 30,638 $24,510.40 $.80
7/18/00 Karin Kramer-Wollny 5,985 $4,788.00 $.80
7/20/00 Ernina Balivevac 30,466 $18,279.60 $.60
7/20/00 Elisabeth Wisowaty 10,000 $6,000.00 $.60
7/20/00 Marla Asaad 10,000 $6,000.00 $.60
7/20/00 Josef Kocher 5,000 $3,000.00 $.60
7/20/00 Margaret Dyba 59,524 $23,809.60 $.40
7/31/00 Peter Seel and Beate Schwager 17,442 $13,953.60 $.80
8/2/00 Rolf Werner 11,681 $9,344.80 $.80
8/4/00 Olaf Steigemann 7,500 $6,000.00 $.80
8/4/00 Erich Wedel 8,762 $7,009.60 $.80
8/4/00 Sven Gruenert 10,024 $7,518.00 $.75
8/4/00 Margot Gruenert 26,981 $20,235.75 $.75
8/4/00 Gisbert Mueller 26,359 $19,769.25 $.75
8/8/00 Ingrid Reich 14,404 $11,523.20 $.80
8/10/00 Theobald Reis 9,345 $7,476.00 $.80
8/18/00 Udo Fassbender 293 $234.40 $.80
8/21/00 Erika Zeilmann 8,139 $6,511.20 $.80
8/21/00 Karola Lindenfeld 28,830 $23,064.00 $.80
8/22/00 Werner Frerich 14,402 $11,521.60 $.80
8/22/00 Ingrid Hofs 2,880 $2,304.00 $.80
8/22/00 Siegfried Ganter 18,936 $15,148.80 $.80
8/25/00 Heinz Igel 11,511 $9,208.80 $.80
8/25/00 Rick Lleshi 5,755 $4,604.00 $.80
8/25/00 Tosh Lleshi 11,510 $9,208.00 $.80
8/25/00 Herbert Pfannenmuller 5,755 $4,604.00 $.80
8/28/00 Axel and Kirsten Woelfert 8,680 $6,944.00 $.80
8/28/00 Jurgen Rehm 36,866 $29,492.80 $.80
</TABLE>
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<TABLE>
<CAPTION>
Date Name # of shares issued Consideration per Share
---- ---- ------------------ ------------- ---------
Acquisition, Reorganization and Services (1)
--------------------------------------------
<S> <C> <C> <C> <C>
8/28/00 Martin Wacker 2,277 $1,992.38 $.88
8/28/00 Markus Dudzik 3,281 $2,870.88 $.88
8/28/00 Matthias Fieml 1,585 $1,981.25 $1.25
8/28/00 Fatma Ismail 3,317 $2,902.38 $.88
8/28/00 Thomas Wuerfel 15,145 $18,779.80 $1.24
8/29/00 Sigrid and Hafid Frigini 26,063 $20,850.40 $.80
8/29/00 Kumar Raj 1,728 $1,382.40 $.80
8/29/00 Thomas Muhlenweg 5,755 $4,604.00 $.80
9/1/00 Stefan Obel 2,723 $2,178.40 $.80
9/2/00 Diana Walter 2,880 $2,304.00 $.80
9/6/00 Elvira Nentwig 15,877 $11,113.90 $.70
9/6/00 Thomas Muhlenweg 2,845 $2,276.00 $.80
9/7/00 Claus Werle 2,855 $2,284.00 $.80
9/12/00 Volkmar Knapp 13,735 $10,988.00 $.80
9/12/00 Hans Muller 8,237 $4,942.20 $.60
9/13/00 Manfred Neumann 2,078 $1,454.60 $.70
9/13/00 Peter Rubsamen 6,127 $4,901.60 $.80
9/13/00 Sascha Weinbach 7,576 $4,545.60 $.60
</TABLE>
(1) Shares issued to Professor Holter and Messrs. Brinkmann and Lezak, the
Company's President and Chairman of the Board of Directors, Executive
Vice President and a director and Secretary/Treasurer and a director,
respectively, were issued as compensation for services rendered to the
Company.
(2) Shares issued to Professor Holter were issued in relation to the
Company's acquisition of an additional 20% of the outstanding common
stock of Heinrich Holter GmbH, a German corporation. See Part II, Item
5, "Other Information."
(3) Shares issued to Professor Holter were issued in relation to the
Company's acquisition of 50% of the outstanding common stock of Holter
Italia s.r.l., an Italian corporation, See Part II, Item 5, "Other
Information."
(4) 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 Heinrich Holter GmbH ("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. In December 2000, the Company acquired an
additional 20% of the outstanding common stock of Holter GmbH from Professor
Holter in exchange for 15,000,000 shares of the Company's common stock. Holter
GmbH engages primarily in the business of marketing, sales, production, research
and development of air, water and energy systems.
In December 2000, the Company acquired 50% of the outstanding common
stock of Holter Italia s.r.l. ("Holter Italia"), an Italian corporation, from
Professor Holter in exchange for 10,000,000 shares of the Company's common
stock. Holter Italia engages primarily in the business of marketing and sales of
air filtration systems.
On October 25, 2000, the Company entered into employment agreements
with each of Professor Holter and Mr. Brinkmann, the Company's Executive Vice
President and a director. Each employment agreement will terminate on December
31, 2005, and each automatically extends for another calendar year unless
terminated by either party by November 30 of each calendar year. Pursuant to the
terms of the employment agreements, Professor Holter will be paid $20,000, and
Mr. Brinkmann will be paid $10,000, per month. Both Professor Holter and Mr.
Brinkmann will be entitled to an annual bonus as determined by the Board of
Directors after consideration of each person's contributions to the Company and
the performance of his duties. Each employment agreement provides that upon the
termination of the employee's employment by the Company other than for "cause"
(as defined in the employment agreements) or by the employee for certain actions
of the Company, such as effecting a material adverse change in the employee's
responsibilities, the employee will be entitled to all compensation and benefits
payable under the employment agreement for the remainder of the term.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation and Amendments*
3.2 Bylaws*
10.5 September 2000 Joint Venture Agreement with Fushun Coal Mining
Bureau*
10.6 October 25, 2000 Employment Agreement with Professor Heinrich
W. Holter*
10.7 October 25, 2000 Employment Agreement with Dirk Brinkmann*
*Filed previously.
(b) Reports on Form 8-K
None.
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<PAGE>
SIGNATURES
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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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