<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT UNDER SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDING COMMISSION FILE NUMBER
March 31, 1996 0-8730
AMERICAN INDUSTRIES, LTD.
REGISTRANT
NEVADA 88-0110436
State of Incorporation IRS Employer Identification No.
Bank of America Plaza, Suite 1111
300 South Fourth Street
Las Vegas, Nevada 89101 Telephone (702) 386-2633
Securities registered pursuant to Section 12 (g) of the Act:
20,000,000
COMMON STOCK $.10 PAR VALUE
Indicate by check-mark whether the Registrant (1) has filed all
Annual, quarterly and other reports required to be filed with the
Commission and (2) has been subject to the filing requirements for
at least the past 90 days.
(1) Yes X No
(2) Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes x No
Registrant has one class, Common Stock, 50,000,000 shares $.10 par
value.
Indicate the number of shares outstanding of each of the issuers
class of common stock as of the close of the period covered by this
report.
Class Outstanding at March 31, 1996
Common Stock, $.10 par value 20,000,445 shares
<PAGE> 2 Commission File No. 0-8730
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDING MARCH 31, 1996
<PAGE> 3
FORM 10-K/A ANNUAL REPORT
AMERICAN INDUSTRIES, LTD.
PART 1
ITEM 1. DESCRIPTION OF BUSINESS
(a) (1) The Registrant is in good standing with the Secretary
of State of Nevada and essentially has operated as a holding
company since its incorporation December 26, 1919 through the date
hereof. In the early 1970's due to the number of shareholders it
had acquired together with capital assets of $l million plus, it
was required by the Securities Exchange Commission to file a Form
10 Registration under the 33, 34 Acts.
(2) American Industries, Ltd. has changed its name, but
formerly owned and operated G. W. Hume Industries, Inc., American
Health Services, Inc., American Resources, Inc. Toquima Stores
Company, as well as many other subsidiaries in the businesses of
general stores, mining and exploration, leasing, hospitals, nursing
homes, processing, food canning and sales, mortgage and loan
company, ecology products, sales and service.
(3) For the past five years, Registrant has continued to
operate as a holding company handling its affairs to acquire
acquisitions, consult and provide services for management
portfolios, loan applications, and packaging for loans and
mortgages on a fee basis conserving and managing its operation
capital of bank deposits, foreign bank accounts accruing interest
as reflected in financial statements.
(4) Registrant divested itself of its wholly-owned
subsidiary, mining company, Savahai Inc., in 1986 to protect the
Registrant's cash and assets.
(5) Registrant, Debtor in Possession, was dismissed from
Chapter 11 Reorganization after fulfillment of its obligations.
The trustee returned the Registrant's cash, U.S. bank account as
well as foreign bank account to the company.
(b) (1) During the year 1919 through 1920, Registrant's
securities were trading on the San Francisco Exchange.
Registrant's securities were exempt from the 33 and 34 Securities
Act from 1920 until 1970. In the 1970's, due to the company's
number of shareholders and assets, Registrant became qualified and
was required to file a Form 10 registration with the Securities
Exchange Commission. From the 1970's, Registrant listed on the
exchange OTC, trading symbol AMII, a trading company for several
years until late 1983. Thereafter the company continued as a
reporting company after de-listing from NASDAQ no longer subject to
bid and ask quotes for the Registrant's stockholders to trade their
securities through the NASDAQ system.
<PAGE> 4
(2) Subsidiaries - Registrant currently has one wholly-owned
subsidiary, Global Technologies S.A., a foreign subsidiary.
Since the acquisition of subsidiary the company has pursued the
same endeavors, and is similar to the operation of Global
Technologies S.A. which has been managing its affairs operating as
a holding company, to consult and provide services and to establish
a cash flow to take advantage of the European Community, 15 nations
approved in January 1995, and has been building its reputation in
negotiations of acquisitions to service the European Community in
conjunction with Registrant's servicing the U.S. Community in
business relationships beneficial to U.S. and foreign countries.
Further, American Industries Ltd. at the time of acquisition was
not aware of the reporting requirements of Global Technologies
reported herein as follows;
1989 to 1993 Global Technologies S.A. was with minimum
income at the time of acquisition. The company has filed its
required reports with Official Register of Commerce in Luxembourg
in accordance with Luxembourg Laws.
May 1993 to the date hereof the Registrant, American
Industries, Ltd. has been subjected to substantial accounting,
computer services, and other expenses not originally anticipated in
the acquisition. September 1994 Registrant, American Industries,
Ltd., paid subsidiary's, Global Technologies S.A., taxes and fees
to the Luxembourg Government in the amount of $38,500 to bring the
subsidiary current with its filings and taxes.
(c) Registrant has had major changes in the company's
business since the fiscal year ending March 31, 1994. Registrant's
management has continued to pursue and finalize acquisitions for
assets and cash, to protect its stockholders nationally and
internationally allowing the stockholders the opportunity to trade
their securities when Registrant's management is in a position to
re-establish its public trading position on the exchanges, either
U.S. or foreign or by private sales with cash flows sufficient to
pay the cost after which the Registrant and its Subsidiary Global
Technologies are in the position to provide more fully, promote its
services in both the U.S. and European Community.
(d) Registrant and its wholly-owned subsidiary, Global
Technologies S.A., since acquisition have continued to operate in
negotiating contracts and services together with acquisition
services to be rendered by Global Technologies S.A. to establish
operating cash flows both foreign and domestic.
<PAGE> 5
Global Technologies, S.A. is in stages of operations and
establishing International business as a holding company to service
the United European Community engaging in the business of financial
services, packaging loan applications. Global Technologies, S.A.
holding company under Luxembourg Law with financial assets of
historical perennial value provides liquidity for client guarantees
to obtain lower cost capital available in the common country
european markets in conjunction with U.S. markets with the
guarantees of the Registrant and subsidiary assets as security for
lenders.
Global Technologies S.A. and Registrant will service
clients in accordance with the Fair Trade and Financial Services
Act of 1990, International Banking Act of 1978, Securities and
Exchange Act of 34, Investment Advisor Act of 1940, encouraging
foreign countries to offer U.S. financial institutions that operate
or seek to operate in De Facto under the "De Facto Law" that
prevails in the International capital market arenas.
COMPETITION
The financial services that Global Technologies S.A. and
Registrant provide are some of the same services provided by many
other companies, in the financial service business such as banks,
U.S. and International companies who guarantee letters of credit,
warehouse receipts by providing sufficient assets as security for
loans additionally stock broker, market makers, financial services
companies foreign and U.S. The fees for services provided by most
of the well established U.S. and International financial services
make it highly competitive with limited strong competition for
Global Technologies S.A. and Registrant. Additionally, all
financial service agreements require extensive, expensive
investigation of company history, credit, stability requiring
substantial expenditures to be reimbursed within a period of six
months to a year or longer depending upon contractual arrangement.
(e) The Managing Director and Representatives in Luxembourg
and Belgium of Global Technologies and Registrant maintain the
company's presence in Luxembourg as well as registration under its
Articles of Incorporation in good standing through the date hereof
in accordance with the Grand Duche of Luxembourg Laws. In
accordance with the requirements Articles of Incorporation
registered under Federal Identification Number 1989-40-00735 and
under Chapter 3, Article 19 appointed a Commissaire, the Certified
Public Accountant, Fernand Kartheiser & Cie. Said appointment of
the accounting firm are approved and accepted by Administrative and
Registration Bureau of Deeds and Acts of the Grand Duche of
Luxembourg published in the "Memorial" September 4, 1992,
registered with the Court's Clerk of Luxembourg under Volume 434
File 15, Case 9.
<PAGE> 6
(1) Global Technologies S.A. operates under the status
of a holding company under Luxembourg Law with the use of financial
assets with historical perpetual value operating in conformity with
the Grand Duche of Luxembourg Decree of December 17, 1938. Global
Technologies S.A. registered as a professional business in the
financial industry, consisting of: Investment Banking, Financial
Investment, International Mergers, International Acquisitions,
International Portfolio Management, Securities Deposits, Purchasing
Agents and Marketmakers as set forth in notes to financial
statements contained herein.
(2) Global Technologies S.A. previous operations include
acting as representative of several corporations in Luxembourg and
Belgium. These companies were without sufficient income or
sufficient management to fully conduct their business activities.
The companies were independent companies, not affiliates. New
management Registrant and Global Technologies felt that
representation be discontinued to avoid financial burden on Global
Technologies and American Industries, Ltd., Registrant, to operate
and finance the corporations providing management and operating
capital.
(3) Global Technologies S.A. is represented by
qualified independent accountants, to European Associates of
Security Dealers, Thieren Jean P.P.E., Avenue De La Foret De
Soignes 371, B1640 Rhode Saint Genese, Belgium - and resident agent
- - Sanne & Cie, Val Des Bons Malades 231, L2121 Luxembourg -
Kirchberg.
(4) The accounting firms have been accepted by the
Administrative Justice and Registration Bureau of Deeds and Acts of
the Grand Duche of Luxembourg. It has been published in the
Government Memorial and registered with the Courts Clerk of
Luxembourg on January 8, 1996.
(5) Global Technologies S.A. offices are located at: Val
Des Bons Malades 231, L2121 Luxembourg - Kirchberg and U.S.A.
Accounting office: J. Theiren & Co. S.P.R.L. Avenue De La Foret De
Soignes 371, B1640 Rhode Saint Genese, Belgium. Resident Agent and
Consultant: Monroe, Ltd., 300 So. 4th St., Suite #1111, Las Vegas,
NV. 89101.
The Registrant, American Industries, has been able to
maintain viability due to the fact that stockholders of record
finance, provide management for the company's operations without
renumeration for Registrant and Global Technologies which had
insufficient income through December 31, 1994 to manage and finance
the development of Global Technologies. Since that date, Global
Technologies S.A. has received income of interest on promissory
notes.
<PAGE> 7
ITEM 2. PROPERTIES
Registrant's administration offices are located in the
Bank of America Plaza, Suite #1111 at 300 South 4th Street, Las
Vegas, Nevada, 89101 which also contains the United States office
of Global Technologies, S.A., the Registrant's subsidiary. The
companies individually have lease agreements for furnished offices
and services. Additionally the subsidiary has offices in
Luxembourg at Val Des Bons Malades 231, L2121 Luxembourg -
Kirchberg.
The three (3) year Lease Agreement with Monroe Ltd., an
affiliated party - Resident Agent, was presented at the
Registrant's Annual Stockholders Meeting, September 20, 1995, voted
to be a commercially reasonable lease and in the best interest of
the company, it was unanimously passed at the annual meeting of the
board of directors and was approved by the majority of the
stockholders of record.
ITEM 3. LEGAL PROCEEDINGS
Presently there are no known legal proceedings pending
known to Registrant against Registrant, American Industries Ltd.,
its subsidiary, Global Technologies S.A. or any of its officers,
directors or agents.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fiscal year
1995-1996 that required votes of security holders through
solicitation of proxies or otherwise.
(1) The Company holds its Annual Stockholder's
Meeting on September 20 of each year.
(2) The Company will hold its next Annual
Stockholder's Meeting September 20, 1996 by appearance or written
consent in accordance with Nevada Statutes N.R.S. 78.010, at which
time the company's annual financial reports will be available.
(3) The stock transfer agent is instructed not to
close the transfer records prior to stockholder's meeting September
20, 1996.
(4) The Company will submit a preliminary proxy
material to the Security and Exchange Commission prior to issuance
to stockholders of record and prior to annual Stockholders Meeting.
(5) The only class of securities entitled to vote
at the Annual Meeting is Common Stock. Each share is entitled to
one vote. The record date for determining stockholders entitled to
vote is September 9, 1996.
<PAGE> 8
(6) As of March 31, 1996 stockholders' of record
are 962 national and international shareholders totalling
20,000,445 shares outstanding.
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(1) The Registrant's capital stock, 50,000,000 shares @ $ .10
par value, aggregate amount $5,000,000.00 with 20,000,445 shares
issued and outstanding. 20,000,000 shares are registered
securities in the float free trading, registered with the
Securities and Exchange Commission, previously trading OTC, NASDAQ
in the Pink Sheets, trading symbol: AMII, Cusip No. 026801-10-0
through the date hereof. 445 issued shares are legend securities
and 1,950 shares are reserved for convertible notes for a balance
of 29,997,605 shares in the treasury as of the date hereof. The
Registrant's trading securities are one class - Common.
(a) Price Range of Common Stock
The Company's common stock is not currently being traded on
any stock exchange. The Registrant's common stock is sold
privately to its stockholders of record only. The following table
sets forth the high and low sales prices of the Company's Common
Stock, as reported herein, during the periods indicated.
(Note: First Quarter - April, May, June
Second Quarter - July, August, September
Third Quarter - October, November, December
Fourth Quarter - January, February, March)
High Low
1994
First Quarter $12 $12
Second Quarter no sales reported
Third Quarter $15 $12
1995
Fourth Quarter no sales reported
First Quarter no sales reported
Second Quarter $20 $20
Third Quarter $20 $20
1996
Fourth Quarter no sales reported
First Quarter no sales reported
Second Quarter no sales reported
Third Quarter no sales reported
<PAGE> 9
The last reported sale price of the Common Stock privately sold on
December 20, 1995 was $20.00 per share. There are 962 holders of
record of the Company's Common Stock as of March 31, 1996.
NOTE: The number of stockholders will not change as a result of
reserved shares to be converted, purchased by shareholders of
record as reported in financial statement herein.
(b) Dividend Policy
Registrant has not, in the past five years, declared or paid
cash or stock dividends. The Registrant presently intends to
retain earnings to finance the operation of its business and does
not anticipate declaring cash or stock dividends in the upcoming
fiscal year.
ITEM 6. SELECTED FINANCIAL DATA
SUMMARY OF FINANCIAL DATA FOR THE FOLLOWING:
<TABLE>
Year Ended March 31,
1996 1995 1994
<S> <C> <C> <C>
Other Income $ 1,609 504 178,759
Net Income $ (100,830) $ (684,965) $ 174,443
Earnings Per Common Share $ 0 $ (.03) $ 0
Total Assets $61,930,210 $61,216,075 $61,604,409
Long-Term Debt - - -
Total Stockholders' Equity $61,930,210 $61,216,075 $61,604,409
Cash Dividends Declared per
Common Share - - -
</TABLE>
(Detailed audited financial statements are reported herein pages F-1
through F-8.)
<PAGE> 10
SUMMARY OF QUARTERLY INCOME AS FOLLOWS:
<TABLE>
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
<S> <C> <C> <C> <C> <C>
period ended 3/31/96
Revenues $ 1,523 $ 18,836 $ 19,830 $ 18,750 $ 58,939
Net Income (38,494) (22,053) (26,197) (14,086) (100,830)
Net Income per
Common Share $ 0 $ 0 $ 0 $ 0 $ 0
period ended 3/31/95
Revenues $ 0 $ 0 $ 278 $ 226 $ 504
Net Income (4,825) (76,073) (51,687) (552,380) (684,965)
Net Income per
Common Share $ 0 $ 0 $ 0 $ 0 $ 0
</TABLE>
There were no dividends paid in 1996 or 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The Registrant's financial condition has had no significant
profit or loss. The Registrant and its subsidiary's financial
information contained herein in accordance with accounting
procedures of U.S. and foreign generally accepted accounting
principals, as reflected in the consolidated financial statements;
balance sheets, statements of operations, statements of
stockholders' equity, cash flows and notes to financial statements
as filed herein. Management believes the independent accountants
analysis, audit are op accordance with foreign GAAP and U.S. GAAP
taken from the Registrant's and Subsidiary's books and records
fairly represent, in management's opinion, the financial condition
and results of operation.
It should be noted that U.S. generally accepted accounting
standards require consolidated financial statements be presented
and that all intercompany balances and transactions be eliminated.
The Registrant's Form 10-K/A as of 3/31/96 contains a consolidated
financial statement as required. See financial statements filed
herein, page F-1 through F-8.
The Registrant's wholly-owned subsidiary, Global Technologies
S.A. has the same management reported herein as the owners of
Registrant's securities.
<PAGE> 11
Management has required foreign auditing accounting firm as
the auditor in Belgium and Luxembourg as well as with consultation
with U.S. by management and accountants appointed and approved by
stockholders. Management and independent auditor Mr. Jean Thieren
have been in discussion with independent U.S. CPA firm, Barry L.
Friedman appointed as U.S. auditor as set forth herein Item 9.
FOREIGN CURRENCY TRANSLATION:
The accounts of the Registrant and Subsidiary are expressed in
U.S. Dollars reflecting the historical LUF rates of subsidiary.
Gains or losses on current assets denominated in a foreign currency
which hedge identifiable commitments for financial assets are not
reflected in the profit and loss account and are included in the
cost of the related financial assets. Other assets and liabilities
denominated in foreign currencies are translated into Luxembourg
Francs at the balance sheet date historical rates unless this would
give inflated gains. There are no realized gains or losses
realized by the fluctuations of the LUF exchange rates due to the
historical rate established at the time of acquisition as follows:
The historical rate of exchange on July 20, 1992 was 1 USD =
33.46 LUF and on March 31, 1993 1 USD = 33.13 LUF.
ITEM 8. FINANCIAL STATEMENTS
The following items are included in this Report.
Financial Statements Page
List of Financial Statements F-1
Report of Independent Certified Public Accountant F-2
Report of Certified Public Accountant F-2(a)
Consolidated Balance Sheets, March 31, 1996 and 1995 F-3
Consolidated Statement of Operations -
Years ended March 31, 1996, 1995, and 1994 F-4
Consolidated Statements of Stockholder's Equity -
Years ended March 31, 1996, 1995, and 1994 F-5
Consolidated Statement of Cash Flows -
Years ended March 31, 1996, 1995, and 1994 F-6
Notes to Consolidated Financial Statements F-7
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There are no disagreements with management, independent
auditors or tax accountants on accounting and financial disclosure
set forth herein. The financial statements herein have been
audited in accordance with U.S. Generally Accepted Accounting
Principals as well as the Luxembourg General Accounting Principals
with reconciliation to the required U.S. accounting standards.
<PAGE> 12
Barry L. Friedman, P.C., Certified Public Accountant licensed
in the state of Nevada, 1582 Tulita Drive, Las Vegas, Nevada 89123,
has been appointed by the Board of Directors of Registrant to work
with accountant Jean Thieren P.P.E. Avenue De La Foret De Soignes
371, B1640 Rhode Saint Genese, Belgium, for audits and reveiws of
Registrant and its subsidiary.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The Executive Officers and Directors of the Company are as
follows:
<TABLE>
Name Age Position(s) Held with Company
<C> <C> <C>
Zack C. Monroe 73 Chairman of the Board of
Directors, President, Director
and Shareholder
Gordon J. Margulis 64 Vice President, Secretary,
Director and Shareholder
William E. Powell Jr. 70 Vice President, Treasurer,
Director and Shareholder
George Balis 53 Vice President, Assistant
Secretary Treasurer, Director
and Shareholder
John Siemens 91 Honorary Director, Advisor and
Shareholder
</TABLE>
Brief biographies of the Executive Officers and Directors of
the Company are set forth below. All Directors hold office until
the next Annual Stockholders' Meeting or until their death,
resignation, retirement, removal, disqualification or until their
successors have been elected and qualified. Vacancies in the
existing Board may be filled by majority vote of the remaining
Directors. Officers of the Company serve at the will of the Board
of Directors.
Zack C. Monroe, age 74, is the President, Director, Chairman of the
Board and Chief Executive Officer of American Industries, Ltd.
since 1970 to present date. Mr. Monroe is the Treasurer and
stockholder of subsidiary, Global Technologies S.A. Mr. Monroe is
<PAGE> 13
the founder, President and Chairman of the Board of Monroe Ltd.,
General Business Consulting Firm and Transfer Agent for Registrant,
registered as same with Securities and Exchange Commission for over
30 years.
Gordon J. Margulis, age 64, is Vice President, Director and
Secretary of American Industries, Ltd. since January 2, 1996 to
date. Mr. Margulis is the President, Treasurer and Director of
Magna, Ltd. since 1978 through current date. Mr. Margulis was the
body guard and valet to Howard Hughes from 1964 until his death in
1976. Mr. Margulis has 30 years experience as a personal body
trainer certified as a 1st Class Certified Affiliate with the
National Federation of Professional Trainers, No. 18760.
William. E. Powell, Jr., age 70, Vice President, Director and
Treasurer of American Industries, Ltd. since September 1977,
Director of subsidiary, Global Technologies since December 1995.
Mr. Powell is the President and Chairman of the Board of Powell,
Inc. since September, 1970, a Construction and Insurance Consulting
Firm to present date.
George Balis, age 53, Vice President, Director and Assistant
Secretary-Treasurer. of American Industries, Ltd. since 1993 to the
date hereof. Mr. Balis is the President and Managing Director of
Global Technologies S.A. since 1992 to the date hereof.
John Siemens, age 91, was a Vice President and Secretary of
American Industries, Ltd. from September 1977 to January 1. Mr.
Siemens is the owner and was the operator of Siemens Health Stores
from 1956 until retirement in 1994 from the operation of the health
food store prior to his 90th birthday February 17, 1995. Mr.
Siemens has retired from American Industries, Ltd. due to his
deteriorating health. However, Mr. Siemens will remain as an
Honorary Director and advisor to the company and will attend all
Board of Directors and Stockholder meetings, health permitting.
ITEM 11. EXECUTIVE COMPENSATION
The officers and directors of the Company are not presently
drawing salaries. Salaries will be established at the next Annual
Stockholder's Meeting for the officers and directors of the
Company; however the officers and directors of the Company are paid
each and every expense incurred for the benefit of the Company that
are paid upon presentation of proper documentation and invoice
setting forth the expense, both for Registrant and the officers and
directors of Registrant's wholly-owned subsidiary.
<PAGE> 14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS/AND
MANAGEMENT
The stockholders of record regarding management as of March
31, 1996 show the following shares were owned beneficially or
indirectly by the Directors or Officers of Registrant, as a group,
which are as follows of 5% or more of Registrant's securities.
Issued and outstanding are 20,000,000 registered securities in the
float and 445 un-registered shares of legend securities. Total
issued and outstanding is 20,000,445. Reserved shares are 5,700
shares for convertible exchange of notes.
NUMBER OF CURRENT
NAME SHARES OWNED PERCENTAGE
Zack C. Monroe
(1) (2) 7,816,001 .3905
John Siemens
(1) 510,174 .0255
William E. Powell, Jr.
(1) 9,940 .0005
George Balis
(1) (3) 5,375,600 .2694
Gordon J. Margulis
(1) (4) 4,090 .0002
All Executive Officers
and Directors as
a Group (5 persons) 13,715,805 .6861
Footnote Explanations:
(1) Officer and Director
(2) Zack C. Monroe, Chairman of the Board, President and Director,
owns 1,173,455 shares in his name along with 163,285 owned
jointly with his wife Dorothy N. Monroe. Mr. Monroe further
owns one (1) share of subsidiary, Global Technologies stock.
Included in the amount is the shares owned as beneficial
ownership in the following companies;
<TABLE>
<S> <C> <C>
Company Name Shares Percentage
Mr.& Mrs. Zack Monroe 163,285 .0081
Zack C. Monroe 1,173,455 .0586
Monroe, Ltd. 1,058,402 .0529
Monroe International, Ltd. 1,032,520 .0516
Monroe Ltd. Escrow Company 950,020 .0475
Monroe Enterprises 1,143,799 .0571
Small Business Funds 2,294,520 .1147
Total beneficially owned 7,816,001 .3905
</TABLE>
<PAGE> 15
(3) George Balis, Vice President, Assistant Secretary - Treasurer
and Director, owns 1,555,000 in his own name. Included in the
amount is the shares owned as beneficial ownership in the
following companies;
<TABLE>
<S> <C> <C>
Company Name Shares Percentage
Mr. George Balis 1,555,000 .0783
Western Management Associates 303,376 .0152
Suzi Investments, Inc. 1,519,180 .0760
James Brugman Enterprises, Inc. 1,998,044 .0999
Total beneficially owned 5,375,600 .2694
</TABLE>
(4) Gordon J. Margulis, Vice President, Secretary, Director owns
100 shares in his own name. Included in the amount is the
shares owned as beneficial ownership in the following
companies;
<TABLE>
<S> <C> <C>
Company Name Shares Percentage
Gordon J. Margulis 100 .0000
Magna, Ltd. 3,990 .0002
Total beneficially owned 4,090 .0002
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The acquisition of Global Technologies S.A., previously
reported, whereby all of the issued and outstanding shares of
Global Technologies S.A. were issued as follows. 119,999 shares
issued to American Industries, Ltd. one (1) share is owned by Zack
C. Monroe, which made Global Technologies a subsidiary of American
Industries, Ltd. the corporation was reported to be in good
standing by the managing director and foreign representatives and
shares issued and outstanding as set forth herein also reflected in
the financial statements filed herein.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON
FORM 8-K
(a) Exhibits
There are no exhibits required to be filed due to the fact
that there is only one subsidiary, Global Technologies S.A.,
as reported in the consolidated financial statements attached
hereto.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the Registrant's
fiscal year ending March 31, 1996.
<PAGE> 16 SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AMERICAN INDUSTRIES, LTD.
By\s\Zack C. Monroe
Zack C. Monroe, President
DATED: May 2, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
\s\Zack C. Monroe Director, May 2 , 1997
ZACK C. MONROE President, Chairman of the Board,
Principal Executive
\s\Gordon J. Margulis Director, May 2 , 1997
GORDON J. MARGULIS Vice President and Secretary
\s\William E. Powell,Jr. Director, May 2 , 1997
WILLIAM E. POWELL, JR. Vice President and Treasurer
<PAGE 17>
AMERICAN INDUSTRIES, LTD.
LIST OF FINANCIAL STATEMENTS
The following consolidated financial statements of American
Industries, Ltd. and subsidiary are included:
Report of Independent Certified Public Accountant F-2
Report of Certified Public Accountant F-2(a)
Consolidated Balance Sheets, March 31, 1996 and 1995 F-3
Consolidated Statements of Operations -
Years ended March 31, 1996, 1995, and 1994 F-4
Consolidated Statements of Stockholders' Equity -
Years ended March 31, 1996, 1995 and 1994 F-5
Consolidated Statements of Cash Flows -
Years ended March 31, 1996, 1995, and 1994 F-6
Notes to Consolidated Financial Statements F-7
<PAGE> 18
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Shareholders and Board of Directors
American Industries, Ltd.
We have audited the accompanying consolidated Balance Sheets
of American Industries, Ltd. and its subsidiary as of March 31,
1996 and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the
three years in the period ended March 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated
financial position of American Industries, Ltd. And its subsidiary,
Global Technologies SA at March 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for
each of the three years in the period ended March 31, 1996, in
conformity with generally accepted accounting principles.
JEAN THIEREN P.P.E.
Las Vegas, Nevada
May 2, 1997
<PAGE> 19
REPORT OF CERTIFIED PUBLIC ACCOUNTANT
Shareholders and Board of Directors
American Industries, Ltd.
I have audited the accompanying consolidated Balance Sheets of
American Industries, Ltd. and its subsidiary as of March 31, 1996
and 1995, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in
the period ended March 31, 1996. These financial statements are
the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my
audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated
financial position of American Industries, Ltd. and its subsidiary,
Global Technologies SA at March 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for
each of the three years in the period ended March 31, 1996, in
conformity with generally accepted accounting principles.
BARRY L. FRIEDMAN P.C.
Las Vegas, Nevada
May 2, 1997
<PAGE> 20
AMERICAN INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
<TABLE> March 31,
1996 1995
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash & cash equivalents $ 23,371 $ 127,906
Convertible notes receivable 7,420
Contract receivable 750,000
Accrued interest receivable 56,250
TOTAL CURRENT ASSETS 837,041 127,906
FIXED ASSETS
Library 919 919
Office equipment 2,428 2,428
TOTAL FIXED ASSETS 3,347 3,347
OTHER ASSETS
Investment gems 61,084,822 61,084,822
Stock Investments 5,000
Total Other Assets $ 61,089,822 $ 61,084,822
TOTAL ASSETS $ 61,930,210 $ 61,216,075
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Deferred income $ 750,000 $
Accrued interest payable 1,800
Payables 42
Total Current Liabilities 751,842 0
STOCKHOLDERS' EQUITY
Common Stock - $.10 par value
Authorized 50,000,000 shares
issued and outstanding 20,000,445
shares 2,000,045 2,000,000
Common Stock reserve 195
Capital surplus on investments 59,651,981 59,651,830
Capital surplus on stock sales 306,794 298,285
Retained earnings (deficit) (780,647) (684,965)
Total Stockholders' Equity 61,178,368 61,216,075
Total Liabilities and Capital$61,930,210 $61,216,075
</TABLE>
<PAGE> 21
AMERICAN INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE> Year Ended March 31,
1996 1995 1994
<S> <C> <C> <C>
INCOME
Revenues 1,609 504 2,542
Interest 57,330
TOTAL INCOME 58,939 504 2,542
EXPENSES AND COSTS
General & Administrative expenses155,258 685,469 4,316
Interest expense 1,800
Proxy & Material costs 2,711
Total Expenses and Costs 159,769 685,469 4,316
Net Income (loss) (100,830) (684,965) (1,774)
GAIN (LOSS) PER COMMON SHARE $ 0 $ (.03) $ (.03)
Weighted Average Common
Shares Outstanding 20,000,445 20,000,000 20,000,000
</TABLE>
<PAGE> 22
AMERICAN INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED MARCH 31, 1996, 1995, 1994.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Number of Number Number
issued of of Amount Paid
Registered issued Reserved in Excess
Common Legend Legend Par of Par Retained
Shares Shares Shares Value Value Earnings
Balance at March 31, 1993 19,974,614 1,997,461
Shares for Acquisition (11,900,000) (1,190,000)
Acquisition of
Global Technologies 11,900,000 1,190,000 59,648,022
Shares issued for Cash 320 32 3,808
Net Income (loss) (1,774)
Balance at March 31, 1994 19,974,934 1,997,493 59,651,830
Shares issued for cash 25,066 2,507 298,285
Adjustment for fiscal year diff. 6,922
Net Income (loss) (684,965)
Balance at March 31, 1995 20,000,000 2,000,000 59,950,115
Shares issued for cash 445 045 8,855
Convertible note for reserved shares 1,950
Net Income (loss) (100,830)
Balance at March 31, 1996 20,000,000 445 1,950 2,000,045 59,958,970 (780,647)
</TABLE>
<PAGE> 23
AMERICAN INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended March 31,
<TABLE> 1996 1995 1994
<S> <C> <C> <C>
Net Loss $(100,830) $(684,965) $ (1,774)
Adjustments to reconcile net loss to net cash used in;
OPERATING ACTIVITIES
Payments on convertible notes (7,420)
Contract receivable (750,000)
Accrued interest receivable (56,250)
Accounts Payable 751,842
Asset Purchase (5,000) 511,727 (199,813)
Stockholders equity (37,707) (390,144) 205,150
Net cash used in operating activities(104,535) 121,583 5,337
Increase (Decrease) in cash (104,535) 121,583 5,337
Cash and Cash equivalent
at beginning of period 127,906 6,323 986
Cash and Cash equivalent
at end of period $ 23,371 $ 127,906 $ 6,323
</TABLE>
<PAGE> 24
AMERICAN INDUSTRIES, LTD.
NOTES TO THE CONSOLIDATED STATEMENTS
NOTE 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company is a Holding Company organized under the laws of Nevada
in 1919. The Company's subsidiary, Global Technologies S.A. was
organized as a European Company under the laws of the Grand Duche
of Luxembourg. The consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles applicable in the United States of America and are
stated in United States dollars.
Principles of Consolidation
The consolidated financial statements include the accounts of
the Company and its subsidiary. All significant intercompany
accounts and transactions have been eliminated.
Investments in other companies where ownership is less than
20% are carried on the cost method of accounting.
Foreign Currency Translation
The Company translates foreign assets and liabilities of its
subsidiary at the company's historical rate of exchange $33.18 per
LUF established at the time of acquisition of Global Technologies
S.A.
Earnings Per Share
Earnings per share is computed on the weighted average number
of shares outstanding during the year. The weighted average number
of shares was 20,000,000, 20,000,000 and 20,000,445 for the years
ended March 31, 1994, 1995, and 1996, respectively, shown on page
F-4 contained herein.
Cash and Cash Equivalents
Cash and cash equivalents include two checking accounts one
for subsidiary and one for Registrant held with Bank of America in
Las Vegas, Nevada. Subsidiary is reported as a foreign company
account. The company does not maintain cash accounts in foreign
financial institutions at this time.
NOTE 2. ACQUISITIONS
Global Technologies S.A. under acquisition agreement became a
subsidiary of the Company. Initially the authorized capital of the
Luxembourg company was 500,000 shares of stock at 1000 Francs per
share, 120,000 shares are issued and outstanding, fully paid and
non assessable with capital reserve in investment gems. By
decision of an extraordinary general meeting of shareholders held
December 29, 1995 the authorized capital of Global Technologies
S.A. has been reduced to 500,000 shares of stock at 250 LUF per
share. 120,000 shares are still issued and outstanding, fully paid
and non-assessable. The decision to reduce the authorized capital
was made to reduce taxes and other expenses in Luxembourg.
Global Technologies S.A. operates under the status of a holding
company under Luxembourg Law with the use of financial assets with
historical perpetual value operating in conformity with the Grand
<PAGE> 25
Duche of Luxembourg Decree of December 17, 1938. Global
Technologies S.A. registered as a professional business in the
financial industry, consisting of: Investment Banking, Financial
Investment, International Mergers, International Acquisitions,
International Portfolio Management, Securities Deposits, Purchasing
Agents and Marketmakers as set forth in notes to financial
statements contained herein.
The assets of Global Technologies has been transferred to
American Industries to maintain the status of a Luxembourg holding
company. This transfer does not affect the value of the shares of
American Industries on a consolidated basis.
NOTE 3. INVESTMENTS
The company has stock investments of $ 5,000 in a Nevada private
corporation.
NOTE 4. RECEIVABLES
Contract Receivables
The company currently has six Investment Banker Agreements /
Management Service Contracts with six Nevada corporations. Five
contracts are $100,000 each with payments to be made every six
months or annually at 12% interest per annum. One contract is
$250,000 at 6% interest per annum. Interest is being accrued and
shown as accrued interest receivable on the company's consolidated
financial statements.
Convertible Notes Receivables
Notes purchased by stockholders of record in denominations of
$1,000, $5,000 and $10,000 to purchase and/or reserve legend shares
of common stock. Notes are due to be converted within two years at
$20 to $25 per share.
The number of stockholders will not change as a result of reserved
shares to be converted, purchased by shareholders of record.
NOTE 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
<TABLE>
March 31,
1996 1995
<S> <C> <C>
Accrued interest payable $ 1,800 $
Account payable 42
$ 1,842 $ 0
</TABLE>
NOTE 6. DEFERRED INCOME
The amounts listed as deferred income resulted from the services
still not performed in relation to the contracts receivables
referred to in Note 4 above.
NOTE 7. INVESTMENT GEMS
The value of the Investment Gems are based on appraisal dated
February 14, 1995 by a Certified Gemmologist from The Gemmological
Association of Great Britain. Total appraisal amount $61,084,822.
The difference between the acquisition of gems and the appraisal
value has been booked as capital surplus.
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 61,089,822
<INVESTMENTS-AT-VALUE> 61,089,822
<RECEIVABLES> 813,670
<ASSETS-OTHER> 3,347
<OTHER-ITEMS-ASSETS> 23,371
<TOTAL-ASSETS> 61,930,210
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 751,842
<TOTAL-LIABILITIES> 751,842
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 59,958,970
<SHARES-COMMON-STOCK> 20,000,445
<SHARES-COMMON-PRIOR> 20,000,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 61,930,210
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 57,330
<OTHER-INCOME> 1,609
<EXPENSES-NET> 159,769
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 445
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 714,135
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 1,800
<GROSS-EXPENSE> 157,969
<AVERAGE-NET-ASSETS> 61,573,143
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
