<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FIRST QUARTER ENDING COMMISSION FILE NUMBER
JUNE 30, 1997 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 June 30, 1997
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-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
FOR THE FIRST QUARTER ENDING JUNE 30, 1997
<PAGE> 3
AMERICAN INDUSTRIES, LTD.
LIST OF FINANCIAL STATEMENTS
The following unaudited consolidated financial statements of American
Industries, Ltd. and subsidiary are included:
Consolidated Balance Sheets, June 30, 1997 and 1996 4
Consolidated Statements of Operations -
Three months ended June 30, 1997, 1996, and 1995 5
Consolidated Statements of Cash Flows -
Three months ended June 30, 1997, 1996, and 1995 6
Notes to Consolidated Financial Statements 7
<PAGE> 4
AMERICAN INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
June 30,
1997 1996
ASSETS
<TABLE>
<S> <C> <C>
CURRENT ASSETS
Cash & cash equivalents $ 11,599 $ 28,929
Convertible notes receivable 3,827 6,814
Contract receivable 502,000 502,000
Accrued interest receivable 75,000
TOTAL CURRENT ASSETS 592,426 537,743
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 328,000 328,000
Total Other Assets $ 61,412,822 $ 61,412,822
TOTAL ASSETS $ 62,008,595 $ 61,953,912
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Deferred income $ 502,000 $ 502,000
Accrued interest payable 9,890 1,800
Payables 42 42
Total Current Liabilities 511,932 503,842
STOCKHOLDERS' EQUITY
Common Stock - $.10 par value
Authorized 50,000,000 shares
issued and outstanding 20,000,445
shares 2,000,045 2,000,045
Common Stock reserve 595 360
Capital surplus on investments 59,651,981 59,651,981
Capital surplus on stock sales 386,392 339,628
Retained earnings (deficit) (542,350) (541,944)
Total Stockholders' Equity 61,496,663 61,450,070
Total Liabilities and Capital$62,008,595 $61,953,912 <PAGE>
AMERICAN INDUSTRIES, LTD.
</TABLE>
<PAGE> 5
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended June 30,
<TABLE> 1997 1996 1995
<S> <C> <C> <C>
INCOME
Revenues 248,000 751,523
Interest 18,750 18,750
18,750 266,750 751,523
EXPENSES AND COSTS
General & Administrative expenses16,449 28,048 40,017
Interest expense 0 0 0
Proxy & Material costs 0 0 0
Valuation Allowance 0 0 515,484
Total Expenses and Costs 16,449 28,048 555,501
Net Income (loss) 2,301 (238,702) 196,022
GAIN (LOSS) PER COMMON SHARE $ .0 $ .01 $ .0
Weighted Average Common Shares Outstanding20,000,445 20,000,445 20,000,000
</TABLE>
<PAGE> 6
AMERICAN INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended June 30,
1997 1996 1995
<TABLE>
<S> <C> <C> <C>
Net Income (Loss) $ 2,301 $ 238,702 $ ( 28,230)
Adjustments to reconcile net loss to net cash used in;
OPERATING ACTIVITIES
Payments on convertible notes (881) 606
Contract receivable (248,000)
Accrued interest receivable (18,750) (18,750)
Stockholders equity (33,000)
Net cash used in
operating activities (19,631) (233,144) 28,230
Increase (Decrease) in cash (17,330) 5,558 (28,230)
Cash and Cash equivalent at
beginning of period 28,929 23,371 127,906
Cash and Cash equivalent at
end of period $ 11,599 $ 28,929 $ 99,676
<PAGE> 7
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, 20,000,445 and
20,000,445 for the periods ended June 30, 1995, 1996, and 1997,
respectively.
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.
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 gem investments. 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.
<PAGE> 8
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.
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 $328,000 in Nevada
corporations. $323,000 of principal payments due June 30, 1996
for contract receivables was paid by the issuance of stock.
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 one
or two years at $20 to $25 per share. Currently there are 5,950
shares of legend securities held in a reserve account by
Registrant's Transfer Agent for the conversion of Convertible
Notes.
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
June 30,
1997 1996
Accrued interest payable $ 9,890 $ 1,800
Account payable 42 42
$ 9,932 $ 1,842
<PAGE> 9
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 Marco Vesters, 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.
<PAGE> 10
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SUMMARY OF BUSINESS
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.
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.
For the past five years, Registrant, American Industries,
Ltd. has continued to operate as a holding company handling its
affairs to secure 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.
In 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 of Global Technologies S.A. September 1994
Registrant, American Industries Ltd. paid subsidiary's, Global
Technologies S.A., taxes and fees to the Luxembourg Government to
bring the subsidiary current with its filings and taxes. It is
not anticipated that the tax loss the company suffered would be
experienced again any time soon. Further the accounting and
computer services and other expenses related to the cost of the
acquisition and other regulatory expense could be substantially
reduced.
It has been further reported by the Registrant's Independent
Accountant, Jean Thieren P.P.E. that the taxes and required
document reporting in Luxembourg for Global Technologies S.A. has
been accomplished through December 1996 as well as through the
date herein. All taxes and filing requirements have been met and
paid for by Registrant American Industries, Ltd. for Global
Technologies. Further, the U.S. tax return was filed timely with
the Internal Revenue Service for the fiscal year ended March 31,
1997 for Registrant with no taxes due.
<PAGE> 11
FINANCIAL INFORMATION
(a) The unaudited financial information given in this
report is for the Registrant, American Industries, Ltd. as well
as for its wholly-owned subsidiary, Global Technologies S.A., as
consolidated financial statements for the period ended June 30,
1997 for Registrant and for the period ended June 30, 1997 for
Subsidiary filed herein.
(i) It is further reported herein that as a result of
the aforementioned financial information reported herein
regarding the Registrant's wholly-owned subsidiary Global
Technologies, American Industries' auditors will be U.S.
independent auditors working in cooperation with the foreign
independent auditors in compliance with United States (GAAS).
(b) Unaudited Consolidated Financial Statements;
Consolidated Balance Sheet, Consolidated Statement of Operations,
Consolidated Statement of Cash Flows and Notes to the Statements
are filed herein.
The consolidated financial reports are in conformity with
standard requirements and give a fair view of the financial
position of Registrant and Subsidiary, its consolidated results
for the period stated and are supplied herein for the three
months ended, first quarter June 30, 1997.
The Management Report of Financial Affairs of the Company
and its Subsidiary are reported in French and English as required
to enable management and independent accountants to file the
annual and quarterly reports in accordance with foreign
governments, foreign and domestic stock exchanges, when
appropriate.
Management believes the unaudited Consolidated Financial
Reports for Registrant and its subsidiary for the first quarter,
three months ended June 30, 1997 fairly represent the
Registrant's financial condition, and by specific reference these
Financial Reports are hereby incorporated.
Earnings for the Registrant and its Subsidiary with
comparisons of 1995 and 1996 together with notes to the
statements together with the financial reports are filed herein.
Management believes that their analysis is in accordance with
these reports which give a fair view of the Registrant and its
Subsidiary's financial condition and reflect the results of
operation.
<PAGE> 12
Item 3. DELAY IN FILING FINANCIAL INFORMATION
None, report contained herein is timely filed. For the
first quarter ended June 30, 1997, the Registrant is current and
up to date with all required reports, comments, 8-K, 10-Q and 10-K, and
amendments thereto, filings with the Securities and Exchange Commission
through the date hereof.
Item 4. FINANCIAL STATEMENTS:
The Index to the unaudited Consolidated Financial Statements
indicate the attached financial statements filed herein for
Registrant, its wholly-owned subsidiary, Global Technologies S.A.
Item 5. MANAGEMENT'S ANALYSIS OF QUARTERLY STATEMENTS:
Management's analysis of this quarterly report give a fair
view of the Registrant and its Subsidiary's financial condition,
as further set forth in Item 2 herein.
Item 6. OTHER FINANCIAL INFORMATION:
No other financial information is reported other than the
Registrant and its subsidiary have operated as set out in the
summaries of operations filed herein. It should be noted that
the unaudited consolidated financial reports filed herein contain
the information for the three months ended June 30, 1997 for
Registrant and subsidiary.
Item 7. LETTER FROM COMPANY'S MANAGEMENT:
No letter submitted, nor required at this time. See Part I,
Item 2 herein.
Item 8. FILINGS OF OTHER STATEMENTS IN CERTAIN CASES:
None at this time.
Item 9. EXHIBITS, FINANCIAL:
None at this time. Financial, see Part I herein.
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
There are no legal proceedings presently, nor are any
anticipated.
ITEM 2. CHANGES IN SECURITIES:
THERE IS NO CHANGE IN THE STATUS OF THE REGISTRANT AS A
REPORTING COMPANY AT THIS TIME. The Registrant is required to
file annual reports under the Securities Exchange Act of 1934,
Commission File No. 0-8730. Securities previously traded O.T.
C., in the pink sheets, listed NASDAQ Trading Symbol AMII,
Standard & Poor's CUSIP 026801-10-0. Registrant was de-listed in
1983 and is not presently listed on any Exchange.
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 and 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 being de-listed from NASDAQ as a result
of the company's reduction of assets; divested itself of various
subsidiaries, no longer qualified or required to maintain its
position for the Registrant's stockholders to trade their
securities through the NASDAQ system.
The previous securities registered in the float from the
year 1920 through the date herein have been fully reported in
Registrant's annual report, as well as filed herein.
Of the 20,000,000 registered free trading shares in the
float 33.98% is owned by the public as of the annual report dated
March 31, 1997. The remaining 66.02% are owned beneficially or
indirectly by the Directors or Officers of Registrant, as a
group.
At the Annual Stockholder's Meeting of September 20, 1996
the Stockholders voted and approved again by approximately 88% of
the vote (68.61% management vote, 19.39% public vote and 12% no
vote made) to issue promissory notes at 12% interest per annum to
stockholders of record to be converted to investment legend stock
in two years in accordance with SEC Regulation governing private
sales, stock dividends, and stock swap redemption program to the
company's stockholders of record. As of this date 445 shares of
investment legend shares have been purchased with 5,950 shares
held in reserve until promissory note obligations have been met.
<PAGE> 14
ITEM 3. CHANGES IN SECURITY FOR REGISTERED SECURITIES:
None. The 20,000,000 free trading shares is further
reported in Item 2 herein.
ITEM 4. DEFAULTS UPON SENIOR SECURITIES:
None. (See Item 7, Part II, for Submission of Matters to a
Vote.)
ITEM 5. INCREASE IN AMOUNT OUTSTANDING OF SECURITIES OR
INDEBTNESS:
(a) The total 20,000,000 shares registered free trading are
outstanding reported herein for the 10-Q first quarter ended June
30, 1997 of the 50,000,000 authorized shares of common stock at
.10 par value for an aggregate value of $5,000,000.
(b) The amount of Investment Legend Securities, outstanding
purchased by stockholders of record is 445 shares sold at $20 per
share and 5,950 shares being held at $25 per share as reserved
shares for convertible notes due 1997 and 1998.
ITEM 6. DECREASE IN AMOUNT OUTSTANDING OF SECURITIES OR
INDEBTNESS:
None. (See Item 9 for Exhibits and Reports)
ITEM 7. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
There are no matters at this time needed to be submitted to
the vote of security holders. All matters needed to be voted on
by the security holders were motioned, seconded and voted on and
approved by 88% of the Stockholders of Record by voice or proxy
at the Annual Stockholder's Meeting September 20, 1996.
ITEM 8. OTHER MATERIALLY IMPORTANT EVENTS:
NOT REPORTED ON FORM 8-K
None at this time. All important events have been reported
in previous 10-Q's, 10-K's and amendments thereto, and were not
required to be reported in 8-K's or 8-K/A's other than the
previous filings through the date hereof.
ITEM 9. EXHIBITS AND REPORTS:
Exhibit 1 - Financial Data Schedule as required with electronic filings.
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Sections 13 or 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: July 17, 1997.
Pursuant to the requirements of Sections 13 or 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.
/S/ ZACK C. MONROE
Director, July 17, 1997
President, Chairman of the Board
/S/ GORDON J. MARGULIS
Director, July 17, 1997
Vice President and Secretary
/S/ WILLIAM E. POWEL, JR.
Director, July 17, 1997
Vice President and Treasurer
/S/ GEORGE BALIS
Director, July 17, 1997
Vice President, Assistant Secretary/Treasurer
</TABLE>
[ARTICLE] 6
<TABLE>
<S> <C>
[PERIOD-TYPE] 3-MOS
[FISCAL-YEAR-END] MAR-31-1998
[PERIOD-END] JUN-30-1997
[INVESTMENTS-AT-COST] 61,412,822
[INVESTMENTS-AT-VALUE] 61,412,822
[RECEIVABLES] 580,827
[ASSETS-OTHER] 3,347
[OTHER-ITEMS-ASSETS] 11,599
[TOTAL-ASSETS] 62,008,595
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 511,932
[TOTAL-LIABILITIES] 511,932
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 61,496,663
[SHARES-COMMON-STOCK] 20,000,445
[SHARES-COMMON-PRIOR] 20,000,445
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 62,008,595
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 18,750
[OTHER-INCOME] 0
[EXPENSES-NET] 16,449
[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] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 7,299
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 16,449
[AVERAGE-NET-ASSETS] 62,008,595
[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] 511,932
[AVG-DEBT-PER-SHARE] 0
</TABLE>
