<PAGE>
AMERICAN INDUSTRIES, LTD.
101 Convention Center Dr., Suite 845
Las Vegas, NV 89109.
July 17, 1998
Securities and Exchange Commission
Washington, DC 20549.
Gentlemen:
Persuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached Form 10-K for the period ending March
31, 1998.
Sincerely,
AMERICAN INDUSTRIES, LTD.
/SS/ George Balis, President
</PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
Commission File No. 0-8730
AMERICAN INDUSTRIES, LTD.
REGISTRANT
State of Incorporation IRS Employer Identification No.
Nevada 88-110436
Address of Principal Executive Office Zip Code
Bank of America Center 89109
101 Convention Center Drive, Suite 1212
Las, Vegas, Nevada
Registrant's Telephone Number
(702) 386-2633
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on which registered:
NONE NONE
Securities registered pursuant to 12 (g) of the Act:
Title of each class
Common Stock, $.10 Par Value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. X
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
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 No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date:
20,006,586 shares commons tock, par value $.10 per share
DOCUMENTS INCORPORATED BY REFERENCE
NONE
</PAGE>
<PAGE>
Commission File No. 0-8730
FORM 10-K ANNUAL REPORT
AMERICAN INDUSTRIES, LTD.
PART I
ITEM 1. BUSINESS
American Industries, Ltd. ("Registrant" or "Company") was incorporated in
Nevada on December 26, 1919, as Toquima Stores Company engaged in the business
of operating a general store. The name was changed successfully to American
Resources, Inc., American Health Service, Inc., G.W.Hume Industries, Inc.,
and on July 18, 1972, to American Industries, Ltd. It was not until 1978
that Registrant came under the jurisdiction of the federal Securities Act of
1933 and the Exchange Act of 1934, and registered its shares by filing Form
10, having by that time acquired the requisite number of shareholders and
capital assets making compliance mandatory under the regulatory Acts.
Prior to that time, Registrant was exempt from the federal
securities regulatory requirements.
Using the trading symbol AMII, Registrant traded on the NASDAQ over the
counter market (OTC) in the seventies. In 1982, unable to comply with NASD
requirements for continued listing, registrant was delisted from the OTC
quotation service.
Registrant has been variously engaged in many diverse businesses since
inception, including the mining and exploration of minerals; leasing equipment;
operating nursing homes; processing, canning and distributing foods; brokering
residential and commercial mortgage loans; and selling and servicing products
related to preserving the ecology.
Since 1994, Registrant has been essentially dormant, supporting its financial
needs through the private sale of promissory notes and donations of capital
from those shareholders holding management positions with Registrant.
On July 25,1997, Zack Monroe, Chairman of the Board of Directors, President,
Chief Executive Officer and Registrant's principal shareholder passed away.
Mr. Monroe had been Registrant's Chief Executive Officer since 1970.
</PAGE>
<PAGE>
George Balis, a Director and Vice President, owning approximately 59% (as of
this report date) of Registrants issued and outstanding shares of
Common Stock became the Company's Chief Executive Officer.
Resident's future plan is to concentrate its efforts to establish and provide
a business consulting service to American and European companies from its Las
Vegas offices, and to establish and provide a business consulting service in
conjunction with but subordinate to, its main objective of locating and
acquiring interests in companies with proprietary products or service companies
with significant income streams to support the plans of management. These plans
include locating investment opportunities which fully utilize Registrant's
principal asset, an inventory of uncut gemstones (emeralds, rubies and
sapphires) acquired by Registrant when it merged with Global Technologies, S.A.
("Global") on May 27, 1993.
There can be no assurances that Registrant's future plans are feasible or that
they can be achieved given the fact that past endevors of management to
establish a pattern of business consistant with its foregoing objectives has
not met with success, and to date no mergers or acquisitions have been
successfully consummated, and Registrant remains without any source of revenue.
The Articles of Incorporation for Global Technologies, SA were issued by the
Grand Duche of Luxembourg, Identification Number 1989-40-00735. At the time
of the merger, all of Global's issued and outstanding shares of common stock
were exchanged for 11,900,000 shares of Registrant's $.10 par value Common
Stock. At that time Registrant then had issued and outstanding an aggregate of
20,000,445 shares of Common Stock. The sole shareholder of Global, George
Balis, received approximately 59% of Registrant's outstanding Common Stock. The
merger was intended as a tax-free reorganization pursuant to Section 368 of the
Internal Revenue Code.
By independent appraisal, Global's gemstones at the time of merger were
deemed to have a fair market value in excess of $60,000,000, as uncut stones in
their natural state. It is not Registrant's intention to cut, polish and market
its inventory of gemstones, nor to engage in the wholesale or retail jewelry
business. Instead Registrant intends to hold the entire cache of uncut
stones as a perennial source of reserve capital, and to utilize the gemstones
as collateral security for foreign and domestic companies requiring a source
of credit enhancement. The laws of Luxembourg permit holding companies
such as Global to utilize a 10:1 ratio uponthe issuance of bonds and a
3:1 ratio upon the issuance on commercial paper (notes) against capital
reserves.
Management has seen a constant need in the commercial market for sources
that can guarantee loans or guarantee banks issuing letters of credit for
companies seeking to borrow capital through regular banking channels or other
institutional lenders. The business intended to be carried on by Registrant
is very competitive on both continents. There are myriad private and public
companies engaged in the same business as Registrant, and most have
financial resources far greater than that of the Registrant, with a history
of providing such services. Also, the nature of the type of business
intended by Registrant requires that the Company be constantly on the alert for
fraudulent schemes as financially troubled borrowers may be desperate to find
sources of credit enhancement. Accordingly, Registrant must expend significant
time and money to investigate potential clients.
(/PAGE)
(PAGE)
Additionally, Registrant plans to act as a "finder" in seeking out European
sources of capital for private and public companies located in the United
States utilizing both private and institutional European lenders, as well as
European stock brokers to buy, sell and trade Registrant's securities in the
foreign market to foreign nationals, as and when a trading market in the United
States can be established for Registrant's securities. There can be no
assurances that management's plans will or can be achieved.
At the time of the merger with Global, to the present date, neither Registrant ]
nor Global has had sufficient operating revenues to fulfill combined cash flow
needs of both companies. As a consequence, both companies have required
direct financial aid from Registrant's controlling stockholders. Presently,
Registrant has no income.
Registrant has no full time employees receiving a salary.Registrant's offices
since February, 1998, have been located at Bank of America Center, Suite 1212,
101 Convention Center Drive, Las Vegas, Nevada, 89109, telephone number
(702) 944-1388.
ITEM 2. PROPERTIES
Registrant's administrative offices are in Las Vegas, Nevada, which also
contains the United States offices of Global. Neither Registrant nor Global
owns any real estate here or abroad. Registrant's administrative offices
contain approximately 500 square feet at an monthly rental of $500, pursuant
to a month-to-month sub-lease with an affiliated Company owned by one of
Registrant's directors. Global also maintains small, unattended office in
Athens, Greece on a month-to-month basis.
ITEM 3. LEGAL PROCEEDINGS
Neither Registrant nor it's wholly owned subsidiary, nor the directors or
officers of either entity, are parties to any pending or threatened
legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Registrant's regular annual shareholders' meeting was held on September 15,
1997 in Las Vegas, Nevada, pursuant to written notice required by Registrant's
By-laws and Nevada Revised Statutes Section 78.010. Proxies to elect
directors were solicited by management pursuant to Regulation 14A under
the Securities Exchange Act. All nominees were duly elected. The record date
for stockholders to vote at the meeting was established as September 5, 1997.
The matters submitted to the stockholders and voted upon, together with the
votes cast is as follows:
</PAGE>
<PAGE>
Directors Nominated and Elected: (1)
Name Votes For Votes Against Abstentions
George Balis 15,765,638 0 0
Mary E. Kinn 15,765,638 0 0
Joe Ortiz 15,765,638 0 0
William E. Powell 342,731 15,422,907 0
Gordon J. Margulis 342,731 15,422,907 0
Notes: Registrant sought proxies for Zack C. Monroe, George Balis, Mary Kinn,
William E. Powell, Jr. and Gordon J. Margulis. Mr. Monroe passed away on
July 25, 1997 and his name was withdrawn. Mr. Ortiz was nominated from the
floor and elected.
No other matters requiring shareholder approval were submitted at the Annual
Meeting.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
There is no established trading market for any class of Registrant's common
equity stock or that of its wholly owned subsidiary.
ITEM 6. SELECTED FINANCIAL DATA
SUMMARY OF FINANCIAL DATA FOR THE FOLLOWING YEAR:
Year Ended March 31
1998 1997 1996 1995
Net Income $<103,449> (42,004) (157,080) (684,965)
Earnings/Common Share $<.01> 0 0 (.03)
Total Assets $61,098,648 61,165,046 61,123,960 61,216,075
Long-Term Debt $0 0 0 0
Total
Stockholder Equity $61,061,093 61,155,114 61,178,368 61,216,075
Cash Dividends Declared
Per Common Share 0 0 0 0
(Detailed audited financial statements are reported herein beginning on page 11,
Exhibit F-1.)
</PAGE>
<PAGE>
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The Company's source of revenue for the years ended March 31, 1997 and 1996
was the performance of financial and accounting services for small companies.
It also received interest income. During the current year ended March 31,
1998, the Company had no income.
LIQUIDITY
The Company's President, Zack Monroe, passed away on July 25, 1997. Since
that time, the Company has had very little income or cash receipts. The
then Vice President, George Balis, was subsequently appointed as President.
The lack of income production has put the Company into a negative
cash flow position. Currently the overhead bills are paid by the President
and board members.
CAPITAL RESOURCES
As explained above, the Company has no current cash resources. The investments
listed on the balance sheet are not liquid and will provide no immediate
relief from the negative cash flow.
RESULTS OF OPERATIONS
The statements show very little revenue from services related activities for the
years ended March 31, 997 and 1996, $45,000 for 1997 and $2,689 for 1996.
These amounts reflect the efforts of the then President, Zack Monroe, to
service the existing client base, approximately 75 clients. Since the death
of Mr. Monroe, this income stream has dropped off substantially. Not only
did the President pass away, but also the Company's staff, which supported the
client services,has left the employment of the Company. During the year just
ended March 31, 1998 the Company had no revenue. Unless the current client
base can be serviced adequately and promptly it is expected
that the Company's clients will seek another provider for their financial
services. The current President has made efforts to hire staff to
regain some of the service revenue that was generated in previous years. His
efforts are being hampered by the lack of cash currently in the Company. No
assurances can be made that the President's efforts will prove successful. No
assurances can be made that the Company will ever have operations again.
ITEM 8. FINANCIAL STATEMENTS
1. Independent Auditor's Report of Barry L. Friedman, CPA
2. American Industries, Ltd.
Consolidated Balance Sheets as of March 31, 1998 and 1997
3 American Industries, Ltd.
Consolidated Statements of Shareholders' Equity for the years
Ended March 31, 1998
4. American Industries, Ltd.
Consolidated Statement of Operations for the three years ended
March 31, 1998
5. American Industries, Ltd.
Consolidated Statement of Cash Flow for the three years ended
March 31, 1998
6. American Industries, Ltd.
Notes to the Consolidated Statements
</PAGE>
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
During Registrant's two most recent fiscal years, or interim period, no
independent accountant previously engaged by Registrant to audit Registrant's
financial statements, or those of Global, its wholly owned subsidiary, has
resigned or was dismissed, nor has any such independent accountant indicated
a reluctance to stand for re-election after completion of the current audit.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The Directors and Executive Officers of Registrant are as follows:
Name Age Positions Held With Registrant
George Balis 55 Chairman of Board of Directors,
President, Chief Exec Officer
Mary Kinn 84 Director and Secretary
Joe Ortiz 61 Director and Treasurer
George Balis had served as a Director, Vice-president, and Assistant Secretary-
Treasurer of Registrant from 1993 until the death of its former President
Zack C. Monroe, on July 25, 1997. Mr. Balis was elected to the positions of
Chairman of the Board, President and Chief Executive Officer at the annual
Meeting of the Stockholders held on September 15, 1997. Mr. Balis also is
President, CHB, Managing Director of subsidiary Global Technologies SA; and
prior thereto from 1990 through 1993 was with Continental Mortgage Bankers
of Westbury, New York, involved in financial review of commercial loans and
marketing. For approximately six years Mr. Balis was in charge of operations of
his family-owned shipping business with a chartered fleet of eight steam
ships.
Mary Kinn has been the President and a Director of Charmakin. Ltd. since
1978. She was a student at Washington Square College, New York University and
the University of California where she received her community college teacher's
training. She was an Associate Professor in allied health technology at Long
Beach City College, and is a professional writer, having written textbooks for
medical assistants and medical terminology students published by W.B.Saunders
Company and Delmar Publications, respectively. She was a founding member and
Chairwoman of the California State Certification program for medical
assistants from 1990-1194, and also held executive officer positions with the
American Association of Medical Assistants and its California counterpart.
</PAGE>
<PAGE>
Joe Ortiz has been a casino operator for over 25 years in various positions.
ITEM 11. EXECUTIVE COMPENSATION
During the prior fiscal year, or interim period, none of the current Directors
or Executive Officers of Registrant named above received any cash or other
remuneration for the work performed by them on behalf of Registrant. No
salaries were paid, nor cash or stock dividends issued, nor bonuses or
commissions paid, nor property transferred, nor did Registrant pay for any
insurance benefits or retirements benefits, nor were stock options or other
stock rights issued. It is not anticipated that Registrant will pay salaries
or other remuneration to any such persons until and unless Registrant
derives profits from its operations.
For the fiscal year March 31, 1998, Registrant paid $23,826 to various
companies controlled by the former President, Zack Monroe, for administrative
expenses, which represents 31% of the total administrative expenses for fiscal
1998
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following tabulation indicates all shareholders known to Registrant to be
the beneficial owners of more than 5% of Registrants Common Stock as of the
date hereof.
__________________________________________________________________
(1) Title of Class (2) Name and address (3) Amount and nature (4) Percent
of beneficial owner of beneficial ownership of Class
__________________________________________________________________
Common Stock Dorothy N. Monroe 2,697,161 13.5%
5534 Topaz Street
Las Vegas, NV 89120.
Common Stock George Balis 11,900,000 59.5%
325 S. 3rd St. #1-300
Las Vegas, NV 89101
Notes:
Zack C. Monroe died July 25, 1997, while still a Director and Executive
Officer of Registrant. The Estate of Zack C. Monroe, together with his wife
and certain corporations controlled by him were the beneficial owners of an
aggregate of 13,042,161 shares of Registrant's Common Stock. Following Mr.
Monroe's death, 10,345,000 of said shares were transferred to George Balis,
Registrant's current Chief Executive Officer based upon Mr Monroe's default
of certain agreements between the parties.
</PAGE>
<PAGE>
As of February 11, 1998, the shares of Registrant's Common Stock beneficially
owned by Registrant's Directors and Executive Officers, and of all directors
and officers as a group, is indicated in the following tabulation:
__________________________________________________________________
(1) Title of Class (2) Name and address (3) Amount and nature (4) Percent
of beneficial owner of beneficial ownership of Class
__________________________________________________________________
Common Stock George Balis 11,900,000 59.5%
101 Convention Dr. #1212
Las Vegas, NV 89109
Common Stock Mary Kinn 35,550 .17%
Same address
Common Stock Joe Ortiz 24,800 .12%
Same address _______ _______
TOTAL 11,960,350 59.79%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There has been no transaction, or series of similar transactions, since the
beginning of Registrant's last fiscal year, or any currently proposed
transaction, or series of similar transactions, to which Registrant or any of
its subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000, and in which any Director or Officer has had any direct or
indirect material interest.
</PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
The following documents are filed as part of this report:
(a).The following consolidated financial statements of American Industries, Ltd.
And subsidiary are included:
Independent Auditor's Report F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Shareholders' Equity F-3
Consolidated Statement of Operations F-4
Consolidated Statement of Cash Flow F-5
Notes to the Consolidated Statements F-6 THRU F-8
(b). Reports on Form 8-K
The following reports on Form 8-K were filed during the Registrant's fiscal
year ending March 31, 1998:
1) Items 1 and 5 Report dated December 19, 1997
2) Items 1 & 5 Report dated March 31, 1998
SIGNATURES
Pursuant to the requirements of Section 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/ George Balis_______
George Balis, President/Director/CEO/CFO
July 20,1998________
</PAGE>
<PAGE>
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.
By: s/ George Balis____________
George Balis, Director and President
By s/ Mary Kinn____________
Mary Kinn, Director and Secretary
By: s/ Joe Ortiz______________
Joe Ortiz, Director and Treasurer
July 20, 1998_____________
</PAGE>
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified public accountant
1582 Tulita Drive
Las Vegas, Nevada 89123
(702) 361-8414
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors,
American Industries, Ltd.
Las Vegas, Nevada
I have audited the accompanying consolidated balance sheets of American
Industries, Ltd. and its subsidiary as of March 31, 1998 and 1997, and the
accompanying statements of stockholders' equity, operations and cash flows for
the three years ended March 31, 1998. 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 financial position of American
Industries, Ltd. as of March 31, 1998 and 1997, the results of operations
and cash flows for the three years ended March 31, 1998 in conformity
with generally accepted accounting principles.
The statements have been prepared assuming that the Company will continue in
existence. The Company currently has no operations, no income and is dependent
upon current management to cover administrative expenses with loans to the
Company. Management is currently attempting to merge with an operational
company. No assurance can be amde that a merger will happen. No assurances can
be made that current management will continue to pay for administrative
expenses. The debts listed on the balance sheet for March 31, 1998 are all
to current management as explained. No adjustments have been made to the
financial statements for the liquidation of the assets or debts.
s/ Barry L. Friedman
Certified Public Accountant
July 16, 1998
</PAGE>
<PAGE>
American Industries, Ltd.
Consolidated Balance Sheets
as of March 31, 1997 and 1996
AMERICAN INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 1998 MARCH 31, 1997
<S> <C> <C>
ASSETS
Current Assets
Cash $13,826 $23,050
Notes receivable - 3,827
Total Current Assets 13,826 26,877
Equipment (net of depreciation) - 3,347
Investment Assets 61,084,822 61,134,822
Total Assets 61,098,648 61,165,046
LIABILITIES
<S> <C> <C>
Accounts Payable 37,455 9,932
Total Current Liabilities 37,455 9,932
STOCKHOLDERS EQUITY
Common stock
Authorized 50,000,000 shares
Issued and outstanding -
20,006,586 shares
and 20,006,145 shares respectively
par value $.1 2,000,659 2,000,615
Paid in Capital 60,042,884 60,033,400
Retained earnings (loss) (982,350) (878,901)
Total Stockholders' Equity 61,061,193 61,155,114
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 61,098648 61,165,046
f-2
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
</PAGE>
<PAGE>
American Industries, Ltd.
Consolidated Statements of Stockholders' Equity
For the three years ended March 31, 1998
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Paid in Retained Total
Stock Amount Capital Earnings
Balance March 31, 1995 20,000,000 2,000,000 59,950,115 (679,817) 61,270,298
Common Stock Sold 2,395 240 8,660 8,990
Retained Earnings (loss) (157,080) (157,080)
Balance March 31, 1996 20,002,395 2,000,240 59,958,775 (837,897) 61,122,118
Common Stock 3,750 375 74,625 75,000
Retained Earnings (Loss) (42,004) (42,004)
Balance March 31, 1997 20,006,145 2,000,615 60,033,400 (878,901) 61,155,114
Common Stock 441 44 9,484 9,528
Retained Earnings (Loss) (103,449) (103,449)
Balance March 31, 1998 20,006,586 2,000,659 60,042,884 (982,350) 61,061,093
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
(F-3)
</PAGE>
<PAGE>
American Industries, Ltd.
Consolidated Statements of Operations
for three years ended March 31, 1998
<TABLE>
<CAPTION>
Six Months Ended March 31,
1998 1997 1996
<S> <C> <C> <C>
Revenue
Revenue from Contracts and Services 33,000 1,609
Interest Income 12,000 1,080
Total Revenue 45,000 2,689
Expenses
General & Administrative expenses 16,511 78,914 157,969
Interest Expense 9,528 8,090 1,800
Professional Services 22,523
Loss on Worthless Securities 50,000
Loss on Worthless Accts. Receivable 1,540
Loss on Disposal of Fixed Assets 3,347
Total Expenses 103,449 87,004 159,769
Income (loss) before Income Taxes (103,449) (42,004) (157,080)
Provision for Income Taxes
Net Income (Loss) (103,449) (42,004) (157,080)
Earnings per Common Share (0.01) (0.00) (0.01)
Weighted Avg.
Common Shares Outstanding 20,006,146 20,000,445 20,000,445
f-4
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
</PAGE>
<PAGE>
American Industries, Ltd.
Consolidated Statement of Cash Flow
for the three years ended March 31, 1998
<TABLE>
<S> <C> <C> <C>
March 31,
1998 1997 1996
Net Income (Loss) (103,449) (42,004) (157,080)
Adjustments
Change in Receivables 3,827 3,593 (5,578)
Change in Payables 27,523 8,090
Loss of Fixed Assets 3,347
Loss on Securities 50,000
Subsidiary Funding (7,454)
Cash from Operations (18,752) (30,321) (162,658)
Investing Activities
Decrease in Investments (45,000) (5,000)
Cash Used in Investing (45,000) (5,000)
Financing Activities
Common Stock Sales 9,528 75,000 83,123
Cash from Financing 9,528 75,000 83,123
Net Change in Cash (9,224) (321) (104,535)
Beginning Cash 23,050 23,371 127,906
Ending Cash 13,826 23,050 23,371
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
</PAGE>
<PAGE>
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. The Company's former president, Zack Monroe,
died on July 25, 1997. This has caused the services of the Company to be
halted. Mr. George Balis, the then Vice President, was subsequently elected
as President and has been trying to arrange the continuation of the company.
Principals 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 balance sheet using the cost method of accounting.
Earnings Per Share
Earnings per share is computed on the weighted average number of shares
outstanding during the year.
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 (LUF) per share, 120,000 shares are issued and
outstanding, fully paid and non assessable, with capital reserve in gem
investments. By decision of a meeting of shareholders held December 29, 1995
the par value of Global Technologies S.A. has been reduced to 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 Duche of Luxembourg Decree of December 17, 1938.
Global Technologies S.A. registered as a professional business, Financial
Investment, International Mergers, International Acquisitions, International
Portfolio Management as set forth in notes to financial statements
contained herein.
(F-6)
</PAGE>
<PAGE>
Note 3 Investments
Investment in Stock
The company has stock investments of $50,000 in Nevada corporations as of March
31, 1997 and no investments in shares of stock as of March 31, 1998.
Investments in these companies where ownership is less than 20 % is carried
on the balance sheet using the cost method of accounting for investments.
Investments Gems
The Company has listed under Investments investment quality gems, (emeralds and
rubies). These stones are uncut. Uncut gems do not fluctuate in value like the
cut stones do because of daily market conditions. Their value is more constant.
These gems are owned by the Company's wholly owned subsidiary, Global Technol-
ogies.The Company purchased Global Technologies in 1993. The historic basis of
the gemstone on the books of Global was carried over for the basis of the
gemstones once the merger was effected. Purchase accounting was utilized in
this merger. Notwithstanding that purchase accounting was utilized as directed
by GAAP, the gemstones were not given a step up in basis. That is because their
historic basis was approximate to their fair market value at the time of the
merger. The gemstones were also appraised. Periodically the gems are
reappraised to assure management that the value placed on this investment
is correct. Most recently, an appraisal was completed by Mr. Marco Vesters.
Certified Gemmologist, member of The Gemmological Association of Great Britain,
license number D-7127.
The gems are physically located in a bank vault in Las Vegas, Nevada. The
Company's subsidiary Global Technologies plans to utilize these assets to
establish a relationship with a correspondent bank in Europe. With
this relationship Global plans to issue letters of credit and other
services for European companies.
Note 4 Accounts Payable
The accounts payable represent professional fees and other general and
administrative expenses that were paid by the President and board members on
behalf of the Company.
1998 1997
Account payable $37,455 $9,932
f-7
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Note 5 Provision for Income Taxes
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Change in Deferred Tax plus Valuation Account 0
Current Taxes Payable 0
Provision for Income Taxes 0
Note 6 Leases
The Company has a three year lease with its offices in Las Vegas, NV for
$6,000 per year.
1998 1999
Office Lease 6,000 6,000
The Company has an office in Europe paid on a month to month basis.
Note 7 Dependency on President
The current President has been largely responsible for the existence of the
Company for the last several months. He has worked to rid the Company of
investments and programs that were not profitable. he has infused monies and
sought out loans from other principals to pay the Company's administrative
expenses. He is also active in pursuing a suitable merger candidate. Without
his abilities the Company would have a difficult time continuing in existence.
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<PAGE>
FORM 8-K
COMMISSION FILE NUMBER
0-8730
AMERICAN INDUSTRIES, LTD.
ITEM 1 CONSENT OF CHANGE OF REGISTRANT
On March 31, 1998, George Balis, President of Registrant, acquired 3,859,221
shares of Registrant's common stock from Dorothy Monroe, which shares had
been held by Zack Monroe (former President) and/or companies controlled by Zack
Monroe and/or Dorothy Monroe. Said shares represent 19% of the issued and
outstanding shares of registrant.
At the time fo such acquistion, George Balis owned 11,955,000 shares of
Registrant's common stock. Accordingly, George Balis currently owns an
aggregate of 15,814,221 shares representing 79% of Registrant's issued and
outstanding shares. All of said shares will be issued in the name of George
Balis, and/or companies owned or controlled by him.
ITEM 5 OTHER EVENTS
This will amend the previously filed report respecting Item 5:
Registrant's new address Bank of America Center
as of March 31, 1998 101 Convention Center Drive
Suite 1212
Las Vegas, NV 89109
(702) 386-2633
Registrant's old address was Bank of America Center
101 Convention Center Drive
Suite 845
Las Vegas, NV 89109
(702) 386-2633
AMERICAN INDUSTRIES, LTD.
BANK OF AMERICA CENTER
101 CONVENTION CENTER DRIVE
SUITE 1212
LAS VEGAS, NEVADA 89109
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
COMMISSION FILE NUMBER
0-8730
AMERICAN INDUSTRIES, LTD.
ITEM 1 CHANGES IN CONTROL OF REGISTRANT
On March 31, 1998, Registrant filed its form 8-K indicating (ITEM 1) that
George Balis had acquired an additional 3,859,221 shares of Registrant's
Common Stock, boosting his ownership to approximately 79% of Registrant's
issued and outstanding shares. The transferer renegged on her agreement to
transfer shares, and accordingly, George Balis continues to own 11,955,000
shares of Common Stock, equal to approximately 59% of Registrant's issued
and outstanding shares of Common Stock.
</PAGE>
