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, 2000
Commission File No.0-8730
REGISTRANT
AMERICAN INDUSTRIES, LTD.
State of Incorporation Nevada
IRS Employer Identification No. 88-110436
Address of Principal Executive Office
101 Convention Center Drive, Suite 1200
Las, Vegas, Nevada Zip code 89109
Registrant's Telephone Number (702) 898-3022
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on which registered
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 YES NO 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 x
(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 common stock, par value $.10 per share
DOCUMENTS INCORPORATED BY REFERENCE NONE
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.
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.
Registrant'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
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 endeavors of
management to establish a pattern of business consistent 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 upon the 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 client.
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 or Europe 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 101 Convention
Center Drive, suite 1200 Las Vegas, Nevada, 89109, telephone number
(702) 898-3022.
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 its 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 March
22, 1999 in Phoenix, Arizona, 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 March 12, 1999.
The matters submitted to the stockholders and voted upon, together
with the votes cast is as follows:
<TABLE>
<CAPTION>
(1) Directors Nominated and Elected:
<S> <C> <C> <C> <C>
Name Votes For Votes Against Abstentions
George Balis 15,060,342 0 0
Mary E. Kinn 15,043,242 19,000 0
George Balis, Jr. 15,029,909 32,333 0
Denis Piotroski 15,062,342 0 0
2. Appointment of Barry Friedman, CPA to continue as Auditor for the
fiscal year ending March 31, 2000.
No other matters requiring shareholder approval were submitted at the
Annual Meeting.
</TABLE>
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
<TABLE>
<CAPTION>
SUMMARY OF FINANCIAL DATA FOR THE FOLLOWING YEARS:
<S> <C> <C> <C>
Year Ended March 31 2000 1999 1998
Net Income/(Loss) $(160,216) $(66,645) $(103,449)
Net Income (loss)
per common Share $(0.008) $(0.0033) $(0.0052)
Total Assets $61,098,474 $61,098,571 $61,098,648
Long-Term Debt $0 0 0
Total Stockholder Equity $60,834,332 $61,994,548 $61,061,193
Cash Dividends Declared
Per Common Share 0 0 0
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
During the current year ended March 31, 2000 and also the previous
years ended March 31,1999 and 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 no 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, Secretary 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 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 Compaany will soon
merge with an operating company to obtain positive cash flow.
</TABLE>
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, 2000 and 1999,
3. American Industries, Ltd. Consolidated Statements of
Shareholders' Equity for the years ended March 31, 2000 , 1999.
4. American Industries, Ltd. Consolidated Statement of Operations
for the three years ended March 31, 2000, 1999, 1998
5 American Industries, Ltd. Consolidated Statement of Cash Flow
for the three years ended March 31, 2000, 1999, 1998.
6. American Industries, Ltd. Notes to the Consolidated Statements
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
During Registrant's three 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 56 Chairman of Board of Directors,
President, CEO
Mary Kinn 86 Director and Secretary
George Balis, Jr. 28 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 1990-1994, and also held executive officer positions
with the American Association of Medical Assistants and its
California counterpart.
George Balis, Jr. has obtained a degree in communications from
St. John's University in New York City. He has various business
experience in sales, marketing and real estate.
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.
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.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(1) Title of (2) Name and address (3) Amount (4) Percent
Class of beneficial owner
_____________________________________________________________________
Common Stock Dorothy N. Monroe 2,697,161 13.5%
5534 Topaz Street
Las Vegas, NV 89120.
Common Stock George Balis 11,955,000 59.5%
325 S. 3rd St. #1-300
Las Vegas, NV 89101
</TABLE>
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.
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:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(1) Title of Class (2) Name and address (3) Amount (4) Percent
of beneficiary owner
Common Stock George Balis 11,955,000 59.5%
325 So. 3rd St #1-300
Las Vegas, NV. 89101
Common Stock Mary Kinn 35,550 .17%
2995 E. Sunset Rd
Las Vegas, NV 89120
Total 11,990,550 59.67%
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.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ONFORM
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 Statement of Operations F-3
Consolidated Statements of Shareholders' Equity 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 None.
</TABLE>
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
June 28, 2000________
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/George Balis Jr_______________
George Balis Jr, Director and Treasurer
June 28, 2000
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, 2000, and
March 31, 1999, and the accompanying consolidated statements of
stockholders' equity, operations and cash flows for the three years
ended March 31, 2000, March 31, 1999, and 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. These 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, 2000, and March 31, 1999,
and the results of operations and cash flows for the three years ended
March 31, 2000, March 31, 1999, and 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 made that a
merger will happen. No assurance can be made that current management
will continue to pay for the administrative expenses. The debts listed
on the balance sheet for March 31, 2000, and March 31, 1999, are all
debts related to current management, as explained in Note #4. No
adjustments have been made to the financial statements for the
liquidation of the assets or debts.
/S Barry L Friedman
Barry L. Friedman
Certified Public Accountant
AMERICAN INDUSTRIES, LTD
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $13,652 $13,749
Total Current Assets $13,652 $13,749
OTHER ASSETS
Investments - Gemstones
(Note #3) $61,084,822 $61,084,822
TOTAL ASSETS $61,098,474 $61,098,571
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable (Note #4) $ 264,142 $ 104,023
Total Current Liabilities $ 264,142 $ 104,023
STOCKHOLDERS' EQUITY
Common Stock
Authorized 50,000,000
Shares par value $0.10
Issued and outstanding at
March 31, 1999 - 20,006,586 $ 2,000,659
March 31, 2000 - 20,006,586 $ 2,000,659
Additional Paid-in Capital 60,042,884 60,042,884
Deficit accumulated during
The development stage $-1,209,211 -1,048,995
Total Stockholders' Equity $ 60,834,332 $60,994,548
TOTAL LIABIITIES AND
STOCKHOLDERS' EQUITY $ 61,098,474 $61,098,571
<FN>
The accompanying notes are an integral part of these financial
statements
F2
</TABLE>
AMERICAN INDUSTRIES, LTD
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Year Year
Ended Ended Ended
March 31 March 31 March 31
2000 1999 1998
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0
EXPENSES
General and Administrative $ 50,307 $ 17,577 $ 16,511
Interest Expense 10,402 3,745 9,528
Professional services 99,507 45,323 22,523
Loss on worthless securities 0 0 50,000
Loss on worthless accounts receivable 0 0 1,540
Loss on disposal of fixed assets 0 0 3,347
TOTAL EXPENSES $160,216 $ 66,645 $103,449
INCOME/LOSS (-) $-160,216 $-66,645 $-103,449
Net loss per share -
Basic and diluted $ -.0080 $ -.0033 $ -.0052
Weighted average number of
Shares outstanding 20,006,586 20,006,586 20,006,586
<FN>
The accompanying notes are an integral part of these financial
statements
F3
</TABLE>
AMERICAN INDUSTRIES, LTD
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Total
Additional Retained Stock-
Common Stock Paid-In Earnings Holders
Stock Amount Capital Deficit(-) Equity
Balance
March 31,1996 20,002,395 $2,000,240 $59,958,775 $-836,897 $61,122,118
Common Stock 3,750 375 74,625 75,000
Net Loss,
Fiscal Year End,
March 31, 1997
Retained Earnings
(Loss) -42,004 -42,004
Balance
March 31,1997 20,006,586 $2.000,659 $60,042,884 $-878,902 $61,155,114
Net Loss,
Fiscal Year End,
March 31, 1998
Retained Earnings
(Loss) $ -103,449 $ -103,449
Balance
March 31,1998 20,006,586 $2,000,659 $60,042,884 $-982,350 $61,061,193
Net Loss,
Fiscal Year End
March 31, 1999
Retained Earnings
(Loss) -66,645 -66,645
Balance
March 31,1999 20,006,586 $2,000,659 $60,042,884 $-1,048,995$60,994,548
Net Loss,
Fiscal Year End
March 31,2000
Retained Earnings
(Loss) -160,216 -160,216
Balance,
March 31,2000 20,006,586 $2,000,659 $60,042,884 $-1,209,211$60,834,332
<FN>
The accompanying notes are an integral part of these financial
statements
F4
</TABLE>
AMERICAN INDUSTRIES, LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
March 31, March 31, March 31,
2000 1999 1998
CASH PROVIDED BY OPERATIONS
Net Income Loss (-) $-160,216 $- 66,645 $-103,449
Adjustments
Change in Receivables 0 0 3,827
Change in Payables $ 160,119 66,568 27,523
Loss in fixed assets 0 0 3,347
Loss on Securities 0 0 50,000
Cash Flow from operations - 97 $ -77 -18,752
Cash Flow from investing activities 0 0 0
Cash Flow from financing activities
Issuance of common stock for cash 0 0 $ 9,528
Net Increase/Decrease(-) $ -97 $ -77 $-9,224
Cash,
Beginning of Period $13,749 -13,826 23,050
Cash,
End of period $ 13,652 $ 13,749 $ 13,826
<FN>
The accompanying notes are an integral part of these financial
statements
F5
</TABLE>
AMERICAN INDUSTRIES, LTD
NOTES TO CONSOLIDATED STATEMENTS
March 31, 2000 and March 31, 1999
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' 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.
Loss Per Share
_______________
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS#128) "Earnings Per
Share". Basic loss per share is computed by dividing losses available
to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted loss per share reflects per
share amounts that would have resulted if dilutive common stock
equivalents had been converted to common stock. As of March 31, 2000,
the Company had no dilutive common stock equivalents such as stock
options.
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. is registered as a
professional business, Financial Investment, International Mergers,
and International Acquisitions.
F6
AMERICAN INDUSTRIES, LTD.
NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)
March 31, 2000, and March 31, 1999
NOTE 3 - INVESTMENTS- GEMSTONES
The Company has listed under Investments, investment quality gemstones
(emeralds, sapphires and rubies). These stones are uncut. Uncut
gemstones 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 Technologies.
The Company purchased Global Technologies in 1993. The historic basis
of the gemstones 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, Certifid
Gemologist and Fellow of the Gemological 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 and American 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. The year-end balances are as
follows:
March 31, 2000 March 31, 1999 March 31, 1998
Accounts Payable $264,142 $104,023 $37,455
No interest has been accrued for the advances made during the current
fiscal year. Accrued interest for the current fiscal year is based on
the previous year-end accounts payable balance. Interest has been
accrued at the rate of 10% per annum.
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
F7
AMERICAN INDUSTRIES, LTD.
NOTES TO CONSOLIDATED STATEMENTS (CONTINUED)
March 31, 2000, and March 31, 1999
NOTE 6 - DEPENDENCY ON PRESIDENT
The current president has been largely responsible for the existence
of the
Company. Since he has become president, he has worked to rid the
Company of investment and programs that were not profitable. He has
also infused monies and sought out loans from other principals to pay
the Company's administrative expenses. He is also active in pursuinga
suitable merger candidate. Without his abilities, the Company would
have a difficult time continuing in existence.
F8
