<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (b)
of the Securities Exchange Act of 1934
For Quarter Ended: June 30, 1996
Commission File Number: 0-13670
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
------------------------------------------
(Exact name of registrant as specified in character)
Delaware 13-3187778
----------------------------- ------------------
State or other jurisdiction of IRS Employer
Incorporation or organization Identification No.
537 Steamboat Road
Greenwich, Connecticut 06830
---------------------- -----
203-629-1400
------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrants (1) has filed all reports
required to be filed by section 13 of 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 X NO
--- ---
At August 12, 1996, there were 21,737,000 shares of the Company's common stock
outstanding.
PAGE 1 OF 9
<PAGE> 2
INDEX
PART I. Financial Information
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet as of
June 30, 1996
Consolidated Statements of Operations
for the Three Months Ended
June 30, 1996 and June 30, 1995
Consolidated Statements of Cash Flows
for the Six Months Ended
June 30, 1996 and June 30, 1995
Notes to Consolidated Financial
Statements
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations
PAGE 2 OF 9
<PAGE> 3
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
June 30, 1996
<TABLE>
<S> <C>
ASSETS
ASSETS $ --
===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
ACCRUED EXPENSES $ 226,726
DUE TO HELM RESOURCES, INC 880,567
-----------
TOTAL LIABILITIES 1,107,293
-----------
STOCKHOLDERS' DEFICIENCY:
1991 Series A Preferred Stock
$.01 par value shares; 20,000,000
shares authorized; 1,000,000
shares issued and outstanding 10,000
Common stock, $.01 par value
80,000,000; shares authorized;
21,737,000 shares issued and
outstanding 217,370
Additional paid-in capital 6,019,580
Deficit (7,339,243)
-----------
(1,092,293)
Less: Notes receivable (15,000)
-----------
TOTAL STOCKHOLDERS' DEFICIENCY (1,107,293)
-----------
$ --
===========
</TABLE>
See accompanying notes to consolidated financial statements
PAGE 3 OF 9
<PAGE> 4
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended
June 30,
--------------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
EXPENSES:
General and administrative 4,150 5,150
Interest expense (affiliates) 2,750 2,750
------------ ------------
Total expenses 6,900 7,900
------------ ------------
NET LOSS $ (6,900) $ (7,900)
============ ============
LOSS PER SHARE $ -- $ --
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 21,737,000 21,827,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
PAGE 4 OF 9
<PAGE> 5
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Six months ended
June 30,
--------------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
EXPENSES:
General and administrative 8,300 11,300
Interest expense (affiliates) 5,500 5,500
------------ ------------
Total expenses 13,800 16,800
------------ ------------
NET LOSS $ (13,800) $ (16,800)
============ ============
LOSS PER SHARE $ -- $ --
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 21,737,000 21,962,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
PAGE 5 OF 9
<PAGE> 6
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND
SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------
1996 1995
-------- --------
<S> <C> <C>
Net cash provided (used)
by operating activities $ -- $ (137)
Cash and cash equivalents at
beginning of period -- 296
-------- --------
Cash and cash equivalents at
end of period $ -- $ 159
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
PAGE 6 OF 9
<PAGE> 7
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND
SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) The accompanying condensed financial statements are unaudited, but in the
opinion of the Company's management, include all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation of
financial position and results of operations. Interim results are not
necessarily indicative of results for a full year.
2) Helm Resources Inc. is the beneficial owner of 60.8% of the Company's
common stock.
3) On October 20, 1993, the Company entered into an agreement with Technology
Applied Systems Corporation ("TASC"), whereby it assigned to TASC all
rights to sell, manufacture, develop and distribute its products. In
consideration for the transfer of rights to TASC and the ability to
provide ongoing support to the Company, on a installed customer base, TASC
agreed to pay to the Company, on a quarterly basis, a royalty equal to 10%
of (i) the net sales price of products sold by TASC to distributors and/or
end-users and (ii) the net sales price of derivatives, enhancements,
modifications and successors of the products sold by TASC to distributors
and/or end-users, which utilize certain product modules only, based upon
the allocable portion of such derivative, enhancement, modifications and
successors attributable to the modules. To date no significant revenues
have been derived from the TASC agreement, and the Company does not
anticipate that it will receive any significant revenues from this
agreement in the future.
PAGE 7 OF 9
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
At the present time, the Company has no operating assets or operations.
Management is engaged in efforts to locate additional businesses or operations
in related and unrelated enterprises which could be merged into or acquired by
the Company. No assurance can be given, however, that the management will be
successful in these efforts.
Results of Operations
Three Months Ended June 30, 1996 Compared to June 30, 1995
Selling, general and administrative expenses consist of expenses associated
with maintaining the Company's records and statutory requirements which are
expected to continue in the future.
Interest expense is interest on advances from affiliates.
Six Months Ended June 30, 1996 Compared to June 30, 1995
Selling, general and administrative expenses consist of expenses associated
with maintaining the Company's records and statutory requirements which are
expected to continue in the future.
Interest expense is interest on advances from affiliates.
Liquidity and Capital Resources
The Company presently has recorded $226,726 in accrued expenses and $880,567
due to Helm. With respect to the accrued expenses, the Company is working with
its creditors to arrange settlements of amounts owing and/or deferrals of
payments. No assurance can be given that the Company will be successful in
these efforts. As for the amount owing to Helm, Helm has agreed not to demand
payment until after December 31, 1996. Accordingly, no amounts are payable to
Helm during 1996.
There can be no assurance that Helm will provide any additional financing to
the Company other than in connection with minimal ongoing corporate expenses,
or that additional financing will be available on terms acceptable to the
Company or that the Company will be able to operate profitably in the future.
Management presently is engaged in efforts to locate additional businesses or
enterprises which could be merged into or acquired by the Company. No assurance
can be given, however, that management will be successful in this effort.
PAGE 8 OF 9
<PAGE> 9
SIGNATURES
Pursuant to the requirements 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.
Date: August 12, 1996 By: /s/ Joseph J. Farley
-----------------------------------
Joseph J. Farley,
President
Date: August 12, 1996 By: /s/ Scott Altman
-----------------------------------
Scott Altman,Treasurer
Chief Accountant and
Principal Financial
Officer
PAGE 9 of 9
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 - Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 226,726
<BONDS> 0
<COMMON> 226,726
0
10,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,500
<INCOME-PRETAX> (13,800)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13,800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,800)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
