<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, 1998
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 06830
Greenwich, Connecticut
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 July 28, 1998, there were 30,229,268 shares of the Company's common stock
outstanding.
PAGE 1 OF 9
<PAGE> 2
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet as of
June 30, 1998 3
Consolidated Statements of Operations
For the Three Months Ended
June 30, 1998, and June 30, 1997 4
Consolidated Statements of Operations
For the Six Months Ended
June 30, 1998, and June 30, 1997 5
Consolidated Statements of Cash Flows
For the Six Months Ended
June 30, 1998, and June 30, 1997 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations 8
PAGE 2 OF 9
<PAGE> 3
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
<TABLE>
<S> <C>
ASSETS
ASSETS $ --
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ --
-----------
STOCKHOLDERS' EQUITY:
Preferred Stock
$.01 par value; 20,000,000
shares authorized; none
issued and outstanding
Common Stock;
$.01 par value; 80,000,000
shares authorized; 30,229,268
shares issued and outstanding $ 302,293
Additional paid-in capital 7,058,550
Deficit (7,360,843)
TOTAL STOCKHOLDERS' EQUITY $ --
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ --
===========
</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,
1998 1997
------------ ------------
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
EXPENSES:
General and Administrative -- 900
Interest Expense (affiliates) -- --
------------ ------------
Total Expenses -- 900
NET LOSS $ -- $ (900)
============ ============
LOSS PER SHARE
Basic and Diluted $ -- $ --
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 30,229,268 21,647,000
============ ============
</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,
1998 1997
------------ ------------
<S> <C> <C>
REVENUES $ -- $ --
------------ ------------
EXPENSES:
General and Administrative -- 5,050
Interest Expense (affiliates) -- 2,750
------------ ------------
Total Expenses -- 7,800
------------ ------------
NET LOSS $ -- $ (7,800)
============ ============
LOSS PER SHARE
Basic and Diluted $ -- $ --
============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 30,229,268 21,647,000
============ ============
</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,
1998 1997
---- ----
<S> <C> <C>
Net cash provided (used) by
operating activities $-- $--
Cash and cash equivalents at
beginning of period -- --
---- ----
Cash and cash equivalents at
end of period $-- $--
==== ====
</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 consolidated 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.
2) Helm Capital Group Inc. is the owner of 61.2% of the Company's common stock.
3) On July 24, 1998, the Company signed an Agreement and Plan of Merger to
combine with Advanced Environmental Systems, Inc., ("AES") of Webster,
Massachusetts (the "Merger"). Under the transaction, AES will merge into a
wholly owned subsidiary of the Company, and the existing AES stockholders will
receive shares of Teletrak common stock in exchange for their AES stock.
Immediately prior to the transaction, Teletrak will effect a reverse stock split
and recapitalization, and change its name to Teletrak Environmental Systems,
Inc., which will have approximately 7.5 million common shares outstanding
immediately following the transaction. If the merger is not completed,
management will continue its efforts to locate a suitable merger or combination
candidate for the Company.
PAGE 7 OF 9
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1998
COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 1997
At the present time, the Company has no operating assets or operations.
On July 24, 1998, the Company signed an Agreement and Plan of Merger which
provides for the merger of a subsidiary with Advanced Environmental Systems,
Inc. ("AES") of Webster, Massachusetts. Under the transaction, AES will become a
wholly owned subsidiary of the Company, and the existing AES stockholders will
receive shares of Teletrak common stock in exchange for their AES stock.
Immediately prior to the transaction, Teletrak will effect a reverse stock split
and recapitalization, and change its name to Teletrak Environmental Systems,
Inc., which will have approximately 7.5 million common shares outstanding
immediately following the transaction.
AES, a privately held company, specializes in the manufacture, distribution and
licensing of industrial "mucking pumps" and related equipment. The design of
these pumps, based upon jet pump technology, makes this equipment a highly
effective portable tool for the removal of granular wet or dry materials
(including sludge, scale and slurries) -- particularly for environmental cleanup
of hazardous matter such as asbestos and lead. The motive power, compressed air
or pressurized liquid, provides operating flexibility for hopper loading, vacuum
cleaning and submersible applications, as well as the ability to collect and
transport materials over long distances. With no moving parts, the AES pump is
designed to be virtually maintenance free and to require no skilled labor to
operate. In 1997, AES had revenues of approximately $1,300,000 and a net loss
for the year in the amount of approximately $460,000. For the six month periods
ended June 30, 1998 and 1997, AES reported revenues of $836,686 and $453,694,
respectively, and net income of $52,439 in the 1998 six month period and a loss
of $194,736 in the 1997 six month period.
Helm, the holder of 61.2% of Teletrak's common stock, and management, the holder
of an additional 14.8% of Teletrak's common stock, have voted in favor of the
reverse stock split and recapitalization and the name change. After the Merger,
Helm will be a minority stockholder.
Liquidity and Capital Resources
Upon consummation of the Merger with AES, it is expected that the Company's
ongoing corporate expenses will be satisfied out of the operations of AES. No
assurance can be given, however, that the Merger will be completed, that AES
will be profitable or that its cash flow will be sufficient to pay these
expenses as they are incurred. If the Merger is not consummated, management will
continue in its efforts to find another suitable merger or combination candidate
for the Company.
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 in its behalf by the
undersigned thereunto duly authorized.
TELETRAK ADVANCED
TECHNOLOGY SYSTEMS, INC.
Date: July 28, 1998 By: Joseph J. Farley
---------------------------
Joseph J. Farley,
President
Date: July 28, 1998 By: Scott Altman
---------------------------
Scott Altman, Treasurer
Chief Accountant and
Principal Financial Officer
PAGE 9 OF 9
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<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
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0
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