<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
[XX] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For Fiscal Year Ended December 31, 1997 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period to .
Commission File No. 0-13670
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 13-3187778
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification
Number)
537 Steamboat Road
Greenwich, Connecticut 06830
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (203) 629-1400
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
(Title of Class)
Check 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 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
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or in any
amendment to this Form 10-KSB. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant at March 9, 1998 was approximately $273,281 based on the average
of the bid and asked prices as reported by the NASD Electronic Bulletin Board.
For these purposes, the term "affiliates" is deemed to mean the officers and
directors of the registrant and Helm Capital Group, Inc.
The registrant's revenues for the year ended December 31, 1997 were $0.
At March 9, 1998 there were 30,229,268 shares of common stock outstanding.
Documents Incorporated by Reference: None
Transitional Small Business Format: Yes No X
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PART I
ITEM 1. BUSINESS
Teletrak Advanced Technology Systems, Inc. (herein "Teletrak" or the "Company"),
a Delaware corporation, was organized in January 1983 as a wholly-owned
subsidiary of Helm Capital Group, Inc. ("Helm") to develop and market computer
software products. Helm is the owner of 61.2% of the common stock. At the
present time, the Company has no operating assets or operations.
Teletrak has been an inactive public company for several years. Historically,
the Company's principal business activity had been the marketing of optical data
software and the development of enhancements thereto to provide mass data
storage capability in multimedia applications that combine data, voice, image
and text on mass storage erasable and nonerasable optical disks (the "System").
In 1993, the Company assigned to an Atlanta-based corporation all of its rights
to sell, manufacture, develop and distribute its products in exchange for a
royalty, while retaining title, copyright and other proprietary rights to the
System. As a result of this assignment of rights, in 1993 the Company classified
its activities related to the marketing and development of the System as
discontinued operations. To date, no significant revenues have been derived from
the assignment of revenues, and the Company does not anticipate that it will
receive any significant revenues from this arrangement in the future. In
addition, at the present time, the technology of the System is obsolete.
Recent Developments
In September 1997, the Company signed a letter of intent to combine Teletrak
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. The transaction is subject to the negotiation and execution of a
definitive agreement of merger. No assurance can be given that such agreement
will be completed or that the Merger will be consummated.
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 application, as well as the ability to collect and
transport materials over
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long distances. With no moving parts, the AES pump is designed to be virtually
maintenance free and to require no skilled labor to operate. More than 1,000
pumps are in use today in a wide range of industries, including power plants,
steel mills and foundries, oil refineries, chemical and petrochemical plants,
food processing facilities, shipyards and marine vessel operators and water
treatment plants. In 1997, AES had revenues of approximately $1,300,000 and a
net loss for the year in the amount of approximately $460,000.
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.
----------------
During 1997 and 1996, the Company realized no revenues, and a net loss of $7,800
and $27,600, respectively.
Employees
Since January 1, 1994, the Company has had no employees. All financial and
accounting services are performed by employees of Helm. All other management
decisions are reviewed by the Company's Board of Directors.
ITEM 2. PROPERTIES
The Company shares office space in New York, New York and Greenwich, Connecticut
for its corporate headquarters with other affiliates of Helm. The Company does
not pay any rent to Helm or its affiliates for this space.
ITEM 3. LEGAL PROCEEDINGS: None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: None.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
(a) MARKET INFORMATION
The following table sets forth the bid and ask prices for the Company's common
stock for the prior two year period:
<TABLE>
<CAPTION>
Ask Bid
--- ---
<S> <C> <C>
1997
First Quarter $.01 $.015
Second Quarter .01 .015
Third Quarter .04 .02
Fourth Quarter .07 .03125
1996
First Quarter $.02 $.005
Second Quarter .04 .01
Third Quarter .04 .015
Fourth Quarter .04 .04
</TABLE>
The ask and bid prices cited herein for 1997 and 1996 have been obtained from
the Electronic Bulletin Board quotation system of the NASD.
At March 9, 1998, the bid and ask prices for the Company's common stock, as
obtained from the Electronic Bulletin Board of the NASD, were $.04 and $.035,
respectively.
(b) HOLDERS
The Company is advised by American Stock Transfer & Trust Company, its transfer
agent, that there were approximately 300 holders of record of the Company's
common stock at March 15, 1998.
(c) DIVIDEND POLICY
The Company has never paid any dividends. Since the Company is inactive, it will
not pay any cash dividends in the foreseeable future.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
1997 COMPARED TO 1996
At the present time, the Company has no operating assets or operations.
In October 1997, the Company reported that it had signed a letter of intent to
merge a subsidiary with Advanced Environmental Systems, Inc. ("AES") of Webster,
Massachusetts. This transaction is conditioned upon the completion of due
diligence, the negotiation and execution of a definitive agreement and the
receipt of any required regulatory and third party approvals. 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 application, 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.
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
Historically, the Company financed its operations and operating deficits with
advances from Helm. During 1997, Helm made no advances to the Company.
In August 1997, the Company issued 3,582,268 shares of common stock to Helm in
extinguishment of $895,567 of indebtedness owing to Helm, and 5,000,000 shares
of common stock to Helm upon conversion of 1,000,000 shares of outstanding
preferred stock held by Helm at $.20 per share.
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There can be no assurance that Helm will provide any additional financing to the
Company other than in connection with minimal ongoing corporate expenses. 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.
ITEM 7. FINANCIAL STATEMENTS
The financial statements required by this item are set forth herein at the page
numbers indicated below:
Page Number
Statement in Lieu
Accountant's Report ................... 12
Consolidated Balance Sheet at
December 31, 1997 ..................... 13
Consolidated Statements of Operations
for the years ended December 31, 1997
and 1996 .............................. 14
Consolidated Statements of Stockholders'
Deficiency for the years ended
December 31, 1997 and 1996 ............ 15
Consolidated Statements of Cash Flows
for the years ended December 31, 1997
and 1996 .............................. 16
Notes to Consolidated Financial
Statements ............................ 17
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
No change in accountants or disagreements requiring disclosure pursuant to
applicable regulations took place during the Company's two most recent fiscal
years.
BDO Seidman was not engaged to perform an audit of the 1997 Financial Statements
as pursuant to Paragraph 210.3-11 of Regulation S-X promulgated by the
Securities and Exchange Commission, audited financial statements are not
required to be included in the Company's Annual Report on Form 10-KSB due to its
status as an inactive registrant.
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PART III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The directors and executive officers of the Company at December 31, 1997 are set
forth below. The directors serve and the nominees serve, if and when elected,
until the next annual shareholders' meeting and until their successors are
elected and qualified. The Company believes that during 1997 all filing
requirements applicable to its directors and officers, and the beneficial owners
of more than 10% of the Company's equity securities, under Section 16 of the
Securities Exchange Act of 1934 were complied with.
Name, Principal Occupation Over the Past Five Director of
Years and Other Directorships of Individual Age Company
Since
Herbert M. Pearlman ............................ 65 1983
Mr. Pearlman has been the Chairman of the Board of Directors of the Company
since March l983. Since 1980, he has served as President, Chief Executive
Officer and Chairman of the Board of Directors of Helm Capital Group, Inc.
("Helm"), a public holding company. Since March l984, Mr. Pearlman has been
Chairman of InterSystems, Inc. ("ISI"), a public company engaged in providing
custom compounding and packaging and distribution services to the thermoplastic
resin industry, and in the manufacture and sale of sampling and weighing devices
to the agricultural and other industries. Mr. Pearlman is Chairman of the Board
of Directors of Seitel, Inc. ("Seitel"), a public company engaged in acquiring
and marketing seismic information to the oil and gas industry. In March 1990, he
became Chairman of the Board of Directors of Unapix Entertainment, Inc.
("Unapix"), which is engaged in marketing and distributing films and television
products.
Joseph J. Farley ................................. 75 1983
Mr. Farley was elected President of the Company in April l983 and served in that
capacity until April 1990, at which time he became Chairman of the Executive
Committee. In December 1991, Mr. Farley resumed the position of President and
Chief Executive officer following the retirement of the existing President. From
l982 until February 1991, he served as Vice-President of Marketing and
Engineering for Helm. Mr. Farley has been a Director of Helm since l982. Prior
to his employment at Helm, he was a senior executive with International Business
Machines Corporation where he was employed for 32 years and held various
positions in engineering, marketing and field engineering.
David S. Lawi ................................... 62 1983
Mr. Lawi has been Secretary of the Company since January 1983, Secretary and a
Director of Helm since l980, a Director and the Secretary of ISI since March
l984 and Chairman of its Executive Committee since 1986, and a Director of
Seitel since 1982. In 1989 he was elected Chairman of Seitel's Executive
Committee. In 1990 he became a Director and Secretary-Treasurer of Unapix.
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William Lerner ................................ 64 1985
Mr. Lerner is an attorney engaged in the private practice of Law. From May 1990
until December 1990, he was General Counsel to Hon Development Company, a
California real estate development company. Mr. Lerner has been a director of
Helm since 1985 and a director of Seitel since l984. Mr. Lerner is also a
director of Rent-Way, Inc., the owner of a chain of retail stores in the
rental-purchase industry, and a director of Micros-to-Mainframes, Inc., a
provider of advanced technology services and computer equipment to Fortune 2000
companies with headquarters and significant operations in the states of New
Jersey, New York and Connecticut.
Daniel T. Murphy .............................. 59 1988
Mr. Murphy served as Executive Vice President and Chief Financial Officer of ISI
from July 1985 until September 1997. He became a Director of ISI in October
1986. Mr. Murphy joined Helm in May 1984 as Vice-President and Chief Financial
Officer, and in 1992 he became Executive Vice President--Finance. In January
1996, he was appointed Chief Financial Officer and Vice President of Unapix.
Scott Altman ................................. 35 --
Mr. Altman joined Helm in September 1987, and he was appointed Treasurer of the
Company in August 1988.
Effective upon completion of the Merger, Messrs. Pearlman, Lawi, Lerner, Farley
and Altman will resign from all positions with the Company.
ITEM l0: EXECUTIVE COMPENSATION
For the fiscal year ended December 3l, l997, no compensation was paid to the
Company's Chief Executive Officer or to any other executive officer. The
Company's outside directors received no cash fees during l997. Since the Company
has no operations, during 1997 only limited management services were rendered to
the Company including the analysis of possible merger or acquisition candidates
and accounting services.
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ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of March 1, 1998, of each person who
beneficially owned more that five (5%) percent of the Company's Common shares
and by each current officer and director and all current officers and directors
as a group. Messrs. Pearlman, Lawi, Lerner and Farley are directors, and Mr.
Murphy is an officer, of Helm, the Company's principal stockholder. Except as
otherwise indicated, each named holder has, to the best of the Company's
knowledge, sole voting and investment power with respect to the shares
indicated.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF COMMON STOCK PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED OF OUTSTANDING
- ---------------- ------------------ --------------
<S> <C> <C>
Helm Capital Group, Inc. 21,030,126(1) 61.2%
537 Steamboat
Road Greenwich, CT 06830
CURRENT OFFICERS AND DIRECTORS:
Herbert M. Pearlman 2,215,475(2) 5.7%
Chairman of the Board**
Joseph J. Farley 1,683,833(3) 4.5%
Chief Executive Officer;
President, Director **
David S. Lawi 1,564,333(4) 4.4%
Secretary, Director **
William Lerner 48,000 *
423 East Beau Street
Washington, PA 15301
Director
Daniel T. Murphy 80,000(5) *
Director **
All Current Officers
and Directors as a
group (5 persons) 5,591,641(6) 14.8%
- ----------------
</TABLE>
* Less than 1%
** Address is 537 Steamboat Road, Greenwich, CT 06830
(l) Includes 2,500,000 shares which may be acquired within 60 days upon the
exercise of common stock purchase warrants expiring on December 31, 1999
exercisable at $.20 per share (the "1999 Warrants").
(2) Includes 400,000 shares that may be acquired within 60 days upon
exercise of outstanding common stock purchase warrants expiring on July
31, 1998 at $.20 per share (the "1998 Warrants") and 105,000 1999
Warrants.
(3) Includes 200,000 1998 Warrants and 37,500 1999 Warrants.
(4) Includes 300,000 1998 Warrants and 37,500 1999 Warrants.
(5) Includes 50,000 1998 Warrants.
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ITEM l2: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Helm is the owner of 61.2% of the Company's outstanding common stock.
Historically, the Company financed its operations and operating deficits with
advances from Helm. Since 1996, Helm has made no advances to the Company,
although financial and accounting services are provided by Helm to the Company.
During 1997 and 1996, no transactions were entered into between Helm and the
Company, or the current directors and officers, on the one hand, and the
Company, on the other hand, involving in excess of $60,000 except that in August
1997 the Company issued 3,582,268 shares of common stock to Helm in
extinguishment of $895,567 of indebtedness owing to Helm, and 5,000,000 shares
of common stock to Helm upon conversion of 1,000,000 shares of outstanding
preferred stock at $.20 per share.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(A) Exhibits
3.1 Certificate of Incorporation of the Registrant, filed January 5,
1983 [incorporated by reference to exhibit 3(a) to Registration Statement No.
2-84930 on Form S-1 (the "Form S-1")]
3.2 Certificate of Amendment of Certificate of Incorporation filed
April 25, 1983 [ incorporated by reference to exhibit 3(a) to the Form S-1]
3.3 Certificate of Amendment to Certificate of Incorporation filed
August 4, 1989 [incorporated by reference to exhibit 3.2A to Registration
Statement No.2-30374 on Form S-2]
3.4 Certificate of Amendment to Certificate of Incorporation filed
January 30, 1992 [incorporated by reference to exhibit 3.4 to the Registrant's
1991 Form 10-K]
3.5 By-laws of the Registrant [incorporated by reference to exhibit
3.34 to Form S-1]
4.1 Form of Common Stock Purchase Warrant issued to subscribers in 1991
Private Placement [incorporated by reference to Exhibit 4.4 to the Registrant's
1991 10-K]
4.2 Form of Common Stock Purchase Warrant issued to Helm Resources, Inc.
concurrently with the debt-preferred equity exchange [incorporated by reference
to Exhibit 4.5 to the Registrant's 1991 10-K]
(B) Reports on Form 8-K: None.
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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 in the Town of Greenwich,
State of Connecticut, on the 25th day of March, 1998.
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC.
BY:/s/ Joseph J. Farley
---------------------------
JOSEPH J. FARLEY, President
BY:/s/ Scott Altman
---------------------------
SCOTT ALTMAN, Treasurer,
Chief Accountant and
Principal Financial Officer
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.
/s/Herbert M. Pearlman Chairman of the March 25, 1998
- ------------------------
Herbert M. Pearlman Board of Directors
/s/ Joseph J. Farley President, Director March 25, 1998
- ------------------------
Joseph J. Farley
/s/ David S. Lawi Secretary, Director March 25, 1998
- ------------------------
David S. Lawi
/s/ William Lerner Director March 25, 1998
- ------------------------
William Lerner
/s/ Daniel T. Murphy Director March 25, 1998
- ------------------------
Daniel T. Murphy
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TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC., AND SUBSIDIARY
STATEMENT IN LIEU OF ACCOUNTANT'S REPORT
The Company qualifies as an inactive registrant under the provisions of
Paragraph 210.3-11 of Securities and Exchange Commission Regulation S-X which
provides that the financial statements required for reports pursuant to the
Securities Exchange Act of 1934 may be unaudited.
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TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
ASSETS
<TABLE>
<S> <C>
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 $ --
----------
</TABLE>
See accompanying notes to consolidated financial statements
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TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1997 1996
---- ----
<S> <C> <C>
REVENUES $ -- $ --
EXPENSES:
General and Administrative 5,050 16,600
Interest Expense (Affiliates) 2,750 11,000
---------- ----------
Total Expenses 7,800 27,600
---------- ----------
NET LOSS $ (7,800) $ (27,600)
---------- ----------
LOSS PER SHARE $ -- $ --
---------- ----------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING
24,508,000 21,715,000
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements
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TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC., AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
Year Ended December 31, 1997
<TABLE>
<CAPTION>
PAID-IN
PREFERRED STOCK COMMON STOCK CAPITAL DEFICIT TOTAL
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C>
January 1, 1997 1,000,000 $ 10,000 21,647,000 $ 216,470 $ 6,005,480 $(7,353,043) $(1,121,093)
Conversion of
preferred stock (1,000,000) (10,000) 5,000,000 50,000 (40,000) -- --
Shares issued in
connection with
extinguishment of
indebtedness,
including reversal of
liabilities of
$233,326
indemnified by Helm -- -- 3,582,268 35,823 1,093,070 -- 1,128,893
NET LOSS -- -- -- -- -- (7,800) (7,800)
--------- ----------- ---------- ---------- ----------- ----------- -----------
December 31, 1997 -- -- 30,229,268 $ 302,293 $ 7,058,550 $(7,360,843) $ --
========= =========== ========== ========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
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TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (7,800) $(27,600)
Adjustments to reconcile net loss
to net cash used in operating activities:
Interest Expense, noncash -- 11,000
Increase (Decrease) in:
Accounts payable and accrued expenses 2,800 7,600
Due to Helm 5,000 9,000
-------- --------
7,800 27,600
-------- --------
Net cash used in operating activities -- --
CASH, BEGINNING OF YEAR $ -- $ --
-------- --------
CASH, END OF YEAR $ -- $ --
======== ========
NONCASH TRANSACTIONS:
The Company issued 3,582,268 shares of common stock in August 1997 in
connection with the extinguishment of indebtedness.
</TABLE>
See accompanying notes to consolidated financial statements
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TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC., AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Teletrak Advanced Technology Systems, Inc., was incorporated in Delaware on
January 5, 1983. Its principal business activity was the sale of a proprietary
software system that utilized optical disk technology. This business was
discontinued in October 1993 upon the Company's licensing of the rights to this
software to an unrelated third party.
The consolidated financial statements include the accounts of Teletrak Advanced
Technology Systems, Inc., and its subsidiary (the "Company"). All significant
intercompany accounts and transactions have been eliminated in consolidation.
The Company is a subsidiary of Helm Capital Group, Inc., ("Helm"), a
publicly-held company whose shares are listed on the American Stock Exchange.
Helm owns 61.2% of the Company's outstanding common stock. The Company has been
inactive for several years.
In September 1997, the Company signed a letter of intent 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. The transaction is subject to the negotiation and execution of a
definitive agreement of merger. No assurance can be given that the merger will
be completed. If the merger is not completed, management will continue in its
efforts to locate a suitable merger or combination candidate for the Company.
NOTE 2 - RELATED PARTY TRANSACTIONS
Helm is the owner of 61.2% of the Company's outstanding common stock.
Historically, the Company financed its operations and operating deficits with
advances from Helm. Since 1996, Helm has made no advances to the Company,
although financial and accounting services are provided by Helm to the Company.
During 1997 and 1996, no transactions were entered into between Helm and the
Company, or the current directors and offers, on the one hand, and the Company,
on the other hand, involving in excess of $60,000 except that in August 1997 the
Company issued 3,582,268 shares of common stock to Helm in extinguishment of
$895,567 of indebtedness owing to Helm, and 5,000,000 shares of common stock to
Helm upon conversion of 1,000,000 shares of outstanding preferred stock at $.20
per share. Helm also agreed to indemnify the Company for any existing
liabilities.
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TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC., AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 3 - STOCKHOLDERS' DEFICIENCY
(a) Common Stock
In 1996, one of the company's officers forfeited 60,000 shares of
common stock and warrants to purchase 30,000 shares of common stock as
consideration for the cancellation of $10,000 principal amount of the notes and
another officer forfeited 30,000 shares of common stock and warrants to purchase
15,000 shares of common stock as consideration for cancellation of $5,000
principal amount of notes.
In August 1997, the Company issued 3,582,268 shares of common stock to
Helm in extinguishment of $895,567 of indebtedness owing to Helm, and 5,000,000
shares of common stock to Helm at $.20 per share upon conversion of 1,000,000
shares of preferred stock.
(b) Preferred Stock
The Company has authorized 20,000,000 shares of Preferred Stock and at
December 31, 1997, no shares of preferred stock were outstanding. The Board of
Directors has the power to issue the Preferred Stock in series and to specify
the relative rights and designation of each series.
In August 1997 Helm converted 1,000,000 shares of the Company's only
outstanding series of preferred stock at $.20 per share into 5,000,000 shares of
common stock.
(c) Warrants
At December 31, 1997, warrants to purchase common stock are outstanding
as follows:
<TABLE>
<CAPTION>
Issued Expire Shares Price per Share
- ------ ------ ------ ---------------
<S> <C> <C> <C>
August 1988 July 1998 1,000,000(1) $.20
June 1991 December 1999 2,500,000(2) .20
September 1991 December 1999 180,000(1) .20
---------
3,680,000
=========
</TABLE>
(1) Held by management.
(2) Held by Helm Capital Group, Inc.
Page 18
<PAGE> 19
TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC., AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(d) Reserved Shares
Shares reserved for future issuances as of December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
AMOUNT
------
<S> <C>
Warrants to purchase common stock 3,680,000
=========
</TABLE>
NOTE 4 - INCOME TAXES
At December 31, 1997, the Company has approximately $7,200,000 of net loss
carry-forwards for income tax purposes, which expire in years from 1998 through
2009. These losses may be subject to certain limitations. The deferred tax
benefits resulting from these carry-forwards approximate $2,880,000 and a
valuation reserve of that amount has been established since the realization of
such benefit can not be predicted.
Page 19
