SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (Fee required) for the fiscal year ended December 31, 1995.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from _______
to _______.
Commission file number: 0-13409
Eurotronics Holdings Incorporated
(Name of Small Business Issuer in Its Charter)
Utah 87-0550824
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
(Address of Principal Executive Offices)
(801) 575-8073
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(g) of the Exchange Act: Common Stock
$0.0001 Par Value
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 XX
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [ ]
The issuer's total revenues for the year ended December 31, 1995, were
$-0-.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock, as of
June 21, 1996, was $170,496.56.
The number of shares outstanding of the issuer's common stock, par value
$0.0001, as of June 21, 1996 was 4,420,336
Transitional Small Business Format
Yes No XX
Documents Incorporated by Reference: NONE
<PAGE>
TABLE OF CONTENTS
PART I
ITEM 1. DESCRIPTION OF BUSINESS...............................................4
ITEM 2. DESCRIPTION OF PROPERTY...............................................5
ITEM 3. LEGAL PROCEEDINGS.....................................................5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................6
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..............7
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............6
ITEM 7. FINANCIAL STATEMENTS..................................................8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.................................................19
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT....................19
ITEM 10. EXECUTIVE COMPENSATION..........................................20
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......20
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................21
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K....................................22
SIGNATURES....................................................................23
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business Development
As used herein the term "Company" refers to Eurotronics Holdings
Incorporated, a Utah corporation, and its predecessors unless the context
indicates otherwise. Originally incorporated in Utah on July 7, 1982 as Hamilton
Exploration Co., Inc., the Company adopted its present name in December 1995.
The Company maintains corporate offices in Salt Lake City, Utah. Current
management of the Company obtained control in the fourth quarter of 1995 through
an Agreement and Plan of Exchange with Eurotronics International Incorporated, a
Nevada corporation ("EII").
The Company was incorporated to engage in the investigation, acquisition,
exploration, development and mining of mineral properties, with particular
emphasis on gold and other precious metals. Such activities were pursued upon
incorporation throughout December 1989, at which time the Company ceased active
operations. Between 1989 and April 1995, the Company did not engage in
operations of any type.
In April 1995, G. Harvey Hamilton, the president and sole director of the
Company until April 20, 1995, was approached by A-Z Professional Consultants,
Inc. a Utah corporation ("A-Z"), which provides business and financial
consulting services to various companies. A-Z had been notified by Park Street
Investments, Inc., a Utah corporation ("Park Street"), that the Company was a
dormant public corporation which would be an attractive merger candidate for
healthy private organizations. Park Street's president and sole shareholder, Ken
W. Kurtz, replaced Mr. Hamilton as the president of the Company on April 20,
1995. Also on April 20, 1995, the Company, represented by G. Harvey Hamilton,
and A-Z reached an agreement whereby A-Z would market the Company as a public
shell corporation available for merger, acquisition or takeover. In
consideration for the assistance of Park Street and A-Z, the Company
respectively issued 10,000,000 and 105,000,000 pre-reverse, restricted shares of
its common stock, par value $0.0001 per share ("Common Stock") to Park Street
and to A-Z (for more information on the reverse stock split, see below and Item
5).
On May 22, 1995, the Company's board of directors and the owners of a
majority of the then issued and outstanding Common Stock approved a 1:1500
reverse stock split of the Common Stock (the "Reverse Stock Split"). (For more
information on the Company's management, see Item 9 - Directors, Executive
Officers, Promoters and Control Persons). Prior to the Reverse Stock Split,
there were 195,928,572 shares of Common Stock issued and outstanding, whereas
after the Reverse Stock Split 131,079 shares were outstanding. The Company
issued one full share to all persons holding fractional shares as a result of
the Reverse Stock Split.
On December 20, 1995, the Company's board of directors and the owners of a
majority of the then issued and outstanding Common Stock approved an Agreement
and Plan of Exchange (the "Agreement"). The Agreement, dated December 20, 1995,
between the Company, EII, and EII's shareholders. The Agreement stipulated that
the Company issue and exchange shares of its Common Stock for all of the issued
and outstanding shares of the common stock of EII. The Agreement was amended by
the Company and EII on March 30, 1996, in order to correct inconsistencies in
the Agreement and to reflect the correct amount of shares of EII's common stock
authorized, issued and outstanding as of December 20, 1995.
Pursuant to the Agreement, the Company received 100% of all of the issued
and outstanding shares of EII common stock, par value $0.001. In exchange, the
Company issued an amount of its restricted Common Stock, equal to the amount of
shares of EII stock exchanged, to the EII shareholders. The Company indirectly
acquired all of the assets of EII through this tax-free exchange. The
shareholders of EII agreed to exchange their shares for an equal amount of
shares of the Company's Common Stock. The EII shareholders and number of shares
owned were as follows: ADS Group Ltd. (a corporation organized under the laws of
the Isle of Man and controlled by Aster De Schrijver), 6,000,000; Jane Zheng,
1,000,000; ATJ Incorporated (a Delaware corporation of which James Tilton is the
sole officer and director), 250,000; ZJ Incorporated (a Delaware corporation of
which Jane Zheng is the sole officer and director), 250,000; and Aster De
Schrijver, 200,000.
<PAGE>
Prior to this exchange, the Company's board of directors consisted of Ken
Kurtz, Richard Surber and G. Harvey Hamilton. The board appointed Aster De
Schrijver, James Tilton and Jane Zheng as additional directors upon consummation
of the exchange. The members of the initial board, Ken Kurtz, Richard Surber and
G.. Harvey Hamilton, then resigned from all positions with the Company.
The Agreement provided that EII become a wholly-owned subsidiary of the
Company. The only asset of EII consisted of a subsidiary, Eurotronics
Information Technology NV. Eurotronics Information Technology NV is a computer
information company that specializes in computer software systems in Belgium.
The Company intended that Eurotronics Information Technology NV continue its
business as it had been operating, merge with other businesses and add
additional products to its existing offering.
On May 8, 1996, the Company, EII and EII's shareholders executed a
Rescission of the Agreement and a Release of All Claims (the "Rescission"). The
Rescission was made effective as of the date of the Agreement, December 20,
1995. Under the terms of the Rescission, the Company returned all shares of EII
common stock to EII and the EII shareholders, the EII shareholders returned all
shares of the Company's Common Stock which were issued to them pursuant to the
original Agreement. The shares of the Company's Common Stock have had stop
transfer orders imposed and all parties have agreed not to be bound by the terms
of the Agreement. Further, all parties agreed to hold one another harmless,
release any and all claims against one another stemming from the Agreement and
to indemnify one another with respect to any obligations arising pursuant to or
from the Agreement.
On May 31, 1996, Aster De Schrijver and Jane Zheng resigned from the
positions they held with the Company. Neither Mr. De Schrijver's nor Ms. Zheng's
resignations reflected any disagreements with the operations, policies or
practices of the Company and were strictly for personal reasons.
The decision to rescind the Agreement was reached because EII had not been
able to obtain the necessary audited financial statements related to Eurotronics
Information Technology NV and neither the Company nor EII had the financial
resources to continue to wait for audited financial statements from this entity.
The net result of the Rescission is that the Company has now returned to
the status it held before December 20, 1995, that of a development stage company
whose identified business plan is to merge with or acquire a heretofore
unidentified entity. The Company relies on Canton Financial Services Corporation
a Nevada corporation ("CFSC"), for assistance in locating a suitable merger and
acquisition candidate. CFSC also provides the Company with support services such
as accounting, preparation of regulatory filings and general consulting
services. (For more information on the Company's relationship with CFSC see Item
6, Managements Discussion and Analysis or Plan of Operation).
The Company does not produce any goods or provide any services. The Company
does not have any employees, full or part-time, aside from its officers and
directors. (For more information on the Company's management, see Item 9 -
Directors, Executive Officers, Promoters and Control Persons).
ITEM 2. DESCRIPTION OF PROPERTY
The Company does not own, directly, indirectly or partially, any interest
in any warehouses, offices, real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS
To the best of management's knowledge, the Company is not a party to any
pending legal proceeding.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At a December 20, 1995 special meeting of shareholders, the owners of a
majority of the Company's Common Stock ratified and approved: all business
transacted by the management of the Company since the last meeting of
shareholders; a change of the Company's name from Hamilton Exploration Co., Inc.
to Eurotronics Holdings Incorporated; and a Stock Exchange Agreement with EII,
and the shareholders of EII. These matters were all unanimously approved with
940,167 votes for, no votes against or withheld and no abstentions or broker
non-votes. The name change was officially effected through filing a Certificate
of Amendment to the Company's Articles of Incorporation with the State of Utah
on December 21, 1995.
Additionally, the shareholders ratified the election of Aster De Schrijver
as director and chairman of the board and James Tilton and Jane Zheng as
directors. The votes cast for each director were:
Nominee For Against Withheld
Aster De Schrijver 940,167 -0- -0-
James Tilton 940,167 -0- -0-
Jane Zheng 940,167 -0- -0-
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock began trading on the OTC Bulletin Board on
November 15, 1995 under the symbol "HMLD." In December of 1995, the symbol
changed to EUHI to reflect the change in the Company's name.
The table set forth below lists the range of high and low bids of the
Company's Common Stock as reported by NASDAQ for each quarter subsequent to the
time trading commenced on November 15, 1995 through the end of the second
quarter of 1996. The prices in the table reflect inter-dealer prices, without
retail markup, markdown or commission and may not represent actual transactions.
Calendar Year Quarter High Low
1995 Fourth (partial period) .4375 .25
1996 First .75 .25
Second .75 .13
As of June 21, 1996, there were approximately 571 holders of record of the
Company's Common Stock. The Company has not declared any cash dividends for the
last two fiscal years. The Company does not anticipate declaring any cash
dividends in the near future.
Reverse Stock Split
On May 22, 1995, the Company's board of directors and owners of a majority
of the Common Stock approved a 1:1500 reverse stock split of the Common Stock,
effective May 22, 1995. Prior to the Reverse Stock Split, there were 195,928,572
shares of Common Stock issued and outstanding, whereas after the Reverse Stock
Split 131,079 shares were outstanding. The Company issued one full share to any
person holding fractional shares as a result of the Reverse Stock Split. The
number of shares authorized for issuance remained at 200 million. For more
information on the Company's board of directors and controlling shareholders,
see Item 9 - Directors, Executive Officers, Promoters and Control Persons.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has not had revenues from operations in either of the last two
fiscal years.
Plan of Operations
The Company is currently a development stage company whose identified
business plan is to merge with or acquire a heretofore unidentified entity. The
Company does not produce any goods or provide any services. The Company has no
employees, full or part-time, aside from its officers and directors. If the
Company does participate in a merger or other business combination, it is
possible that it will recruit employees in addition to its directors and
officers. For more information on the Company's management, see Item 9 -
Directors, Executive Officers, Promoters and Control Persons. Although the
Company's plan is to locate an entity with which to combine, there can be no
assurances that it will be able to do so, or if a combination is achieved, that
it will be profitable, worthwhile or sustainable.
<PAGE>
The Company's plan of operations for 1996 centers around its quest for a
suitable merger or acquisition target. On April 1, 1996, the Company entered
into a Consulting Agreement with Canton Financial Services Corporation, a Nevada
corporation ("CFSC"). Under the terms of the Consulting Agreement, CFSC agreed
to provide the Company with certain business consulting services including
assistance in the search for a suitable merger or acquisition target as well as
assisting in the raising of capital through preparation of documents for
registered or exempt offerings of stock, assisting in preparation of agreements,
documents, regulatory filings and accounting services.
The Consulting Agreement, which has a one-year term, provides for CFSC to
be paid a monthly consulting which is the greater of: (a) $20,000 or (b) the
actual fee of services provided by CFSC staff, which fee is calculated by
multiplying the number of hours worked by CFSC's staff by the stipulated hourly
rate for each CFSC employee. The Consulting Agreement gives the Company the
option of paying the monthly fees in the form of restricted Common Stock or
cash. All shares that the Company issues to CFSC are restricted stock and are
valued at one half (1/2) of the average bid price on the last day of the month
in which services are rendered. CFSC will also receive a finder's fee equal to
9.9% of the market value of the assets received by the Company in connection
with any merger or acquisition transaction. Richard Surber, the former vice
president and a director of the Company is also the president and a director of
CFSC. Ken Kurtz, formerly the Company's president, treasurer and a director, is
also an employee of CFSC. (For more information on the Company's current
management, see Item 9 Directors, Executive Officers, Promoters and Control
Persons).
The Company continues to rely substantially upon CFSC for its ongoing
capital requirements as detailed in the preceding paragraph. The Company expects
this relationship to continue with CFSC providing the Company with the support
required maintain its current status until a merger or acquisition target can be
located, although no such assurances can be given.
Due to the Company's limited cash position, it is likely the Company will
have to tender shares of its Common Stock as consideration for any acquisition
or merger. Such an exchange of the Company's Common Stock would substantially
dilute the existing ownership position of current shareholders.
ITEM 7. FINANCIAL STATEMENTS
Please see pages F-1 through F-10
[THIS SPACE LEFT INTENTIONALLY BLANK]
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PAGE
Independent Auditors Report..................................................F-2
Balance Sheet December 31, 1995..............................................F-3
Statement of Operation.......................................................F-4
Statements of Cash Flows.....................................................F-5
Statement of Changes in Shareholders Equity..................................F-6
Notes to Financial Statements................................................F-7
F-1
<PAGE>
Andersen, Andersen & Strong, L.C.
Certified Public Accountants and Business Consultants
Member SEC Practice Section of the AICPA
941 East 3300 South, Suite 202
Salt Lake City, Utah 84106
Telephone 801-486-0096
Fax 801-486-0098
E-mail K Andersen @msn.com
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors
of Eurotronics Holdings, Inc. (formerly
Hamilton Exploration Co., Inc.)
Salt Lake City, Utah
We have audited the balance sheet of Eurotronics Holdings, Inc. (a development
stage company) as of December 31, 1995 and 1994 and the related statements of
operations, changes in stockholders' equity, and cash flows from the date of
inception (January 7, 1982) through December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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.
We believe that our audits provide a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hamilton Exploration Co., Inc.
as of December 31, 1995 and 1994 and the results of its operations, its changes
in stockholders' equity and its cash flows from the date of inception (January
7, 1982) through December 31, 1995, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, since its inception (January 7, 1982), the Company has
been in the development stage and has suffered recurring losses from operations.
The long term continuation of the Company as a going concern is dependent upon
the Company's ability to obtain additional capital. The financial statements do
not include any adjustments that might result if the Company is unable to obtain
additional capital.
/s/ Andersen, Andersen & Strong
July 1, 1996
A member of ACF International with affiliated offices worldwide.
F-2
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
BALANCE SHEETS
December 31, 1995 and 1994
1995 1994
<S> <C> <C>
ASSETS
Cash .................................................................. $ 6,056 --
--------- ---------
Total current assets ................................................. 6,056 --
OTHER ASSETS
Investments - securities (Note 6) ..................................... 169,812 --
--------- ---------
$ 175,868 --
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses ...................................................... $ 52,089 $ 4,410
--------- ---------
Total Current Liabilities ........................................... 52,089 4,410
--------- ---------
STOCKHOLDERS' EQUITY (Note 1):
Common stock, $.0001 par value;
Authorized, 200,000,000 shares;
Issued, 4,420,336 shares at
at December 31, 1995 and 80,928,572 .................................. 442 8,093
at December 31, 1994
Additional paid-in capital ............................................ 884,734 430,380
Deficit accumulated during
development stage ................................................... (761,397) (442,883)
--------- ---------
123,779 ( 4,410)
--------- ---------
$ 175,868 --
========= =========
The accompanying notes are an integral part of these financial statements.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF OPERATIONS
Years Ended December 31, 1995, 1994 and 1993
Period From Date Of Inception (January 7, 1982) To December 31, 1995
Inception
Through
Dec. 31
1995 1994 1993 1995
<S> <C> <C> <C> <C>
Revenue:
Debt settlement ................ $ 2,610 -- -- $ 2,610
Interest income ................ -- -- -- 61,208
--------- ------ ------ ---------
2,610 -- -- 63,818
--------- ------ ------ ---------
Expenses:
Investigation, evaluation and
exploration of prospective
mineral properties ............ -- -- -- 424,416
General and administrative ..... 321,124 -- -- 399,616
Amortization and depreciation .. -- -- -- 1,000
--------- ------ ------ ---------
321,124 -- -- 825,032
--------- ------ ------ ---------
Income (Loss) before income taxes (318,514) -- -- (761,214)
Income taxes (Note 4) .......... -- -- -- 183
--------- ------ ------ ---------
NET INCOME (LOSS) ................ $(318,514) -- -- $(761,397)
========= ====== ====== =========
NET INCOME (LOSS) PER COMMON SHARE $( .6897) -- -- $( 9.7677)
========= ====== ====== =========
Weighted average number of shares
outstanding ..................... 461,825 54,412 54,412 77,951
========= ====== ====== =========
The accompanying notes are an integral part of these financial statements.
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1995, 1994 and 1993
Period From Date Of Inception (January 7, 1982) Through December 31, 1995
Additional
Common Stock Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
1995 1994 1993 1995
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) ................................................ $(318,514) -- -- $(761,397)
---------- --------- --------- ----------
Adjustments to reconcile net (loss) to net cash
used by operating activities:
Increase (decrease) in accrued liabilities ............. 47,679 -- -- 52,089
Services paid with common stock ........................ 145,992 -- -- 145,992
Common stock issued for debt ........................... 22,650 -- -- 22,650
---------- --------- --------- ----------
Total adjustments ...................................... 216,321 -- -- 220,731
---------- --------- --------- ----------
Net cash (used) by operating activities ................... (102,193) -- -- (540,666)
---------- --------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions by incorporators .................... -- -- -- 55,000
Proceeds from public stock offering ....................... -- -- -- 383,473
Issuance of common stock for cash ......................... 108,249 -- -- 108,249
---------- --------- --------- ----------
Net cash provided by financing activities ................. 108,249 -- -- 546,722
---------- --------- --------- ----------
Net increase in cash ........................................ 6,056 -- -- 6,056
Cash, beginning ............................................. -- -- -- --
---------- --------- --------- ---------
Cash, ending ................................................ $ 6,056 -- -- $ 6,056
========== ========= ========= =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of common stock for services ..................... $ 145,992 -- -- $145,992
========== ========= ========= =========
Issuance of common stock for debt ......................... $ 22,650 -- -- $ 22,650
========== ========= ========= =========
Issuance of common stock for investments .................. $ 169,812 -- -- $169,812
========== ========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY Period From Date of
Inception (January 7, 1982) Through December 31, 1995
Additional
Common Stock Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Issuance of common stock to incorporators
for cash - 1992 .................................... 15,000,000 $ 1,500 $ 28,500 --
Change in number of shares issued to
incorporators and price per share - 1983 ........... 2,142,857 214 ( 214) --
Issuance of common stock for cash - 1983 ............ 14,285,715 1,429 23,571 --
Public stock offering for cash, net of $111,627
in underwriting expenses - 1984 .................... 49,500,000 4,950 378,423 --
Sale of warrants .................................... -- -- 100 --
Net loss for the period from date of inception
(January 7, 1982) through December 31, 1992 ........ -- -- -- ( 442,883)
---------- --------- --------- ----------
Balance December 31, 1992 ........................... 80,928,572 8,093 430,380 ( 442,883)
---------- --------- --------- ----------
Results of operations year ended December 31, 1993 .. -- -- -- --
---------- --------- --------- ----------
Balance December 31, 1993 ........................... 80,928,572 8,093 430,380 ( 442,883)
---------- --------- --------- ----------
Results of operations year ended December 31, 1994 .. -- -- -- --
---------- --------- --------- ----------
Balance December 31, 1994 ........................... 80,928,572 8,093 430,380 ( 442,883)
---------- --------- --------- ----------
Reverse stock split, 80,928,572 to 54,412 - May, 1995 (80,874,160) ( 8,088) 8,088 --
Issuance of shares for no determinable
consideration - May, 1995 .......................... 76,667 8 ( 8) --
Issuance of shares for cash - July, 1995 ............ 172,500 17 17,233 --
Issuance of shares for services - July, 1995 ........ 10,000 1 999 --
Issuance of shares for debt - July, 1995 ............ 226,500 23 22,627 --
Isuance of shares for cash - November, 1995 ......... 510,000 51 50,949 --
Issuance of shares for cash - December, 1995 ........ 222,222 22 39,978 --
Issuance of shares for services - December, 1995 .... 1,337,921 134 133,658 --
Issuance of shares for assets - December, 1995 ...... 1,698,114 170 169,641 --
Results of operations year ended December 31, 1995 .. -- -- -- ( 318,514)
--------- --------- --------- ----------
Balance December 31, 1995 ........................... 4,420,336 $ 442 $884,734 $( 761,397)
========= ========= ========= ==========
The accompany notes are an integral part of these financial statements
F-6
</TABLE>
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
As of December 31, 1995 and 1994
1. BUSINESS ACTIVITY
The Company was incorporated as a Utah corporation on January 7, 1982 for
the primary purpose of investigating and evaluating prospective mineral
properties for possible acquisition. On January 27, 1982, the Company sold
15,000,000 shares of its $.001 par value common stock for investment purposes to
two corporations and four individuals at $.002 per share for a total of $30,000.
On July 27, 1983, the Company adjusted the number of shares issued to reflect a
purchase price of $.00175 per share instead of $.002 per share. On August 5,
1983, the Company sold an additional 14,285,714 shares at $.00175 to two
affiliated corporations and two individuals for $25,000. During 1984, the
Company sold 49,500,000 shares of its common stock to the public at $.01 per
share and received net proceeds of $383,373. On May 22, 1995 the Company adopted
a 1,500 to 1 reverse stock split. On May 23, 1995 the Company issued 76,667
shares of common stock for services of undetermined value. Also during 1995 an
additional 4,289,257 shares were issued: 904,722 for cash, 1,459,921 for
services, 226,500 for debt, and 1,698,114 for other assets.
On December 20, 1995 the Company approved an Agreement and Plan of Exchange
between the Company, Eurotronics International Incorporated (EII) and EII's
shareholders. The agreement stipulated that the Company issue and exchange
shares of its common stock for all of the issued and outstanding shares of the
common stock of EII. On May 8, 1996, the Company, EII and EII,s shareholders
executed a rescission of the agreement. The rescission was made effective as of
the date of the original agreement, December 20, 1995. Pursuant to the
agreement, all shares of stock previously issued were returned, and all parties
agreed to hold one another harmless. Consistent with the effective date of the
recession, this transaction has been considered void from its inception and,
therefore, is not reflected in the financial statements.
The Company's unpatented mining claims and mineral leases which were
acquired in 1987 have been lost because the Company had insufficient capital to
pay the mineral lease requirements and to perform the required minimum
assessment work. Between 1987 and April, 1994, the Company's activity was
largely restricted to maintaining its corporate legal status. The Company's
current business plan is to merge with or acquire another business entity.
F-7
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
As of December 31, 1995 and 1994
2. GOING CONCERN
The Company is in the development stage and its continuation as a going
concern will ultimately depend upon obtaining additional capital. The Company
believes it can sustain its existence for the next twelve months.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Costs
Organization costs were capitalized and amortized over 60-month period on a
straight-line basis.
Exploration Expenses
Exploration expenditures are generally charged to expense as incurred until
a decision is made to develop a mineral reserve.
Income (Loss) Per Share
The computation of income (loss) per common share is based on the average
number of shares outstanding during the period. A reverse stock split in May,
1995 is considered to have occurred retroactively for all periods shown in
statements of operations.
4. INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes. The cumulative effect
of the change in accounting principle is immaterial. At December 31, 1995 the
Company had a net operating loss ("NOL") carryforward for United States income
tax purposes of approximately $760,000. The NOL carryforward expires in
increments beginning in 1999. The Company's ability to utilize its net NOL
carryforward is subject to the realization of taxable income in future years,
and under certain circumstances, the Tax Reform Act of 1986 restricts a
corporation's use of its NOL carryforward. Furthermore, due to the Company's
issuance of additional stock in 1995, the use of its NOL carryforward could be
substantially limited. The Company believes that there is at least a 50% chance
that the carryforward will expire unused, therefore, no tax benefit has been
reported in the financial statements.
F-8
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
As of December 31, 1995 and 1994
5. RELATED PARTY TRANSACTIONS
On June 29, 1995 the Company entered into a consulting agreement with
Canton Financial Services Corporation (CFS). At the time the consulting
agreement was executed, Richard Surber was the sole officer and sole director of
CFSC and also a director and vice president of the Company. On April 1, 1996 the
Company executed a new consulting agreement with CFSC which replaced the
previous one. Mr. Surber is no longer associated with the Company as an officer
or director.
In December of 1995, the Company executed several stock exchange and stock
purchase agreements with companies which are under common control. All shares of
stock issued pursuant to these agreements are restricted as regulated by Rule
144 under the Securities Act. The stock exchange and purchase agreements were
executed between the Company and: BRIA Communications, OMAP Holdings
Incorporated, and Tianrong Building Material Holdings, Ltd. At the time of the
of the exchanges, the Company's president was also an officer and director of
each of the other three corporations.
6. INVESTMENTS
Investment securities consist of the following at December 31, 1995:
Company Amount
------------------- -----------
OMAP $ 56,604
Tianrong 56,604
BRIA Communications 56,604
--------
$169,812
========
F-9
<PAGE>
Investments in equity securities that have readily determinable fair values
are stated at their market value in accordance with Financial Accounting
Standards ("FAS") No. 115. None of the above securities meets the specified
requirements of FAS No. 115 because they are restricted under Rule 144 of the
Securities Act. Valuation of other equity security investments are based on
acquisition costs. Markdowns are made to reflect significant impairment in
values.
7. SUBSEQUENT EVENTS
Refer to Note 1. for a discussion of the rescinded transaction with
Eurotronics International Incorporated and its shareholders.
F-10
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors, Executive Officers Promoters and Control Persons
The current officers and directors of the Company are set forth in the
following table.
Name Age Position(s) and Office(s)
James Tilton 35 CEO, President, Treasurer and Director
James Tilton is currently the Company's sole director and officer. Mr.
Tilton was appointed the Company's president, chief executive officer, treasurer
and one of its directors on December 20, 1995. Mr. Tilton has extensive business
and marketing experience in the Far East and has worked with his wife, Jane
Zheng, in partnership with the Metallic Building Company ("MBC"), a subsidiary
of NCI Building Systems (a NASDAQ listed company), to market its pre-engineered
building materials and chemicals in the People's Republic of China ("China")
since 1991. For the last five years and again with Jane Zheng, he has assisted
Star Brite, a division of Oceans Bio-Tech, in establishing a sales distribution
system in PRC for its chemical products. Mr. Tilton is also a director of the
following publicly traded companies: OMAP Holdings Incorporated, a Nevada
corporation, BRIA Communications Corporation, a New Jersey corporation, and
Tianrong Building Material Holdings Ltd., a Utah corporation.
Compliance with Section 16(a) of the Exchange Act
Subsequent to the close of the fiscal year ended December 31, 1995, the
following three entities filed reports as required by Section 16(a) of the
Securities Exchange Act of 1934 (the "Exchange Act"), but not on a timely basis.
Park Street Investments, Inc. a Utah Corporation ("Park Street"), was
issued 10,000,000 pre-Reverse Stock Split shares of the Common Stock on May 20,
1995. After the May 22, 1995, Reverse Stock Split, this share holding amounted
to 6,667 shares. For more information on the Reverse Stock Split, see Item 5.
The president, sole director and sole shareholder of Park Street is Ken Kurtz, a
former director and formerly the president of the Company which obligated Mr.
Kurtz to file Form 3 of the Exchange Act ("Form 3"). Mr. Kurtz filed Form 3 as
required by the Exchange Act on July 7, 1995, which was not within 10 days after
its acquisition of stock, and therefore not in a timely manner. Additionally,
Mr. Kurtz personally received 50,000 shares of the Common Stock on December 20,
1995. Because of his former status as a director and officer of the Company, Mr.
Kurtz was obligated to file Form 4 of the Exchange Act ("Form 4"). Mr. Kurtz
filed a Form 4 on January 24, 1996, which was not within the time frame allowed
for such filing, and therefore not in a timely manner.
A-Z Professional Consultants, Inc., a Utah corporation ("A-Z"), was
issued 105,000,000 pre-Reverse Stock Split shares of the Company's common stock
on May 20, 1995, and thus became a beneficial owner of more than 10% percent of
the Common Stock, which obligated A-Z to file Form 3. After the May 22, 1995,
Reverse Stock Split, this share holding amounted to 70,000 shares. (For more
information on the Reverse Stock Split, see Item 5). The president and sole
director of A-Z is Richard Surber, formerly a director and the vice-president of
the Company, which also obligated Mr. Surber to file Form 3. A-Z and Mr. Surber
filed separate Forms 3 as required by the Exchange Act on July 7, 1995, which
was not within 10 days after acquisition of the securities, and therefore not in
a timely manner. Additionally, A-Z received 754,129 shares of Common stock on
December 20, 1995, thus obligating A-Z to file a Form 4. A-Z filed a Form 4 on
January 24, 1996 which was not within the time frame allowed, and therefore not
in a timely manner.
Richard Surber received 333,000 shares of Common Stock on December 20,
1995, because of his previous positions as an officer and director of the
Company was obligated to file a Form 4. Mr. Surber filed this Form 4 on July 3,
1996 which was not in the 10 day time frame for filing of such Form and
therefore not in a timely manner.
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
No compensation has ever been awarded to, earned by, or paid to any
executive officer or director of the Company. In addition, no stock options or
stock appreciation rights ("SARs") regarding the Company's common stock have
ever been granted to or exercised by any employee of the Company. The expenses
incurred by the Company's employees during the normal course of the Company's
business were reimbursed until the end of the fiscal year ending December 31,
1987.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information concerning the stock
ownership as of June 24, 1996, with respect to (i) each person who is known to
the Company to be a beneficial owner of more than 5 percent of the Company's
common stock; (ii) all directors; (iii) each of the executive officers; and (iv)
all directors and executive officers as a group:
<TABLE>
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership* of class+
- - -------------- ------------------- --------------------- --------
<S> <C> <C> <C>
Common Stock ($0.0001 A-Z Professional Consultants, Inc 824,129 18.64%
par value) 268 West 400 South, Suite 300
Salt Lake City, UT 84101
Common Stock ($0.0001 BRIA Communications Corporation 566,038 12.81%
par value) 82-66 Austin Street
Kew Gardens, NY 11415
Common Stock ($0.0001 OMAP Holdings Incorporated 677,149 15.32%
par value) 82-66 Austin Street
Kew Gardens, NY 11415
Common Stock ($0.0001 Tianrong Building Material Holdings Ltd. 677,149 15.32%
par value) 82-66 Austin Street
Kew Gardens, NY 11415
Common Stock ($0.0001 Ken W. Kurtz 252,359 5.71%(1)
par value) 1345 S. Park Street
Salt Lake City, UT 84111
Common Stock ($0.0001 Park Street Investments, Inc. 90,459 2.0%
par value) 1345 S. Park Street
Salt Lake City, UT 84111
</TABLE>
Directors and Executive Officers
<TABLE>
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership* of class
- - -------------- ------------------- --------------------- --------
<S> <C> <C> <C>
Common Stock ($0.0001 par James Tilton -0- -0-
value) 82-66 Austin Street
Kew Gardens, NY 11415
Common Stock ($0.0001 par All Directors and Executive Officers as a -0- -0-
value) Group (1 Person)
</TABLE>
* All quantities of stock reflect the Reverse Stock Split. For more
information on the Reverse Stock Split, see Item 5.
(1) Includes 90,459 shares owned by Park Street Investments, Inc., of which
Mr. Kurtz is the sole officer, director and shareholder.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with A-Z Professional Consultants, Inc.
In April 1995, the Company's former president and sole director, G.
Harvey Hamilton, was approached by A-Z Professional Consultants, Inc. ("A-Z"), a
Utah corporation that provides business and financial consulting services to
various clients. A-Z, whose president and sole director is Richard Surber had
been notified by Park Street Investments, Inc. ("Park Street"), a Utah
corporation whose president and sole shareholder, Ken Kurtz, was also the
Company's former president, that the Company was a dormant public corporation
which would be an attractive merger candidate for healthy private organizations.
The Company, represented by G. Harvey Hamilton, and A-Z reached an agreement
whereby A-Z would market the Company as a public shell corporation available for
merger, acquisition or takeover. In consideration for the assistance of Park
Street and A-Z, the Company respectively issued 10,000,000 and 105,000,000
pre-reverse stock split restricted shares of its common stock, par value $0.0001
per share ("Common Stock") to Park Street and to A-Z. A-Z also agreed to assist
the Company in locating a potential merger or acquisition target to combine with
the Company. For more information on the Reverse Stock Split, see Item 5.
Transactions with Canton Financial Services Corporation.
On June 29, 1995 the Company entered into a Consulting Agreement with
Canton Financial Services Corporation ("CFSC"). At the time the Consulting
Agreement was executed, Richard Surber was the sole officer and sole director of
CFSC. Additionally, Richard Surber was a director and vice president of the
Company at the time of the execution of this Consulting Agreement. (For more
information on the terms of this Consulting Agreement see Item 6, Management's
Discussion and Analysis or Plan of Operation from the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1994). On April 1, 1996 the Company
executed a new Consulting Agreement with CFSC which superseded all of the terms
and conditions of the June 29, 1995 Consulting Agreement. Mr. Surber is no
longer associated with the Company as an officer or director. (For more
information on the current Consulting Agreement between the Company and CFSC see
Item 6, Management's Discussion and Analysis or Plan of Operation, for more
information on the current management see Item 9 - Directors, Executive
Officers, Promoters and Control Persons).
Transactions with BRIA Communications Corporation, OMAP Holdings Incorporated
and Tianrong Building Material Holdings, Ltd.
In December of 1995 and the first two months of 1996, the Company
executed several stock exchange and stock purchase agreements with companies
which are under common control. All shares of stock issued pursuant to these
agreements have been restricted shares as regulated by Rule 144 under the
Securities Act of 1933, as amended. All such transactions have been in
accordance with generally accepted business practices relating to the sale of
restricted securities. To determine the number of restricted shares to be
exchanged and for this purpose only, all such shares were valued by both parties
at 50% of the average of the bid and ask price of the stock at the time of the
transaction.
The stock exchange and purchase agreements were executed between the
Company and: BRIA Communications of which Aster De Shcrijver, James Tilton and
Jane Zheng were directors and James Tilton and Jane Zheng were officers at the
time of the stock exchange and purchase agreements. Mr De Schrijver, Mr. Tilton
and Ms. Zheng are no longer associated with BRIA Communications Corporation;
OMAP Holdings Incorporated of which Mr. De Schrijver is chairman of the board of
directors and Mr. Tilton and Ms. Zheng are officers and directors; and Tianrong
Building Material Holdings. Ltd. of which Mr. De Schrijver is chairman of the
board of directors and Mr. Tilton and Ms. Zheng are officers and directors.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation
S-B are listed in the Index to Exhibits beginning on page 22 of this
Form 10-KSB, which is incorporated herein by reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter ended December 31, 1995. However, the Company filed a Report on
Form 8-K on April 23, 1996, reporting on Items 1, 2 and 5.
[THIS SPACE LEFT INTENTIONALLY BLANK]
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, this day of July 1996.
Eurotronics Holdings Incorporated
James Tilton, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature Title Date
President, Treasurer and Director July , 1996
James Tilton
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION OF EXHIBIT
3(i)(a) 25 Amendment to the Articles of Incorporation of the
Company.
3(i)(b) 27 Articles of Incorporation of the Company.
3(ii) * By-Laws of the Company. (Incorporated herein by
reference from Exhibit No. 3(ii) to the Company's
S-18 Registration Statement filed on November 30,
1983.)
MATERIAL CONTRACTS
10(i)(a) * Consulting Agreement dated July 12, 1995, but
effective April 20, 1995, between the Company and
Canton Financial Services Corporation. (Incorporated
herein by reference from Exhibit number 10(i) to the
Company's Annual Report on Form 10-KSB for the year
ended December 31, 1994.
10(i)(b) * Agreement and Plan of Exchange dated December 20,
1995 between the Company and Eurotronics
International Incorporated. (Incorporated herein by
reference from Exhibit 2(i)(a) to a Current Report
on Form 8-K filed by the Company on April 23, 1996).
10(i)(c) * Amended Agreement and Plan of Exchange, dated March
30, 1996 but effective December 20, 1995 between the
Company and Eurotronics International Incorporated.
(Incorporated herein by reference from Exhibit
2(i)(b) to a Current Report on Form 8-K filed by the
Company on April 23, 1996).
10(i)(d) 33 Rescission of Agreement and Plan of Exchange and
Release of All Claims effective December 20, 1995
between the Company, Eurotronics International
Incorporated, and the shareholders of Eurotronics
International Incorporated.
27 34 Financial Data Schedule
* These exhibits appear in the manually signed original copies of the respective
filings made by the Company with the Commission as indicated.
In this location on the original
document is an official stamp of
the State of Utah certifying that
this document was filed with the Department
of Commerce, Division of Corporations on
December 21, 1995.
CERTIFICATE OF
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
HAMILTON EXPLORATION COMPANY, INC.
A UTAH CORPORATION
Pursuant to the provisions set forth in the Revised Business
Corporations Act of the State of Utah, the undersigned corporation, Hamilton
Exploration Company, Inc., hereby adopts the following Articles of Amendment to
its Articles of Incorporation, as set forth in this Certificate:
FIRST: The name of the corporation is Hamilton Exploration Company,
Inc.
SECOND: The following amendments to the articles of incorporation were
duly adopted by the shareholders of the corporation:
ARTICLE I
The name of the corporation is changed to:
EUROTRONICS HOLDINGS INCORPORATED
ARTICLE IV
The aggregate number of shares which this corporation shall have
authority to issue is Two Hundred Million (200,000,000) shares of its capital
stock , which shall be designated as common voting stock, with a par value of
one-hundredth of one cent ($.0001) per share. Such shares and any other
designations, powers, rights, preferences, qualifications, restrictions, or
limitations thereon, may be issued by the corporation from time to time on such
terms and conditions and for such consideration as the board of directors may
approve.
THIRD: The foregoing amendments to the Articles of Incorporation were
duly adopted by the shareholders at a special meeting therefor held on the 20th
day of December, 1995, upon notice duly given to the shareholders, in the manner
prescribed by the above-reference corporate laws of the state of Utah.
Page Two
Certificate of Articles of Amendment
Hamilton Exploration Company, Inc.
FOURTH: The number of shares of the corporation issued and outstanding,
and the number of shares voting at such shareholder meeting in favor of the
foregoing amendments, was 940,167 and the number voting against was none. There
were 1,162,079 shares issued and outstanding as of this date.
<PAGE>
The undersigned officers of the corporation hereby certify that they
have executed the foregoing Certificate Amending the Articles of Incorporation,
this 20th day of December, 1995.
President: /s/Ken W. Kurtz
Secretary: /s/ G. Harvey Hamilton
State of Utah )
)ss.
County of Salt Lake )
On the 20th day of December 1995, personally appeared before me the above
signed persons, known to me to be the president and secretary, and the
above-named persons whose names are subscribed to the foregoing Certificate
Amending Articles of Incorporation for the said corporation, and acknowledged to
me under oath that they executed the same.
In this location on the original document
is a Notarial Seal from the State of Utah
/s/ Brandi Flinders
Notary Public
June 7, 1999
My commission expires
In this location on the original
copy of this document there is a
stamp from the State of Utah,
Secretary of States office
certifying that this document was filed
in their office on January 7, 1982.
ARTICLES OF INCORPORATION
OF
HAMILTON EXPLORATION CO., INC.
ARTICLE I
The name of the Corporation shall be: HAMILTON EXPLORATION CO., INC.
ARTICLE II
DURATION
The duration of the Corporation shall be perpetual unless sooner dissolved
according to law.
ARTICLE III The purpose or purposes for which the Corporation is
organized are as follows:
(a) To engage in the business of investigation, acquisition,
exploration, development and mining of mineral properties, with
particular emphasis on gold and other precious metals,
independently or in joint venture or combination; and all
activities and transactions incidental, necessary or appropriate
to its business as permitted by law.
(b) To borrow money for the purpose of the Corporation and to issue
bonds, notes and other evidences of indebtedness without giving
security or by securing the same by pledge of
<PAGE>
mortgage of the whole or any part of the property of the
Corporation.
(c) To issue stock for cash in payment for property or services
rendered, and to purchase, hold, sell and transfer shares of its
own capital stock, provided that it shall not use its funds or
property for the purchase of its own capital stock when the same
would cause any impairment of its capital, and provided, further,
that shares of its own capital stock belonging to it shall not be
voted directly or indirectly.
(d) To enter into, make and perform contracts of every kind and
description, with any person, firm, association or corporation,
municipality, body politic, country, territory, estate,
government or colony, or any dependency of any political unit.
(e) To conduct its business from one or more offices, and to conduct
all or any part thereof within and beyond the limits of the State
of Utah.
(f) To do all and everything necessary, suitable, convenient or
proper for the accomplishment of any of the purposes or the
attainment of any one or more of the subjects herein enumerated,
or incidental to the powers therein named, or which shall at the
time appear conducive or expedient for the protection or benefit
of the Corporation, either as holders of or interest in any
property, or otherwise; with all powers, now or hereafter
conferred by the laws under which this Corporation is organized.
(g) To establish one or more subsidiary corporations under the laws
of the State of Utah or any other state, and to qualify any such
subsidiary corporations in any state to accomplish any of ht
objects or purposes of the Corporation.
(h) The foregoing clauses shall be construed as independent objects,
purposes and powers, and each of the objects, purposes and powers
herein mentioned shall be in furtherance, but not in limitation,
of the others and shall, except where otherwise expressly set
forth, be in nowise limited or restricted by reference to or
inference from the terms of any clause.
ARTICLE IV
The authorized capital of the Corporation shall be Twenty Thousand Dollars
($20,000.00). The aggregate number of shares which the Corporation shall
have authority to issue is Two Hundred Million (200,000,000) shares of
common capital stock of a $.0001 par value; all stock to be of one class;
nonassessable and fully-paid when issued; each share entitled to one vote
at all special or annual meetings of shareholders; with no provision for
cumulative voting or pre-emptive rights. The Corporation will not commence
business until consideration of the value of at least One Thousand Dollars
($1,000.00) has been received for the issuance of shares. The Board of
Directors is authorized to establish, in conformity and compliance with the
applicable provisions of the Utah Business Corporation Act, preferred or
any special class of capital stock, in a series or debt securities, to
designate such series and to establish the variation in the relative rights
and preferences as between series.
<PAGE>
ARTICLE V
ADDRESS AND REGISTERED AGENT
The registered address of the Corporation shall be 926 Kennecott Building,
Salt Lake City, Utah 84133 and the registered agent shall be G. Harvey
Hamilton.
ARTICLE VI
INCORPORATORS
The name and address of each incorporator are as follows:
G. Harvey Hamilton
778 17th Avenue
Salt Lake City, Utah 84103
Patricia C. Hamilton
778 17th Avenue
Salt Lake City, Utah 84103
DeVere R. Christensen
2131 Parkway Avenue
Salt Lake City, Utah 84106
ARTICLE VII
The Board of Directors shall consist of not less than three (3) members and
not more than eleven (11) members.
ARTICLE VII
The name and address of each person who is to serve as a director until the
first annual meeting of shareholders or until their successors shall be
elected and qualify are as follows:
G. Harvey Hamilton
778 17th Avenue
Salt Lake City, Utah 84103
Patricia C. Hamilton
778 17th Avenue
Salt Lake City, Utah 84103
DeVere R. Christensen
2131 Parkway Avenue
Salt Lake City, Utah 84106
ARTICLE IX MANAGEMENT
(a) Board of Directors:
The Board of Directors shall be elected by the stockholders at the annual
stockholders' meeting and serve a term of one year and shall hold office
until their successors are duly elected and qualified. Each director must
be a stockholder of record Officers and employees need not be stockholders.
The Board of Directors shall have the right to elect any stockholder to a
vacancy on the Board of Directors created by the death, resignation or any
other cause, to serve the remainder of the term of his predecessor and
until a successor is elected and qualified. The Board of Directors shall
have the right to create new officers and agents for the Corporation and to
define their authority and duties; the said officers and agents need not be
stockholders; the property of the Corporation may be sold by the Board of
Directors for whatever consideration the Board shall deem adequate without
authorization or subsequent ratification by the stockholders.
(b) Directors
Meetings: The Board of Directors shall meet at such regular times as shall
be established by the Board of Directors from time to time. All directors
not present at any meeting where the dates set for a further meeting must
be notified at least five (5) days in advance of said meeting. A majority
of the number of Directors entitled to vote at any meeting shall constitute
a quorum. In the event that any notes at any Directors' Meeting shall be
equally for or against a proposition, and the matter cannot be resolved
after a second roll call, the President, or in his absence, the Vice
President, shall have the power to cast the deciding Vote.
(c) Removal -
Resignation: Officers and Directors may be removed with or without cause at
any time by the vote of a majority of the stock for the purpose. Any
Officer or Director may resign by filing his written resignation with the
Secretary of the Corporation; and in case of the resignation of the
Secretary, with the President or Vice President and upon acceptance thereby
by the Board of Directors, such resignation shall become effective. In the
event that the resignation is not acted upon within (5) days of the time
said resignation is served upon the proper officer, the resignation shall
become automatically effective, and the office shall be vacant.
<PAGE>
ARTICLE XI
a) Annual Meetings:
The annual stockholders' meeting of the Corporation shall be held on such
date and such time and at such place, either within or without the State of
Utah, as shall be determined by the Board of Directors.
(b) Notices:
Notices of any annual or special meeting of the stockholders must be given
by mailing notice to each stockholder at least ten (10) days prior to the
date and hour for the said meeting.
(c) Majority Vote of Stock Present
Shall Govern: Any resolution or business transaction at any annual or
special stockholders' meeting may be transacted by vote of a majority of
the stockholders present or represented by proxy and voting; and no
particular number of shares need be present or any particular number of
shares be voted in order for the stockholders to conduct business at any
such meeting.
(d) Special Meetings:
Special meetings of the stockholders may be called by the President, Vice
President or by a majority of the Directors or by any number of
shareholders who collectively are holders of record of not less than
twenty-five percent (25%) of the common capital stock of the Corporation
then issued and outstanding. ARTICLE XII NON-LIABILITY OF STOCKHOLDERS AND
MANAGEMENT The stockholders or officers and directors of the Corporation
shall not be liable for the debts or obligations of the Corporation.
ARTICLE XIII
COMPENSATION OF MANAGEMENT
The compensation to be paid the officers and directors will be fixed by the
Board of Directors and the Board of Directors is hereby specifically
authorized to make provision for reasonable compensation to its members for
their services as Directors and to fix the basis and conditions upon which
such compensation shall be paid. Any director or stock holder may also
serve the Corporation in any form.
ARTICLE XIV
TRANSACTION WITH THE
MANAGEMENT OR AFFILIATES PERMITTED: CONDITIONS
The Corporation may deal with, purchase from, sell to, contract with or
otherwise engage in business with any of its officers, directors,
stockholders or affiliated persons, without liability to the Corporation or
the person or persons with whom such transaction or transactions are
conducted, provided only that such transaction or transactions be conducted
in good faith.
ARTICLE XV
ISSUANCE OF UNISSUED STOCK OF THE CORPORATION AND
DEBT SECURITIES
The Board of Directors may issue the unissued stock of the Corporation, and
authorize and issue debt securities without prior approval of or submission
to the stockholders in exchange for assignment or payment to the
Corporation of cash, or the other assets at the current fair market value
of the Corporation's capital stock and the current fair market value of the
assets assigned or transferred to the corporation.
<PAGE>
ARTICLE XVI
PAYMENT OF
PARTIAL LIQUIDATING DIVIDENDS
The Board of Directors may declare and distribute one or more partial
liquidating dividends in cash, stock or other assets of the Corporation,
without approval of or submission to the vote of the stockholders, provided
such dividend is declared and paid out in compliance with the applicable
provision of the Utah Business Corporation Act.
ARTICLE XVII
The Board of Directors may mortgage or encumber any of the assets of the
Corporation without approval of or submission to the vote of the
stockholders, for any purpose deemed by the Board of Directors, in its sole
discretion to be beneficial to the Corporation.
ARTICLE XVIII
AMENDMENTS
The Articles may be amended at any annual meeting of the stockholders or at
any special meeting called for the purpose by the vote of the majority of
the stock voted at such meeting. WITNESS our hands and seals this 7th day
of January, 1982.
/s/ G. Harvey Hamilton
G. Harvey Hamilton
/s/ Patricia C. Hamilton
Patricia C. Hamilton
/s/ DeVere R. Christensen
DeVere R. Christensen
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE)
On this 7th day of January, 1982, personally appeared before me G. HARVEY
HAMILTON,PATRICIA C. HAMILTON and DEVERE R. CHRISTENSEN, who by me being first
duly sworn, did swear that they and each of the m had read the foregoing
Articles of Incorporation and, before me, they did each execute the same.
/s/ un-legible signature of Notary Public
My commission Expires: NOTARY PUBLIC
I reside at Salt Lake City, Utah
June 4, 1983
Rescission of Agreement and Plan of Exchange
and
Release of all Claims
EFFECTIVE DECEMBER 20, 1995
An Agreement and Plan of Exchange dated December 20, 1995 (the
"Agreement") was entered into by and between Hamilton Exploration Co., Inc.
(n/k/a Eurotronics Holdings Incorporated) a Utah corporation with principal
offices located at 268 West 400 South, Suite 300, Salt Lake City, Utah 84101
("Hamilton"), and Eurotronics International Incorporated, a Nevada corporation
("EII") with principal offices located at 82-66 Austin Street, Kew Gardens, New
York 11415, and the shareholders thereof (the "EII Shareholders"). Hamilton, EII
and the EII Shareholders (the "Parties") entered into the Agreement to exchange
certain shares of common stock as set forth in the Agreement.
The Parties hereby agree to rescind and terminate ab initio, the
December 20, 1995 Agreement and amendments thereto executed on March 30, 1996
("Amended Agreement") and agree not to be bound by the terms of the said
Agreements, because all Parties have determined that they are unable to fully
meet the terms of said Agreements and therefore said terms are not in the best
interest of the Parties. The Parties further agree to hold one another harmless,
release any and all claims against one another stemming from the Agreements and
indemnify one another with respect to any obligations arising pursuant to or
from the said Agreements.
The EII Shareholders agree to return all shares of EHI's common stock
to EHI which were issued to them in connection with the Agreements and to
cooperate in returning such certificates to EHI. EHI further agrees to return
all shares and any related certificates of EII common stock it received pursuant
to the Agreements to the EII Shareholders.
IN WITNESS WHEREOF, the Parties have executed this Rescission and Release
of All Claims on this 8th day of May 1996.
"Eurotronics Holdings Incorporated" "Eurotronics International Incorporated"
/s/ James Tilton, President /s/ Jane Zheng, Secretary
"The Eurotronics International Shareholders"
/s/ Jane Zheng, President /s/ James Tilton
ZJ, Inc. ATJ, Inc.
By; Jane Zheng By: James Tilton
Its President Its President
/s/ Aster De Schrijver
ADS Ltd. (Isle of Man) /s/ Jane Zheng
By: Aster De Schrijver
Its Chairman
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S
DECEMBER 31, 1995 ANNUAL REPORT ON FORM 10-KSB AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000734089
<NAME> EUROTRONICS HOLINDINGS INCORPORATED
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 6,056
<SECURITIES> 169,812
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 175,868
<CURRENT-LIABILITIES> 52,089
<BONDS> 0
442
0
<COMMON> 0
<OTHER-SE> 123,337
<TOTAL-LIABILITY-AND-EQUITY> 175,868
<SALES> 0
<TOTAL-REVENUES> 2,610
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 321,124
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (318,514)
<INCOME-TAX> 0
<INCOME-CONTINUING> (318,514)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (318,514)
<EPS-PRIMARY> (0.69)
<EPS-DILUTED> (0.69)
