UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(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) (Zip Code)
(801) 575-8073
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) 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 consolidated 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>
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 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 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/ Anderson, Anderson & Strong
Anderson, Anderson & Strong
June 24, 1996
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
BALANCE SHEET
December 31, 1995
ASSETS
CURRENT ASSETS
<S> <C>
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
---------
Total Current Liabilities ............................. 52,089
---------
STOCKHOLDERS' EQUITY (Note 1):
Common stock, $.0001 par value;
Authorized, 200,000,000 shares;
Issued, 4,420,336 shares at
at December 31, 1995 ................................... 442
Additional paid-in capital .............................. 884,734
Deficit accumulated during
development stage ..................................... (761,397)
---------
123,779
---------
$ 175,868
=========
The accompanying notes are an integral part of these
financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENTS OF OPERATIONS
Years Ended December 31, 1995 and 1994
Period From Date Of Inception (January 7, 1982) Through December 31, 1995
Inception
Through
Dec. 31,
1995 1994 1995
Revenue:
<S> <C> <C> <C>
Interest income ................ $ -- $ -- $ 61,208
--------- --------- ---------
-- -- 61,208
--------- --------- ---------
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
--------- --------- ---------
Net loss before taxes and
extraordinary item ............. (321,124) -- (763,824)
Tax expense .................... -- -- 183
--------- --------- ---------
Loss before extraordinary item ... (321,124) -- (764,007)
Extraordinary item - debt
settlement (note 7) ............ 2,610 -- 2,610
--------- --------- ---------
NET LOSS ......................... $(318,514) $ -- $(761,397)
========= ========= =========
NET INCOME (LOSS) PER COMMON SHARE
Loss before extraordinary item $ (.70) $ --
Extraordinary item ............. .01 --
--------- ---------
TOTAL ............................ $ (.69) $ --
========= =========
Weighted average number of shares
outstanding ..................... 461,825 54,412
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<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 - 1982 ........................................... 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 (no warrants exercised - expired 1989) .... -- -- 100 --
Net loss for the period from date of inception
(January 7, 1982) through December 31, 1993 ............... -- -- -- ( 442,883)
----------- ----------- ----------- -----------
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 1 for 1,500 ............................ (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 (note 7) .......... 226,500 23 22,627 --
Isuance of shares for cash - November, 1995 ................ 510,000 51 50,949 --
Issuance of shares for services - November, 1995 ........... 112,000 11 11,189 --
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
</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 and 1994
Period From Date Of Inception (January 7, 1982) Through December 31, 1995
Inception
Through
Dec. 31,
1995 1994 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
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
</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
rescission, 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.
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS - Continued
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 were charged to expense as incurred. No mineral
reserves feasible for development were discovered.
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.
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS - Continued
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. During 1995 the Company issued a total of 112,000 shares of its
common stock to CFS for services rendered in the amount of $11,200. The Company
also issued 185,600 shares to Richard Surber to satisfy a debt owed to CFS for
services rendered in the amount of $18,560, and 333,000 shares for services
rendered in the amount of $33,300.
During 1995 the Company issued 141,900 shares of its common stock to Ken
Kurtz, the former president of the Company, for services rendered in the amount
of $14,190. The Company also issued 83,792 shares to Parkstreet Investments for
services relating to the Eurotronics International acquisition in the amount of
$8,379. Mr. Kurtz is president of Parkstreet Investments.
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
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS - Continued
As of December 31, 1995 and 1994
6. INVESTEMENTS - continued
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. DEBT SETTLEMENT
During 1995, the Company settled a debt with its transfer agent for cash,
resulting in a gain of $2,610. Also during 1995, the Company settled other debt
through the issuance of equity shares with no gain or loss, since the value of
shares issued was considered to be equal to the amount of the debt.
8. SUBSEQUENT EVENTS
Refer to Note 1. for a discussion of the rescinded transaction with
Eurotronics International Incorporated and its shareholders.
<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 18th day of November, 1996.
Eurotronics Holdings Incorporated
/s/ Mark Tolman
- ----------------
Mark Tolman
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
/s/ Mark Tolman
Mark Tolman President, Director November 18, 1996
/s/ Pat Gallegos
Pat Gallegos Vice President, Director November 18, 1996
/s/Michael Brodsky
Michael Brodsky Secretary, Treasurer, Director November 18, 1996
<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 HOLDINGS 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> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 321,124
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (321,124)
<INCOME-TAX> 0
<INCOME-CONTINUING> (321,124)
<DISCONTINUED> 0
<EXTRAORDINARY> 2,610
<CHANGES> 0
<NET-INCOME> (318,514)
<EPS-PRIMARY> (0.69)
<EPS-DILUTED> (0.69)
