SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended June 30, 1996.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 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)
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
The number of shares outstanding of the issuer's common stock, par value
$0.0001, as of June 21, 1996 was 4,420,336
Documents Incorporated by Reference: NONE
<PAGE>
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS.................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............6
PART II
ITEM 1. LEGAL PROCEEDINGS....................................................7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................7
SIGNATURES....................................................................8
INDEX TO EXHIBITS.............................................................9
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS PAGE
Balance Sheets..............................................................F-1
Statements of Operations....................................................F-2
Statements of Stockholders' Equity..........................................F-3
Statements of Cash Flows....................................................F-4
Condensed Notes to Financial Statements.....................................F-5
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
Balance Sheet
June 30, 1996 (Unaudited) and December 31, 1995
June 30 December 31
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash ....................................... $ 38 $ 6,056
Total Current Assets .......................... 38 6,056
Other Assets
Investment - securities .................... 169,812 169,812
TOTAL ASSETS .................................. $ 169,850 $ 175,868
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accrued expenses ........................... $ 53,673 $ 52,089
--------- ---------
Total Current Liabilites ...................... 53,673 52,089
--------- ---------
Shareholders' Equity
Common stock par value $.0001; 200,000,000
shares authorized; 4,420,366 and 4,420,366
shares issued ............................ 442 442
Additional paid-in capital ................. 884,734 884,734
Deficit accumulated during development stage (768,999) (761,397)
--------- ---------
Total Shareholders' Equity .................... 116,177 123,779
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY .......................... $ 169,850 $ 175, 868
========= =========
See notes to financial statements.
F-1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENTS OF OPERATIONS
For The Three Months Ended June 30, 1996 and June 30, 1995 (Unaudited)
For The Six Months Ended June 30, 1996 and June 30, 1995 (Unaudited)
Period From Date of Inception (January 7, 1982) Through June 30, 1996 (Unaudited)
Inception
Three Three Six Six Through
Months Months Months Months June 30,
1996 1995 1996 1995 1996
-------- -------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Revenue:
Debt settlement ............................ $ -- $ 2,610 $ -- $ 2,610 $ 2,610
Interest Income ............................ -- -- -- -- 61,208
----------- ----------- ----------- ----------- -----------
-- 2,610 -- 2,610 63,818
----------- ----------- ----------- ----------- -----------
Expenses:
Investigation, evaluation and exploration of
prospective mineral properties ......... -- -- -- -- 424,416
General and administrative ................. 100 34,168 7,602 34,168 407,218
Amortization and depreciation .............. -- -- 1,000
100 34,168 7,602 34,168 832,634
Income (Loss) before income taxes ............... (100) (31,558) (7,602) (31,558) (768,816)
Income taxes ............................... -- -- 183
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) ............................... $ (100) $ (31,558) $ (7,602) $ (31,558) $ (768,999)
=========== =========== =========== =========== ===========
NET INCOME (LOSS) PER COMMON SHARE .............. -- $ (0.37) -- $ (0.37)
=========== =========== =========== =========== ===========
Weighted average number of shares outstanding ... 4,420,366 84,450 4,420,366 84,450
============ =========== =========== =========== ===========
See notes to financial statements.
F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Period From Date of Inception ( January 7, 1982) Through June 30, 1996 (Unaudited)
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 fr 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 8,093 430,830 442,883)
----------- ----------- ----------- -----------
Results of operations year ended Dec 31, 1993 . -- -- -- --
----------- ----------- ----------- -----------
Balance December 31, 1993 ..................... 80,928,572 8,093 430,830 (442,883)
Results of operations year ended Dec 31, 1994 . -- -- -- --
----------- ----------- ----------- -----------
Balance December 31, 1994 ..................... 80,928,572 8,093 430,830 (442,883)
----------- ----------- ----------- -----------
Reverse stock split, 80, 928, 572 to 54,412 ... (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 --
Issuance 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 Dec 31, 1995 . -- -- -- (318,514)
----------- ----------- ----------- -----------
Balance December 31, 1995 ..................... 4,420,336 $ 442 $ 884,734 (761,397)
----------- ----------- ----------- -----------
Results of operations six months ended
June 30, 1996 .............................. -- -- -- (7,602)
----------- ----------- ----------- -----------
Balance June 30, 1996 ......................... 4,420,336 $ 442 $ 884,734 $ (768,999)
=========== =========== =========== ===========
See notes to financial statements.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CASH FLOWS
Six Months Ended June 30, 1996 and June 30, 1995 (Unaudited)
Period From Date of Inception ( January 7, 1982) Through June 30, 1996 (Unaudited)
Inception
Six Six Through
Months Months June 30,
1996 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITES:
Net (Loss) ................................... $ (7,602) $ (31,558) $(768,999)
--------- ----------- ---------
Adjustments to reconcle net (loss) to net cash
used by operating activities:
Increase (decrease) in accrued liabilities 1,584 31,558 53,673
Services paid with common stock .......... -- -- 145,992
Common stock issued for debt ............. -- -- 22,650
--------- ----------- ---------
Total Adjustments .............................. 1,584 31,558 222,315
--------- ----------- ---------
Net cash (used) by operating activities ...... (6,018) -- (546,684)
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
Net cash provided by financing activities .... -- -- 546,722
--------- ----------- ---------
Net increase in cash ......................... (6,018) -- 38
Cash, beginning .............................. 6,056 -- --
Cash, ending ................................. $ 38 -- $ 38
========= =========== =========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Issuance of common stock for services .... $ -- $ -- $ 145,992
========= =========== =========
Issuance of common stock for debt ........ $ -- $ -- $ 22,650
========= =========== =========
Issuance of common stock for investments . $ -- $ -- $ 169,812
========= =========== =========
See notes to financial statements.
F-4
</TABLE>
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
NOTE 1: Basis of Presentation
The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should therefore, be read in conjunction with
the Company's Annual Report to Shareholders on Form 10-KSB for fiscal year ended
December 31, 1995.
In management's opinion, the accompanying consolidated unaudited condensed
financial state contain all adjustments, consisting only of normal recurring
adjustments necessary for a fair statement of the results for the interim
periods presented. The interim operation results are not necessarily indicative
of the results for the fiscal year ending December 31, 1996.
NOTE 2: Additional footnotes included by reference
Except as indicated in the footnotes above there has been no other material
change in the information disclosed in the notes to the financial statements
included in the Company Annual Report on Form 10-KSB for the year ended December
31, 1995. Therefore those footnotes are included herein by reference.
<PAGE>
ITEM 2. 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.
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 fee 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.
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 to 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.
On July 16, 1996, the Company signed an Agreement of Exchange of
Stock (the "Agreement") with InterConnect West, Inc., a Utah corporation
("ICW"), that was effective June 17, 1996. Pursuant to the Agreement, which is
subject to ratification by the Company's shareholders, the Company will acquire
ICW in exchange for issuing 90% of the Company's common stock to ICW's sole
shareholder, Mark Tolman. The Agreement also requires the Company to issue 7.5%
of its common stock to CFSC in exchange for its role in locating and negotiating
with ICW as a viable merger candidate.
ICW is the developer of Access Market Square, one of the Internet's
oldest and longest running World Wide Web virtual malls. With more than 100
stores and 60,000 hits daily, Access Market Square is a very commonly visited
mall on the Internet. Access Market Square's home page and classified ad areas
have thousands of ads and are visited thousands of times each day.
The Company intends to obtain the consent of owners of a majority of
the Company's issued and outstanding common stock regarding the approval of the
merger, name change to Access Market Square and approval of the 1:5 reverse
stock split. The actions are expected to be effective September 9, 1996 which
provides for proper notice to nonconsenting shareholders.
On July 17, 1996, the Company experienced a change in its control when
the board of directors appointed Mark Tolman, Michael Brodsky and Pat Gallegos
as additional directors of the Company. Mr. Tilton then resigned as the
Company's president. The directors then appointed Mr. Tolman as the Company's
president, Mr. Brodsky as secretary/treasurer, and Mr. Gallegos as
vice-president. Mr. Tilton then resigned as a director of the Company.
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
To the best of management's knowledge, the Company is not a party to
any pending legal proceeding.
ITEM 6. EXHIBITS AND REPORTS ON FORM -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 9 of this Form 10-QSB,
which is incorporated herein by reference.
(b) Reports on Form 8-K. The Company filed a Form 8-K on April 23, 1996,
reporting on Items 1, 2 & 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
/S/ Mark Tolman
______________________
Mark Tolman, 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
/s/ Mark Tolman President and Director July 22, 1996
_______________
Mark Tolman
/s/ Michael Brodsky Director July 22, 1996
___________________
Michael Brodsky
Director July , 1996
________________
Pat Gallegos
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION OF EXHIBIT
10(i)(c) * Agreement of Exchange of Stock signed on July 15,
1996, effective June 17, 1996, by and between the
Company and InterConnect West, Inc. (Incorporated
herein by reference from the Company's Form 10-QSB
filed with the Commission on July 18, 1996.)
* These exhibits appear in the manually signed original copies of the respective
filings made by the Company with the Commission as indicated.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S
JUNE 30, 1996 QUARTERLY REPORT ON FORM 10-QSB 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 38
<SECURITIES> 169,812
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 169,850
<CURRENT-LIABILITIES> 53,673
<BONDS> 0
0
0
<COMMON> 442
<OTHER-SE> 115,735
<TOTAL-LIABILITY-AND-EQUITY> 169,673
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,602
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,602)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,602)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,602)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
