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.)
470 East 3900 South, Suite 205, Salt Lake City, Utah 84107
(Address of Principal Executive Offices) (Zip Code)
(801) 281-0888
(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 March 31, 1997 was 4,420,336.
Transitional Small Business Format
Yes ____ No XX
Documents Incorporated by Reference: NONE
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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
The Company is not a party to any pending legal proceeding.
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.
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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.
Dividends
The Company has not declared any dividends on its Common Stock during
the last two fiscal years. There are no restrictions that limit the Company's
ability to dividends, other than those generally imposed by applicable state
law. The future payment of dividends, if any, on the Common Stock is within the
discretion of the board of directors and will depend on the Company's earnings,
capital requirements, financial condition, and other relevant factors. The
Company does not anticipate the payment of future dividends.
ITEM 6. MANAGEMENT'S 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 accumulated deficit increased by $318,514 during the year
ended December 31, 1995 compared with no change during the prior year ended
December 31, 1994. The increase in the accumulated deficit was primarily due to
a substantial increase in general and administrative expenses primarily
resulting from an increase in consulting expenses incurred in attempting to
locate a suitable merger or other business combination. The Company has been
able to satisfy these expenses largely through the issuance of Common Stock and
therefore without the need to expend cash. However, the Company can provide no
assurances that it will continue to meet these expenses through the issuance of
Common Stock during the next twelve months. Moreover, if the Company
successfully completes a merger or acquisition, it will likely need to raise
additional capital.
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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
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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,
raising substantial doubt about its ability to continue as a going concern. 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
Salt Lake City, Utah
<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 has suffered recurring losses
since inception. Its continuation as a going concern will ultimately depend on
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.
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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 7th day of April 1997.
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 April 7, 1997
/s/ Fred Muehlmann Secretary-Treasurer, Director April 7, 1997
- ------------------
Fred Muehlmann
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