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 March 31, 1997.
[ ] 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.)
1130 John Anderson Drive - Ormond Beach, Florida 32176
(Address of Principal Executive Offices)
(904) 441-1031
(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 August 26, 1997 was 3,943,187.
Total Pages: 6
Exhibit Index on Page: 6
<PAGE>
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS ........................................ 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ... 3
PART II
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K ...................... 4
SIGNATURES ............................................. 5
INDEX TO EXHIBITS ...................................... 6
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
Unless otherwise indicated, the term "Company" refers to Eurotronics
Holdings Incorporated and its former subsidiaries and predecessors.
Consolidated, unaudited interim financial statements including a balance sheet
for the Company as of the fiscal quarter ended March 31, 1997 and statements of
operations and statements of cash flows for the interim period up to the date of
such balance sheet and the comparable period of the preceding fiscal year are
attached hereto as Pages F-1 through F-5 and incorporated herein by this
reference.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS PAGE
Balance Sheets...............................................................F-1
Statements of Operations ................................................. F-2
Statements of Stockholders' Deficit ...................................... F-3
Statements of Cash Flows ................................................. F-4
Notes to Financial Statements ............................................ F-5
<PAGE>
EUROTRONICS HOLDINGS INCORPORATED
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
Unaudited Condensed Balance Sheet
March 31, 1997
ASSETS
Current Assets
None ................................................. $ --
Total Current Assets .................................... --
TOTAL ASSETS ............................................ $ --
=================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accrued expenses ..................................... $ 167,426
Bank overdraft ....................................... 153
-
Total Current Liabilities ............................... 167,579
Shareholders' Deficit
Common stock par value $.0001; 200,000,000
shares authorized; 4,520,336 shares issued ........ 452
Additional paid-in capital ........................... 914,724
Deficit accumulated during development stage ......... (1,082,755)
-
Total Shareholders' Deficit ............................. (167,579)
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT ................................... $ --
===============
See notes to unaudited condensed financial statements.
F-1
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For The Three Months Ended March 31, 1997 and March 31, 1996
Period From Date of Inception (January 7, 1982) Through March 31, 1997
Inception
Three Three Through
Months Months March 31,
1997 1996 1997
----------- ----------- ------------
Revenue:
<S> <C> <C> <C>
Interest Income ....................................... $ -- $ -- $ 61,208
Expenses:
Investigation, evaluation and exploration of
prospective mineral properties .................... -- -- 424,416
Loss on investment securities ......................... -- -- 28,302
General and administrative ............................ 21,687 5,225 692,636
Amortization and depreciation ......................... -- -- 1,000
Interest expenses ..................................... 36 -- 36
-- --
21,723 5,225 1,146,390
----------- --------- -----------
Net loss before income taxes and ........................... (21,723) (5,225) (1,085,182)
extraordinary item
Income taxes .......................................... -- -- (183)
----------- --------- -----------
Net loss before extraordinary item ......................... (21,723) (5,225) (1,085,365)
Extraordinary item - debt settlement .................. -- -- 2,610
----------- ---------- ------------
NET LOSS ................................................... $ (21,723) $ (5,225)$ (1,082,755)
=========== ========= ===========
NET INCOME (LOSS) PER COMMON SHARE ......................... $ (0.00) $ (0.01)
============ ===========
Weighted average number of shares outstanding .............. 4,520,336 461,825
========= ===========
See notes to unaudited condensed financial statements.
</TABLE>
F-2
<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 March 31, 1997(Unaudited)
Additional
Common Stock Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
Issuance of common stock to incorporators
<S> <C> <C> <C> <C>
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, 1994 .......................... -- -- -- (442,883)
Balance December 31, 1994 .............................................. 80,928,572 8,093 430,380 (442,883)
----------- ----------- ----------- -----------
Reverse stock split, 1 for 1.500 in 1995 ............................... (80,874,160) (8,088) 8,088 --
Issuance of shares for no determinable
consideration - 1995 .................................................. 76,667 8 (8) --
Issuance of shares for cash - 1995 ..................................... 904,722 90 108,160 --
Issuance of shares for services - 1995 ................................. 1,459,921 146 145,846 --
Issuance of shares for assets - 1995 ................................... 1,698,114 170 169,641 --
Issuance of shares for debt - 1995 ..................................... 226,500 23 22,627 --
Results of operations year ended December 31, 1995 ..................... -- -- -- (318,514)
---------- ----------- ---------- -----------
Balance December 31, 1995 .............................................. 4,420,336 442 884,734 (761,397)
---------- ----------- ----------- ----------
Issuance of shares for costs of proposed merger ........................ 100,000 10 29,990 --
Results of operations year ended December 31, 1996 ..................... -- -- -- (299,635)
Balance December 31, 1996 .............................................. 4,520,336 452 914,724 (1,061,032)
---------- ------------ ----------- -----------
Results of operations quarter ended March 31, 1997 ..................... -- -- -- (21,723)
Balance March 31, 1997 ................................................. 4,520,336 $ 452 $ 914,724 $(1,082,755)
=========== =========== =========== ===========
</TABLE>
See notes to unaudited condensed financial statements.
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CASH FLOWS
Three Months Ended March 31, 1997 and March 31, 1996
Period From Date of Inception ( January 7, 1982) Through March 31, 1997 (Unaudited)
Inception
Three Three Through
Months Months March 31,
1997 1996 1997
-------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITES:
<S> <C> <C> <C>
Net (Loss) ............................................... $ (21,723) $ (5,255) $(1,082,755)
Adjustments to reconcile net (loss) to net cash
used by operating activities:
Increase (decrease) in accrued liabilities ........... 21,646 1,484 308,936
Services paid with common stock ...................... -- -- 175,992
Common stock issued for debt ......................... -- -- 22,650
Loss due to permanent decline in investment .......... -- -- 28,302
Total Adjustments .......................................... -- 1,484 535,880
----------- ----------- -----------
Net cash (used) by operating activities .................. -- (3,771) (546,875)
----------- ----------- ------------
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 (decrease) in cash .......................... (77) (3.771) (153)
Cash, beginning .......................................... (76) 6,056 --
Cash, ending ............................................. $ (153) $ 2,285 $ (153)
=========== =========== ===========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Issuance of common stock for services ................ $ -- $ -- $ 175,992
=========== =========== ===========
Issuance of common stock for debt .................... $ -- $ -- $ 22,650
=========== =========== ===========
Issuance of common stock for investments ............. $ -- $ -- $ 169,812
=========== =========== ============
Investments exchanged for debt settlements ........... $ -- $ -- $ 141,510
=========== =========== ============
See notes to unaudited condensed financial statements.
F-4
</TABLE>
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
NOTE 1: Basis of Presentation
The accompanying 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, 1996.
In management's opinion, the accompanying unaudited condensed financial
statements 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, 1997.
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, 1996. Therefore those footnotes are included herein be 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. In July 1996, the Company executed an agreement to acquire a Utah
company known as InterConnect West, Inc. The Company executed this agreement
with the intention of contributing significant amounts of capital to
InterConnect and expanding InterConnect's marketing focus. For more information
on the Company's business plan with respect to InterConnect, see the Company's
Form 10-QSB for quarter ended September 30, 1996. The Company was relying upon
its ability to obtain outside financing to make the capital contributions
necessary to expand InterConnect's operations. Due largely to delays in the
consummation of the acquisition, the Company was unable to generate the capital
necessary to finance the successful acquisition of InterConnect. Under the
control of new management, the Company executed an agreement to terminate and
rescind the acquisition of InterConnect on June 4, 1997.
In December 1995, the Company acquired Eurotronics International
Incorporated, a Nevada corporation which owned a computer information company
specializing in computer software systems in Belgium ("EII"). In May 1996, the
acquisition of EII was rescinded because EII could not deliver audited financial
information required to be delivered by EII pursuant to the acquisition
agreement. Because both the EII and the InterConnect agreements were rescinded,
the Company did not consolidate the financial statements of either InterConnect
or EII in the years 1995 and 1996.
Since the acquisition of InterConnect was rescinded, the Company has been
searching for a viable candidate for merger or acquisition. The Company lacks
any significant cash flow or assets and the Company's intent is therefore to
issue shares of its common stock as consideration for any subsequent merger or
acquisition. This will likely result in substantial future dilution of the
current ownership interest of the Company's shareholders. If the Company effects
a future merger or acquisition, it will need financing to satisfy the cash
requirements of its merger/acquisition partner. The nature and extent of these
requirements will depend upon the kind of business acquired by the Company.
Given the Company's limited cash flow and history of operating losses, there is
a substantial risk that the Company will not be able to raise the capital
necessary to make a subsequent merger or acquisition successful. The Company
intends to raise capital primarily through private offerings of its common stock
and can provide no assurances that it will be able to generate sufficient
capital in this manner. This is especially significant considering the Company's
inability to finance the acquisition of InterConnect.
The Company has been able to satisfy many of its obligations by issuing
shares of its common stock. Accordingly, the Company has been able to meet its
obligations without expenditures of its cash flows. The Company intends to
continue this practice, but the Company can provide no assurances that it will
continue to be able to satisfy its obligations in this manner.
The Company does not currently have any full or part time employees, aside
from its officers and directors. The Company is substantially dependent upon the
services of its officers and directors, who have no formal compensation
arrangements with the Company. If the Company ultimately effects a merger of
acquisition, it will likely need to hire employees to perform the operations of
the acquired company. The number of employees will depend on the nature and
extent of the business acquired.
PART II
ITEM 6. 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 6 of this
Form 10-QSB, which is incorporated herein by reference.
(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K
during the fiscal quarter ended March 31, 1997.
<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 30TH day of September 1997.
Eurotronics Holdings Incorporated
/s/Mel Fields
---------------------
Mel Fields, 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/Mel Fields President and Director September 30, 1997
Mel Fields
/s/Joe Betras Director September 30, 1997
Joe Betras
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO. DESCRIPTION OF EXHIBIT
10(a)(1) * February 11, 1997 Amended Agreement for the
Exchange of Stock executed by and between the
Company, InterConnect West, Inc., Mark Tolman
and other parties (incorporated herein by
reference to the Company's Form 10-KSB for
fiscal year ended December 31, 1997).
10(a)(2) * June 3, 1997 Rescission of Amended Agreement
for the Exchange of Stock and Mutual Release
of all Claims executed by and beteen the
Company, InterConnect West, Inc. and Mark
Tolman (incorporated herein by reference to
the Company's Form 10-KSB for fiscal year
ended December 31, 1997).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S
MARCH 31, 1997 QUARTERLY REPORT ON FORM 10-QSB 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 170,848
<BONDS> 0
0
0
<COMMON> 462
<OTHER-SE> (171,310)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 75,238
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31
<INCOME-PRETAX> (75,269)
<INCOME-TAX> 0
<INCOME-CONTINUING> (75,269)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (75,269)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
