U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
SSUERS
Under Section 12(b) or (g) of the Securities Act of 1934
EUTRO GROUP HOLDING, INC.
(Name of Small Business Issuer in its charter)
Florida 75 14 33 000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1070 East Indiantown Road,
Suite 208,
Jupiter, Florida 33477
(Address of principal executive offices) (Zip Code)
Issuer's telephone Number is (561) 575-3520
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock ($.01 Par Value)
(Title of class)
Series A Preferred Stock
(Title of class)
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 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 [ X ] NO
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained to the best of registrants knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-SB or any amendment to this Form 10-SB. [ X ]
State the issuer's revenue for the most recent fiscal year. $0
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked price of such, as of a specified date within the last
60 days. $6,590,625 based on the average of the closing bid and asked
obtained from the OTC Bulletin Board on September 1, 1999.
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date. As of August 27, 1999,
Common Stock 356,249,977 shares
Series A Preferred Stock 428,928 shares.
Transitional Small Business Disclosure Format YES [ ] NO [X]
TABLE OF CONTENTS
Item 101 - Description of Business Page 4
Item 102 - Description of Property Page 5
Item 103 - Legal Proceedings Page 6
Item 201 - Market Price of and Dividends
on the Registrant's Common
Equity and Related
Stockholder Matters Page 6
Item 202 - Description of Securities Page 7
Item 303 - Management's Discussion and
Analysis or Plan of Operation Page 9
Item 304 - Changes in and Disagreements
with Accountants Page 10
Item 310 - Financial Statements Page 11
Item 401 - Directors and Executive Officers,
Promoters and Control Persons Page 21
Item 402 - Executive Compensation Page 22
Item 403 - Security Ownership of Certain
Beneficial Owners and Management Page 22
Item 404 - Certain Relationships and
Related Transactions Page 23
Item 601 - Index of Exhibits: Page 25
Exhibit A) Contract of Merger - See Item 303
Exhibit B) Results of the Stockholders Vote by Rogoff and ADP
Approval for Merger and Name Change
Exhibit C) Amendment for Restated Articles of Incorporation
Exhibit D) Amendment for Reverse Split of Common Shares -
Dated August 24, 1999
Exhibit E) Amendment for Authorization of Common Shares -
Dated August 26, 1999
PART I.
ITEM 101 DESCRIPTION OF BUSINESS
(a) Business Development
The present Eutro Group Holding, Inc. was originally incorporated under the
laws of the State of Florida on October 24, 1983, under the name Bio-Analytic
Laboratories, Inc (Florida). On October 25, 1983, this company merged with
Bio-Analytic Laboratories, Inc., a Texas corporation. The Texas corporation
was the surviving company and the sole reason for the merger was to effect
a change in its state of domicile from the State of Texas to the State of
Florida. On October 25, 1983, the date of the merger, Bio-Analytic
(Florida) had not issued any of its common stock and the shareholders of
Bio-Analytic (Texas) became the shareholders of Bio-Analytic (Florida)
on a share for share basis.
Eutro Group Holding, Inc. was incorporated under the laws of the
State of Florida in September, 1991. In that month, it completed a
reverse acquisition of Bio-Analytic Laboratories, Inc. Eutro was the
holding company and Bio-Analytic Laboratories, Inc. became its only wholly
owned operating subsidiary.
On May 6,1998, Eutro Group Holding, Inc. sold its
Bio-Analytic Laboratories, Inc. subsidiary to Cypro Environmental Group,
Inc., a privately held corporation incorporated under the laws of the
State of Florida. As consideration for this sale, Eutro received 500,000
shares of Cypro common stock it valued at $1,000,000.
Since May 6, 1998, Eutro Group Holding, Inc. has not had an operating
subsidiary.
On May 17, 1999, negotiations were concluded by which
Eutro Group Holding, Inc. would be acquired by Ivy Entertainment.Com, Inc.
in a reverse merger. As consideration for this reverse merger, Eutro will
issue and exchange 8,575,000 shares of its common stock , after it has
undergone a 250 for 1 reverse split. These shares are to be issued to the
sole stockholder of Ivy, Mr. Richard Gladstone, in exchange for 1000 shares of
common stock of Ivy Entertainment.Com,Inc.
which is the total amount of common stock issued and outstanding.
The shares of Eutro common stock to be received by Mr. Gladstone pursuant to
the reverse acquisition agreement will be restricted stock as defined in Rule
144 of the Securities Act.
A vital clause in the acquisition agreement between Eutro and IVY is that
Mr. Richard Gladstone, IVY's sole stockholder, guarantee that IVY will
have a minimum of $5,000,000 in tangible assets when the merger is completed.
A meeting of the stockholders of Eutro Group Holding, Inc. was held on
August 10, 1999, in which meeting, the shareholders of Eutro approved,
among other matters, the reverse merger of Eutro and IVY
by a vote of 15,672,577 For, 5,470,870 Against and 1,255,114 Abstaining.
(b) Business Of Issuer
Eutro Group Holding, Inc. has offered consulting services to its
subsidiary company as well as to a wide range of clients, from small
private companies to medium size public companies. It assists companies in
bringing new products to market, provides sales and marketing advice and
other general consulting services. These are particularly aimed at small
to medium sized companies that plan on raising capital in public and
private securities offerings.
Eutro works with company management and assists it in the development
of the company business plan, in adopting a proper capital structure,
developing a consistent corporate story and creating and implementing
a stock option plan.
Eutro is specialized in financial public relations. It advises
management in the proper way to disseminate the corporate story to the
investing community thereby attracting the attention of stock-buyers to
its shares. If the client is a private company, then the focus is to get
its story to the consumer so that the company is known, held in high
esteem and its products preferred by the consuming public.
Eutro's fee is usually divided into two sections. The first is a
cash payment to cover direct expenses and the second is a block of the
client's common stock. If the client is not, and has no intention of
becoming, a public company, then Eutro's entire fee would be in cash.
As a result of receiving compensation in this manner, Eutro will
benefit from any appreciation in the price of its
clients shares.
Eutro's clients come to the company by personal referral.
It does not engage in extensive advertising in either the financial
or the popular media.
The competitive situation is quite intense as there are a host of
persons and companies who offer similar services. These range from the
corporate giants with offices in most of the developed and developing
countries of the world, to the individual who may be specialized in one
particular sector.
Eutro does not hold itself out as being able to fulfill any request made
of it. In the event that a particular client needs expertise outside of
that which Eutro can offer, then Eutro can form a syndicate with other
outside consulting companies and freelance specialists.
The personnel situation is as follows. Being a holding company,
Eutro Group Holding, Inc. since its founding in 1991, has not had,
and to this day does not have, permanent employees.
Company affairs are managed by an unsalaried Board of Directors.
Its day-to-day affairs were handled by Corporate Managers Inc.
This company supplies executive, managerial and clerical assistance
on a fee basis. At present, Eutro has a contractual agreement with
Mezzanine Finance Fund, LLC. A Florida limited liability company,
to provide the personnel to manage Eutro's affairs until the
completion of the merger of Eutro and IVY.
While it has been mentioned above, it is worth emphasizing
that the current business of Eutro Group Holding, Inc. is to
place itself in a proper posture to complete the reverse acquisition
by which it will become IVY Entertainment.Com. and continue its
existence as a viable entity which is something that it cannot do by
continuing under its present modus operandi.
ITEM 102 DESCRIPTION OF PROPERTY
(a) Neither Eutro Group Holding, Inc. nor Bio-Analytic Laboratories,
Inc., its former subsidiary, have owned the offices and the production
facilities they have occupied.
Eutro's offices occupy rented space on the second floor of a building at
1070 East Indiantown Road, Suite 208, Jupiter, Florida. The area of these
offices is 900 square feet and the annual rental per square foot is $12.00
per year plus a common area surcharge of $3.00.
This totals $15.00 per square foot per year. The original lease had a
life of three years and terminated on March 31, 1999. It was renewed on
a year to year basis and the first termination is March 31, 2000.
(b)Investing in real estate, or in mortgages, is not included
in the current business activities of Eutro nor does the present
management have any plans to so include it.
ITEM 103 LEGAL PROCEEDINGS
(a) Pending legal proceedings
On September 1, 1999, Eutro Group Holding, Inc. had no pending
legal proceedings against it and its management was not aware of any
that were awaiting filing.
(b)Pending governmental agency procedures
On September 1, 1999, Eutro Group Holding, Inc. had no pending
governmental agency procedures against it and its management was not
aware of any that were awaiting submission by any governmental agency.
ITEM 201 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) Market Information
(1) The common stock of Eutro Group Holding, Inc.
is traded on the OTC Electronic Bulletin Board, under the symbol "EUTO".
(2) The range of the high and low bid for each quarter of the
last two fiscal years follows.
PERIOD HIGH LOW
BID BID
1999
1ST Qtr 0.1325 0.0060
2nd Qtr 0.0590 0.0090
1998
1st Qtr 0.0650 0.0200
2nd Qtr 0.0460 0.0200
3rd Qtr 0.0400 0.0180
4th Qtr 0.0690 0.0082
1997
1st Qtr 0.0110 0.0100
2nd Qtr 0.0110 0.0027
3rd Qtr 0.2500 0.0036
4th Qtr 0.1100 0.0310
(3) The source of the high and low bid information submitted above
is the daily summary made available by the OTC Electronic Bulletin Board.
(4) Eutro Group Holding, Inc. common stock on September 1, was
held by 7379 investors.
(5) The number of shareholders of Eutro Group Holding, Inc
Series A Preferred Stock on September 1, 1999 was 68.
(6) No cash or stock dividends have been declared on the
Eutro Group Holding, Inc. common stock because of a paucity of earnings
and a lack of cash with which dividends could have been paid.
(7) The Eutro Group Holding, Inc. Series A Preferred Stock is
in arrears on its dividend payments in the amount of $102,942
(8) Eutro common stockholders did receive two distributions of
assets as follows. On June 12, 1998, for each 1000 shares of common
stock held, they received 2 shares of the common stock of
Cypro Environmental Group, Inc. On January 30, 1998, for each 10,000
shares of common stock held, they received 17 shares of
Freedom Medical Group, Inc.
ITEM 202 DESCRIPTION OF SECURITIES
Eutro Group Holding, Inc. has two classes of capital stock outstanding
(A) Class A Preferred Stock
On April 16, 1997, the Articles of Incorporation of Eutro Group Holding,
Inc. were amended to authorize the issuance of 5,000,000 shares of $.10 par
value preferred stock (Class A).
Eutro stockholders as of June 30,1997, were offered the opportunity to
exchange not more than 80% of their common stock holdings for Class A
preferred stock. This offer was made to stockholders of record on
June 30, 1997. The Class A Preferred Stock will not be sold or made
available for purchase by the general public.
Under the terms of the exchange offer, a common stockholder who tendered
50 shares of Eutro common stock received one share of Series A Preferred
stock and 10 stock purchase warrants. Fractional shares were compensated
to the stockholder at the rate of $.04 per common share.
The dividends to be paid on the Series A Preferred Stock are $.16 per
annum payable semi-annually in arrears on the last business day of January
and July of each year.
The preferences, restrictions and rights of the Class A Preferred Stock
are as follows.
(1) The par value is $.10 per share
(2) The ascribed nominal value is $2.00 per share
(3) Series A Preferred shareholders are entitled to receive
dividends at the rate provided, as and when declared by the
Board of Directors, at the rate of $.16 per share per year and these
dividends are cumulative.
(4) The Series A Preferred stock shall also participate parri-passu
in any and all future cash dividends paid to common shareholders.
(5) No dividends may be paid on the common stock while arrears
exist on the preferred stock.
(6) In the event of a dissolution or liquidation of Eutro Group Holding, Inc.,
the holders of the Series A preferred stock are entitled to receive a
liquidating dividend in the Amount of $.10 per preferred share together
with all accrued and unpaid dividends, if any exist, up to such payment
date, whether or not declared or paid, in preference to any payment to
the common stockholders.
(7) Series A Preferred Stock shall have no voting rights and no sinking
fund provision.
(8) After one year from date of issuance of Series A Preferred stock,
and upon 30 days written notice, Eutro may at any time call the shares
of preferred stock for redemption at the ascribed nominal value of
$2.00 per preferred share.
(9) Each of the warrants attached to the Series A Preferred stock is
detachable at any time and give their holder the right to purchase one
share of Eutro Group Holding, Inc. common stock at a price of $1.00 per
share. The warrant exercise period begins upon receipt of the warrant
and ends at 5:00PM on December 31, 2002, or at the same time on the
first business day thereafter.
(B) Common Stock
On November 4, 1998, documents were filed with the Secretary of State of
Florida increasing the authorized common stock of Eutro Group Holding, Inc.
from 100,000,000 to its present amount of 500,000,000 shares.
The common stock has the right to receive the amount of dividends declared
from time to time by the Board of Directors in accordance with, and
resulting from, the operating performance of the company.
Each common share is entitled to cast one vote in any matter
legally presented to it.
No preemptive rights are inherent in the common stock.
No other material rights are contained other than the normal rights to a
proportionate distribution of liquidating dividends after satisfaction of
any and all prior claimants.
There is no provision in the charter or by-laws that would delay, defer or
prevent a change in control of Eutro Group Holding, Inc.
(C) Debt securities
Eutro Group Holding, Inc. has no debt securities outstanding and has no
plan or intention to issue any such securities.
(D) Other securities to be offered
At this time, and in this document, Eutro Group Holding, Inc. is
registering no other securities.
ITEM 303 MANAGEMENT'S PLAN OF OPERATION
The following should be read in conjunction with the financial statements
and notes thereto appearing in Item 310 of this form and in the attached
Exhibits. As indicated in the Financial Statements, there is substantial
doubt about Eutro Group Holding, Inc.'s ability to continue as a going
concern beyond December 31, 1999, due to its ongoing illiquidity.
(a) Plan of operation
It is highly unlikely that Eutro Group Holding, Inc. can satisfy its
cash requirements for the next 12 months without resorting to raising
additional funds through the sale of common stock in Regulation 504
offering.
Eutro plans no product research and develoment for the term of the Plan.
During the period covered by the financial statements and the next
12 months of this Plan, Eutro significantly changed the focus of its business
activities from business and financial consulting to the sale of the company
to a more financially secure organization that could make better use of its
OTC Electronic Bulletin Board listing. In other words, to become the
target of a reverse merger.
After a prolonged search and discussions with several possible merger partners,
Eutro management decided that the candidate offering the best solution
to its problems was the company IVY Entertainment.Com, Inc. In-depth
discussion with Ivy management only reinforced Eutro's conviction that this
course of action was in the best interest of its share holders.
IVY Entertainment.Com (IVY) was incorporated under Florida law on May 25, 1999.
It is a development stage company that currently has no operations or business
activities. It intends to expend its operations through acquisitions and by
intering into distribution and marketing agreements with select companies
having particular focus on the entertainment, hospitality, financial and
technology industries. IVY has entered into a letter of intent with Strategic
Management Corp., a company that intends to be a one stop financial services
firm catering to small business owners and individuals with a net worth of
$500,000 or more. To enhance its entertainment division, IVY has entered
into a marketing agreement with Touch Entertainment, Inc., to distribute
its touch screens to night clubs and eateries throughout the world. To
enhance its technology division, IVY has entered into a distribution
agreement with Sense Technologies, Inc. to distribute its biometric
(fingerprint) employee verification and authentication system and with
Global Communication Networks, Inc., to distributeits internet service and
long distance telehone services.
The offices of IVY Entertainment.Com are located at 2505 Boca Raton
Boulevard, Suite 1, Boca Raton , Florida, 33431. The telephone number
is (561) 367 8565.
IVY intends to create an active trading market for its common stock by
engaging in a reverse merger with a public shell. On May 17, IVY
entered into a definitive stock-for-stock exchange agreement with
Eutro Group Holding, Inc. Pursuant to such acquisition agreement,
IVY shareholders will acquire a controlling interest of approximately
85% in Eutro. Eutro will then be under new management that intends to
change the company name to Strategic Alliance Group, Inc.
There are five obligations binding both parties to the reverse merger.
First, present Eutro shareholders must approve a 250 to 1 reverse stock
split of Eutro common stock. Second, Eutro must satisfy all its liabilities.
Third, IVY is committed committed to having assets, measured in accordance with
generally accepted accounting principles, valued at a minimum of $5,000,000.
Fourth, the closing of the reverse merger must take place on or before July
31, 1999, unless extended by the mutual consent of both parties. Fifth, the
reverse merger is subject to satisfactoryduediligence by both parties.
IVY's authorized capital consists of 20,000,000 shares of Common Stock, par
value $.01 per share and 10,000,000 shares of Preferred Stock par value $.01
per share. As of September 1, 1999, IVY has 1,000 shares of common stock
issued and outstanding.
As Eutro has no permanent full time employees, there is no problem of
significant changes or reduction. No long term fixed contract exists
with any temporary employment service.
ITEM 304 CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Prior to 1995, Eutro Group Holding, Inc. was a reporting company. In the
second fiscal quarter of 1995, Eutro elected to become a non-reporting
company in order to issue shares of common capital stock under
Regulation D-504. Th accounting firm of Alliota & Fritsch, LLC
of 140 Intracoastal Point Drive, Suite 305, Jupiter, Florida 33477,
telephone (561) 747 1040, was retained as company auditors.
In 1996, on advice of counsel, Eutro's Board of Directors accepted the
resignations of Mr. J. O'Keefe, CFO, and Ms. V. Lavache, Secretary/Treasurer
of the Corporation. The Board of Directors also terminated the relationship
with the accounting firm named above. It was agreed that corporate accounting
would be performed by Ms. Donna Grooms who performed the duties of accountant
and comptroller.
The present auditor of Eutro Group Holding, Inc. is Mr. Aaron Stein, CPA,
of 534 Willow Avenue, PO Box 315, Cedarhurst, New York 11516, telephone,
(516) 569 520.
Eutro Group Holding Inc. has not changed accountants during the last
two fiscal years, nor has it had any disagreements with the accountants
on any matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures.
ITEM 310 FINANCIAL STATEMENTS
ITEM 401 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS
Date of Term
Name Age Position Election Expires
Floyd D. Wilkenson, Sr. 76 Chairman & CEO Sept.1991 Sept.2000
Mack L. Hunter 67 Director May 1998 May 2001
William E. Burckart 47 Director May 1998 May 2001
Daniel Birbilis 68 Director Sept.1991 Sept. 2000
Bradley D. Wilkenson 42 Director &
Sec/Treas. May 1998 May 2001
All Eutro Group Holding, Inc. directors are elected for a term of three
years. The current board resigned as of April, 1999, but are on a contract
basis as part of the agreement with Mezzanine Finance Fund, LLC, who are
supplying the personnel as needed for Eutro Group Holding, Inc. until the
merge has been completed.
The following is a biographical summary of the experience of the
directors and executive officers of Eutro Group Holding, Inc.
FLOYD D.WILKENSON, SR. Chairman of the Board and Chief Executive Officer
of the Company. Mr. Wilkenson's record of accomplishment spans more than
fifty years. It includes experience in the sale of durable and consumer
goods, product marketing and management. Before founding Eutro, he directed
the activities of an investment banking firm and served as its CEO. His
particular responsibility was as financial and management consultant to
manufacturing companies and banks. This specialty brought him into close
contact with executives of the top twenty five banks of the world such
as National Westminster, Credit Swiss and Bank Fur Gemeinwirtschaft.
MACK L. HUNTER, Director. Mack L. Hunter has proven ability in all areas
of the retail and wholesale financing industry and especially lending,
collections, business acquisitions, take-overs and servicing of all types
of accounts. In-depth experience as a financial consultant allowed him to
nurse a failing Truck/Trailer leasing company back to financial health thus
permitting the owner to sell the firm. As President & CEO of a publicly held
mobile home service company he signed lenders, negotiated a merger with
another public company and concluded all insurance agreements. His experience
was not all financial. As Regional Sales Specialist for a major national
finance company, he built a new branch, handled dealer credit lines, and
set volume objectives. He attended Murray State Teachers College majoring
in accounting and business administration and subsequently took many
specialized courses with General Electric Corp.
WILLIAM E. BURCKART II, Director. Mr. Burckart resides in Tequesta,
Florida, and served on its Village Council from 1988 to 1996 when he
retired as sitting vice-mayor. After graduating from Denison University,
where he was a member of Sigma Alpha Epsilon, he has built a career in real
estate and commercial development. Currently, he is a partner in the
consortium developing the Publix anchored Jupiter Farms Center, and is
also managing partner in a joint venture with the South Indian River
Control District to develop additional flood control for the Jupiter
Farms Community. Past clients include Publix and Winn Dixie supermarkets,
K-Mart, Walgreens, McDonalds, Exxon, Burger King and Fidelity Federal
Savings.
DANIEL BIRBILIS, Director. Mr. Birbilis has over four decades
domestic and international experience as investment banker, corporate
financier and financial consultant. Among the companies with which he
was associated are Francis I. duPont & Co., Manufacturers Hanover Ltd.,
McLeod Young & Weirr Ltd., Jas. H. Oliphant & Co., Inc. and The National
Bank of Greece.
BRADLEY D. WILKENSON, Director. Before coming to Eutro Group Holding, Inc.
Mr. Wilkenson had over twenty years experience in marketing and public
relations specializing in retail development. He attended Palm Beach
Community College where he studied Business Development and Business Law.
SIGNIFICANT EMPLOYEES
Eutro Group Holding Inc.'s sole person responsible for executive
management is Floyd D. Wilkenson, Sr., its chief executive officer who
reports to and is accountable to the Board of Directors.
FAMILY RELATIONSHIPS
One family relationship exists in the management and Board of Directors
of Eutro Group Holding, Inc. Floyd D. Wilkenson, Sr. is the father of
Bradley D. Wilkenson. No other family relationships between any
directors or executive officers of the company exist, either by blood or
by marriage.
DIRECTORSHIPS OF OTHER REPORTING COMPANIES
None of the officers and directors of Eutro Group Holding, Inc. hold
directorships in other reporting companies.
PROMOTERS AND CONTROL PERSONS
There are no promoters actively involved with Eutro Group Holding, Inc.
at this time.
The only control person evident is Floyd D. Wilkenson, Chairman & Chief
Executive Officer.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Except as set forth below, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control
person of Eutro Group Holding, Inc.:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
(3) was subject to any order, judgement or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil action) the
SEC or the Commodity Futures Trading Commission, to have violated a federal
or state securities or commodities law, and the judgement has not been
reversed, suspended or vacated.
ITEM 402 EXECUTIVE COMPENSATION
Executive compensation
The only executive was the Chief Executive Officer, Floyd D. Wilkenson.
He received no compensation for the services he rendered either in cash
or in stock or in any other form of direct compensation or perquisites
of any kind.
Director Compensation
The directors of Eutro Group Holding, Inc. receive no direct monetary
compensation. Upon election to the Board of Directors, they do however
receive 100,000 shares of Eutro common stock. This stock is investment
stock under Rule 144. The directors receive no other compensation either
in stock or in cash or in options or in stock appreciation rights (SAR'')
or any perquisites of any kind.
ITEM 403 SECURITY OWNNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a)Security ownership of certain beneficial owners.
As of the date of submission of this Form 10 SB there is no person
(including any ("group")known to Eutro Group Holding, Inc. to be the
beneficial owner of more than five percent of Eutro's voting securities.
This will change upon completion of the reverse merger with IVY
Entertainment.Com, Inc. when it becomes the owner of 85% of the issued
and outstanding stock.
(b)Security ownership of management
Title of class Name and address Amount and nature Percent
Of beneficial owner of beneficial ownership of class
Common Floyd D. Wilkenson 2,100,000 .59
18147 S.E. Ridgeview Dr.
Tequesta, FL 33469
Common Mack L. Hunter 100,000 .03
3481 S.W. Palm City
School Rd.
Palm City, FL 34990
Common Bradley D. Wilkenson 100,000 .03
357 Cypress Drive
Tequesta, FL 33469
Common Daniel Birbilis 100,000 .03
Dinokratous 95
Athens 11521 Greece
Common William E Burckart 100,000 .03
169 Tequesta Drive
Tequesta, FL 33469
Common All directors and 2,500,000 .70
Executive officers
As a group
(c) Changes in control
There are no internal arrangements either by agreement or in the by-laws of
Eutro Group Holding, Inc. that would inhibit or prohibit a change in
control of the Company.
There will be a change in control of Eutro when the reverse merger with
IVY Entertainment.Com, Inc. is consummated and control passes to the new
owners. There are no other possibilities that would result in a change in
control.
ITEM 404 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with management and others.
Floyd D. Wilkenson, Sr. Chairman of the Board of Directors and
Chief Executive Officer advanced Eutro Group Holding, Inc. at various
times from September, 1991, till April 30,1999, funds totaling $879,000.
To comply with the contract for the reverse merger which states that all
liabilities must be either eliminated or satisfied, Mr. Wilkenson, Sr.
agreed to settle the debt by accepting 30,000,000 shares of Eutro common
stock valued at $.02 per share for a total of $600,000. This is restricted
investment stock issued under Rule 144 and eliminates the liability to him
on Eutro's books of account.
On advice of counsel and the Company CPA, Mr. Aaron Stein,
Mr. Wilkenson, Sr. agreed to discount his advances to Eutro to the
amount of $600,000 instead of the full face value of the loans due to
some advances that could not be documented that Mr. Wilkenson, Sr. had
made for the benefit of Eutro Group Holding, Inc.
Certain loans had been made to Eutro Group Holding, Inc., as shown in the
financial statements, from Mr. Van Shelly in the amount of $100,000 plus
interest. Mr. Shelly is a stockholder and is not related to any person
active in Eutro management. Another loan was made to Eutro by
Dr. William Barry, a former director for $200,000 plus interest.
Both these loans were settled by the issuance of Eutro common stock
basis $.02 per share and releases were signed by both parties.
The details are as follows. Mr. Shelly settled for an amount
totaling $112,000 at $.02 per share of common stock. Mr. Barry settled
for 10,000,000 shares of Rule 144 restricted common stock valued at $.02
per share.
Certain items and obligations of Eutro totaling $46, 638 were assumed and
paid by another company, Mezzanine Finance Fund, LLC., a Florida entity,
which also purchased certain tangible assets of Eutro with payment in the
amount of $10,770.
Eutro was obligated to a three year lease for the office space it occupied
on Indiantown Rd. in Jupiter, Florida. Mezzanine Finance Fund, LLC assumed
the lease and settled with the landlord and signed a release for any
obligation that Eutro had to Mezzanine.
Eutro stopped operating as a holding company in April,1999.
(b) Parents of the registrant. - Eutro Group Holding, Inc. has no parent
company, corporation or other entity of any kind.
(c) Transactions with promoters. - During the past five years Eutro Group
Holding, Inc. has had no transactions of any kind with promoters and no
compensation of any kind, in either cash or securities has been paid to
any promoters.
ITEM 601 EXHIBITS
Exhibit A) Contract of Merger
Exhibit B) Results of the Stockholders Vote by Rogoff and ADP
Approval for Merger and Name Change
Exhibit C) Amendment for Restated Articles of Incorporation
Exhibit D) Amendment for Reverse Split of Common Shares
Dated August 24, 1999
Exhibit E) Amendement for Authorization of Common Shares
Dated August 26, 1999
Copy available upon request
FINANCIAL STATEMENTS
EUTRO GROUP HOLDlNG INC
SEPTEMBER 30, 1998
EUTRO GROUP HOLDING, INC
FOR THE YEAR ENDED
SEPTEMBER 30 1998
TABLE OF CONTENTS
Page Number
Accountants Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Shareholders' Deficit 4
Statement of Cash Flow 5
Notes to Financial Statements 6-8
To the Board of Directors and Shareholders' of
Eutro Group Holding, Inc.
I have audited the accompanying balance sheet of Eutro Group Holding, Inc
(a Florida corporation) as of September 30, 1998 and the related statement
of operations, changes in shareholders' deficit and cash flows for the year
then ended. In accordance with Statements on Standard for Accounting and
Review Services issued by The American Institute of Certified Public Accounts
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. I have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
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, the Company, has a very limited operating history,
has a shareholder and working capital deficiency of $2,506,114 and $198,209
respectively, and has suffered recurring losses since inception. The
Company's lack of financial resources and liquidity as of September 30, 1998
raises substantial doubt about its ability to continue as a going conc
nt's plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Aaron Stein
Cedarhurst, New York
November 10, 1999
EUTRO GROUP HOLDING, INC.
BALANCE SHEET
SEPTEMBER 30 1999
ASSETS
Current assets:
Cash $0
Fixed Assets:
Furniture and equipment 28,908
Less: accumulated depreciation (20,682) 8,226
Other assets
Escrow 26,000
TOTAL ASSETS $34,226
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses $129,581
Preferred dividends 68,628
Total current liabilities $198,209
Other long-term liabilities 2,342,131
Shareholders deficit:
Common stock, $.10 par value,
authorized 500,000,000 shares,
100,793,040 issued and outstanding $10,079,304
Preferred stock, $.10 par value,
authorized 5,000,000 shares
428,928 issued and outstanding 42,893
Additional paid-in capital (872,551)
Accumulated deficit (11,755,760)
Total shareholders' deficit ( $2,506,114)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $34,226
See accompanying notes to financial statements
EUTRO GROUP HOLDING, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1998
REVENUE $99,933
Administrative and operating expenses 283,841
Loss from continuing operations before
other income (expense) (183,908)
Other income (expenses)
Interest expense (39,179)
Loss from operations (223,087)
Gain on sale of subsidiary 1,000,000
Net loss $(776,913)
Earnings per share of common stock $0.0078
See accompanying notes to financial statements
EUTRO GROUP HOLDING, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
FOR THE YEAR ENDED SEPTEMBER 30, 1998
Common Common Additional
Stock Stock Paid-In Accumulated
Shares $.10 Par Capital Deficit
Value Capital
Balance
September 30, 1997 98,479,045 $9,847,904 $(668,151) $(11,532,673)
Issuance of common
stock for services
rendered and
settlement of
liabilities 2,313,995 231,400 (204,400)
Net profit - - - 776,913
Distribution of
assets to
shareholders - - - (1,000,000)
Balance
September 30, 1998 100,793,040 $10,079,304 $(872,551) $(11,755,760)
EUTRO GROUP HOLDING, INC.
STATEMENT OF CASH FLOW
FOR THE YEAR ENDED SEPTEMBER 30, 1998
Cash flows from operating activities:
Net profit $776,913
Adjustments to reconcile net loss to
net cash used by operating activities:
Issuance of common stock for
services rendered and liabilities $231,400
Changes in operating assets and liabilities:
Accounts payable and accrued expenses 172,647
Preferred dividends 68,628
Other long term-liabilit (249,588) 223,087
Net cash used in operating activities 1,000,000
Cash flow from financing activities:
Distribution of assets to shareholders (1,000,000)
Increase in Cash 0
Cash at beginning of year 0
Cash at end of year $0
See accompanying notes to financial statements
EUTRO GROUP HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
Note 1: Organization, Business and Significant Accounting Policies
Organization
Eutro Group Holding, Inc. was incorporated under the law of the State of
Florida in September 1991. In that month it completed a reverse acquisition
of Bio Analytic Laboratories, Inc. Which then became a wholly owned
operating subsidiary of the Company. On May 6, 1998, the Company sold
its Bio-Analytic Laboratories, Inc. subsidiary to Cypro Environmental
Group, Inc. (Cypro) As consideration for this sale, the Company received
500,000 shares of Cypro common stock, which is valued at $1,000,000. The
Cypro commom stock was then distributed to the Company's shareholders.
Business
Eutro Group Holding is a holding corporation. Its principal business is to
own operating subsidiaries and assist these companies as well as other
small and medium size companies with research, development, marketing and
sales. Additionally, the Company will assist in the development of
business plans and specializes in financial public relations.
Computation of loss per share
Net loss per share is based upon the weighted average number of shares of
Common Stock and common equivalent shares consisting of options ( using
the treasury stock method ) outstanding for each of the periods presented.
Common equivalents shares are not considered if the result would be
anti-dilutive
Note 2: Going Concern Consideration
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern The Company has a very limited
operating history, has a shareholder and working capita) deficiency of
$2,506,114 and $198,209 respectively and had losses since inception. The
Company's lack of financial resources and liquidity at September 30, 1999
raises substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments that might result
come of this uncertainty. The Company has been dependent upon raising debt
and equity funding to remain in existence as a going concern Its continued
existence is also dependent on equity funding.
Note 2: subsequent Event
With respect to the Company's going concern considerations, on
May 17, 1999, negotiations were concluded by which Eutro Group
Holding, Inc. would be acquired by Ivy Entertainment. Com. Inc.
(by) in a reverse merger.
As consideration for this reverse merger, the Company will issue and
exchange 8,575,000 shares of its common stock, after it has undergone
a 250 for 1 reverse split. These shares are to be issued to the sole
shareholder of Ivy, Mr. Richard Gladstone, in exchange for 1000 shares
of common stock of Ivy which is the total amount of common stock issued
and outstanding. The shares of the Company's common stock received by
Mr. Gladstone pursuant to the reverse acquisition agreement will be
restricted stock as defined in Rule 144 of the Securities act.
To effectuate the merger Ivy must represent to the Company that it has
a minimum of $5,000,000 in tangible assets when the merger is compered.
On August 10, 1999 the shareholders of the Company approved the reverse
merger of the Company and Ivy.
Note 3: Shareholder' Deficit
In exchange for service from non-employees and in settlement of liabilities
the Company issued 2,313,995 shares of common stock.
Note 4: Income Taxes
Statement of Financial Accounting Standards No. 109 (FAS 109),
"Accounting for Income Taxes' is effective for financial
statements issued for fiscal years beginning on or after
December 15, 1992. Under FAS 109 deferred income taxes generally
represent the future tax effect of existing differences between
the book and tax bases of assets and liabilities, using the tax
rates and laws existing as of the latest balance sheet date. The
Company has not elected early adoption of this statement. The
adoption of FAS 109 is not expected to have a material effect on the
Company's financial position or results of due to the Company's NOL
position and recent losses. The Company expects to record a deferred tax
asset which will be fully reserved through the recording of a 100%
valuation allowance.
EUTRO GROUP HOLDING, INC
FOR THE YEAR ENDED
SEPTEMBER 30, 1999
TABLE OF CONTENTS
Page Number
Accountants Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Shareholders' Deficit 4
Statement of Cash Flow 5
Note to Financial Statement 6-8
To the Board of Directors and Shareholders'
of Eutro Group Holding, Inc.
I have audited the accompanying balance sheet of Eutro Group Holding, Inc.
(a Florida corporation) as of September 30, 1999 and the related statement
of operations, changes in shareholders' deficit and cash flow for the year
then ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards required that I plan and perform the audit
to obtain to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonalbe
basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Eutro Group Holding,
Inc. at September 30, 1999 and the results of its operations and its
cash flows for the year ended, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company with continue as a going concern. As discusssed in Note 2 to the
financial statements, the Company, has a very limited operating history,
has a shareholder and working capital dificiency of $76,723 and $102,723
respectively, and has suffered recurring losses since inception.
The Company's lack of financial resources and liquidity as of September
30, 1999 raises substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are described
in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Aaron Stein
Cedarhurst, New York
November 10, 1999
EUTRO GROUP HOLDING, INC..
BALANCE SHEET
SEPTEMBER 30 1999
ASSET
Current assets:
Cash $219
Other assets 26,000
Esscrow
TOTAL ASSETS $26,219
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Preferred dividends $102,942
Shareholders' deficit:
authorized 500,000,000 shares
356,249,977 issued and
outstanding $35,624,998
Preferred stock; $.10 par value
authorized 5,000,000 shares
428,928 issued and outstanding 42,893
Additional paid in Capital (23,226,413)
Accumulated deficit (12,518,201)
Total Shareholders' deficit $(76,723)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT 26,219
EUTRO GROUP HOLDING, INC
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1999
REVENUE 0
Administrative and operating expenses 764,306
Loss from continuing operations before
othe income (expenses) (764,306)
Other income (expenses)
Gain on sale of fixed assets $2,544
Interest expense (679) 1,865
Net loss $(762,441)
Earnings per share of common stock $(0.0034)
See accompanying notes to financial statements
EUTRO GROUP HOLDING, INC.
STATEMENT OF CHANGE IN SHAREHOLDERS EQUITY
FOR THE YEAR ENDED SEPTEMBER 30, 1999
Common Common Additional
Stock Stock Paid - In Accumulated
Shares $.10 Par Capital Deficit
Value
Balance
September 30, 1998 100,793,040 $10,079,304 $(872,551) $(11,755,760)
Issuance of common stock 49,900,000 4,990,000 (4,729,009)
Issuance of common stock for
services rendered and
settlement of other
long term liabilities 205,556,937 20,555,694 (17,624,853)
Net loss (762,441)
Balance-
September 30, 1999 356,249,977 $35,624,998 $(23,226,413) $(12,518,201)
EUTRO GROUP HOLDING, INC.
CASH FLOW
FOR THE YEAR ENDED SEPTEMBER 30, 1999
Cash flows from operating activities:
Net loss $(762,441)
Adjustments to reconcile net loss to
net cash used by operating activities:
Gain on sale of fixed assets $(2,544)
Issuance of common stock for services rendered
and other long term liabilities 2,954,530
Changes in operating assets and liabilities:
Accounts payable and accrued expenses (129,581)
Preferred dividends 34,314
Other long term-liabilities (2,342,131) 514,588
Net cash used in operating activities (247,853)
Cash flow from investing activities:
Proceeds from sale of furniture and equipment 10,770
Cash flow from financing activities:
Proceeds from sale of common stock 237,302
Increase in Cash 219
Cash at beginning of year 0
Cash at end of year $219
See accompanying notes to financial statements
.
EUTRO GROUP HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
Note 1: Organization, Business and Significant Accounting Policies
Organization
Eutro Group Holding, Inc. was incorporated under the laws of the State of
Florida in September, 1991.. In that month, it completed a reverse
acquisition of Bio Analytic Laboratories, Inc, which then became a
wholly owned operating subsidiary of the Company. On May 6) 1998, the
Company sold it's Bio-Analytic Laboratories, Inc. subsidiary. Since
May 6, 1998, the Company has not had an operating subsidiary.
Business
Eutro Group Holding, Inc. is a holding corporation. Its principal business is
to own operating subsidiaries and assist these companies as well is other
small and medium size companies with research, development, marketing and
sales. Additionally, the Company will assist in the development of business
plans and specializes in. financial public relations.
Computation of loss per share
Net loss per share is based upon the weighted average number of shares of
Common Stock and common equivalent shares consisting of options ( using
the treasury stock method ) outstanding for each of the periods presented.
Common equivalents shares are not considered if the result
would be anti-dilutive
Note 2: Going Concern Consideration
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern The Company has a very
laminated operating history, has a shareholder and walking capita)
deficiency of $76~723 and $102,723 respectively and had losses since
inception. The Company's lack of financial resources and liquidity at
September 30, 1999 raises substantial doubt about its ability to continue
as a going concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. The Company has
been dependent upon raising debt and equity funding to remain in existence
as a going concern Its continued existence is also dependent on equity
funding.
EUTRO GROUP HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
Note 2: Going Consideration - (Continued)
With respect to the Company's going concern considerations, on May I 7, 1999,
negotiations were concluded by which Eutro Group Holding, Inc. would be
acquired by Ivy Entertainment. Com. Inc. (IVY) in a reverse merger.
As consideration for this reverse merger, the Company will issue and
exchange 8,575,000 shares of its common stock, after it has undergone a
250 for 1 reverse split. These shares are to be issued to the sole
shareholder of Ivy, Mr. Richard Gladstone, in exchange for 1000 shares
of common stock of Ivy which is the total amount of common stock issued
and outstanding. The shares of the Company's common stock received by
Mr. Gladstone pursuant to the reverse acquisition agreement will be
restricted stock as defined in Rule 144 of the Securities act.
To effectuate the merger Ivy must represent to the Company that it has a
minimum of $5,000,000 in tangible assets when the merger is completed.
On August 10, 1999 the shareholders of the Company approved the reverse
merger of the Company and Ivy.
Note 3: Shareholder' Deficit
During the year ended September 30, 1999 the Company issued 49,900,000
shares of common stock and received proceeds of $237,302.
In exchange for services from non-employees and in settlement of
long-term liabilities the Company issued 205,556,937 shares of common stock.
EUTRO GROUP HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
Note 4: Income Taxes
Statement of Financial Accounting Standards No. 109 (FAS 109), "Accounting
for Income Taxes' is effective for financial statements issued for fiscal
years beginning on or after December 15, 1992. Under FAS 109 deferred income
taxes generally represent the future tax effect of existing differences
between the book and tax bases of assets and liabilities, using the tax
rates and laws existing as of the latest balance sheet date. The Company
has not elected early adoption of this statement. The adoption of FAS 109
is not expected to have a material effect on the Company's financial
position or results of due to the Company's NOL position and recent losses.
The Company expects to record a deferred tax asset which will be fully
reserved through the recording of a 100% valuation allowance.
