U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: September 30, 1996
Commission File Number: 0-24590
SDT HOLDING CORPORATION
(Exact name of small business issuer as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-1275559
(IRS Employer Identification No.)
1 Stoke Road
Guildford
Surrey, England
(Address of principal executive offices)
GU1 4HW
(Zip Code)
011-44-1483-457-300
(Issuer's Telephone Number)
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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
__X__ No ____.
The number of shares of the registrant's only class of common stock issued and
outstanding, as of September 30, 1996, was 500,000 shares.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the three month period ended
September 30, 1996, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and notes thereto included herein.
The Company generated no revenues during the three month period ending
September 30, 1996. Management of the Company anticipates that the Company will
not generate any significant revenues until the Company accomplishes its
business objective of merging with a nonaffiliated entity or acquiring assets
from the same.
The Company's securities are currently not liquid. There are no market
makers in the Company's securities and it is not anticipated that any market
will develop in the Company's securities until such time as the Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets. The Company presently has no liquid
financial resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.
Because the Company is not required to pay rent or salaries to any of its
officers or directors, management believes that the Company has sufficient funds
to continue operations through the foreseeable future.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE.
ITEM 5. OTHER INFORMATION - NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K
2
<PAGE>
The Registrant filed a Form 8-K on September 19, 1996, reporting the
execution of a letter of intent on September 19, 1996, with European Business
Group Plc. ("EBG"), a privately held English corporation, whereby the Registrant
agreed in principle to acquire all of the issued and outstanding shares of EBG
in exchange for issuance by the Registrant of 18,000,000 previously unissued
"restricted" common stock of the Registrant. A copy of the letter of intent
with EBG was annexed to the Form 8-K as an Exhibit.
3
<PAGE>
<TABLE>
SDT HOLDING CORPORATION
(A Development Stage Company)
Unaudited
Balance Sheet
<CAPTION>
Unaudited Audited
September 30 June 30
1996 1996
_________ ___________
<S> <C> <C>
ASSETS
Current Assets - Cash $ 0 $ 0
_________ ___________
TOTAL ASSETS $ 0 $ 0
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities $ 0 $ 0
SHAREHOLDERS' EQUITY
Common Stock, No Par Value;
100,000,000 Shares Authorized,
500,000 Issued and Outstanding at
September 30, 1996, and June 30, 1996,
respectively $ 500 $ 500
Preferred Stock, No Par Value;
2,000,000 Shares Authorized,
No Shares Issued and Outstanding 0 0
Capital Paid In Excess of
Par Value of Common Stock 1,250 1,250
Deficit Accumulated During
the Development Stage (1,750) (1,750)
_________ ___________
Total Shareholders' Equity $ 0 $ 0
_________ ___________
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $ 0 $ 0
</TABLE>
4
<PAGE>
<TABLE>
SDT HOLDING CORPORATION
(A Development Stage Company)
Unaudited
Statement of Operations
<CAPTION>
For the For the June 21, 1990
Three Months Three Months (Inception)
Ended Ended Thru
September 30, September 30, September 30,
1996 1995 1996
____________ ____________ _____________
<S> <C> <C> <C>
Income $ 0 $ 0 $ 0
Expenses 0 0 1,750
Net (Loss) Accumulated
During The Development
Stage $ 0 $ 0 $ (1,750)
Net (Loss) Per Share $ ($0.00) $ ($0.00) $ ($0.00)
Common Shares
Outstanding 500,000 500,000 500,000
</TABLE>
5
<PAGE>
<TABLE>
SDT HOLDING CORPORATION
(A Development Stage Company)
Unaudited
Cash Flow Statement
<CAPTION>
For the For the June 21, 1990
Three Months Three Months (Inception)
Ended Ended Thru
September 30, September 30, September 30,
1996 1995 1996
____________ ____________ ______________
<S> <C> <C> <C>
Cash Flows From
Operating Activities:
Net Profit (Loss)
Accumulated During The
Development Stage $ 0 $ 0 $ (1,750)
Amortization and
Depreciation 0 0 0
Services Performed
Not Paid by Cash 0 0 500
____________ ____________ _____________
Net Cash Flows
From Operations 0 0 (1,250)
Cash Flows From
Financing Activities:
Issuance of Common Stock 0 0 0
Additional Paid in Capital 0 0 1,250
____________ ____________ _____________
Net Cash Provided
by Financing Activities 0 0 1,250
____________ ____________ _____________
Net Increase (Decrease) in Cash 0 0 0
Cash At Beginning of Period 0 0 0
____________ ____________ _____________
Cash At End of Period $ 0 $ 0 $ 0
Supplementary Disclosure of
Cash Flow Information:
Noncash Financing Activities:
Common Stock Issued
For Services $ 0 $ 0 $ 500
</TABLE>
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<PAGE>
<TABLE>
SDT HOLDING CORPORATION
(A Development Stage)
Unaudited
Statement of Shareholders' Equity
<CAPTION>
Deficit
Accumulated
Number of Additional During the
Shares Common Paid In Development
Common Stock Stock Capital Stage Total
____________ ______ __________ ___________ _______
<S> <C> <C> <C> <C> <C>
Balance at
June 21, 1990 0 $ 0 $ 0 $ 0 $ 0
Issuance of Common Stock:
June 21, 1990 - For
Expenses and Services
At $.001 Per Share 500,000 $ 500 0 0 500
Net (Loss) (500) (500)
____________ ______ __________ ___________ _______
Balance at
June 30, 1990, 1991
1992, 1993, 1994,
& 1995 500,000 500 0 (500) 0
Additional Paid-In
Capital 1,250 1,250
Net (Loss) (1,250) (1,250)
____________ ______ __________ ___________ _______
Balance at
June 30, 1996 500,000 500 $ 1,250 $ (1,750) $ 0
Net (Loss) 0 0
____________ ______ __________ ___________ _______
Balance at
September 30, 1996 500,000 500 $ 1,250 $ (1,750) 0
</TABLE>
7
<PAGE>
SDT HOLDING CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the three month periods ended September 30, 1996 and 1995, and
for the periods from inception at June 21, 1990 to September 30, 1996, (b)
financial position at September 30, 1996, and June 30, 1996, and (c) the cash
flows for the three months ended September 30, 1996 and 1995, and for the period
from inception, June 21, 1990 (inception) to September 30, 1996, have been made.
NOTE 2.
The results for the three month period ended September 30, 1996, are not
necessarily indicative of the results for the entire fiscal year ended June 30,
1997.
NOTE 3 - Subsequent Events.
On October 30, 1996, the Company consummated a share exchange transaction
with European Business Group Plc. ("EBG"), a privately held English corporation,
wherein it issued 18,000,000 "restricted" common shares of its authorized common
stock in exchange for all of the issued and outstanding stock of EBG. As part
of this transaction, the Company undertook a forward spit of its common stock
whereby 8 shares of common stock were issued in exchange for 1 share of the
issued and outstanding common stock of the Company and EBG became a wholly owned
subsidiary of the Company. The 18,000,000 shares of the Company's stock issued
to the shareholders of EBG in exchange for their shares represented
approximately 82% of the Company's then outstanding common stock. The officers
and directors of the Company resigned and new management was appointed
consisting of principals of EBG.
EBG is a holding company for sixteen wholly owned subsidiary companies which are
primarily engaged in two lines of business, including Container leasing and
Information Boards. In its business of containerleasing, EBG enters into
leasing arrangements with container owners, then leases these on a hire purchase
8
<PAGE>
basis to its clients. This business is carried out by EBG's wholly owned
subsidiary company, Lupa Marine (UK) Limited. Information Boards are usually
described as the City Information Board Concept. EBG owns the rights and the
know-how to erect billboards with a combination of city maps and advertising in
a number of states in the USA and for various territories in Europe. Specific
areas, such as individual states in the US or designated areas/boroughs in the
UK are sold to investors on a license payment basis.
In addition, EBG is actively seeking to invest in financial businesses in the
UK and expect to expand their activities in this direction in the near future.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SDT HOLDING CORPORATION
(Registrant)
Dated: November 14, 1996
By: s/Carsten Iversen
Carsten Iversen
President
10
<PAGE>
SDT HOLDING CORPORATION
Exhibit Index to Quarterly Report on Form 10-QSB
For the Quarter Ended September 30, 1996
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . . . . . . . . . . . .12
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FILED WITH FORM 10-QSB FOR THE THREE MONTH PERIOD
ENDED SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
