1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE SECOND QUARTER ENDING COMMISSION FILE NUMBER
SEPTEMBER 30, 1997 0-8730
AMERICAN INDUSTRIES, LTD.
REGISTRANT
NEVADA 88-0110436
State of Incorporation IRS Employer Identification No.
Bank of America Plaza, Suite 1111
300 South Fourth Street
Las Vegas, Nevada 89101 Telephone (702) 386-2633
Securities registered pursuant to Section 12 (g) of the Act:
20,000,000
COMMON STOCK $.10 PAR VALUE
Indicate by check-mark whether the Registrant (1) has filed all
Annual, quarterly and other reports required to be filed with the
Commission and (2) has been subject to the filing requirements for
at least the past 90 days.
(1) Yes X No
(2) Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes x No
Registrant has one class, Common Stock, 50,000,000 shares $.10 par
value.
Indicate the number of shares outstanding of each of the issuers
class of common stock as of the close of the period covered by this
report.
Class Outstanding at SEPTEMBER 30, 1997
Common Stock, $.10 par value 20,000,445 shares
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Commission File No. 0-8730
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
FOR THE SECOND QUARTER ENDING SEPTEMBER 30, 1997
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AMERICAN INDUSTRIES, LTD.
LIST OF FINANCIAL STATEMENTS
The following unaudited consolidated financial statements of American
Industries Ltd. and subsidiary are included:
Consolidated Balance Sheets, September 30, 1997 and 1996 4
Consolidated Statements of Operations -
Six months ended September 30, 1997, 1996, and 1995 5
Consolidated Statements of Cash Flows -
Six months ended September 30, 1997, 1996, and 1995 6
Notes to Consolidated Financial Statements 7
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AMERICAN INDUSTRIES, LTD.
CONSOLIDATED BALANCE SHEETS
Sept 30,
1997 1996
ASSETS
CURRENT ASSETS
Cash & cash equivalents $ 11,578 $ 16,827
Convertible notes receivable 3,827 5,694
Contract receivable 502,000 502,000
Accrued interest receivable 93,750 18,750
TOTAL CURRENT ASSETS 611,155 543,271
FIXED ASSETS
Library 919 919
Office equipment 2,428 2,428
TOTAL FIXED ASSETS 3,347 3,347
OTHER ASSETS
Investment gems 61,084,822 61,084,822
Stock Investments 328,000 328,000
Total Other Assets $ 61,412,822 $ 61,412,822
TOTAL ASSETS $ 62,027,324 $ 61,959,440
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Deferred income $ 502,000 $ 502,000
Accrued interest payable 9,890 1,800
Payables 42 42
Total Current Liabilities 511,932 503,842
STOCKHOLDERS' EQUITY
Common Stock - $.10 par value
Authorized 50,000,000 shares
issued and outstanding 20,000,445
shares 2,000,045 2,000,045
Common Stock reserve 595 420
Capital surplus on investments 59,651,981 59,651,981
Capital surplus on stock sales 386,392 351,569
Retained earnings (deficit) (523,621) (548,417)
Total Stockholders' Equity 61,515,392 61,455,597
Total Liabilities and Capital$62,027,324 $61,959,440
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AMERICAN INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended Sept 30,
1997 1996 1995
INCOME
Revenues 248,000 796,209
Interest 37,500 37,500 18,750
37,500 285,500 814,959
EXPENSES AND COSTS
General & Administrative expenses16,470 51,760 80,906
Interest expense 0 0 0
Proxy & Material costs 0 1,510 0
Valuation Allowance 0 0 515,484
Total Expenses and Costs 16,470 53,270 596,390
Net Income (loss) 21,030 232,230 218,569
GAIN (LOSS) PER COMMON SHARE $ .0 $ .01 $ .0
Weighted Average Common Shares Outstanding20,000,445 20,000,445 20,000,000
<PAGE 6>
AMERICAN INDUSTRIES, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended Sept 30,
1997 1996 1995
Net Income (Loss) $ 21,030 $ 238,702 $ 218,569
Adjustments to reconcile net loss to net cash used in;
OPERATING ACTIVITIES
Subsidiary Funding (7,454)
Payments on convertible notes (881) 46,727 (6,920)
Contract receivable (248,000) (750,000)
Accrued interest receivable (37,500) (37,500) (18,750)
Fiscal Year difference 17,719
Valuation Allowance 515,484
Net cash used in operating activities (38,381) (238,773) (249,921)
Increase (Decrease) in cash (17,351) 6,544 (31,352)
Cash and Cash equivalent at beginning of period 28,929 23,371 127,906
Cash and Cash equivalent at end of period$ 11,578 $ 16,827 $ 96,554
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AMERICAN INDUSTRIES, LTD.
NOTES TO THE CONSOLIDATED STATEMENTS
NOTE 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company is a Holding Company organized under the laws of Nevada
in 1919. The Company's subsidiary, Global Technologies S.A. was
organized as a European Company under the laws of the Grand Duche
of Luxembourg. The consolidated financial statements have been
prepared in conformity with generally accepted accounting
principles applicable in the United States of America and are
stated in United States dollars.
Principles of Consolidation
The consolidated financial statements include the accounts of
the Company and its subsidiary. All significant intercompany
accounts and transactions have been eliminated.
Investments in other companies where ownership is less than
20% are carried on the cost method of accounting.
Foreign Currency Translation
The Company translates foreign assets and liabilities of its
subsidiary at the company's historical rate of exchange $33.18 per
LUF established at the time of acquisition of Global Technologies
S.A.
Earnings Per Share
Earnings per share is computed on the weighted average number
of shares outstanding during the year. The weighted average number
of shares was 20,000,000, 20,000,445 and 20,000,445 for the
periods ended September 30, 1995, 1996, and 1997, respectively.
Cash and Cash Equivalents
Cash and cash equivalents include two checking accounts, one
for subsidiary and one for Registrant held with Bank of America in
Las Vegas, Nevada. Subsidiary is reported as a foreign company
account.
NOTE 2. ACQUISITIONS
Global Technologies S.A. under acquisition agreement became a
subsidiary of the Company. Initially the authorized capital of the
Luxembourg company was 500,000 shares of stock at 1000 Francs per
share, 120,000 shares are issued and outstanding, fully paid and
non assessable, with capital reserve in gem investments. By
decision of an extraordinary general meeting of shareholders held
December 29, 1995 the authorized capital of Global Technologies
S.A. has been reduced to 500,000 shares of stock at 250 LUF per
share. 120,000 shares are still issued and outstanding, fully paid
and non-assessable. The decision to reduce the authorized capital
was made to reduce taxes and other expenses in Luxembourg.
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Global Technologies S.A. operates under the status of a holding
company under Luxembourg Law with the use of financial assets with
historical perpetual value operating in conformity with the Grand
Duche of Luxembourg Decree of December 17, 1938. Global
Technologies S.A. registered as a professional business in the
financial industry, consisting of: Investment Banking, Financial
Investment, International Mergers, International Acquisitions,
International Portfolio Management, Securities Deposits, Purchasing
Agents and Marketmakers as set forth in notes to financial
statements contained herein.
The assets of Global Technologies has been transferred to
American Industries to maintain the status of a Luxembourg holding
company. This transfer does not affect the value of the shares of
American Industries on a consolidated basis.
NOTE 3. INVESTMENTS
The company has stock investments of $328,000 in Nevada
corporations. $323,000 of principal payments due June 30, 1996 for
contract receivables was paid by the issuance of stock.
NOTE 4. RECEIVABLES
Contract Receivables
The company currently has six Investment Banker Agreements /
Management Service Contracts with six Nevada corporations. Five
contracts are $100,000 each with payments to be made every six
months or annually at 12% interest per annum. One contract is
$250,000 at 6% interest per annum. Interest is being accrued and
shown as accrued interest receivable on the company's consolidated
financial statements.
Convertible Notes Receivables
Notes purchased by stockholders of record in denominations of
$1,000, $5,000 and $10,000 to purchase and/or reserve legend shares
of common stock. Notes are due to be converted within two years at
$20 to $25 per share. Currently there are 5,950 shares of legend
securities held in a reserve account by Registrant's Transfer Agent
for the conversion of Convertible Notes.
The number of stockholders will not change as a result of reserved
shares to be converted, purchased by shareholders of record.
NOTE 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
SEPT.30,
1997 1996
Accrued interest payable $ 9,890 $ 1,800
Account payable 42 42
$ 9,932 $ 1,842
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NOTE 6. DEFERRED INCOME
The amounts listed as deferred income resulted from the services
still not performed in relation to the contracts receivables
referred to in Note 4 above.
NOTE 7. INVESTMENT GEMS
The value of the Investment Gems are based on appraisal dated
February 14, 1995 by Marco Vesters, Certified Gemmologist from The
Gemmological Association of Great Britain. Total appraisal amount
$61,084,822. The difference between the acquisition of gems and
the appraisal value has been booked as capital surplus.
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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SUMMARY OF BUSINESS
The Registrant is in good standing with the Secretary of State
of Nevada and essentially has operated as a holding company since
its incorporation December 26, 1919 through the date hereof. In
the early 1970's due to the number of shareholders it had acquired
together with capital assets of $l million plus, it was required by
the Securities Exchange Commission to file a Form 10 Registration
under the 33, 34 Acts.
American Industries, Ltd. has changed its name, but formerly
owned and operated G. W. Hume Industries, Inc., American Health
Services, Inc., American Resources, Inc. Toquima Stores Company, as
well as many other subsidiaries in the businesses of general
stores, mining and exploration, leasing, hospitals, nursing homes,
processing, food canning and sales, mortgage and loan company,
ecology products, sales and service.
For the past five years, Registrant, American Industries, Ltd.
has continued to operate as a holding company handling its affairs
to acquire acquisitions, consult and provide services for
management portfolios, loan applications, and packaging for loans
and mortgages on a fee basis conserving and managing its operation
capital of bank deposits, foreign bank accounts, accruing interest
as reflected in financial statements.
In 1993 to the date hereof the Registrant, American
Industries, Ltd. has been subjected to substantial accounting,
computer services, and other expenses not originally anticipated in
the acquisition of Global Technologies S.A. September 1994
Registrant, American Industries Ltd. paid subsidiary's, Global
Technologies S.A., taxes and fees to the Luxembourg Government to
bring the subsidiary current with its filings and taxes. It is not
anticipated that the tax loss the company suffered would be
experienced again any time soon. Further the accounting and
computer services and other expenses related to the cost of the
acquisition and other regulatory expense could be substantially
reduced.
It has been further reported by the Registrant's Independent
Accountant, Jean Thieren P.P.E. that the taxes and required
document reporting in Luxembourg for Global Technologies S.A. has
been accomplished through December 1996 as well as through the date
herein. All taxes and filing requirements have been met and paid
for by Registrant American Industries, Ltd. for Global
Technologies. Further, the U.S. tax return was filed timely with
the Internal Revenue Service for the fiscal year ended March 31,
1997 for Registrant with no taxes due.
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FINANCIAL INFORMATION
(a) The unaudited financial information given in this report
is for the Registrant, American Industries, Ltd. as well as for its
wholly-owned subsidiary, Global Technologies S.A., as consolidated
financial statements for the period ended September 30, 1997 for
Registrant and for the period ended September 30, 1997 for
Subsidiary filed herein.
(i) It is further reported herein that as a result of
the aforementioned financial information reported herein regarding
the Registrant's wholly-owned subsidiary Global Technologies,
American Industries' auditors will be U.S. independent auditors
working in cooperation with the foreign independent auditors in
compliance with United States (GAAS).
(b) Unaudited Consolidated Financial Statements; Consolidated
Balance Sheet, Consolidated Statement of Operations, Consolidated
Statement of Cash Flows and Notes to the Statements are filed
herein.
The consolidated financial reports are in conformity with
standard requirements and give a fair view of the financial
position of Registrant and Subsidiary, its consolidated results for
the period stated and are supplied herein for the six months ended,
second quarter September 30, 1997.
The Management Report of Financial Affairs of the Company and
its Subsidiary are reported in French and English as required to
enable management and independent accountants to file the annual
and quarterly reports in accordance with foreign governments,
foreign and domestic stock exchanges, when appropriate.
Management believes the unaudited Consolidated Financial
Reports for Registrant and its subsidiary for the second quarter,
six months ended September 30, 1997 fairly represent the
Registrant's financial condition, and by specific reference these
Financial Reports are hereby incorporated.
Earnings for the Registrant and its Subsidiary with
comparisons of 1995 and 1996 together with notes to the statements
together with the financial reports are filed herein. Management
believes that their analysis is in accordance with these reports
which give a fair view of the Registrant and its Subsidiary's
financial condition and reflect the results of operation.
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Item 3. DELAY IN FILING FINANCIAL INFORMATION
None, report contained herein is timely filed. For the second
quarter ended September 30, 1997, the Registrant is current and up
to date with all required reports, comments, 8-K, 10-Q and 10-K,
and amendments thereto, filings with the Securities and Exchange
Commission through the date hereof.
Item 4. FINANCIAL STATEMENTS:
The Index to the unaudited Consolidated Financial Statements
indicate the attached financial statements filed herein for
Registrant, its wholly-owned subsidiary, Global Technologies S.A.
Item 5. MANAGEMENT'S ANALYSIS OF QUARTERLY STATEMENTS:
Management's analysis of this quarterly report give a fair
view of the Registrant and its Subsidiary's financial condition, as
further set forth in Item 2 herein.
Item 6. OTHER FINANCIAL INFORMATION:
No other financial information is reported other than the
Registrant and its subsidiary have operated as set out in the
summaries of operations filed herein. It should be noted that the
unaudited consolidated financial reports filed herein contain the
information for the six months ended September 30, 1997 for
Registrant and subsidiary.
Item 7. LETTER FROM COMPANY'S MANAGEMENT:
No letter submitted, nor required at this time. See Part I,
Item 2 herein.
Item 8. FILINGS OF OTHER STATEMENTS IN CERTAIN CASES:
None at this time.
Item 9. EXHIBITS, FINANCIAL:
None at this time. Financial, see Part I herein.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
There are no legal proceedings presently, nor are any
anticipated.
ITEM 2. CHANGES IN SECURITIES:
THERE IS NO CHANGE IN THE STATUS OF THE REGISTRANT AS A
REPORTING COMPANY AT THIS TIME. The Registrant is required to file
annual reports under the Securities Exchange Act of 1934,
Commission File No. 0-8730. Securities previously traded O.T. C.,
in the pink sheets, listed NASDAQ Trading Symbol AMII, Standard &
Poor's CUSIP 026801-10-0. Registrant was de-listed in 1983 and is
not presently listed on any Exchange.
In the 1970's, due to the company's number of shareholders and
assets, Registrant became qualified and was required to file a Form
10 registration with the Securities and Exchange Commission. From
the 1970's, Registrant listed on the exchange OTC, trading symbol
AMII, a trading company for several years until late 1983.
Thereafter, the company continued as a reporting company after
being de-listed from NASDAQ as a result of the company's reduction
of assets; divested itself of various subsidiaries, no longer
qualified or required to maintain its position for the Registrant's
stockholders to trade their securities through the NASDAQ system.
The previous securities registered in the float from the year
1920 through the date herein have been fully reported in
Registrant's annual report, as well as filed herein.
Of the 20,000,000 registered free trading shares in the float
33.98% is owned by the public as of the annual report dated March
31, 1997. The remaining 66.02% are owned beneficially or
indirectly by the Directors or Officers of Registrant, as a group.
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ITEM 3. CHANGES IN SECURITY FOR REGISTERED SECURITIES:
None. The 20,000,000 free trading shares is further reported
in Item 2 herein.
ITEM 4. DEFAULTS UPON SENIOR SECURITIES:
None. (See Item 7, Part II, for Submission of Matters to a
Vote.)
ITEM 5. INCREASE IN AMOUNT OUTSTANDING OF SECURITIES OR
INDEBTNESS:
(a) The total 20,000,000 shares registered free trading are
outstanding reported herein for the 10-Q second quarter ended
September 30, 1997 of the 50,000,000 authorized shares of common
stock at .10 par value for an aggregate value of $5,000,000.
(b) The amount of Investment Legend Securities, outstanding
purchased by stockholders of record is 445 shares sold at $20 per
share and 5,950 shares being held at $25 per share as reserved
shares for convertible notes due 1997 and 1998.
ITEM 6. DECREASE IN AMOUNT OUTSTANDING OF SECURITIES OR
INDEBTNESS:
None. (See Item 9 for Exhibits and Reports)
ITEM 7. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
There are no matters at this time needed to be submitted to
the vote of security holders. All matters needed to be voted on by
the security holders were motioned, seconded and voted on and
approved by 88% of the Stockholders of Record by voice or proxy at
the Annual Stockholder's Meeting September 20, 1996.
ITEM 8. OTHER MATERIALLY IMPORTANT EVENTS:
NOT REPORTED ON FORM 8-K
None at this time. All important events have been reported in
previous 10-Q's, 10-K's and amendments thereto, and were not
required to be reported in 8-K's or 8-K/A's other than the previous
filings through the date hereof.
ITEM 9. EXHIBITS AND REPORTS:
Exhibit 1 - Financial Data Schedule as required with electronic filings
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN INDUSTRIES, LTD.
By
George Balis, President
Dated: , 1997.
Pursuant to the requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Director, , 1997
/S/ George Balis President, Chairman of the
Board
Director, , 1997
/S/ Mary E. Kinn Vice President and Secretary
Director, , 1997
/S/ Joseph Ortiz Vice President and Treasurer