1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15 (b) of the Securities Exchange Act of 1934 For Quarter Ended: June 30, 1996 Commission File Number: 0-13670 TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. ------------------------------------------ (Exact name of registrant as specified in character) Delaware 13-3187778 ----------------------------- ------------------ State or other jurisdiction of IRS Employer Incorporation or organization Identification No. 537 Steamboat Road Greenwich, Connecticut 06830 ---------------------- ----- 203-629-1400 ------------ (Registrant's telephone number, including area code) Indicate by check mark whether the registrants (1) has filed all reports required to be filed by section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 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 --- --- At August 12, 1996, there were 21,737,000 shares of the Company's common stock outstanding. PAGE 1 OF 9 2 INDEX PART I. Financial Information Item 1. Consolidated Financial Statements Consolidated Balance Sheet as of June 30, 1996 Consolidated Statements of Operations for the Three Months Ended June 30, 1996 and June 30, 1995 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1996 and June 30, 1995 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PAGE 2 OF 9 3 TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET June 30, 1996 ASSETS ASSETS $ -- =========== LIABILITIES AND STOCKHOLDERS' DEFICIENCY ACCRUED EXPENSES $ 226,726 DUE TO HELM RESOURCES, INC 880,567 ----------- TOTAL LIABILITIES 1,107,293 ----------- STOCKHOLDERS' DEFICIENCY: 1991 Series A Preferred Stock $.01 par value shares; 20,000,000 shares authorized; 1,000,000 shares issued and outstanding 10,000 Common stock, $.01 par value 80,000,000; shares authorized; 21,737,000 shares issued and outstanding 217,370 Additional paid-in capital 6,019,580 Deficit (7,339,243) ----------- (1,092,293) Less: Notes receivable (15,000) ----------- TOTAL STOCKHOLDERS' DEFICIENCY (1,107,293) ----------- $ -- =========== See accompanying notes to consolidated financial statements PAGE 3 OF 9 4 TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended June 30, -------------------------------- 1996 1995 ------------ ------------ REVENUES $ -- $ -- ------------ ------------ EXPENSES: General and administrative 4,150 5,150 Interest expense (affiliates) 2,750 2,750 ------------ ------------ Total expenses 6,900 7,900 ------------ ------------ NET LOSS $ (6,900) $ (7,900) ============ ============ LOSS PER SHARE $ -- $ -- ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 21,737,000 21,827,000 ============ ============ See accompanying notes to consolidated financial statements PAGE 4 OF 9 5 TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS Six months ended June 30, -------------------------------- 1996 1995 ------------ ------------ REVENUES $ -- $ -- ------------ ------------ EXPENSES: General and administrative 8,300 11,300 Interest expense (affiliates) 5,500 5,500 ------------ ------------ Total expenses 13,800 16,800 ------------ ------------ NET LOSS $ (13,800) $ (16,800) ============ ============ LOSS PER SHARE $ -- $ -- ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 21,737,000 21,962,000 ============ ============ See accompanying notes to consolidated financial statements PAGE 5 OF 9 6 TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, --------------------- 1996 1995 -------- -------- Net cash provided (used) by operating activities $ -- $ (137) Cash and cash equivalents at beginning of period -- 296 -------- -------- Cash and cash equivalents at end of period $ -- $ 159 ======== ======== See accompanying notes to consolidated financial statements PAGE 6 OF 9 7 TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1) The accompanying condensed financial statements are unaudited, but in the opinion of the Company's management, include all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of financial position and results of operations. Interim results are not necessarily indicative of results for a full year. 2) Helm Resources Inc. is the beneficial owner of 60.8% of the Company's common stock. 3) On October 20, 1993, the Company entered into an agreement with Technology Applied Systems Corporation ("TASC"), whereby it assigned to TASC all rights to sell, manufacture, develop and distribute its products. In consideration for the transfer of rights to TASC and the ability to provide ongoing support to the Company, on a installed customer base, TASC agreed to pay to the Company, on a quarterly basis, a royalty equal to 10% of (i) the net sales price of products sold by TASC to distributors and/or end-users and (ii) the net sales price of derivatives, enhancements, modifications and successors of the products sold by TASC to distributors and/or end-users, which utilize certain product modules only, based upon the allocable portion of such derivative, enhancement, modifications and successors attributable to the modules. To date no significant revenues have been derived from the TASC agreement, and the Company does not anticipate that it will receive any significant revenues from this agreement in the future. PAGE 7 OF 9 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS At the present time, the Company has no operating assets or operations. Management is engaged in efforts to locate additional businesses or operations in related and unrelated enterprises which could be merged into or acquired by the Company. No assurance can be given, however, that the management will be successful in these efforts. Results of Operations Three Months Ended June 30, 1996 Compared to June 30, 1995 Selling, general and administrative expenses consist of expenses associated with maintaining the Company's records and statutory requirements which are expected to continue in the future. Interest expense is interest on advances from affiliates. Six Months Ended June 30, 1996 Compared to June 30, 1995 Selling, general and administrative expenses consist of expenses associated with maintaining the Company's records and statutory requirements which are expected to continue in the future. Interest expense is interest on advances from affiliates. Liquidity and Capital Resources The Company presently has recorded $226,726 in accrued expenses and $880,567 due to Helm. With respect to the accrued expenses, the Company is working with its creditors to arrange settlements of amounts owing and/or deferrals of payments. No assurance can be given that the Company will be successful in these efforts. As for the amount owing to Helm, Helm has agreed not to demand payment until after December 31, 1996. Accordingly, no amounts are payable to Helm during 1996. There can be no assurance that Helm will provide any additional financing to the Company other than in connection with minimal ongoing corporate expenses, or that additional financing will be available on terms acceptable to the Company or that the Company will be able to operate profitably in the future. Management presently is engaged in efforts to locate additional businesses or enterprises which could be merged into or acquired by the Company. No assurance can be given, however, that management will be successful in this effort. PAGE 8 OF 9 9 SIGNATURES Pursuant to the requirements 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. Date: August 12, 1996 By: /s/ Joseph J. Farley ----------------------------------- Joseph J. Farley, President Date: August 12, 1996 By: /s/ Scott Altman ----------------------------------- Scott Altman,Treasurer Chief Accountant and Principal Financial Officer PAGE 9 of 9 10 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 - Financial Data Schedule