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: September 30, 1996 ------------------ Commission File Number: 0-13670 ------- TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. ---------------------------------------------------- (Exact name of registrant as specified in character) Delaware 13-318778 - -------- --------- State or other jurisdiction of IRS employer Incorporation or organization Identification No. 537 Steamboat Road Greenwich, Connecticut 06830 - ---------------------- ----- 203-629-1400 ------------ (Registrant's phone number, including area code) Indicate by check mark whether the registrants (1) has filled 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 fill such reports), and (2) has been subject to such filling requirements for the past 90 days. YES X NO ----- ---- At November 11, 1996 there were 21,737,000 shares of the Company's common stock outstanding. PAGE 1 OF 9 2 INDEX PART I. FINANCIAL INFORMATION PAGE ------ Item 1. Consolidated Financial Statements Consolidated Balance Sheet as of September 30, 1996 3 Consolidated Statements of Operations for the Three Months Ended September 30, 1996 and September 30, 1995 4 Consolidated Statements of Operations for the Nine Months Ended September 30, 1996 and September 30, 1995 5 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1996 and September 30, 1995 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8 PAGE 2 OF 9 3 TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1996 ASSETS ASSETS $ ------------ LIABILITIES AND STOCKHOLDERS' DEFICIENCY ACCRUED EXPENSES $ 228,626 DUE TO HELM RESOURCES, INC. 885,567 ------------ TOTAL LIABILITIES 1,114,193 STOCKHOLDERS' DEFICIENCY: 1991 Series A Preferred Stock $.01 par value shares; 20,000,000 shares authorized; 1,000,000 shares 10,000 issued and outstanding Common stock, $.01 par value, 80,000,000; shares authorized; 21,737,000 shares issued and 217,370 outstanding 6,019,580 Additional paid-in capital (7,346,143) ------------ Deficit (1,099,193) Less: Notes receivable (15,000) ------------ TOTAL STOCKHOLDERS' DEFICIENCY (1,114,193) ------------ 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 September 30, ----------------------------------- 1996 1995 ----------- ----------- REVENUES $ _ $ _ ----------- ----------- EXPENSES: General and administrative 4,150 5,400 Interest expense (affiliates) 2,750 2,750 ----------- ----------- Total expenses $ 6,900 $ 8,150 ----------- ----------- NET LOSS $ (6,900) $ (8,150) ----------- ----------- 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 Nine Months Ended September 30, ----------------------------------- 1996 1995 ----------- ------------ REVENUES $ - $ - ----------- ------------ EXPENSES: General and administrative 12,450 16,700 Interest expense (affiliates) 8,250 8,250 ----------- ------------ Total Expenses $ 20,700 $ 24,950 ----------- ------------ NET LOSS $ (20,700) $ (24,950) ----------- ------------ LOSS PER SHARE $ - $ - ----------- ------------ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 21,737,000 22,007,000 =========== ============ See accompanying notes to consolidated financial statements PAGE 5 OF 9 6 TELETRAK ADVANCED TECHNOLOGY SYSTEMS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, --------------------------------- 1996 1995 -------- --------- Net cash provided (used) by operating activities $ - $ (296) -------- --------- Cash and cash equivalents beginning of period - 296 -------- --------- Cash and cash equivalents at end of period $ - $ - -------- --------- 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 annuals) necessary for a fair presentation of financial position and results of operations. Interim results are not necessarily indication 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 an installed customer base, TASC agreed to pay 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 Results of Operations Three Months Ended September 30, 1996 Compared to September 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 in advances from affiliates. Nine Months Ended September 30, 1996 Compared To September, 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 $228,626 in accrued expenses and $885,567 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 business 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: November 11, 1996 By: /s/ Joseph Farley --------------------------------- Joseph J. Farley, President Date: November 11, 1996 By: /s/ Scott Altman --------------------------------- Scott Altman, Treasurer Chief Accountant and Principle Financial Officer PAGE 9 OF 9 10 EXHIBIT INDEX Exhibit No. Description - ------- ----------- 27 Financial Data Schedule