Attached files
| file | filename |
|---|---|
| EX-21 - LIST OF SUBSIDIARIES - EURO GROUP OF COMPANIES, INC. | euro6302010exh21.htm |
| EX-32.1 - CERTIFICATION - EURO GROUP OF COMPANIES, INC. | euro6302010exh321.htm |
| EX-32.2 - CERTIFICATION - EURO GROUP OF COMPANIES, INC. | euro6302010exh322.htm |
| EX-31.2 - CERTIFICATION - EURO GROUP OF COMPANIES, INC. | euro6302010exh312.htm |
| EX-31.1 - CERTIFICATION - EURO GROUP OF COMPANIES, INC. | euro6302010exh311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934
For the six month period ended June 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Euro Group of Companies, Inc.
(Exact name of small business issuer as specified in its charter)
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Delaware
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13-4070586
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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Incorporation or organization)
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Euro Group of Companies, Inc.
10 Midland Avenue, Port Chester, NY 10573
(914) 937-3900
(Address and telephone number of principal executive offices, principal place
of business, and name, address and telephone number)
ICT Technologies, Inc.
(former name)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [x]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b.2 of the Exchange Act) Yes [ ] No [x]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Common Stock, par value $0.001, 115,220,793 shares outstanding as of May 20, 2011.
EURO GROUP OF COMPANIES, INC.
TABLE OF CONTENTS
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Part I – Financial Information
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Item 1. Financial Statements
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Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009 (unaudited)
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F-1 |
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Consolidated Statements of Operations for the three and six months ended June 30, 2010 and June 30, 2009 (unaudited)
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F-2 |
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Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and June 30, 2009 (unaudited)
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F-3 |
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Notes to Consolidated Financial Statements
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F-4 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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2 |
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Item 3. Controls and Procedures
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4
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Part II – Other Information
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Item 1. Legal Proceedings.
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5
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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5 |
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Item 3. Defaults Upon Senior Securities
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5
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Item 4. Submission of Matters to a Vote of Security Holders
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5
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Item 5. Other Information
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5
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Item 6. Exhibits and Reports on Form 8-K.
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5
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Signatures
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6
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EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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June 30, 2010
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December 31, 2009
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(Unaudited)
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(Unaudited)
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CURRENT ASSETS
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Cash and cash equivalents
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$ | 77,257 | $ | 1,677 | ||||
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Accounts receivable, less allowance for doubtful accounts of $147,597 and $197,025, respectively
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(25,074 | ) | 69,918 | |||||
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Loan receivable - short term
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3,000 | - | ||||||
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Inventory
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91,720 | 578,628 | ||||||
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Deposits for future inventory purchases
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210,344 | 127,697 | ||||||
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Prepaid Expenses
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91,630 | - | ||||||
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Total current assets
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448,877 | 777,920 | ||||||
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Property and equipment, less accumulated depreciation of $159,177 and $117,215 respectively
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53,700 | 112,845 | ||||||
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Security deposits - retail store
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13,980 | 14,330 | ||||||
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TOTAL ASSETS
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$ | 516,557 | $ | 905,095 | ||||
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CURRENT LIABILITIES
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Bank overdrafts
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$ | 34,293 | $ | 34,293 | ||||
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Bank lines of credit
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- | 210,422 | ||||||
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Accounts payable and accrued expenses
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1,012,276 | 1,160,927 | ||||||
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Payroll taxes and withholdings
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633,718 | 653,417 | ||||||
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Deferred activations
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213,966 | - | ||||||
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Customer deposits
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207,158 | - | ||||||
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Common stock subject to put feature (Note 10)
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248,000 | 323,000 | ||||||
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Total current liabilities
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2,349,411 | 2,382,059 | ||||||
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LONG TERM LIABILITIES
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Loans payable
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178,351 | - | ||||||
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Loans payable to related parties
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1,965,248 | 2,177,168 | ||||||
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TOTAL LIABILITIES
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$ | 4,493,010 | $ | 4,559,227 | ||||
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STOCKHOLDERS' EQUITY (DEFICIENCY)
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Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued
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- | - | ||||||
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Common stock, $.001 par value, 200,000,000 shares authorized;
issued and outstanding 115,260,793, and 113,075,793 shares, respectively
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115,261 | 113,076 | ||||||
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Additional paid-in capital
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6,202,018 | 6,048,273 | ||||||
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Subscription receivable
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(25,000 | ) | (25,000 | ) | ||||
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Retained earnings (deficit)
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(10,268,732 | ) | (9,790,481 | ) | ||||
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Total stockholders' equity (deficiency)
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(3,976,453 | ) | (3,654,132 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
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$ | 516,557 | $ | 905,095 | ||||
| - | - | |||||||
F-1
EUROGROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three months ended June 30
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Six months ended June 30
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2010
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2009
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2010
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2009
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(Unaudited)
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(Unaudited)
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(Unaudited)
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(Unaudited)
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Sales
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$ | 18,865 | $ | 115,153 | $ | 58,756 | $ | 215,390 | ||||||||
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Less Cost of sales
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10,495 | 115,346 | 22,594 | 200,155 | ||||||||||||
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Gross profit
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8,370 | (193 | ) | 36,162 | 15,235 | |||||||||||
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Selling, general and administrative expenses
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148,293 | 257,616 | 1,347,285 | 653,780 | ||||||||||||
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Loss from operations
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(139,923 | ) | (257,809 | ) | (1,311,123 | ) | (638,545 | ) | ||||||||
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Loss from inventory adjustment
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- | - | (346,428 | ) | - | |||||||||||
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Interest expense
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(2,730 | ) | (27,461 | ) | - | (27,728 | ) | |||||||||
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Net loss
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$ | (142,653 | ) | $ | (285,270 | ) | $ | (1,311,123 | ) | $ | (666,273 | ) | ||||
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Basic and diluted earnings (loss) per common share
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(0.00 | ) | (0.00 | ) | (0.01 | ) | (0.01 | ) | ||||||||
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Weighted average shares outstanding, basic and diluted
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115,004,394 | 112,651,403 | 114,141,232 | 112,383,660 | ||||||||||||
F-2
EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(RESTATED)
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Six Months Ended June 30
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2010
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2009
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(unaudited)
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(unaudited)
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Operating Activities
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Net (loss)
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$ | (1,660,281 | ) | $ | (666,273 | ) | ||
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Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
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Depreciation and amortization
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35,396 | 13,132 | ||||||
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Stock for consulting services
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- | 6,250 | ||||||
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Interest on common stock subject to put feature
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2,730 | - | ||||||
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Loss on inventory adjustment
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346,428 | - | ||||||
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Provision for returns and allowance for doubtful accounts and bad debts write-offs
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503,679 | - | ||||||
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Changes in operating assets and liabilities
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Receivables
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91,992 | (52,986 | ) | |||||
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Inventories
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486,908 | 95,624 | ||||||
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Deposits for future inventory purchases
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(82,647 | ) | - | |||||
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Deposit and prepaid expenses
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(91,280 | ) | 23,099 | |||||
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Customer deposits and deferred activations
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421,124 | 284,582 | ||||||
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Accounts payable and accrued expenses
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(148,651 | ) | - | |||||
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Common stock subject to put feature
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75,000 | - | ||||||
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Payroll taxes and withholdings
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(19,699 | ) | 168,094 | |||||
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Net cash (used for) operating activities
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(39,301 | ) | (128,478 | ) | ||||
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Investing Activities
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Property and equipment disposals
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23,751 | - | ||||||
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Net cash (used for) investing activities
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23,751 | - | ||||||
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Financing Activities
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Increase (decrease) in loans payable to related parties
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(211,920 | ) | (8,583 | ) | ||||
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Proceeds from loans
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213,350 | - | ||||||
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Proceeds from sale of common stock
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89,700 | 135,250 | ||||||
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Net cash provided by financing activities
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91,130 | 126,667 | ||||||
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Net increase (decrease) in cash
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75,580 | (1,811 | ) | |||||
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Cash and cash equivalents at beginning of period
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1,677 | 1,848 | ||||||
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Cash at end of period
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$ | 77,257 | $ | 37 | ||||
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Significant non-cash investing and financing activities:
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273,000 shares were issued as interest for shares subject to put feature
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50,000 shares were issued for $5,000 worth of legal services
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F-3
EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(UNAUDITED)
NOTE 1- Organization and Business Operations
Euro Group of Companies, Inc. (“EGCO”) formerly ICT Technologies, Inc. (“ICTT”) was incorporated in Delaware on May 27, 1999. EGCO has five wholly-owned subsidiaries; Europhone USA, Inc. (“FONE1”), a New York corporation incorporated on March 17, 2000; Europhone Inc. (“FONE2”), a New York corporation incorporated on May 24, 2001; Eurospeed, Inc. (“EUROSPEED”),a New York corporation incorporated on November 19, 2001; Eurokool, Inc. (“EUROKOOL”), a New York corporation incorporated on February 21, 2002; and Europhone USA, LLC (“EUROFONE”), a New York limited liability company formed on August 2, 2002.
EGCO and its subsidiaries (collectively, the “Company”) operate from leased offices in Port Chester, New York. EGCO is a holding company and its subsidiaries were formed to engage in the distribution of various products manufactured by unrelated third parties.
NOTE 2- Interim Financial Statements
The unaudited financial statements for the three and six months ended June 30, 2010 and 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2010 and the results of operations and cash flows for the six months ended June 30, 2010. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and six month periods ended June 30, 2010 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2010. The balance sheet at December 31, 2009 has been derived from the unaudited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with the accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with the unaudited financial statements and notes thereto for the year ended December 31, 2009 as included in our report on Form 10-K.
NOTE 3- Inventories
Inventory as of June 30, 2010 was $91,720, and consisted of World Sim Cards and other telecommunications equipment.
NOTE 4- Bank Overdrafts
At June 30, 2010, bank overdrafts (inactive status) consisted of:
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ICTT bank account overdraft facility
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$ | 1,698 | |
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FONE1 bank account overdraft facility
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32,595 | ||
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Total
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$ | 34,293 | |
F-4
EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(UNAUDITED)
The overdraft facilities provide for interest at a rate of 9% per annum. Repayment is past due and the bank has orally agreed to suspend the accrual of interest on the balance through December 31, 2011. The loans are personally guaranteed by the Company’s chief executive officer.
NOTE 5- Property and Equipment
Property and Equipment consisted of the following:
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June 30, | December 31, | ||||||
| 2010 | 2009 | |||||||
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Computer equipment and software
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$ | 82,290 | $ | 82,290 | ||||
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Furniture and fixtures
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72,758 | 79,24 | ||||||
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Leasehold improvements
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57,829 | 66,878 | ||||||
| 212,877 | 228,915 | |||||||
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Less accumulated depreciation )
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(147,597 | ) | (117,215 | ) | ||||
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Property and equipment, net
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Of accumulated depreciation
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$ | 73,700 | $ | 112,845 | ||||
NOTE 6- Income Taxes
EGCO files consolidated income tax returns with its subsidiaries for federal and state reporting purposes. For the six months ended June 30, 2010 and 2009, the provision for (benefit from) income taxes consisted of:
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Six months ended June 30,
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2010
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2009 | |||||||
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| Current |
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| Federal | $ | -- | $ | -- | ||||
| State | -- | -- | ||||||
| Total curent provision | -- | -- | ||||||
| Deferred | ||||||||
| Federal | -- | -- | ||||||
| State | -- | -- | ||||||
| Total deferred provision | -- | -- | ||||||
| Total income tax expense | $ | -- | $ | -- | ||||
F-5
EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(UNAUDITED)
Deferred income taxes arise from temporary differences resulting from income and expense items reported in different periods for financial accounting and tax purposes. The sources of deferred income taxes and their tax effects are the result of nondeductible provisions for returns and doubtful accounts and net operating loss carry-forwards. The benefit resulting from deferred taxes has been fully reserved.
NOTE 7- Payroll Taxes and Withholdings
At June 30, 2010 payroll taxes and withholdings consisted of:
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Federal social security and income tax
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$ | 539,652 | |
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New York State income tax
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72,278 | ||
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New York State Department of Labor
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5,810 | ||
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New Jersey State income tax
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197 | ||
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New York State Workers’ Compensation Board
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15,786 | ||
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$ | 633,718 | |
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The balances represent unpaid payroll taxes and withholdings for certain periods from October 2002 to June 30, 2010. The Company has asked the Internal Revenue Service to consider a revised installment schedule to pay its federal liability but has not reached such an agreement.
NOTE 8- Loans Payable to Related Parties
At June 30, 2010, net loans payable to related parties consisted of:
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Due to chief executive officer and affiliates:
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$ | 1,965,278 | ||
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Total
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$ | 1,965,278 | ||
The loans payable to related parties do not bear interest and were due on demand. In May 2011, the related parties agreed not to demand repayment of these loans without 370 days notice, and accordingly the Company continues to classify these loans as long term liabilities.
NOTE 9- Common Stock Subject to Put Feature
Six shareholders who purchased 496,000 shares of common stock at a price per share of $0.25 in the fourth quarter 2008 have the right to “put” those shares of common stock back to the Company at a price per share of $.50, at any time six months after the date of purchase. Accordingly, the Company has classified the proceeds from these sales as a current liability, and has excluded these shares from stockholders’ equity (deficiency). The $124,000 potential increase in the amount to be paid is being expensed as interest expense over the six month period succeeding the respective purchases. An interest expense charge of $41,333 has been taken in the fourth quarter 2008, and the balance was recognized in 2009. In first quarter 2009 an additional three shareholders purchased a total of 50,000 shares of common stock at a price of $1.00 per share and have the right to “put” these shares back to the Company at a price of $1.50 per share. The proceeds from these sales have been classified as a current liability and the potential increase in the amount to be paid of $25,000 has been expensed as interest expense.
F-6
EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(UNAUDITED)
In second quarter 2010 the shareholders with a right to “put” shares back to the Company received an additional 273,000 shares of common stock as “forbearance” shares due to the Company’s inability to repurchase their shares as agreed.
NOTE 10- Commitments and Contingencies
Lease Agreements In April 2008 Euro Group entered into a five year lease agreement for office space at 10 Midland Avenue, Port Chester, New York, with
the lease term commencing in May 2008 and expiring in May 2013. As part of the negotiation the Company received three months free rent and commenced rent payments in August 2008. The annual rent fro year one of the lease was $26,292 with annual increases of 3% for the term of the lease. The Company is also responsible for paying, on a monthly basis, its pro-rata share of real estate taxes, operating expenses and electric charges.
NOTE 11- Segment Information
The determination of the company’s business segments is based on how the company monitors and manages the performance of its operations. The Company’s operating segments are strategic business units that offer different products and services. They are managed separately because each requires different marketing strategies, personnel skill sets and technology.
The Company allocates revenues, expenses, assets and liabilities to segments only where directly attributable. The unallocated corporate administration amounts are costs attributed to finance, corporate administration, human resources, legal and corporate services. Reconciling items represent elimination of inter-segment income and expense items, and are included to reconcile segment data to the consolidated financial statements.
A summary of the Company’s segments for the three and six months periods ended June 30, 2010 and 2009 was as follows:
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Telephone | |||||||||||||||
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products and | Transaportation | Unallocated | |||||||||||||
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services | products | Corporate | |||||||||||||
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(Europhone) | (Eurospeed) | Administration | Total | ||||||||||||
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Segment | Segment | Amounts | Amount | ||||||||||||
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Three Months Ended June 30, 2010
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Total revenues
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$ | 18,965 | $ | -- | $ | -- | $ | 18,865 | ||||||||
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Income (loss) from Operations
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( 57,820 | ) | -- | ( 82,103 | ) | (139,923 | ) | |||||||||
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Depreciation expense
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-- | -- | 17.698 | 17,698 | ||||||||||||
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Total assets
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287,953 | -- | 228,604 | 516,557 | ||||||||||||
F-7
EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(UNAUDITED)
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Three Months Ended June 30, 2009
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Total revenues
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$ | 20,784 | $ | 94,639 | $ | -- | $ | 115,153 | ||||||||
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Income (loss) from Operations
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(210,129 | ) | 8,141 | (55,821 | ) | (257,809 | ) | |||||||||
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Depreciation expense
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-- | -- | 6,566 | 6,566 | ||||||||||||
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Total assets
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371,633 | 586,481 | 166,829 | 1,124,943 | ||||||||||||
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Telephone | |||||||||||||||
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products and | Transportation | Unallocated | |||||||||||||
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services | products | Corporate | |||||||||||||
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(Europhone) | (Eurospeed) | Administration | Total | ||||||||||||
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Segment | Segment | Amounts | Amount | ||||||||||||
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Six Months Ended June 30, 2010
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Total revenues
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$ | 58,576 | $ | -- | $ | -- | $ | 58,576 | ||||||||
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Income (loss) from Operations
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(44,400 | ) | (1,091,123 | ) | (175,600 | ) | (1,311,123 | ) | ||||||||
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Depreciation expense
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-- | -- | -- | 7,868 | ||||||||||||
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Total assets
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287,953 | -- | 228,604 | $ | 516,557 | |||||||||||
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Six Months Ended June 30, 2009
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||||||||||||||||
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Total revenues
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$ | 120,761 | $ | 94,639 | -- | $ | 215,390 | |||||||||
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Income (loss) from Operations
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(478,598 | ) | (37,397 | ) | (122,550 | ) | (638,545 | ) | ||||||||
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Depreciation expense
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13,132 | -- | -- | 13,132 | ||||||||||||
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Total assets
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371,633 | $ | 586,481 | $ | 166,829 | $ | 1,124,943 | |||||||||
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F-7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
The Company is actively marketing its telephone products and services. The Company’s Exclusive distributor for transportation was terminated in 2009 and subsequently filed for bankruptcy. No replacement has been indentified and the Company is not actively marketing transportation products at this time. We will require additional capital in order to expand our operations and implement our business plan and we have no firm commitments for capital at this time.
In 2002, the Company entered into an agreement for the purchase of the assets and the business of Europhone USA, Inc., Eurokool and Eurospeed resulting in our assumption of manufacturing and distribution agreements for long distance calling cards and related activities, air conditioners and scooters. The Company has since expanded and modified the scope of its business and prospective business to include prepaid calling cards, e-pins and Sim chips as well as cell phones. The Company has previously been active in the marketing of transportation products, but is not actively marketing them at this time. The goal has been and continues to be, the manufacture or assembly and marketing of products under the “Eugro” and “Euro” brand names.
We are currently located in Port Chester, New York. Euro Group of Companies is a holding company whose subsidiary companies market and sell the “Euro” and “Eugro” families of products. The Company operates in three separate and distinct business areas – we are currently marketing telecommunications products and services and plan to commence marketing of consumer products at some time in the future. Additional information on these businesses can be found in the “Business” section of the Company’s 10-k report.
To satisfy any future sales of transportation products at such time as we might resume marketing these products, we plan to purchase motorcycles and scooters from contract manufacturers located in the People’s Republic of China (“PRC”) with whom we have contracted to produce Eurospeed-branded products. The Company relies upon the continued ability of the Chinese manufacturers to provide such pricing, payment terms, product quality and certification with USDOT and EPA to remain competitive.
The Company’s exclusive distributor of Eurospeed, Inc. products in the United States, Canada and Puerto Rico, American Motor Sports, LLC, failed to meet the minimum unit sales requirements for the initial twelve month term of the Agreement and the additional three months provided to “cure” the deficiency and the exclusive distribution agreement was terminated by Eurospeed, Inc. in July 2009. The Company is currently considering alternative strategies for the marketing of transportation products in the United States, Canada, Puerto Rico and worldwide.
We have entered into agreements with manufacturers in China, Taiwan and Korea to produce our mobile phone and consumer electronics products.
Business Activities
The Company’s revenue during the six months ended June 30, 2010 totaled $58,756 from the sale of telecommunications products and services. See our ”Business” section, above, for a more detailed description of these businesses and our related manufacturer and distribution agreements.
Europhone USA LLC markets prepaid wireless services for both residential and corporate users that allow users to purchase either unlimited calling services for a set period of time (a week or a month, for instance), or a designated amount of long distance minutes (the “minute plan”) to make calls from virtually any telephone worldwide. These phone cards can be used either until the time period lapses, in the case of the international unlimited card, or until the prepaid minute air time charges and other charges equal the total value of the card. Revenue for these prepaid minute cards is recognized upon activation of prepaid cards regardless of whether all the time is used as prepaid minute cards are non-returnable. Management believes that once the card is activated the face amount of the card is consumed within 30 to 60 days through usage and fees. During the quarter ended June 30, 2010 the Company’s Europhone subsidiary sold international calling cards and services aggregating $18,865.
2
In the quarter ended June 30, 2010 we recorded no sales of Eurospeed products, as compared to sales of Eurospeed products in the second quarter 2009 aggregating $94,639 to Latin American and European customers.
We have continued to finance our activities through the sale of equity through private placements and the resources of management and have devoted the majority of our efforts to implementing our marketing plans for telecommunications products, transportation products, and consumer electronic products and appliances; developing sources of supply; further developing our product offering; developing and testing marketing strategy; and expanding the management team.
Results of operations for the six months ended June 30, 2010, as compared with June 30, 2009 are as follows:
For the six months ended June 30, 2010 revenue was $58,756 compared to revenue for six months ended June 30, 2009 of $215,390. The decrease in revenue was primarily attributable to; 1) Transportation Products sales of $94,639 in 2009 compared to $0 in the first six months of 2010, and 2) telecommunication product sales of $58,756 compared to telecommunication product sale of $120,761 for the first six months of 2009. The Company’s exclusive distributor for the sale of transportation products failed to meet the minimum unit purchase requirement and other parts of the distribution agreement, and was terminated in July, 2009. The Company is currently reorganizing its marketing strategy for the sale of transportation products in the United States and elsewhere.
Cost of sales decreased to $22,594 for the six month period ended June 30, 2010 from $200,155 for the six months ended June 30, 2009. Gross profit for the six months June 30, 2010 was $36,162 compared to gross profit of $15,235 for the six months ended June 30, 2009.
Selling, general and administrative expenses increased to $1,347,285 through the second quarter of 2010 compared to $633,780 through the second quarter of 2009, an increase of $713,505.
The increase in selling, general and administrative expenses through the second quarter is primarily to the write-off of accounts receivable and inventory in the transportation products segment of the business after the former exclusive distributor was declared to be bankrupt.
The net loss for the six months ended June 30, 2009 was $1,311,123 compared to a net loss of $666,723 for the six-month period ended June 30, 20008, a deterioration of $644,400.
Results of operations for the three months ended June 30, 2010 as compared with June 30, 2009 are as follows:
For the three months ended June 30, 2010, the company generated net sales of $18,865, as compared to $115, 153 for the same period last year, a decrease of $96,288. The decrease was primarily attributable to our withdrawal from the marketing of transportation products in the United States. Additionally, in second quarter 2010, the Company’s Chairman and Chief Executive Officer (and principal marketing officer) suffered a sever heart attack and was incapacitated for a lengthy period of time.
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Cost of sales for the three months ended June 30, 2010 decreased to $10,495, compared to $115,346 for the three months ended June 30, 2009, a decrease of $104,851.
The Company’s selling, general and administrative costs aggregated $148,293 for the three months ended June 30, 2010, as compared to $257,616 for the same period last year, representing a decrease of $109,323, or 42%. The decrease in expense was primarily attributable to lower salary expenses and professional fees.
The net loss for the three months ended June 30, 2010 was $142,653 compared to a net loss of $326,604 for the period ended June 30, 2009.
Liquidity and Capital Resources
At June 30, 2010 the Company had a working capital deficit of approximately $1,009,534 as compared to a working capital deficit of approximately $1,604,139 at December 31, 2009, and a stockholders’ deficiency of $3,976,453 compared to $3,654,132 at December 31, 2009. Cash flow used for operations for the six months ended June 30, 2010 was approximately $39,301, compared to the cash flow used for operations of approximately $128,478 for six months ended June 30, 2009. The Company has experienced losses in the past, and has an accumulated deficit of approximately $10,268,732. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These conditions continue to raise doubt about the Company’s ability to continue as a going concern. Management’s plans with respect to these matters include restructuring its existing debt, raising additional capital through future issuances of stock and/or other equity, and finding profitable markets for its products to generate sufficient cash to meet its business obligations. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue operations and/or the development of its product marketing plan and distribution network. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
At June 30, 2010, loans payable to related parties were $1,965,248. These loans have been reclassified to Long-term liabilities, and repayment will not be demanded before June 2012.
At June 30, 2010 the Company was in default of the payment terms of the bank overdraft facilities aggregating $34,293. The bank has agreed to suspend the accrual of interest on the balances due through December 31, 2010. The bank overdraft facilities are personally guaranteed by the Chief Executive Officer.
In the second quarter 2010 the Company sold 1,312,000 restricted shares of common stock at an average price of $0.06 per share for gross proceeds of $76,200. In addition the Company issued 273,000 restricted shares of common stock as “forbearance shares” to nine shareholders who hold “put” option shares (Note 9).
In the six months ended June 30, 2009 the Company sold 1,847,000 restricted shares of common stock for gross proceeds of $124,700, issued 50,000 restricted shares of common stock in lieu of cash for consulting purposes, and issued 273,000 restricted shares of common stock as “forbearance” shares.
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Item 3. Controls and Procedures
a. Evaluation of Disclosure Controls and Procedures
Based on and evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended were effective as of June 30, 2010 to ensure that the information required to be disclosed by the Company in reports that it flies or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and also designed to ensure that information required to be disclosed in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
b. Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended June 30, 2010 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
In May 2010 judgments in the amount of $45,565.74 and $20,030.00, against Europhone USA LLC and Eurospeed Inc. respectively, were entered in the Supreme Court of the State of New York, County of Queens on behalf of Bridge Side Development, LLC.
On May 3, 2010 the Company was served notice of a suit initiated by Taizhou Zhongneng Import and Export in the Southern District of New York. Plaintiff seeks an aggregate sum of $485,504.22 for an alleged breach of contract. The Company has retained counsel and is working toward a negotiated settlement.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended June 30, 2010, the Company raised $76,200 through the sale of 1,312,000 restricted shares of common stock. In addition 273,000 restricted shares of common stock were issued to shareholders with “put” option shares for their continued forbearance. The proceeds of these sales were used for general corporate purposes. The Company issued these shares in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of matter to a Vote of Security Holders
None
Item 5. Other Information
None
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Item 6. Exhibits and Reports on Form 8-K
| 21.1 |
List of Subsidiaries
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| 31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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| 31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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| 32.1 |
Certification of Chief Executive Officer pursuant to 8 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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| 32.2 |
Certification of Chief Financial Officer pursuant to 8 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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In accordance with Section 13 or 15(d) of the securities Exchange Act of 1934, Euro Group of Companies, Inc has duly caused this financial report on Form 10-Q for the quarter ended June 30, 2010 to be signed by the undersigned, thereunto duly authorized.
EURO GROUP OF COMPANIES, INC.
May 23, 2011
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/s/ Vasilios Koutsobinas
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Vasilios Koutsobinas
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Chief Executive Officer, |
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Director |
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(Principal Executive Officer) |
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May 23, 2011
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s/ Andrew Eracleous
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Andrew Eracleous
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Chief Financial Officer
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Director
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(Principal Financial and
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Accounting Officer)
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6
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Exhibits
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Number
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Description of Exhibits |
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21
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List of Subsidiaries.
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31.1
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Certification of the Company's Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act.
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|
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31.2
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Certification of the Company's Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act.
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32.1
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Certification of the Company's Chief Executive Officer pursuant to18 U.S.C. Section 1350
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32.2
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Certification of the Company's Chief Financial Officer pursuant to 18 U.S.C. Section 1350 |
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