Delaware	13-4070586
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

 

(Address and telephone number of principal executive offices, principal place of business, and name, address and telephone number)

ICT Technologies, Inc.

 

 

 

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [x]

 

 

 

 

 

 

EURO GROUP OF COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

 

		March 31, 2011				December 31, 2010
		(Unaudited)				(Unaudited)
CURRENT ASSETS
Cash and cash equivalents		$	72,730			$	72,730
Accounts receivable, less allowance for doubtful accounts of $147,597 and $147,597, respectively			43,178				43,178
Loan receivable - short term			13,000				13,000
Inventory			76,798				77,616
Deposits for future inventory purchases			210,344				210,344
Prepaid Expenses			92,130				92,130
Total current assets			508,180				508,498
Property and equipment, less accumulated depreciation of $212,730 and $194,573 respectively			-				18,204
Security deposits - retail store			13,980				13,980
TOTAL ASSETS		$	522,160			$	540,782
CURRENT LIABILITIES
Bank overdrafts		$	34,293			$	34,293
Accounts payable and accrued expenses			1,008,118				1,008,193
Payroll taxes and withholdings			633,718				633,718
Deferred activations			213,966				213,966
Customer deposits			207,158				207,158
Common stock subject to put feature (Note 10)			323,000				323,000
Total current liabilities			2,420,253				2,420,328
LONG TERM LIABILITIES
Loans Payable			368,451				368,451
Loans payable to related parties			3,021,090				3,018,014
TOTAL LIABILITIES			5,809,794				5,806,793
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued			-				-
Common stock, $.001 par value, 200,000,000 shares authorized; issued and outstanding 115,246,793,   and 115,246,073 shares, respectively			115,246				115,246
Additional paid-in capital			6,276,526				6,276,526
Subscription receivable			(25,000	)			(25,000	)
Retained earnings (deficit)			(11,654,406	)			(11,632,783	)
Total stockholders' equity (deficiency)			(5,287,634	)			(5,266,011	)
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIENCY)		$	522,160			$	540,782

 

 

F-1

 

 

		Three months ended March 31
		2011				2010
		(Unaudited)				(Unaudited)
Sales		$	20,083			$	39,891
Less Cost of sales			14,000				12,099
Gross profit			6,083				27,792
Selling, general and administrative expenses			27,706				1,198,992
Gain (Loss) from operations			(21,623	)			(1,172,200	)
Loss from inventory adjustment			-				(346,428	)
Net gain ( loss )		$	(21,623	)		$	(1,517,628	)
Basic and diluted earnings (loss) per common share			0.00				(0.01	)
Weighted average shares outstanding basic and diluted			115,246,293				113,293,904

See notes to consolidated financial statements

 

 

F-2

 

 

 

 

EURO GROUP OF COMPANIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Three Months Ended March 31,
		2011				2010
Net gain/(loss)		$	(21,623	)		$	(1,517,628	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization			18,204				17,698
Loss on inventory adjustment			-				346,428
Stock-based compensation			-				-
Provision for returns and allowance for doubtful accounts and bad debts write-offs			-				503,679
Changes in operating assets and liabilities
Receivables			-				65,269
Inventories			818				486,868
Deposits for future inventory purchases			-				(82,647	)
Deposit and prepaid expenses			-				(91,280	)
Customer deposits and deferred activations			-				421,124
Accounts payable and accrued expenses			(75	)			(148,651	)
Common stock subject to put feature			-				75,000
Payroll taxes and withholdings			-				(19,699	)
Net cash (used for) operating activities			(2,576	)			56,161
Investing Activities
Property and equipment disposals			-				23,751
Net cash used for investing activities			-				23,751
Financing Activities
Increase (decrease) in loans payable to related parties			3,076
Proceeds from loans			-				(210,403	)
Proceeds from sale of common stock			-				-
Net cash provided by financing activities			-				48,500
Net increase (decrease) in cash			500				48,009
Cash and cash equivalents at beginning of period			72,230				1,677
Cash at end of period		$	72,730			$	49,686
Significant non-cash investing and financing activities:
… shares were issued for $5,000 worth of legal services
In quarter ending March 31, 2010

 

See nots to consolidated financial statements

 

F-3

EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2011, bank overdrafts (inactive status) consisted of:

 

 

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, 2012. The loans are personally guaranteed by the Company’s chief executive officer.

 
 

 

 

 

 

 

 

 

		March 31,				December 31,
		2011				2010
Computer equipment and software		$	82,290			$	82,290
Furniture and Fixtures			72,758				72,758
Leasehold Improvements			57,829				67,829
			212,777				212,777
Less accumulated and depreciation			(212,777	)			(194,573	)
Property and equipment, net
of accumulated depreciation		$	0			$	18,204

 

 

 

 

 
 

 
 

 

 

 

 

 

 

 

 

Due to chief executive officer and affiliates:		$	3,021,090
Total			3,021,090

 

       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 $0.50, 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.

 

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.

 

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 for calendar year 2011 is $28,168 with annual increases of 3% thereafter 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.

                                                                        

     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 expense items, and are included to reconcile segment data to the consolidated financial statements.

 

 

 

     A summary of the Company's segments for the three month periods ended March 31, 2011 and 2010 was as follows:

 

F-7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	/s/  Vasilios Koutsobinas
	Vasilios Koutsobinas
	Chief Executive Officer,
	Director
June 14, 2011	(Principal Executive Officer)
	/s/  Andrew Eracleous
	Andrew Eracleous
	Chief Financial Officer
	Director
	(Principal Financial and Accounting Officer)

 

 

5

 

 

 

 

Exhibits
Number	Description of Exhibits
21	List of Subsidiaries.
31.1	Certification of the Company's Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act.
31.2	Certification of the Company's Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act.
32.1	Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2	Certification of the Company's Chief Financial Officer pursuant to 18 U. S. C. Section 1350