<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-SB-a
General Form For Registration of Securities
of Small Issuers Under Section 12(b) or 12(g) of
the Securities Exchange Act of 1934
International Environmental Management, Inc.
(Exact name of Small Business Issuer as specified in its Charter)
NEVADA 65-0861102
- ------ ----------
(State or other jurisdiction (IRS Employee
of incorporation or organization) Identification Number)
5801 Wiley Street Hollywood Florida 33023
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(Address of principal executive offices (Zip code)
Issuer's telephone number, including area code: (954) 961-3033.
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
----------------
(TITLE OF CLASS)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(TITLE OF CLASS)
<PAGE> 2
TABLE OF CONTENTS
PART I
<TABLE>
<S> <C>
ITEM 1. DESCRIPTION OF BUSINESS ........................................... 3
ITEM 2. PLAN OF OPERATION ................................................. 4
ITEM 3. DESCRIPTION OF PROPERTY ........................................... 8
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT ........................................................... 8
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS .............................................................. 9
ITEM 6. EXECUTIVE COMPENSATION ............................................ 12
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................... 13
ITEM 8. DESCRIPTION OF SECURITIES ......................................... 13
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER STOCKHOLDER MATTERS ................................. 14
ITEM 2. LEGAL PROCEEDINGS ................................................. 15
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ..................... 15
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES ........................... 15
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS ......................... 16
PART F/S FINANCIAL STATEMENTS AND EXHIBITS ................................. 18
PART III
ITEM 1. INDEX TO EXHIBITS ................................................. 18
ITEM 2. DESCRIPTION OF EXHIBITS ........................................... 18
</TABLE>
<PAGE> 3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the State of Nevada on
September 6, 1995. One July 1, 1999, the Company acquired all of the issued and
outstanding common stock of Broward Recycling, Inc. ("BRI") through the
statutory merger of BRI's parent company, International Management, Inc., of
Florida. The Company's one subsidiary, BRI, was incorporated under the laws of
the State of Florida on 7/10/81. BRI has been in the recycling business for
approximately 18 years. The Company seeks to develop its market reach through
the acquisition, expansion and integration of other recycling companies. The
Company's goal is to be a significant regional supplier of non-ferrous
recyclable materials. In addition, it has identified several other recycling
opportunities in the non-ferrous segment.
Through its subsidiary, ("BRI") the Company was in Hollywood Florida as
an operating entity during the September 6, 1995 through July 1, 1999 period,
operating as Broward Recycling. The company purchased various recyclable metals
from the general public. It sorted and prepared the material to be sold to a
wholesaler. The wholesaler then shipped the material directly to the mills,
which are the end users of the recycled material. The material is melted and
manufactured into new end products. IEMI, as the parent of Broward, currently
engages in the same recycling business.
Through its subsidiary, BRI, the Company currently operates one
recycling location in South Florida. This operation currently services three
counties: Miami-Dade, Broward, and Palm Beach, for a total population served of
5,000,000 people. The Company is a recycling reclamation and processing facility
which processes up to six tons of recyclable material per day. Such material
includes aluminum, copper, brass, stainless steel, and other non-ferrous
materials. In addition, the Company processes five to ten tons of aluminum cans
per month. The purpose of recycling reclamation and processing facilities is to
process recyclable material so that it may be reused by businesses in the
manufacturing of consumable goods. The Company's primary goal is to create
several divisions which each offer a distinct recycling reclamation product.
Ninety five percent of the material that IEMI purchases is purchased
from the general public, generally small businesses. The company does a very
small amount of business with large industrial accounts. The small business
customers deliver their scrap materials to IEMI. These small business customers
are [a] plumbers who recycle their copper tubing and old brass fixtures; [b] air
condition repair services who deliver parts from old units; [c] local garages
which deliver cast aluminum wheels, automobile
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radiators, aluminum evaporator coils and assorted aluminum. IEMI does not have
any contracts with counties in Florida at this time. The company does not have
contracts with its small business clients. The company pays its small accounts
in cash.
IEMI is not tied to one particular source to sell material. Prices are
determined by local conditions. The company sells its material to the buyer that
offers the highest price, most favorable terms of payment, and most favorable
pickup service. The company does not have in place any purchase agreements for
its finished material.
The market for the company's raw finished goods includes the local
entities to whom it sells, and an overseas market. The local market includes
purchasers such as Titan Recycling and Arrow Recycling. The overseas market
includes International Global Metals and East Coast Scrap Metal.
IEMI complies with environmental regulations by obtaining all of the
necessary permits and licenses to operate its facility. The company has current
local City of Hollywood licenses, a regional Broward County license, and a State
of Florida certification to conduct business as a Secondary Metals recycling
facility. No additional licenses or permits beyond those in place are required
for the company's operations at this time. As the Company grows and expands its
business, it may accept in some future material that requires special handling.
IEMI would at that time acquire any necessary licenses or permits.
The industry is highly fragmented and ripe for consolidation through
acquisition. The Company believes that its subsidiary, BRI, has the experience
necessary to acquire solid companies in this profitable and growing industry.
The company is filing the Form 10-SB at this time to create the potential for
capital formation to implement the company's proposed acquisition plan. It is
anticipated by management of the company that liquidity of the company's shares,
combined with a potentially favorable market response to the company, will
facilitate the company as it moves forward to implement its acquisition plan.
Beginning in early 1990, Broward had a large contract with the City of
Hollywood, Florida. That contract was discontinued in March 16, 1996. As a
consequence of that loss, Broward's auditors in 1997 expressed its doubts about
the viability of Broward as a going concern. Accordingly, the Company embarked
upon a plan to acquire capital and enhance the liquidity of the Company's shares
with a view to moving beyond this concern. In this regard, the Company received
paid in capital in cash and notes in 1999 and 2000.
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The Company intends to establish a central processing facility and have
two or three recycling facilities on line which should enable the Company to
expand the number of recyclable items it handles such as newspaper, cardboard,
glass bottles and plastic. As the Company develops these facilities, it will be
in a position to expand its wholesale recycling business. For example, the
Company currently purchases copper, brass and aluminum from plumbing and air
conditioning repair businesses as well as radiators from car radiator shops and
local garages. Using this strategy, the Company believes that within two or
three years, it can position itself to operate as a profitable, integrated
recycling business.
ITEM 2. PLAN OF OPERATION
The Company's primary business objective is to enhance its revenue
growth through the acquisition and consolidation of other scrap metal
businesses. Acquisition targets should have a successful operating history which
means a record of growth and profitability. Management intends to retain the
owners and experienced management of such acquisitions because their knowledge
and expertise can provide immediate entry in the market. In addition,
acquisition targets should be located in major market areas and should either be
the leader in its respective market, or have the potential to assume the first
or second position in that market. The Company will prefer target facilities
located along the southeast Florida economic area or having access to
transportation. The company prefers to merge with or acquire facilities that
were close to a highway or expressway. IEMI intends to acquire facilities with
clear access to at least one major roadway. Such locations facilitate receipt of
raw materials and resale of raw finished goods. This would enable the Company to
ship large volumes of material to major consumers.
The company has signed two non-binding letters of intent. They are with
two local recycling companies. The letters are general statements of intent, the
material term of which is that IEMI will acquire all of the stock of each
company. One was signed in June 1999 and the other in September 1999. No final
purchase agreement has been executed in regard to either letter of intent. The
parties have informally agreed that the acquisitions will not go forward until
after IEMI is fully approved for trading. Accordingly, IEMI has not received
audited financial information from either proposed acquisition target.
Accordingly, audited financial information is not available at this time, and
will not be available until after the company obtains its NASDAQ Bulletin Board
listing.
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Another strategy of the Company is to develop the capacity to recycle
products other than non-ferrous metals. This could be accomplished through the
establishment of a central processing facility, with two to three recycling
facilities on line. This should enable the Company to expand its wholesale
recycling business and to develop a ferrous (steel) recycling division. The
wholesale division will work with existing businesses.
The Company also intends to have a container service division located
in South East Florida, if negotiations proceed successfully. The potential value
of the market for this service is $5-$10 billion, within the Company's operating
geographic range. The source for this statement is the October 26, 1996 edition
of "Waste News;" article entitled "Chicago Firm Targets Larger Scrap Industry,"
author, Tom Andreoli. Principal users of this service are real estate
developers, who need containers on site to remove construction debris. To enter
this market, the Company must build a facility, acquire a small fleet of trucks,
and acquire containers. The cost of this undertaking is projected at
approximately $750,000.
As the Company grows, it intends to establish a solid waste-brush and
yard waste composting facility. Municipalities are coming to the realization
that incineration and land filling are not the most environmentally sound ways
of handling their solid waste, trash and brush material. (Brush material is yard
waste such as tree trimmings, grass clippings, and associate shrubs, weeds, or
other plant life.) The Company believes this business segment of the market has
a potential value of $250-$500 million. To implement this strategy, the Company
must build the facility referenced in the preceding paragraph. The Company
projects that entry into this industry sector would be feasible in the third or
fourth quarter of the year 2000.
Consulting services are yet another strategy for growth in the
industry. Many, if not most, of the communities in the U.S. are imposing
mandatory recycling requirements on the businesses community. The Company
intends to position itself to respond to this emerging market offering recycling
consulting services to assist businesses in compliance with governmental
regulations. To implement this strategy, the Company must employ two
consultants.
A final strategy for growth would is entry into the solid waste and
landfill management business. The Company perceives a window of opportunity to
acquire smaller privately owned landfills. There are several hundred of these
landfills nationwide and are selling in the $3 million to $10 million range.
Such an acquisition would provide immediate cash flow and substantial net profit
to the Company's operations. Management believes it is essential to get a solid
waste landfill division on line as soon as possible.
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The Company has no product, or product in development, which would
materially impact its financial and operating condition. The Company is not
dependent upon the availability or raw materials in order to operate. The
Company does not rely on any patents, copyrights, trademarks, or other
intellectual property in order to operate. The Company's operations are not
affected by seasonal changes. The Company does not maintain a material amount of
production inventory. The Company does not extend terms to customers. The
Company is not dependent upon a single customer or a small group of customers.
The largest customer of the Company purchases less than 5% of the Company's
production. There is no back log in the Company's production. The Company does
not rely on government contracts for its revenues.
The Company is aware there is significant competition in the recycling
industry. The Company will be competing with numerous companies that already
have a substantial share of the market as well as greater management and
technological resources. Competitors also may have greater financial resources
than that of the Company. Current local competition and local conditions are as
follows. The Company's local market is primarily in Miami-Dade, Broward and Palm
Beach counties. There are several dozen small to medium size scrap metal
recycling dealers. There are five or six larger dealers and a few wholesale
companies that ship all of their material direct to the mills who are the end
users. Many of the small and medium size operations buy and sell on a weekly
basis and do not have the resources to compete with the few larger operations.
It is a highly fragmented industry. The Company has entered into two letters-
of-intent, one with a smaller operation and one with a larger operation, calling
for mergers with the referenced companies . The Company believes certain other
dealers in the local market may be prepared for merger as well. The Company
believes this market is ready for consolidation. Each small and medium. size
operation can only handle what is delivered to them or they can pick -up in a
very small radius from their location The Company's goal is to become the number
one regional scrap metal recycling operation in the south Florida area.
The Company is not regulated by any federal or state regulatory agency
with regard to environmental matters.
The Company employs two full time managerial staff at the parent level,
and five full and part time non-management employees at the subsidiary level.
FINANCIAL INFORMATION
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The following table sets forth the current year and last two years of
operating data from the Company's South Florida market area.
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS DATA PRD.
ENDED
YEAR ENDED DECEMBER 31, SEPT.
30
1997 1998 1999
================================================
<S> <C> <C> <C>
TOTAL REVENUE $ $ $
718,178 560,152 175,367
TOTAL COSTS AND EXPENSES $ $ $
721,451 649,606 274,706
PROFIT (LOSS) FROM OPERATIONS $ $ $
(3,273) (89,454) (99,339)
NET PROFIT (LOSS) APPLICABLE TO COMMON
SHAREHOLDERS $ $ $
(3,273) (89,454) (99,339)
NET PROFIT (LOSS) PER COMMON SHARE $ $ $
(0.0013) (0.0358) (0.0284)
BALANCE SHEET DATA
YEAR ENDED DECEMBER 31,
WORKING CAPITAL $ $ $
(254,031) (374,826) 18,415
TOTAL ASSETS $ $ $
155,644 189,479 358,599
TOTAL LIABILITIES $ $ $
301,375 528,792 306,696
STOCKHOLDERS' EQUITY (ACCUMULATED $ $ $
DEFICIT) (145,731) (339,313) 51,903
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF PLAN OF OPERATION
ASSUMPTIONS
The following management's discussion and analysis or plan of operation
is based on the proforma financial statements exhibit. The Company acquired
Broward Recycling, Inc. on July 1, 1999. The proforma financial statements
reflect the financial condition of
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the Company had the acquisition occurred in the prior periods being discussed.
Management feels a more relevant analysis would have to take this into
consideration.
RESULTS OF OPERATIONS
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Total sales of the Company for the year ended December 31, 1998
decreased by $158,026 from sales for the year ended December 31, 1997. This
decrease was due to a down turn in the metals/scrap market causing a lower per
pound price the Company was able to obtain for their inventory.
Cost of goods sold decreased $79,702 and the gross profit decreased by
$78,324 for the year ended December 31, 1998 as compared to the previous year.
Gross profit as a percentage of revenue for 1998 fell to 24% compared to 30% for
1997. The Company in an effort to remain competitive in the market place
attempted to match their larger competitors pricing structure in order to
acquire materials to sell.
General and administrative expenses increased $7,857 to $220,144 from
$212,287 for the year ended December 31, 1998 as compared to the previous year.
Management does not consider this a material increase. These numbers essentially
reflect the fixed costs of operating the business.
LIQUIDITY AND CAPITAL RESOURCES
The Company has in recent years financed its operations primarily with
loans directly from and/or guaranteed by the principle shareholders. The Company
anticipates that revenues from operations will be gradually able to satisfy the
Company's cash requirements. Periodic equity financing has assisted the Company
in working towards this goal during the subsequent six month period. No
assurance can be given, however, that additional debt or equity financing will
not be required or will be available if required.
Present cash on hand is not sufficient to meet the Company's operating
plan as stated in the original management discussion and analysis. Although each
month the company is improving its position, the Company will continue to seek
equity funding during the next six month period to meet its business objectives.
The alternative financial support will come from Global Capital Group.
BRI has reached a settlement agreement in litigation discussed in the
attached
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financial statements. The Company and has made monthly payments on a timely
basis since July, 1999. This settlement created no material effect on the
company.
ITEM 3. PROPERTIES
The Company owns its headquarters and operating facility at 5801 Wiley
Street Hollywood, Florida 33023. The estimated value of the land and building is
$225,000. The company owns operating equipment with a depreciated value of
approximately $50,000.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth, as of October 10, 1999, the shares of common
stock beneficially owned by each person who was a beneficial owner of more than
five percent of the outstanding shares of common stock and by directors and
executive officers.
<TABLE>
<CAPTION>
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CLASS OF SHARES BENEFICIAL OWNER NUMBER OF SHARES PER CENT OF
BENEFICIALLY HELD BENEFICIAL
OWNERSHIP
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<S> <C> <C> <C>
Common Harold Solomon 1,500,000 51%
5801 Wiley Street
Hollywood
FL 33023
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Common Global Capital 1,225,000 7.5%
Group, Inc.
225 Mizner Blvd
Boca Raton
FL 33432
David Van Vort
President
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</TABLE>
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<TABLE>
<S> <C> <C> <C>
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Common Global Capital 215,000 7.166%
Management
Group Inc
14999 W. Palmetto
Park Road
Boca Raton
FL 33486
William Haynes
President
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Common DVV Investments 180,000 6%
Inc.
428 Wavecrest Ct.
Boca Raton
FL 334323
Jeff Monroe
President
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Common Palmetto Art 130,000 4.33%
Associates, Inc.
3094 Westbury H
Deerfield Beech
FL 33442
Karina Vidal
President
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Common Q Capital, Inc. 125,000 4.166%
5551 Marbella Dr.
Boca Raton
FL 33433
Karina Vidal
President
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Common Opportunity Int'l 125,000 4.166%
Group, Inc.
9953 Ramblewood
Drive
Coral Springs
FL 33071
Rochelle Gross
President
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</TABLE>
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The shareholders identified above other than Mr. Solomon comprise a
group as that term is defined in Section 13(d)(3) of the Exchange Act.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
The Board of Directors of the Company is currently composed of five
members, each of whom serves for a term of one year. Executive officers are
elected annually by the Board of Directors and serve at the Board's discretion.
The following table sets forth information with respect to the directors and
executive officers of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION CURRENT TERM EXPIRES
- ---- --- -------- ------------
<S> <C> <C> <C> <C>
Harold Solomon 45 Chairman, CEO, Pres July 1999 1999
George R. Keller, Jr. 44 Director July 1999 1999
Francis LaTorre 31 Director July 1999 1999
Anthony Caliendo 30 Director July 1999 1999
Sam Benson 43 Director July 1999 1999
</TABLE>
All directors hold office until the next annual meeting of the Company
(currently expected to be held during the first Monday of December 1999) and
until their successors are elected and qualified, subject to earlier removal and
replacement by the shareholders. Officers hold office until the first meeting of
directors following the annual meeting of shareholders and until their
successors are elected and qualified, subject to earlier removal and replacement
by the Board of Directors. All of the directors reside in the State of Florida.
Harold Solomon currently serves as Chairman of the Board, CEO and President of
the Company. Mr. Solomon founded BRI in 1980 and has been overseeing its
operation since it was formed. He transformed BRI from an old fashioned
"junkyard" into a complete non-ferrous scrap metal recycling facility. Mr.
Solomon, with 19 years experience in the field of recycling, has also instituted
programs for inventory control, process management and quality control
procedures. He is responsible for the hiring and training of employees, and for
the Company's public relations, marketing and advertising. Prior to forming BRI,
Mr. Solomon was the Director of Admission and Records at Florida
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International University. He was part of the team that formed the University's
North Miami campus and initiated many of the procedures in the Admission and
Records office that helped the new campus grow and prosper. Mr. Solomon holds a
B.A. in History and Educational Administration, with a Minor in Music Education,
from Florida International University. Mr. Solomon also currently serves as the
President of the Hollywood Philharmonic Orchestra.
George R. Keller, Jr. currently serves as a Director/Treasurer. Mr. Keller is
the Assistant Director, Department of Safety and Emergency Service for Broward
County. Mr. Keller previously served as the Director of the Department of
Development Administration of the City of Hollywood, Florida. He was also
previously employed by the Urban and Regional Research Center in Gainesville. .
Mr. Keller held the following positions in the City of Hollywood: Assistant City
Manager (Interim City Manager), Director or Development Administration, Planning
Administrator, Community Development Director and Post Disaster Recovery
Director. Much of Mr, Keller's work experience has been in the areas of land use
planning, zoning, real estate development, urban redevelopment economic
development, annexation, emergency management and code enforcement. Recently, in
the spring of 1999, Mr. Keller completed the Community Emergency Response Team
(CFRT) training program available to local residents. Other professional
memberships and affiliations include: the International City/County Manager's
Association, American Institute of Certified Planners (AICP), American Planning
Association, Hollywood Housing Authority (former Commissioner), 1990 Price
Waterhouse/South Florida Business Journal "Up & Comers" Award, Florida Real
Estate License (inactive), Juvenile Diabetes Foundation and Broward County
Humane Society. He holds a B.S. Degree in Urban Geography and a M.A.T. Degree in
Urban Geography and Urban and Regional Planning from the University of Florida,
Gainesville, Florida
Francis LaTorre serves as a Director. He is a Loan Consultant to South Florida
Mortgage Consultants, Inc., and a realtor for Broward Real Estate Sales Co.,
Inc. He previously worked in sales for Galacticomm., Inc. While active duty in
the US Navy, Mr. LaTorre received the Hospital Corpsman Certificate with honors
from the Naval School of Health Sciences, San Diego. Mr. LaTorre is a 1995
graduate of Columbia College. Mr. LaTorre also serves as Chairperson of the
finance committee of the Hollywood Philharmonic Orchestra.
Anthony Caliendo currently serves as a Director/V.P. Sales & Marketing. He is
presently
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a Sales Manager for Global Asset Partners, of Nassau, Bahamas, an asset
management company. (See, "Conflicts of Interest".) He has previously served as
a loan officer for K&B Capitol, and as Finance Manager for Royal Palm Homes,
both in Boca Raton, Florida. He also held various management positions with
Bally's Fitness Corp. Mr. Caliendo held both General Manager and District
Manager positions with Sally's Fitness Corp. in Chicago, from 1987 to 1990. At
age 18, he was the youngest G.M. in Bally's history and as District Manager, he
was recognized for his managerial and marketing skills by earning Manager of the
Year, Employee.- of the Year and Salesman of the Year Awards, in addition to
winning Sally's Annual National Sales Contest.
As General Manager of two different World Gym locations in Chicago in 1992
and 1993, Mr. Caliendo oversaw Human Resources7 Marketing and Sales, exceeded
sates projections of over $2 million, and helped to make the World Gym the
fastest growing fitness facility in Chicago In 1994, as a General Securities
Representative (NASD I Series Seven) for a small boutique investment banking
firm in South Florida, Mr. Caliendo became the top producer within 4 months,
recruited brokers and conducted training courses and raised equity in excess of
$2 million. At present, Mr. Caliendo serves as the Vice President of Investor
Relations for Royal Palm Homes, a real estate development company in South
Florida. He is also a Loan Officer for K&B Capital Corp., currently engaged in
several commercial finance ventures and residential mortgages, and also serves
as a Sales Manager for Global Asset Partners, working in Investment Banking
Financing and training new Account Executives.
Sam Benson currently servers as a Director/Secretary. Mr. Benson graduated in
1978 from the University of Miami with a B.B.A. in International Finance and
Marketing, From 1978 to 1982 Mr. Benson worked for Quaker Oats. First to set up
major accounts for Quaker Oats in South Florida, he was then the Southeast
United States liaison for these major accounts. From 1982 to 1986 Mr. Benson
attended medical school, graduating in 1986 with his M.D. degree. From 1986 to
1989 Mr. Benson participated with a South Florida pediatrician. From 1989 to
present Mr. Benson has worked for Elise Undergarment in various management
capacities. For the past year he has been responsible for their locating and
building a facility in Urnan1 Mexico.
ITEM 6. EXECUTIVE COMPENSATION.
Mr. Solomon compensated at the rate of $10,000 per month plus customary
benefits.
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Mr. Albert Massucco, Jr., is compensated at the rate of $65,000 per
year.
Mr. Solomon and Mr. Massucco are the only members of management of the
Company who receive regular salaried compensation.
All officers and directors will be reimbursed for any expenses incurred
on behalf of the Company. Directors will be reimbursed for expenses pertaining
to attendance at meetings, including travel, lodging and meals.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company was incorporated on September 6, 1995. Since its
incorporation, the Company has issued 3,500,000 shares of its Common Stock. A
majority of these shares are held by the Company's President and CEO.
On June 2, 1999, the Company entered into a Consulting Agreement with
Global Capital Management, Inc. ("Global"), whereby Global will offer strategic
advice regarding capitalization, capital structure, potential investors,
corporate transactions, in order to implement the Company's business plan.
Pursuant to the Consulting Agreement, Global received 200,000 shares of the
Company's common stock. In addition, Global received the right to purchase up
$950,000 of the stock in the limited offering conducted by the Company in late
1999 and early 2000, pursuant to Rule 504 which stock was issued without
restrictive legend. The application of Rule 504 to the offering is discussed
under Item 8. The shares are to be issued effective January 29, 2000. The
accounting consequences are set forth in Note 7 to the IEMI 1998 Consolidated
Financial Statement.
The Company has entered into loan transactions with certain related
parties, as set forth on the unaudited consolidated financial statements for the
period ended September 30, 1999. The parties to the loans are as follows (1998
dollar amount of loan followed by name): $18,194, Betsy Firger, relative of
employee; $25,000, Sun Financial; $115,134, George Klien, shareholder; $60,000,
Robert Gilmore, relative of employee; $11,125, Al Massucco, Sr., relative of
employee; $12,348, Diane Hasett, relative of employee.
Mr. Anthony Caliendo, a director of the Company, is employed as a Sales
Manager for Global Asset Partners, a Bahamian asset management company. Global
Asset Partners, Ltd., is affiliated with Global Capital Management, Inc. through
certain common ownership.
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ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The Shares registered are the common Shares of the Company. One million
of the Shares were issued pursuant to the accredited investor / intrastate
offering exemption of Rule 504, in the state of Florida, without restrictive
legend. The Commission stated in Securities Act Release No. 33-7644 (February
19, 1999) that "freely tradeable" securities may be issued in reliance on Rule
504 in transactions (1) registered under state law requiring public filing and
delivery of a disclosure document to investors before sale, or (2) exempted
under state law permitting general solicitation and general advertising so long
as sales are made only to "accredited investors." The Company relied on the
second point of this test to issue shares without restrictive legend. The
Company believes that Florida law permits general written solicitation of
accredited investors, and investors otherwise capable of assessing the risk of
investment, as provided in Commission Release No. 33-7644, and other applicable
Commission authority. The Florida Administrative Code, Section 3E-500.007,
provides in relevant part as follows:
(3) Any seminar, meeting, letter, circular,
notice or other written communication shall be deemed
not to be in a form of general solicitation or
general advertising when the issuer and any person
acting on its behalf shall have reasonable grounds to
believe after inquiry and shall believe that persons
invited to or attending such seminar or meeting or
receiving such letter, circular, notice or other
written communication:
(a) have such knowledge and experience in
financial and business matters as to be capable of
evaluating the merits and risks of the prospective
investment; and
(b) are able to bear the economic risk to
the prospective investment; or
(c) as to persons invited to or attending
any seminar or meeting who qualify only under
subparagraph (3)(b) of this Rule, such persons are
accompanied by an investment adviser.
Every potential investor in the Rule 504 offering fell within the ambit
of the foregoing
-16-
<PAGE> 17
provision. Each potential investor either possessed the necessary knowledge and
experience, or was capable of bearing the economic risk of the investment.
Accordingly, the shares were issued without restrictive legend.
No dividends have been paid on the Company's common Shares to date, and
no dividends are anticipated for the Shares offered hereby. The Shares carry
full voting rights on the same terms as Shares held by management. The Shares
are qualified for resale in any jurisdiction in which trading of Rule 504 stock
issued pursuant to the intrastate exemption for offerings to accredited
investors is recognized. The Shares are not subject to an anti-dilution
provision.
The Company is authorized to issue 25,000,000 shares of Common Stock,
$.001 par value per share. The holders of Common Stock have one vote per share
on all matters (including election of directors) without provision for
cumulative voting. Thus, holders of more than 50% of the shares voting for the
election of directors can elect all of the directors, if they choose to do so.
There are no sinking fund provisions. Holders of Common Stock will not have
preemptive rights with respect to any additional shares of Common Stock which
may be issued. Therefore, the Board of Directors may sell shares of capital
stock of the Company without first offering such shares to existing stockholders
of the Company. The Common Stock is not subject to call for redemption The
Common Stock currently outstanding is fully paid and non-assessable. In the
event of liquidation of the Company, the holders of Common Stock will share
equally in any balance of the Company's assets available for distribution to
them after satisfaction of creditors and Preferred shareholders, if any. The
Company may pay dividends, in cash or in securities or other property when and
as declared by the Board of Directors from funds legally available therefore,
but has paid no cash dividends on its Common Stock to date.
PART II.
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
At November 1, 1999, there were 34 holders of Common Stock. The
Company's Common Stock is not listed or quoted on any exchange or quotation
service and there is no established public trading market for the Common Stock.
To the knowledge of the Company, trading to date has been irregular and
extremely limited. As of October 1, 1999, the current price of the Company's
stock was $8.75 per share. The 52 week low
-17-
<PAGE> 18
occurred in February of 1999, at $7.00 per share.
The Company will seek a market maker to submit an application with
NASDAQ's OTC Bulletin Board to have its Common Stock quoted . In order to be
approved for OTC Bulletin Board quotation, the Company must be current in
reporting pursuant to the Securities and Exchange Act of 1934. The Company will
seek to encourage at least one market makers for the Common Stock. Making a
market involves maintaining bid and ask quotations and being able, as principal,
to effect transactions in reasonable quantities at those quoted prices, subject
to various securities laws and other regulatory requirements.
The development of a public market having the desirable characteristics
of depth, liquidity and orderliness depends upon the presence in the marketplace
of a sufficient number of willing buyers and sellers at any given time, over
which neither the Company nor any market maker has any control. Accordingly,
there can be no assurance that an active and liquid trading market for the
Common Stock will develop, or if a market develops, that it will continue.
The Board of Directors may consider paying dividends in the future and
will periodically review its policy regarding dividends. Declaration of
dividends, if any, by the Board of Directors will depend upon a number of
factors, including capital requirements, investment opportunities available to
the Company or the Bank, capital requirements, regulatory limitations, the
Company's results of operations and financial condition, tax considerations and
general economic conditions, as well as other relevant factors. No assurances
can be given, however, that any dividends will be declared, what amount the
dividends will be, or whether such dividends, once commenced, will continue to
be paid. The Company may pay stock dividends in lieu of, or in addition to, cash
dividends. The Company has not paid any dividends since its inception, however,
intends to pay dividends as soon as business operations permit.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any litigation nor, to the knowledge of
management, is any litigation pending or threatened against the Company. The
Company is not a party to any other legal proceedings which would have a
material impact on the Company's operations and/or financial condition, nor is
the Company aware of any such threatened proceeding.
-18-
<PAGE> 19
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
NONE.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is certain information concerning all sales of
securities by the Company during the past three years that were not registered
under the Securities Act of 1933.
Between August 13, 1999 and January 29, 2000, the Company sold two
million shares of its common stock at $.50 per share (US $1,000,000) in exchange
for forty nine per cent of the Company's equity. The shares were sold at in
minimum subscriptions of $25,000. The Shares were offered by the Company's
officers, directors at a gross offering price of $0.50 per Share. Certain of the
shares were purchased by Global Capital Management Group, Inc., and companies
affiliated or acting therewith.
The exemption from registration is SEC Rule 504. The analysis of the
regulation is set forth in answer number 25. The price of the stock in the Rule
504 offering is explained because the agreement to issue the shares under Rule
504 was entered into as a part of the consulting agreement between Global and
Broward Recycling in June of 1998, more than one year prior to the merger of
Broward into IEMI. Global was not a related party prior to the consummation of
the consulting agreement. Consequently, the consulting agreement was entered
into on an arms length basis. At the time the price of the Rule 504 stock was
established, there was no trading market at all for the stock of Broward
Recycling. The Board of Directors of Broward Recycling considered the Company's
need for capital in light of the total lack of liquidity for the stock of
Broward Recycling, the Company's cash deficiency, and the possibility of the
infusion of $1 million in equity capital.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company intends to indemnify its officers and directors as provided
under Nevada law. The applicable statute is Nev. Rev. Stat. Ann. Section 78.7502
(1998), which provides as follows:
Section 78.7502. Discretionary and mandatory indemnification
of
-19-
<PAGE> 20
officers, directors, employees and agents: General provisions
1. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any
criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation.
-20-
<PAGE> 21
Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation or for amounts paid
in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.
3. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any
claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense.
It is the view of the Company that the foregoing statute permits
indemnification of officers and directors for actions taken in good faith. The
Company intends to indemnify officers and directors to the full extent
permissible under Nevada law.
-21-
<PAGE> 22
PART F/S. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Please see the Consolidated Financial Statements appearing on F-1 to
F-11. The index to the Consolidated Financial Statements appears on page 20.
PART III. INDEX TO EXHIBITS.
ITEM 1. INDEX TO EXHIBITS
See Index to Exhibits
ITEM 2. DESCRIPTION OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
No.
<S> <C>
1. Stock Exchange and Merger Agreement Between Tyrol Pines, Inc. and
Registrant (previously filed, incorporated herein by reference).
2. Articles of Merger Between Tyrol Pines, Inc. and Registrant
(previously filed, incorporated herein by reference).
3. Articles of Incorporation of Registrant (f/k/a/Tyrol Pines, Inc.).
(previously filed, incorporated herein by reference).
4. By-Laws of Registrant (f/k/a/Tyrol Pines, Inc.).
(previously filed, incorporated herein by reference).
5. Subscription Agreements Between Global Capital Group, Inc. and Registrant,
and between Global Capital Management Group, Inc. and Registrant
(previously filed, incorporated herein by reference).
6. Consulting Agreement between Global Capital Management Group, Inc.
and Registrant (previously filed, incorporated herein by reference).
7. Subsidiaries of Registrant (previously filed, incorporated herein by reference).
</TABLE>
-22-
<PAGE> 23
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange ct of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
By: __________________________________
Harold Solomon
President
Dated: March 20, 2000
-23-
<PAGE> 24
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 1999
ASSETS
<TABLE>
<S> <C>
Current Assets
Cash on Hand $ 6,517
Inventory 4,900
Stock Subscription Receivable 200,000
---------
Current Assets 211,417
---------
Property, Plant and Equipment
(Net of $104,626 of accumulated
depreciation 140,714
---------
Non-Current Assets
Deferred loan costs - (net of
accumulated amortization of $427) 5,981
Organization costs - (net of $653
Accumulated amortization) 147
Deposits 340
---------
Total Non-Current Assets 6,468
---------
Total Assets $ 358,599
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable - Current Portion $ 41,595
Accounts Payable and Accrued Expenses 107,131
Leases Payable 5,508
Customer Deposits 15,446
Loans Payable - Shareholders' 123,322
---------
Total Current Liabilities 293,002
Long Term Liabilities
Note payable 113,694
---------
Total Liabilities 306,696
---------
Stockholders' Equity
Common Stock, $.001 Par Value 25,000,000
Shares Authorized, 3,500,000 Shares
issued and outstanding 3,500
Additional Paid In Capital 218,887
Accumulated Deficit (270,484)
---------
Total Equity 51,903
---------
Total Liabilities and Stockholders' Equity $ 358,599
=========
</TABLE>
<PAGE> 25
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
1999 1998
--------- ----------
<S> <C> <C>
Revenues $ 175,367 $ - 0 -
Cost of Goods Sold 126,857 - 0 -
--------- ----------
Gross Profit 48,510 - 0 -
General and Administrative Expenses 139,346 35,386
--------- ----------
Income (Loss) Before Other (Expense)
And Provisions for Income Taxes (90,836) (35,386)
Other (Expense)
Interest Expense 8,503 - 0 -
--------- ----------
Income (Loss) Before Income Taxes (99,339) (35,386)
--------- ----------
Provision for Income Taxes - 0 - - 0 -
--------- ----------
Net Income (Loss) $ (99,339) $ (35,386)
========= ==========
</TABLE>
<PAGE> 26
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
1999 1998
--------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (99,339) $ (35,386)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Depreciation and amortization 2,089 120
(Increase) decrease in loan
receivable 34,500 - 0 -
(Increase) decrease in inventory (4,900) - 0 -
(Increase) decrease in stock
subscription receivable (200,000) - 0 -
(Increase) decrease in deferred
loan costs (6,408) - 0 -
(Increase) decrease in deposits (340) - 0 -
Increase (decrease) in accounts
payable and accrued expenses 6,231 35,266
Increase (decrease) in loans payable 18,322 - 0 -
Increase (decrease) in leases
payable 5,508 - 0 -
Increase (decrease) in customer
deposits 15,446 - 0 -
--------- ---------
Net cash used in operating
activities (228,891) - 0 -
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (142,256) - 0 -
--------- ---------
Net cash used in investing
activities (142,256) - 0 -
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuing common stock 222,319 - 0 -
Increase in notes payable 155,289 - 0 -
--------- ---------
Net cash provided from financing
activities 377,608 - 0 -
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 6,461 - 0 -
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 56 - 0 -
--------- ---------
CASH AND CASH EQUIVALENTS - END OF
PERIOD $ 6,517 $ - 0 -
========= =========
</TABLE>
<PAGE> 27
INTERNATIONAL ENVIRONMENTAL MANAGEMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTS POLICIES
BUSINESS AND ORGANIZATION
Tirol Pines, Inc. was organized in the State of Nevada on September 6,
1995. On June 16, 1998, the Company acquired the net assets of
International Environmental Management, Inc. in a reverse merger and
changed its name to International Environmental Management, Inc.
AMORTIZATION
Amortization of organizational costs is computed using the
straight-line method over five years.
USE OF ESTIMATES
The accounting and reporting policies of the Company are in conformity
with generally accepted accounting principles. The presentation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosures of
contingent assets and liabilities as of the balance sheet date and the
reported amounts of expenses for the period presented. Actual results
could differ from those estimates.
NOTE 2 - INCOME TAXES
Under FASB 109 deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. The Company has net
operating losses (NOL's) of approximately $70,000 expiring through
2014.
<TABLE>
<S> <C>
Deferred tax benefit $ 25,000
Valuation allowance (25,000)
--------
Net Benefit $ - 0 -
========
</TABLE>
Due to uncertainty of utilizing the NOL and recognizing the deferred
tax benefit an offsetting valuation allowance has been provided.
<PAGE> 28
NOTE 3 - CAPITAL TRANSACTIONS
On May 22, 1998, the Company amended its Articles of Incorporation to
increase its authorized shares of common stock from 25,000 shares to
25,000,000. Additionally the Board of Directors approved a 40 to 1
forward stock split of its common stock thereby increasing the number
of outstanding shares from 25,000 to 1,000,000.
INTERNATIONAL ENVIRONMENTAL MANAGEMENT INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 4 - PRIVATE PLACEMENT MEMORANDUM
The Company pursuant to Regulation D of the Securities and Exchange Act
of 1933 conducted a private placement of $1,000,000. The offering
consists of 2,000,000 shares at $.50 per share.
NOTE 5 - ACQUISITIONS
On July 1, 1999, the Company entered into a merger agreement with
Broward Recycling, Inc. (A Florida Corporation). The Company exchanged
1,500,000 of common shares for 667 common shares of
Broward Recycling, Inc. The conveyance of stock was made pursuant to
the tax-free exchange requirements of Internal Revenue Code Section
368.
Broward Recycling, Inc., a Company engaged in the business of
collection and processing of scrap metal will become a wholly owned
subsidiary of the Company.
<PAGE> 29
INTERNATIONAL ENVIRONMENTAL MANAGEMENT INC.
(FORMERLY TIROL PINES, INC.)
(A DEVELOPMENT STATE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
<PAGE> 30
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditor's Report 1
Balance Sheet 2
Statements of Operations 3
Statements of Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6-8
</TABLE>
<PAGE> 31
BAUM & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
1515 UNIVERSITY DRIVE - SUITE 209
CORAL SPRINGS, FLORIDA 33071
(954) 752-1712
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of
International Environmental Management, Inc.
Hollywood, Florida
We have audited the accompanying balance sheet of International Environmental
Management, Inc. (Formerly Tirol Pines, Inc.) (A Development Stage Company) as
of December 31, 1998 and the related statements of operations, stockholders'
equity and cash flows for the years ended December 31, 1998 and 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of International Environmental
Management, Inc. (Formerly Tirol Pines, Inc.) (A Development Stage Company) as
of December 31, 1998 and the results of its operations, stockholders' equity and
its cash flows for the years ended December 31, 1998 and 1997 in conformity with
generally accepted accounting principles.
August 5, 1999
Coral Springs, Florida
<PAGE> 32
INTERNATIONAL ENVIRONMENT MANAGEMENT INC.
(FORMERLY TIROL PINES, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
Current Assets
Cash in bank $ 56
Loans receivable (Note 2) 34,500
---------
Total Current Assets 34,556
---------
Other Assets
Organizational costs(net of $533 of accumulated
amortization) 267
---------
Total Assets $ 34,823
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accrued Expenses $ 100,900
Loans Payable (Note 3) 105,000
---------
Total Liabilities 205,900
---------
Stockholders' Equity
Common Stock, $.001 par value, 25,000,000
shares authorized, 2,500,000 shares
issued and outstanding 68
Accumulated deficit during development stage (171,145)
---------
Total Shareholders' Equity (171,145)
---------
Total Liabilities and Stockholders' Equity $ 34,823
=========
</TABLE>
See Accountants' report and accompanying footnotes
-2-
<PAGE> 33
INTERNATIONAL ENVIRONMENT MANAGEMENT INC.
(FORMERLY TIROL PINES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
DECEMBER 31 DECEMBER 31
1998 1997
----------- -----------
<S> <C> <C>
Revenues - 0 - - 0 -
Operating Expenses
General and Administrative
Expenses 170,772 160
----------- ----------
Net loss before provision for
income taxes (170,772) (160)
Provision for income taxes - 0 - - 0 -
----------- ----------
Net (Loss) $ (170,772) $ (160)
=========== ==========
Loss Per Common Share (Note 1) $ (.09) $ nil
=========== ==========
Weighted average common shares
outstanding 1,900,000 1,000,000
=========== ==========
</TABLE>
See Accountants' report and accompanying footnotes
-3-
<PAGE> 34
INTERNATIONAL ENVIRONMENT MANAGEMENT INC.
(FORMERLY TIROL PINES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
COMMON STOCK
NO PAR VALUE ADDITIONAL
----------------------- ---------------------------
PAID-IN ACCUMULATED
# SHARES AMOUNT CAPITAL DEFICIT
<S> <C> <C> <C> <C>
December 31, 1996 1,000,000 $ - $ - $ (213)
Net (Loss) For The Year - - - (160)
--------- ------ --------- ---------
December 31, 1997 1,000,000 - - (373)
--------- ---------
Stock Issued for
Acquisition (Note 1) 1,500,000 68 - -
Net (Loss) For The Year - - - (170,772)
--------- ------ --------- ---------
December 31, 1998 2,500,000 $ 68 $ - $(171,145)
========= ====== ========= =========
</TABLE>
See Accountants' report and accompanying footnotes
-4-
<PAGE> 35
INTERNATIONAL ENVIRONMENT MANAGEMENT INC.
(FORMERLY TIROL PINES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998
<TABLE>
<CAPTION>
1998 1997
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(170,772) $(160)
Adjustments to reconcile net loss
to net cash used in operating activities
Amortization 160 160
Increase in accrued expenses 100,100 -
Increase in loans receivable (34,500) -
--------- -----
Net Cash Used in Operating Activities (105,012) -
--------- -----
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of stock issued 68 -
Proceeds from loans payable 105,000 -
--------- -----
Net Cash provided by Financing
Activities 105,068 -
Net increase in cash 56 -
Cash - beginning - 0 - -
--------- -----
Cash - end $ 56 $ -
--------- -----
</TABLE>
See Accountants' report and accompanying footnotes
-5-
<PAGE> 36
INTERNATIONAL ENVIRONMENTAL MANAGEMENT INC.
(FORMERLY TIROL PINES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTS POLICIES
BUSINESS AND ORGANIZATION
Tirol Pines, Inc. was organized in the State of Nevada on September 6,
1995. On June 16, 1998, the Company acquired the net assets of
International Environmental Management, Inc. in a reverse merger and
changed its name to International Environmental Management, Inc. The
Company is a development stage Company with no operating activities.
AMORTIZATION
Amortization of organizational costs is computed using the
straight-line method over five years.
USE OF ESTIMATES
The accounting and reporting policies of the Company are in conformity
with generally accepted accounting principles. The presentation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosures of
contingent assets and liabilities as of the balance sheet date and the
reported amounts of expenses for the period presented. Actual results
could differ from those estimates.
EARNINGS (LOSS) PER SHARE
Primary earnings per common share are computed by dividing the net
income (loss) by the weighted average number of shares of common stock
outstanding during the year. The number of shares used for the fiscal
years ended December 31, 1998 and 1997 were 1,900,000 and 1,000,000,
respectively.
The common shares outstanding as of December 31, 1997 were restated to
reflect the May 22, 1998 40:1 forward stock split.
NOTE 2 - LOANS RECEIVABLE
Advances made to Broward Recycling, Inc. in 1998. The balance will be
eliminated in consolidation due to acquisition of this Company on July
1, 1999.
-6-
<PAGE> 37
INTERNATIONAL ENVIRONMENTAL MANAGEMENT INC.
(FORMERLY TIROL PINES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 3 - LOANS PAYABLE
Advances from Global Asset Management, Inc. to the Company. The loan is
unsecured and non-interest bearing with no scheduled repayment.
Pursuant to private placement memorandum under Regulation D dated
August 5, 1999, Global Asset Management, Inc. became a related party.
NOTE 4 - INCOME TAXES
Under FASB 109 deferred tax assets and liabilities are recognized for
the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. The Company has net
operating losses (NOL's) of approximately $70,000 expiring through
2014.
Deferred tax benefit $ 25,000
Valuation allowance (25,000)
--------
Net Benefit $ - 0 -
========
Due to uncertainty of utilizing the NOL and recognizing the deferred
tax benefit an offsetting valuation allowance has been provided.
NOTE 5 - CAPITAL TRANSACTIONS
On May 22, 1998, the Company amended its Articles of Incorporation to
increase its authorized shares of common stock from 25,000 shares to
25,000,000. Additionally the Board of Directors approved a 40 to 1
forward stock split of its common stock thereby increasing the number
of outstanding shares from 25,000 to 1,000,000.
NOTE 6 - PRIVATE PLACEMENT MEMORANDUM
The Company pursuant to Regulation D of the Securities and Exchange Act
of 1933 conducted a private placement of $1,000,000. The offering
consists of 2,000,000 shares at $.50 per share.
NOTE 7 - CONSULTING AGREEMENTS
The Company entered into a consulting agreement with Global Asset
Management. The agreement called for the Company to pay Global 200,000
shares of common stock for services rendered. The value assigned to
this transaction was $100,000 or $.50 per share.
-7-
<PAGE> 38
INTERNATIONAL ENVIRONMENTAL MANAGEMENT INC.
(FORMERLY TIROL PINES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 7 - SUBSEQUENT EVENTS
On July 1, 1999, the Company entered into a merger agreement with
Broward Recycling, Inc. (A Florida Corporation). The Company exchanged
1,500,000 of common shares for 667 common shares of Broward Recycling,
Inc. The conveyance of stock was made pursuant to the tax-free exchange
requirements of Internal Revenue Code Section 368.
Broward Recycling, Inc., a Company engaged in the business of
collection and processing of scrap metal will become a wholly owned
subsidiary of the Company.
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