SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 1995 0-14279
INTERCONTINENTAL TECHNOLOGIES GROUP, INC., NV
(Formerly Continental Connector Industries, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 88-0199585
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2950 31st Street, Suite 240
Santa Monica, California 90405
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 581-4321
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
Indicate by check mark whether the registrant (l) 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 No X
Indicate by check mark if the disclosure of delinquent
filers pursuant to Item 405 of Regulation SB (228.404 of this
chapter) is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy
information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year were
$168,063.
The aggregate market value of the Registrant's voting stock
held by non-affiliates of the Registrant as of June 30, 1996 was
zero.
Class Outstanding at September 30, 1996
Common stock, par value $.001: 5,020,600 shares
DOCUMENTS INCORPORATED BY REFERENCE:
None
PART I
ITEM 1 BUSINESS
General Development of Business
The Registrant was originally organized for the purpose of
seeking to acquire subsidiary businesses. The discretion of the
Registrant in acquiring such other businesses was very broad.
On May 13, 1985 the Registrant acquired 100% of the
outstanding stock of Continental Connector Corp. (Continental
Co.) in exchange for 2,200,000 shares of the Registrant's common
stock. Continental Co. is a Colorado corporation that was
engaged in the development, manufacture and marketing of a broad
line of multi-contact, precision, rack and panel card edge
connectors. Such products are purchased primarily by companies
in the electronics, aerospace, communications, data processing
and defense industries.
Operations consisted primarily of the manufacture,
processing, and assembly of plated metal contacts, receptacles of
various types designed and molded by Continental Co. from thermal
setting compounds and other products, into precision connectors.
From May 13, 1985 and through June 30th of the year ended
December 31, 1993 the Company operated only in this line of
business. All manufacturing and marketing operations related to
the connector business ceased as of June 30, 1993.
During December 1992, the directors of the Registrant
adopted a plan to dispose of certain portions of Continental Co.
s real estate as well as its electronic connector business. This
business had suffered significant losses from its operations
during the previous five years due to declining markets for
Registrant's products and increased competition. Additionally,
Registrant's principal lender had indicated a desire to
discontinue its accounts receivable and inventory financing line
of credit. The subsidiary's founder and chief executive had
retired from active service to Registrant. Registrant had not
secured additional financing to support this operation, and
therefore, the Registrant had been unable to meet principal and
interest repayment terms of its obligations to a secondary
lender.
In separate transactions with parties unrelated either to
the Registrant or each other, Registrant has entered into sale
agreements as follows:
Sale of Equipment and Inventory
On May 13, 1993 Registrant completed the sale of certain
machinery and equipment and inventory to PMC, Inc. a private
Delaware corporation having a diverse array of operations in the
electronics and other businesses. The agreement of sale provided
for a payment of $200,000 for manufacturing equipment essential
in the operation of the business. The Registrant's metal plating
operation was specifically excluded from the purchase. Equipment
that the purchaser did not require was sold at auction. The
Registrant would sell its inventory to the purchaser on an "as
used" basis at its book cost. The purchaser, at closing, made a
non-refundable advance to the Registrant of $300,000 toward the
purchase of inventory. Weekly settlements for inventory actually
used in the purchasers manufacturing operation were first
applied to the advance and thereafter paid for in cash. The
Registrant's inventory cost basis at December 31, 1992 was used
to value inventory purchased under the agreement. The purchaser
was required to purchase inventory from the Registrant during the
period from the closing date through December 31, 1993. After
such date the parties could continue this arrangement at their
option, however the Registrant would be able to liquidate
remaining inventory (if any) by any means available. The
Registrant charged $765,846 to "Loss from discontinuance of
subsidiary operations" during 1992, to reflect an estimate for
unsold inventory remaining at December 31, 1993. Throughout the
period from July 1, 1993 through December 20, 1994, PMC continued
to purchase parts from the remaining inventory. Proceeds from
the initial transaction were used to satisfy the accounts
receivable and inventory line of credit as well as the term loan
due to Gibraltar Corporation, the Registrant's principal lender,
in full.
In December, 1994, Registrant sold the entirety of its
remaining interest in the subsidiary, Continental, to EFTS, Inc.,
of Florida. This sale contained a contingent interest on the
part of Registrant, based upon ultimately received proceeds from
the inventory liquidation, which resulted in income of 290,000
during February, 1996, when EFTS disposed of the remainder of the
inventory.
The Registrant does not expect that the results of these
transactions will have adverse Federal income tax consequences as
it has sufficient operating loss carryforwards to offset gains,
if any.
Sale of Real Estate
On January 12, 1993 the Registrant entered into a contract
for sale of real estate with Gita Temple Ashram, Inc., (Gita) a
New York not-for-profit corporation. The contract covered one of
two contiguous buildings in Woodside, NY that the Registrant's
subsidiary, Continental, used as its manufacturing and sales
facility. The contract specified a purchase price of $900,000
with $90,000 paid upon signing of the contract and the balance
due at the closing date The closing occurred on July 20, 1993 at
which time the Registrant received net proceeds from the sale
amounting to $782,379. The Registrant had a book basis in the
property of $240,625 at December 31, 1992.
Proceeds from this transaction were used to effect the
acquisition of Aero Industries, Inc., a corporation which has as
its primary business the operation of a hangar and leasehold on
the Ft. Lauderdale Airport.
In a separate transaction on March 8, 1994 the Registrant
sold its second building located in Woodside, NY to Gita for
$900,000. At closing the Registrant received $100,403, after
deducting expenses of the sale, and an eight-year promissory note
in the amount of $700,000. The Registrant had a book basis in
the property of $140,365 at December 31, 1993. The resulting
gain was recognized as income for the fiscal year ending December
31, 1994.
The Registrant does not expect that these transactions will
have adverse Federal income tax consequences as it has sufficient
operating loss carryforwards to offset the gain amounts.
On August 15, 1993, Registrant changed its name from
Continental Connector Industries to Intercontinental Technologies
Group, Inc., shortened in normal usage to ITG. On August 23,
1993, Registrant also effected a 1 for 100 reverse stock split,
such that for each 100 shares of Continental Connector Industries
stock previously outstanding, a single share of new ITG stock
would be issued.
The directors of the Registrant have not convened a
shareholders meeting for the approval of these transactions,
however they have secured the consent of the shareholders
representing a majority of the Registrant's Common Stock (See
Item 12.) Such shareholders control more than the simple
majority of shares required to approve such transactions in
accordance with the Registrant's by-laws.
Aero Industries, Inc. (Aero)
Aero is a Florida Corporation, originally formed in 1978 to
exploit the introduction of Brazilian Bandeirante aircraft into
the United States. In conjunction with this project, Aero
acquired a 6+ acre leasehold on the Fort Lauderdale Executive
Airport, which it currently leases to subtenants. Aero is
primarily a property-holding entity, with approximately 14 years
remaining on the lease and a sizable difference remaining between
the lease annual costs and the annual rental values to be
achieved from subleasing the facilities. This company was
acquired, primarily for the leasehold rights, in exchange for
$700,000 in cash and 800,000 shares of Registrant s restricted
common stock, valued at $160,000, and the assumption of existing
indebtedness of Aero of approximately $350,000. The Company s
long-term plan is to either develop the remaining open acreage on
the lease or to sell the leasehold rights entirely to a third
party airport operator. The Company has an oral agreement to
retire the existing indebtedness and retain title to the
leasehold, however, the leasehold is currently pledged to a
third-party lender with no written assurances that the lease will
be returned upon repayment of the indebtedness. Due to
uncertainties in this transaction there can be no assurance that
the Company will continue to own and operate the lease and
consequently be able to sell it to a disinterested operator.
ITG Energy, Inc.
ITG Energy, Inc. (Energy) is a California corporation,
formed in 1993, for the purpose of making investments in oil &
gas leases. The company made $300,000 of advances in 1993 for
the acquisition of the Eureka Canyon Oil Lease from Petro
Resources, Inc. The Company assumed functional control of the
property during 1994. The lease contains 30 wells, of which 6
are operational and generate approximately $100,000 per year.
The remaining 24 wells are dormant, pending further analysis and
rework. The company s goal is to return several more of the wells
to active status and to increase the output of the operating
wells. The company also plans to acquire additional properties
in the future and to initiate drilling of development wells on
property already controlled. ITG has posted a $50,000 deposit
with the Department of Oil & Gas (California) for a plugging and
abandonment bond, which will be recovered upon sale of the wells
or actual satisfactory closure of each of the active wells.
International Semiconductor Investment
Effective December 31, 1994, ITG entered into an agreement
to acquire 1,600,000 shares of the common stock of International
Semiconductor Corp. (formerly known as Israel Semiconductor
Corp.), ISC, in exchange for 1,000,000 shares of ITG common
stock. The actual shares of ISC stock were received from Lema
Investments, Ltd., the majority shareholder of ISC, and the
entity that received the 1,000,000 shares of ITG common. ISC is
in the business of producing gallium arsenide diodes for use in
the high-tech electronics industry, and is based in Migdal
Haemek, Israel. ISC is a Nevada corporation, publicly held, and
currently trading on the over-the- counter market. ISC's stock
has fluctuated between $0.50 and $3.50 during the time period
that ITG has been a stockholder. Robert Terry, president of
Registrant, is also the acting president of ISC and receives a
consulting fee from ISC for his services.
East European Imports Transaction
During the fourth quarter of 1994, Registrant entered into
an agreement to invest in East European Imports, Inc. ("EEI"), a
corporation engaged in the import of vehicles from the country of
Romania into the United States. Registrant, pursuant to the
agreement, advanced capital, services and related use of office
facilities. Disputes developed between Registrant and EEI which
have led to the filing of a lawsuit for rescission in the
Superior Court of Dade County, Florida. This case is in the
discovery stage and no meaningful result can be projected at this
point.
Other Items
Working Capital The practices of the Registrant with
respect to working capital items related primarily to sufficient
working capital with which to operate its subsidiary Continental
Co. with respect to the inventory and accounts receivable of said
business. Until such time as the Registrant s current
subsidiaries reach their planned operating levels, working
capital management is not a significant factor.
Operating Loans
During 1995, Registrant borrowed $302,500 from several
parties to finance its ongoing operations and its investment in
the EEI car importation program. Registrant pledged its interest
in the income from the secured promissory note issued by the Gita
Ashram Temple, and has been directing the income from that note
to the repayment of the debt to the various lenders. This is an
amortizing series of notes, however they all become due and
payable during a six-month period commencing in January of 1997.
These notes all carry conversion rights enabling the lenders to
acquire ITG common stock at a purchase price of $1.50 per share
in exchange for cancellation of an equivalent value of the
principal and interest due on the notes. As of March 31, 1996, a
total of $213,800 was due on the notes secured by a first
position in the Gita Ashram promissory note, and $62,500 was due
to holders of notes secured by a second position in the Gita
Ashram note.
Backlog As of December 31, 1993, the Registrant had ceased
its connector manufacturing operation and had no backlog. The
operations of Aero and Energy do not consist of product sales for
which backlog is a significant factor.
Government Contracts The Registrant does not anticipate
that any material portion of its business will be subject to
renegotiation of profits or termination of contracts at the
election of the government. In most instances, the Registrant
functioned as a subcontractor to prime government contractors and
sold directly to the government only replacement parts.
Competition Keen competition existed in the connector
industry. Reductions in military spending caused a major
shake-out in the connector business in the last ten years. The
Registrant believes that its decision not to continue in this
business, caused by increased competition inherent in this
process is a wise one. Competition, however, is not a
significant factor among independent oil producers such as the
Registrant s ITG Energy subsidiary. Profitability is keyed
directly to world oil prices and competition from major oil
producing countries is significant. Aero faces significant
competition from other companies in the airport leasehold and
hangaring business, but the aviation property market in which
Aero competes is heavily dependant upon local airport conditions
rather than the economy as a whole.
Research and Development Since its inception, the
Registrant has not engaged in either company-sponsored or
customer-sponsored research and development activities for its
connector business. Research and development activities of Aero
had been significant prior to the Registrant s acquisition of
this business. Activities since the acquisition have not
involved significant expenditures for research and development by
the Registrant.
Government Regulation The businesses engaged in by the
Registrant are subject to extensive regulation by federal, state
and local governmental agencies dealing with the protection of
the environment. Certain of these regulations, which include
provisions regulating air quality, water quality, disposal of
waste products and employee safety, are technical in nature and
involve substantial penalties in the event of breach and require
extensive controls to assure adherence with their requirements.
While the Registrant intends to operate in full compliance with
these regulations, such compliance as well as potential
inadvertent violations may result in significant additional cost
in the operation of the Registrant.
Employees. The Registrant currently has three full time
employees, with additional employees within the subsidiaries.
However, it is not expected that a significant number of
additional employees will be required to meet the requirements of
the Registrant's business. The Registrant's wholly owned
subsidiary, Continental Co. had approximately 150 employees prior
to June 30, 1993.
ITEM 2 PROPERTIES
The Registrant uses approximately 2000 square feet of office
space in Long Beach, California for administrative offices at a
rental rate of $1,500 per month. The Registrant has no written
lease at this location.
Additionally, the Registrant subleases approximately 2,500
square feet of office space in Santa Monica, California at a rate
of $4,126 per month with a term ending July 31, 1997. The
Registrant subleases a portion of this facility to others and
receives approximately $2,000 per month as sublease income.
ITEM 3 LEGAL PROCEEDINGS
The Registrant knows of no litigation pending, threatened or
contemplated, or unsatisfied judgments against the Registrant,
nor any proceedings to which the Registrant is a party, other
than the suit against East European Imports described above.
The Securities and Exchange Commission is conducting an
investigation of certain small issuers. The Registrant is
unaware whether it is a subject of this particular investigation.
The Registrant has not received any inquiries from the Securities
and Exchange Commission since the filing of its previous Form
10-K for 1992.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of the Registrant's
security holders during the previous three fiscal years.
PART II
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Registrant's Common Stock had previously traded in the
over- the-counter market up until early 1992. There has been no
trading in the Registrant's common stock for fiscal years ended
December 31, 1992 through 1995 and for the period to the date of
this report. Additionally, the Registrant is unaware of any
broker dealer currently making a market in the common stock.
The number of record holders of the Registrant's common
stock on September 30, 1996 was approximately 2,305 common
shareholders. However, there are a greater number of beneficial
owners.
To date, the Registrant has not paid cash dividends on its
Common Stock. Holders of Common Stock are entitled to receive
such dividends as may be declared and paid from time to time by
the Board of Directors out of funds legally available therefor.
The Registrant intends to retain all earnings for the operation
and expansion of its business and does not anticipate paying cash
dividends in the foreseeable future. Any future determination as
to the payment of cash dividends will depend upon future
earnings, results of operations, capital requirements, the
Registrant's financial condition and such other factors as the
Registrant's Board of Directors may consider.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION
The following tables set forth selected consolidated
financial data for the Registrant for the five years ended
December 31, 1995. The information has been restated from that
presented in previous years to reflect the discontinuance of the
operations of the Registrant's operating subsidiary, Continental
Co. This information is provided to allow analysis of the
previous three years' operations of the company.
Intercontinental Technologies Group, Inc.
Consolidated Balance Sheets
December 31, December 31,
1995 1994
------------------------
ASSETS
Current Assets:
Cash $ 9,629 $ 11,648
Notes receivable - current
portion 28,002 25,728
Other accounts receivable 293,500 0
------------ -----------
Total current assets 331,131 37,376
Property and equipment net of
accumulated depreciation of
$74,113 and $25,324 respectively 206,853 255,642
Notes receivable - non current 628,355 656,357
Other accounts receivable 0 290,000
Advances from stockholder 133,045 0
Deposits 51,000 51,000
------------ -----------
$ 1,350,384 $ 1,290,375
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable 224,538 0
Accounts payable and accrued expenses 19,052 138,065
Advances from stockholder and affiliate 20,400 19,176
------------ -----------
Total current liabilities 263,990 157,241
Notes payable - non-current 125,000 0
Commitments (None)
Stockholders' equity
Common stock, $.001 par value,
750,000,000 shares authorized,
5,051,593 shares issued and
outstanding 5,052 5,052
Paid-in capital 3,911,820 3,911,820
Retained earnings (deficit) (2,955,478) (2,783,738)
------------ ----------
961,394 1,133,134
------------ ----------
$1,350,384 $1,290,375
Intercontinental Technologies Group, Inc.
Consolidated Balance Sheets
December 31, December 31,
1993 1992
ASSETS ____________ __________
Current Assets:
Cash $ 71,634 $ 7,335
------------ ------------
Total Current Assets 71,634 7,335
Property and equipment net of
accumulated depreciation of $800 4,000 0
Net assets of discontinued subsidiary 0 511,769
Deposits 328,247 1,000
------------ ------------
$ 403,881 $ 520,204
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 0 $ 5,000
Net liabilities of discontinued
subsidiary 671,611 0
Accounts payable and accrued
expenses 3,631 638
------------ ------------
Total current liabilities 675,242 5,638
Commitments (None)
Stockholders' Equity
Common stock, $.001 par value,
750,000,000 shares authorized,
2,819,600 shares issued and
outstanding 2,820 2,820
Paid in capital 2,501,852 2,501,852
Subscriptions to common stock 160,000 0
Retained earnings (deficit) (2,936,033) (1,990,106)
------------ ------------
(271,361) 514,566
------------ ------------
$ 403,881 $ 520,204
Intercontinental Technologies Group, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
----------- ------------ ---------
Revenues $ 168,063 $ 133,525 $ 37,970
Cost of Sales 90,703 78,841 3,408
----------- ----------- ---------
Gross profit 74,360 54,684 34,562
Administrative expenses 270,795 244,877 211,824
Interest expense 35,295 0 24,724
(Gain) loss from asset
sale 0 (1,497,087) 471,016
Charge off of goodwill 0 1,200,000 278,500
Interest (income) (56,990) (45,401) (5,575)
---------- ----------- ---------
249,000 (97,611) 980,489
---------- ----------- ---------
Net income (loss) (171,740) 152,295 (945,927)
Net income (loss)
per share $ (.03) $ .04 $ (.34)
Average shares
outstanding 5,051,593 4,324,093 2,819,600
For changes in shareholders equity during the period from 1990 to
1995, see the consolidated financial statements at page 25 and
page 43.
Intercontinental Technologies Group, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 1992 and 1991
1992 1991
--------- ---------
Revenues $ 0 $ 0
Cost of sales 0 0
--------- ---------
Gross Profit 0 0
Administrative expenses 43,599 39,363
Interest Expense 0 0
Loss from sale of assets 0 0
Charge off of goodwill 0 0
Other (income) and expense (84) (13,370)
--------- ---------
43,515 (25,993)
--------- ---------
(loss) from continuing
operations (43,515) (25,993)
Gain (loss) from discontinuance
of subsidiary operations (765,846) 0
(Loss) from operation of
discontinued subsidiary (442,155) (972,569)
--------- ---------
Net income (loss) (1,251,516)$(998,562)
Net income (loss)
per share $ (.44)$ (.35)
Average shares
outstanding 2,819,600 2,819,600
Intercontinental Technologies Group, Inc.
Consolidated Statements of Cash Flow
For the Years Ended December 31, 1995 and 1994
1995 1994
------------- ----------
Cash flows from operating
activities:
Net (loss) $ (171,740) $ 152,295
Adjustments to reconcile net
(Loss) to net cash provided
by operating activities:
Depreciation 48,789 23,324
Write-off of goodwill 0 1,200,000
Stock issued for services 0 42,200
Changes in assets and
liabilities:
(Increase) decrease in
other assets (3,500) 3,247
(Increase) decrease in net
assets of discontinued
operation 0 (1,537,270)
(Decrease) increase in
accounts payable and
accrued expenses (119,013) 28,008
--------- ---------
Total Adjustments ( 73,724) ( 240,491)
Net cash provided by
operating activities (245,464) ( 88,916)
--------- ---------
Cash flows from investing
activities:
Acquisition of property
and equipment 0 ( 966)
Increase in deposits 0 0
Repayment of notes
receivable 25,728 0
--------- ---------
Net cash provided by (used
in) investing activities 25,728 ( 966)
Cash flows from financing
activities:
Advances from stockholder ( 131,821) 19,176
Proceeds from notes payable 369,620 0
Repayment of notes payable ( 20,082) 0
Sale of stock for cash 0 10,000
--------- ---------
Net cash provided (used in)
financing activities 217,717 29,176
--------- ---------
Increase (decrease) in cash ( 2,019) ( 59,986)
Cash and cash equivalents,
beginning of year 11,648 71,634
--------- ---------
Cash and cash equivalents,
end of year 9,629 11,648
========= =========
Amounts paid during year
For interest 35,295 0
Income taxes 0 0
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1993, 1992 and 1991
1993 1992 1991
--------- ---------- ------
Cash flows from operating
activities:
Net (loss) $(945,927) (1,251,516) $(998,562)
Adjustments to reconcile net
(loss) to net cash provided
by operating activities:
Depreciation 800 - -
Write off of goodwill 278,500 - -
Loss on lease assignment 630,310
Changes in assets and
liabilities:
(Increase) decrease in
other assets (3,147) - 30,200
(Increase) decrease in
net assets of discon-
tinued operation 1,183,380 1,208,002 934,164
(Increase) decrease in
other assets - - -
(Decrease) increase in
accounts payable and
accrued expenses 2,993 638 (44,591)
Total adjustments 2,092,836 1,208,640 919,773
Net cash provided by
operating activities 1,146,909 (42,876) (78,789)
Cash flows from investing
activities:
Acquisition of property
and equipment (758,610) - -
Increase in deposits (324,000)
Decrease in long term
certificates of deposit 0 - 124,000
Net cash provided by (used
in) investing activities (1,082,610) - 124,000
Cash flows from financing
activities:
Proceeds from new borrowing 0 - 5,000
Net cash provided by (used
in) financing activities 0 - 5,000
Increase (decrease) in cash 64,299 (48,876) 50,211
Cash and cash equivalents,
beginning of year 7,335 50,211 -
Cash and cash equivalents,
end of year $ 71,634 $ 7,335 $ 50,211
Amounts paid during year for
Interest 24,724 0 0
Income taxes 0 0 0
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF
OPERATION (CONTINUED)
The Registrant's sole operation since its inception in 1983 to
June 30, 1993 was that of its 100% owned subsidiary, Continental
Connector Corporation. This subsidiary had been engaged in the
custom connector business since 1954 and was founded by its
president, Leon Gilbert, who elected to retire in 1993. During
its peak years, the subsidiary experienced annual sales in the
fifteen to twenty million dollar range with gross margins
approaching 60% in some years to a low of 6% in recent years.
Sales were primarily to defense, aerospace and communications
industries and the Registrant's customers were among the largest
US companies. The Registrant's sales and gross margins had
decreased steadily from 1985 as a result of government cuts in
defense and aerospace programs and the breakup of AT&T that
allowed the use of foreign-produced communications equipment.
Because of its operating losses during the years from 1987 to
1993 and the lack of available financing, the Board of Directors
implemented a plan to dispose of the salable assets of the
subsidiary, consisting primarily of real estate, equipment and
inventory, and to use the proceeds therefrom to liquidate
outstanding liabilities. Remaining resources were used to seek
new business opportunities.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Since the Registrant has implemented a plan to dispose of its
connector business, the results of operations of such business
were classified as "Losses from operation of discontinued
subsidiary" in the Statement of Operations included in the
Registrant's financial statements for 1993 and 1994. The
following discussion will provide additional detail with respect
to these losses.
The Registrant's primary business and source of revenue was
derived from the sales of its wholly owned subsidiary,
Continental Co. The net loss from operations of the subsidiary
($442,155) for the year ended December 31, 1992 was less than the
loss ($972,569) for 1991. The subsidiary was operated by the
Registrant until June 30, 1993 and incurred further operating
losses of $337,362 during the six months then ended.
Subsidiary revenues for the year ended December 31, 1992
decreased by $364,233 (4.3%) as compared to 1991 as a result of
the continued recession in the connector industry and cuts in
defense spending. Revenues for the six months ended June 30,
1993 amounted to $3,712,557 which was 17% lower than revenues for
the comparable period of 1992. Cost of sales as a percentage of
sales were 93% for 1992, 95% for 1991, and 79% for the six months
ended June 30, 1993. The above percentages remained constant for
1992 and 1991 with the decrease in 1993 being caused by work
force reductions and other factory cost cutting measures made in
advance of termination of the operation. The gross profit
percentages produced by these operations were insufficient to
allow the Registrant to operate at a profit. Selling, general and
administrative expenses of the subsidiary declined in 1992 by
$162,520 (14%) and in 1991 by $88,542 (7%) as a result of efforts
by the Registrant to reduce salary and other operating expenses.
There were no subsidiary operations of consequence at the
connector company in 1994, other than sale of the remaining
inventory on a contingency basis, with no cash received from that
transaction in either 1994 or 1995.
Interest expense from 1991 to 1992 decreased by $125,953 (29%),
and further in 1992 to 1993, to $95,452 (31%), due to a reduction
in long term debt and the accounts receivable and inventory
revolving loan and to declining interest rates. It was reduced
to $0.0 in 1994 when asset sales proceeds were utilized to retire
all then-existing debt.
Interest expense increased in 1995 to $35,295 when the registrant
borrowed $302,500 against the income of the real estates sales
Note received from the sale of the New York real estate. (See
Note 5 to the 1993 audited financial statement.)
The results of operations of the Registrant other than from the
operation of the connector business consist of general and
administrative expenses of the parent company. Such costs did
not change significantly during 1993 from the 1992 levels until
after the sale of the subsidiary in June of 1993.
The Registrant recorded a charge to operations of $765,846 in
1992 to reflect an adjustment to the carrying value of the net
assets of the connector business. Such charge related to
inventory which was liquidated in connection with the purchase
agreement. During 1993 the Registrant realized a net gain from
the connector operation of $154,158 which was due primarily to a
gain of $491,520 from the sale of a building in Woodside, NY.
The registrant, as a result of the sale of the connector
subsidiary, recorded net profits of $1,497,087 in 1994. It also
recognized a loss of $1,200,000 in 1994 attributable to the
acquisition of shares of stock in International Semiconductor
Corp., because under the equity method of recognition of capital
investment, the company invested in had no profit and no book
value (See Note 3 to 1995 financial statement).
LIQUIDITY AND CAPITAL RESOURCES
Since the Registrant has discontinued operations of the connector
business, a discussion of the current ratio and working capital
requirements of that business are not relevant to the continuing
operation of the Registrant and is omitted.
During May 1993 the Registrant completed the sale of its
connector business. The Registrant received a total of $500,000
for equipment ($200,000) and a deposit on inventory purchases
($300,000). These proceeds were used to pay off the inventory
and accounts receivable financing agreement. The Registrant
continued to operate the business on behalf of the purchaser
until June 30, 1993 at which time the operation was moved to the
purchaser's facilities. The purchaser agreed to reimburse the
Registrant for 90% of sales proceeds during this transition
period to cover the costs of manufacturing. Of this amount, 25%
was applied to reduce the inventory prepayment.
Remaining current assets consisting of cash accounts receivable
of approximately $328,834 and ongoing sales of residual inventory
to the purchaser were used to liquidate current liabilities and
to pay current operating expenses of the Registrant.
The Registrant closed the sale of one of its buildings during
July, 1993 for $900,000. The book value of the building was
approximately $240,000. Proceeds of the sale were used to
acquire the operations of Aero and Energy.
The remaining building, having a book value of approximately
$258,000, was sold during March 1994. Proceeds were used to
provide capital for the operations of Aero, ITG Energy, advances
to EEI and finally, liquidation of all residual debts and claims
arising from the operations of the discontinued subsidiary,
Continental Connector.
During the first and second quarters of 1995, Registrant borrowed
$250,000 from private investors, in a series of individual
convertible notes, collectively secured by Registrant's
promissory note payable from the Gita Ashram Temple (principal
balance then owing of approximately $675,000). All payments by
the Temple were assigned to the private investors for a period of
18 months, or until the loan was repaid in its entirety. During
the fourth quarter, 1995, an additional sum of $52,500 was
borrowed, from these same individuals, collectively secured
by a second position (behind the $250,000 loan) in the Temple
note.
The Registrant, as of June 30, 1996, had no capital commitments
that were unmet. The Registrant currently has no future
commitments for capital expenditures nor has it made commitments
for future business development.
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Intercontinental Technologies Group, Inc.
We have audited the balance sheets of Intercontinental
Technologies Group, Inc. as of December 31, 1995 and 1994 and the
related statements of operations, changes in stockholders'
equity, and cash flows for each of the two years then ended.
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 Intercontinental Technologies Group, Inc. as of December 31,
1995 and 1994, and the results of its operations and cash flows
for each of the two years then ended, in conformity with
generally accepted accounting principles.
Winter, Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
September 16, 1996
ITEM 7 FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Opinion of Certified Public Accountant (1995) 23
Financial Statements: 1995:
Consolidated Balance Sheets as of December 31,
1994 and 1995 25
Consolidated Statements of Operations for the
Years Ended December 31, 1995, and 1994 26
Consolidated Statement of Stockholders' Equity
for the Years Ended December 31, 1995, 1994 and 1993 29
Consolidated Statements of Cash Flows for the
Years Ended December 31, 1995 and 1994 31
Notes to Consolidated Financial Statements (1995) 32 - 36
Opinion of Certified Public Accountant (1993) 23
Financial Statements: 1993:
Consolidated Balance Sheets as of December 31,
1993 and 1992 24
Consolidated Statements of Operations for the
Years Ended December 31, 1993, 1992 and 1991 27
Consolidated Statement of Stockholders' Equity
for the Years Ended December 31, 1992 and 1991 28
Consolidated Statements of Cash Flows for the
Years Ended December 31, 1993, 1992 and 1991 30
Notes to Consolidated Financial Statements (1993) 32 - 36
<PAGE>
Intercontinental Technologies Group, Inc.
Consolidated Balance Sheets
December 31, December 31,
1995 1994
------------------------
ASSETS
Current Assets:
Cash $ 9,629 $ 11,648
Notes receivable - current
portion 28,002 25,728
Other accounts receivable 293,500 0
------------ -----------
Total current assets 331,131 37,376
Property and equipment net of
accumulated depreciation of
$74,113 and $25,324 respectively 206,853 255,642
Notes receivable - non current 628,355 656,357
Other accounts receivable 0 290,000
Advances from stockholder 133,045 0
Deposits 51,000 51,000
------------ -----------
$ 1,350,384 $ 1,290,375
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable 224,538 0
Accounts payable and accrued expenses 19,052 138,065
Advances from stockholder and affiliate 20,400 19,176
------------ -----------
Total current liabilities 263,990 157,241
Notes payable - non-current 125,000 0
Commitments (None)
Stockholders' equity
Common stock, $.001 par value,
750,000,000 shares authorized,
5,051,593 shares issued and
outstanding 5,052 5,052
Paid-in capital 3,911,820 3,911,820
Retained earnings (deficit) (2,955,478) (2,783,738)
------------ ----------
961,394 1,133,134
------------ ----------
$1,350,384 $1,290,375
See Notes to consolidated financial statements.
<PAGE>
Intercontinental Technologies Group, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 1995 and 1994
1995 1994 1993
----------- ------------ ---------
Revenues $ 168,063 $ 133,525 $ 37,970
Cost of Sales 90,703 78,841 3,408
----------- ----------- ---------
Gross profit 74,360 54,684 34,562
Administrative expenses 270,795 244,877 211,824
Interest expense 35,295 0 24,724
(Gain) loss from asset
sale 0 (1,497,087) 471,016
Charge off of goodwill 0 1,200,000 278,500
Interest (income) (56,990) (45,401) (5,575)
---------- ----------- ---------
249,000 (97,611) 980,489
---------- ----------- ---------
Net income (loss) (171,740) 152,295 (945,927)
Net income (loss)
per share $ (.03) $ .04 $ (.34)
Average shares
outstanding 5,051,593 4,324,093 2,819,600
See Notes to consolidated financial statements.
<PAGE>
Intercontinental Technologies Group, Inc.
Consolidated Statement of Changes in Stockholders' Equity
For the Years ended December 31, 1995 and 1994
<TABLE>
Common
Common Stock Paid-in Stock
Retained
Shares Amount Capital Subscriptions
Earnings Total
-------- ---------- --------- ----------
- -------- ----------
<S> <C> <C> <C> <C>
<C> <C>
Balance
December 31, 1992 2,819,593 $ 2,820 2,501,852 $ 0
(1,990,106) $514,566
Subscription issued for
subsidiary liquidation 160,000
160,000
Net (loss) for the year
(945,927) (945,927)
--------- --------- --------- ---------
- ---------- --------
Balance
December 31, 1993 2,829,593 2,820 2,501,852 160,000
(2,936,033) (271,361)
Issuance for
subscriptions 800,000 800 159,200 (160,000)
0
Issuance for cash 10,000 10 9,990
10,000
Issuance for services 422,000 422 41,778
42,200
Issuance for
acquisition 1,000,000 1,000 1,199,000
1,200,000
Net income for the year
152,295 152,295
--------- --------- --------- ---------
- --------- ---------
Balance
December 31, 1994 5,051,593 5,052 3,911,820 0
(2,783,738) 1,133,134
Net (loss) for the
Year
(171,740) (171,740)
--------- --------- --------- ---------
- --------- ---------
Balance
December 31, 1995 5,051,593 $ 5,052 $3,911,820 $ 0
(2,995,478) 961,394
</TABLE>
<PAGE>
Intercontinental Technologies Group, Inc.
Consolidated Statements of Cash Flow
For the Years Ended December 31, 1995 and 1994
1995 1994
------------- ----------
Cash flows from operating
activities:
Net (loss) $ (171,740) $ 152,295
Adjustments to reconcile net
(Loss) to net cash provided
by operating activities:
Depreciation 48,789 23,324
Write-off of goodwill 0 1,200,000
Stock issued for services 0 42,200
Changes in assets and
liabilities:
(Increase) decrease in
other assets (3,500) 3,247
(Increase) decrease in net
assets of discontinued
operation 0 (1,537,270)
(Decrease) increase in
accounts payable and
accrued expenses (119,013) 28,008
--------- ---------
Total Adjustments ( 73,724) ( 240,491)
Net cash provided by
operating activities (245,464) ( 88,916)
--------- ---------
Cash flows from investing
activities:
Acquisition of property
and equipment 0 ( 966)
Increase in deposits 0 0
Repayment of notes
receivable 25,728 0
--------- ---------
Net cash provided by (used
in) investing activities 25,728 ( 966)
Cash flows from financing
activities:
Advances from stockholder ( 131,821) 19,176
Proceeds from notes payable 369,620 0
Repayment of notes payable ( 20,082) 0
Sale of stock for cash 0 10,000
--------- ---------
Net cash provided (used in)
financing activities 217,717 29,176
--------- ---------
Increase (decrease) in cash ( 2,019) ( 59,986)
Cash and cash equivalents,
beginning of year 11,648 71,634
--------- ---------
Cash and cash equivalents,
end of year 9,629 11,648
========= =========
Amounts paid during year
For interest 35,295 0
Income taxes 0 0
See notes to consolidated financial statements.
<PAGE>
Intercontinental Technologies Group, Inc.
Notes to Consolidated Financial Statements (1995)
Note 1. Summary of significant accounting policies.
Intercontinental Technologies Group, Inc. and subsidiaries (the
Company ) operate in the oil and gas industry and the real estate
management industry in the United States.
The Company was incorporated in Nevada on August 9, 1983. The
consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Continental Connector
Corporation (CCC), Aero Industries, Inc. (Aero) and ITG Energy,
Inc. (Energy). The Company is a 60% owned subsidiary of Aero International,
Inc., a company controlled by a family trust of which the Company's
president is a member.
During September 1993, the Company effected a reverse stock split
in the ratio of one new share for one hundred previously issued
shares. All share and per-share amounts have been restated to
reflect the stock split.
The Company does note refine or process its oil production but
sells such production under short-term contracts at field prices
quoted by purchasers in the area of the producing property. A
portion of the Company s production comes from stripper wells
(i.e., wells with low production and relatively high operating
costs). Because this production is low margin, stripper wells
are particularly vulnerable to declines in oil prices.
Principles of Consolidation
The consolidated statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated in consolidation.
Property and equipment
Property and equipment are stated at cost. Depreciation is
provided for using the straight line method over estimated useful
lives of five to seven years for equipment and the remaining
lease term for leasehold improvements. Depreciation expense
amounted to $2,000 for the years ended December 31, 1995 and
1994.
Revenue recognition
Revenue is recorded when goods are shipped or services are
performed.
Earnings per share
Earnings per share is computed using the weighted average number
of shares outstanding during the period. Common stock
equivalents are not considered as their effect would be
anti-dilutive.
Cash and cash equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Concentration of Credit Risk
The company sells its oil and gas production to one purchaser in
California and manages one real estate operation in Fort
Lauderdale, Florida. Financial instruments which potentially
subject the Company to concentrations of credit risk are
primarily accounts and notes receivable. The Company requires no
collateral from the companies or purchasers with respect to
accounts receivable. Additionally the Company has a note
receivable from an entity in New York that is secured by real
estate.
Fair value of financial instruments
The Company s financial instruments consist of cash and cash
equivalents and accounts receivable and payable. The carrying
amounts of such financial instruments approximate fair value
because of the short maturity of these instruments.
Oil and gas properties
The Company follows the successful efforts method of accounting
for oil and gas operations whereby all exploration costs,
including geological and geophysical costs, annual delay rentals
on undeveloped leases and exploratory dry hole costs are charged
to expense as incurred. Intangible drilling and development
costs are capitalized on successful wells and development dry
holes. Undeveloped leasehold costs are capitalized and charged
to expense if abandoned or impaired, based on a
prospect-by-prospect evaluation.
Capitalized costs relating to producing properties are depleted
on the units-of-production method based on estimated quantities
of proved reserves. Proved oil and gas properties are not
capitalized in an amount that exceeds the discounted future net
revenues of the associated property. Depreciation and depletion
of oil and gas properties amounted to $46,789 and $21,324 for the
years ended December 31, 1995 and 1994 respectively.
Net loss per share
Net loss per share of common stock is computed based on the
weighted average number of common shares outstanding during the
year. Common stock equivalents were anti-dilutive and were
excluded from the computation.
Accounting Standards
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long
Lived Assets to be Disposed of. SFAS No. 121 will be adopted by
the Company in the first quarter of 1996, and it is not expected
to have a material impact on the Company ;s financial position or
results of operations.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and the reported amounts of revenue and
expenses during the periods presented. Actual results could
differ from those estimates making it reasonably possible that a
change in these estimates could occur in the near term.
Note 2. Discontinued Operations
During December, 1992 the Company adopted a formal plan to
dispose of its electronic connector business (CCC). The disposal
was substantially completed during the period from March 31, 1993
to June 30, 1993. The assets to be disposed of consisted
primarily of accounts receivable, inventory and property, plant
and equipment. Assets and liabilities remaining after June 30,
1993 consisted primarily of cash, accounts receivable, real
property and the balance of a note payable. A building sale
contract that provided for a sale price of $900,000 for
the subsidiary's two-story facility was signed on January 12,
1993, and the sale closing was completed on July 20, 1993. The
net book value of the land and building as of June 30, 1993 was
$236,245 and the Company realized a gain from the sale of
approximately $491,000 after deducting estimated costs associated
with the closing.
On March 25, 1993 the Company contracted to sell the
manufacturing operations of CCC. Specifically, the buyer paid
$200,000 for machinery and equipment excluding plating department
equipment and for all rights necessary to continue the operations
of the business. The net book value of all of the subsidiary's
machinery and equipment amounted to $192,240 at December 31,
1992. Additionally the buyer paid $300,000 at closing as a down
payment for inventory. The buyer paid for inventory that it used
through December 31, 1993. It was also separately agreed
that CCC would continue the operation of the business at its
Woodside, NY plant until June 30, 1993, which it did. Final
settlement for inventory usage was determined during 1994 and
paid in cash to the Company during February, 1996.
Proceeds of the above transactions were used to satisfy the
subsidiary's secured debt. Cash balances and accounts receivable
as of June 30, 1993 were used to liquidate certain other
liabilities.
During March, 1994, the Company completed the sale of the
remaining building located in Woodside, NY to an unaffiliated
purchaser. The Company received gross proceeds from the sale
amounting to $800,403, including cash and a note secured by the
property in the amount of $700,000. The note bears interest at
8.5% per annum and is due in monthly installments based upon a
term of fifteen years with a balloon payment due at the end of
the eighth year. The Company recorded a gain from this
transaction in the amount of $660,038 during the year
ended December 31, 1994.
Also during 1994, the Company sold 100% of its interest in CCC to
an unaffiliated company that was instrumental in completing final
settlement of the amount due from the purchaser of the CCC
assets. The Company received the aforementioned inventory
settlement which amounted to $290,000 in exchange for the stock
of CCC.
The Company recognized a gain from the 1994 transactions
aggregating $1,497,087 which includes the real estate gain, the
inventory settlement and the elimination of certain unsecured
liabilities of CCC amounting to $547,049, net of inter-company
advances. No claims have been asserted against the Company in
connection with the liabilities and the Company does not believe
that it will be required to assume any of the liabilities of CCC
in future periods.
Note 3. Business acquisitions
During July 1993, the Company acquired Aero Industries, Inc.
(Aero), a Florida corporation that subleases hangar and office
space at the Ft. Lauderdale Executive Airport in Florida, in a
business combination accounted for as a purchase. Aero also owns
undeveloped rights to certain retrofit technology for jet and
helicopter aircraft. The assets of Aero consisted principally of
leasehold improvements with a historical basis of $830,000.
Pursuant to the Stock Purchase Agreement dated July 1993, the
Company acquired all of the outstanding stock of Aero in exchange
for $700,000 in cash and 800,000 shares of previously unissued
restricted common stock of the Company. The shares were valued
at $.20 which amount approximates the net book value of the
Company prior to the purchase.
The majority shareholder of Aero prior to the purchase became a
majority shareholder of the Company during August 1993 as a
result of private purchases of restricted common stock from prior
owners.
The acquisition was accounted for as a purchase and as such, the
accompanying financial statements include the accounts of Aero
from the effective date of the merger. The acquired assets of
Aero have been recorded by the Company based upon their
historical cost. Liabilities assumed by the Company were
recorded at their face value. The total cost of the acquisition
exceeded the historical carrying amounts by $278,500. The excess
was allocated to goodwill. Since the recorded goodwill
represents a portion of research and development expenses
incurred for the aforementioned aircraft technology incurred by
the majority shareholder and since, to date, the technology has
not generated any operating revenues, this amount has been
charged to operations during the current period.
During July, 1993, in connection with the refinancing of bank
debt related to the hangar and office facilities, the Company
assigned its interests I the Aero lease to an independent third
party. The assignment was subject to buy back provisions which
were not completed by the specified date of July 30, 1994. The
assignment agreement has not been filed with or approved by the
lessor of the property and the Company continues to carry out its
obligations to maintain the property under the lease terms. The
Company believes that the ability to reacquire the leasehold
interest is contingent on certain circumstances which may be
beyond its control. Accordingly, the Company has recorded
a charge to operations of $629,110 to write off the net carrying
value of this asset during the year ended December 31, 1993.
The shares issuable pursuant to the purchase were not issued as
of December 31, 1995 and the value thereof ($160,000) is included
in the accompanying balance sheet as subscriptions to common
stock. Had the merger been completed at the beginning of the
1993 fiscal year the Company's unaudited results of operations
would not have been materially different from those presented.
During December 1993, the Company paid an aggregate of $324,000
as deposits to effect the purchase of certain oil and gas leases
and related equipment. The purchase was completed in 1994 and
the Company assumed control of the lease operations at that time.
The acquisition was accounted for as a purchase and, accordingly,
the purchase price has been allocated to the assets acquired as
follows:
Oil field equipment $201,000
Lease rights 73,000
Deposit - State of California 50,000
--------
$324,000
The above allocations are not in excess of the fair value of the
assets acquired. The costs allocated to oil field equipment are
based on the historical cost of such assets.
During September, 1994, the Company entered into an equity
exchange agreement with International Semiconductor Corp. (ISC)
and Lema Investments, Ltd. (Lema) whereby the Company would issue
1,000,000 shares of its restricted common stock to Lema in
exchange for 1,600,000 shares of the restricted common stock of
ISC. ISC is a manufacturer of gallium arsenide diodes and
substrates and is based in Israel. The ISC shares are traded
over the counter and at the agreement date were valued at a bid
price of $1.50. The restricted shares acquired by the Company
were valued at one-half of this amount. Since the Companys
shares of ISC amounted to more than 20% of the total outstanding
shares of ISC at the exchange date, the equity method of
accounting has been applied to this transaction. This method
limits the Companys investment to its proportionate share of the
net assets of ISC, which were in a deficit position at the
exchange date. Accordingly, the full amount of the value
assigned to the stock exchange ($1,200,000) has been treated as
goodwill and has been charged to operations in 1994. ISC shares trade in the
over-the-counter market and at December 31, 1995 had a closing bid price of
$1.21 per share.
Summarized financial information for ISC is as follows:
1995 1994
Current assets 43,023 369,387
Non-current assets 1,396,499 5,716,714
Current liabilities 1,465,317 2,372,097
Non-current liabilites 1,231,414 3,777,010
Net (loss) per share (2,732,325) (2,035,379)
ISC is considered to be in its development stage and sales of its products
have not commenced.
The Company has not recognized its proportionate share of the
losses of ISC for the years ended December 31, 1995 and 1994 in
its statement of operations as the amount of its investment in
ISC has been reduced to zero.
Note 4. Note Receivable
The note receivable at December 31, 1995 and 1994 relates to the
real estate transaction described in Note 2 and is collateralized
by land and buildings in Woodside, NY. The note is due in
monthly installments of principal and interest at 8.5% of $6,893
for a term of 15 years. The unpaid balance at the end of the
term is due in a lump sum payment. The note is pledged as
collateral for notes payable described in Note 5.
Note 5. Notes payable
Notes payable at December 31, 1995 consist of two series of notes
due to individual investors due from August 1996 ($224,538) and
at August 15, 1997 ($125,000). The notes accrue interest at 18%
per year and are collateralized by the above described note
receivable. The Company made repayments of $20,082 on the first
series of notes during the year ended December 31, 1995.
Note 6. Income taxes.
At December 31, 1995 the Company had approximately $2,950,000 of
unused net operating loss deductions that will expire in years
beginning in 2006 as follows:
2006 $ 583,000
2007 1,250,000
2008 945,000
2010 172,000
---------
$2,950,000
A valuation allowance of $2,950,000 was provided at December 31,
1995 for net operating loss carryforwards which more likely than
not will not be utilized prior to their expiration.
The provision for income taxes for the year ended December 31,
1994 when calculated by applying a federal tax rate of 34% to net
income before taxes for the year ($51,750) differs from the
provision recorded in the financial statements due to the
utilization of an available net operating loss carryforward.
Note 7. Lease commitments
The Company is obligated for non-cancelable operating lease
payments with initial terms exceeding one year relating to office
space and certain equipment leases. The lease agreements require
future minimum lease payments as follows:
Year Ending December 31, Amount
1996 $ 80,912
1997 60,282
1998 31,400
1999 31,400
2000 13,083
--------
$217,077
Rent expense in 1995, 1994 and 1993 was $106,694, $42,023 and
$39,184 respectively. The Company receives sublease income of
$87,500 per year related to its Florida real estate management
operation.
Note 8. Related party transactions
Aero International, Inc. (International) a company controlled by
the Company s president, is a significant shareholder of the
Company. During the period from July 1993 to December 31, 1995,
International made advances to the Company in cash or by payment
for services provided to the Company by others and received
repayment of the advances as follows:
1995 1994 1993
Beginning Advance $(19,176) $ 0 $ 0
Advances received 62,780 168,280 0
Advances repaid 215,001 147,104 0
--------- --------- -------
Ending balance $133,045 (19,176) 0
Additionally, during 1995 the Company received advances from its
unconsolidated subsidiary ISC amounting to $20,400.
Note 9. Stockholders equity
During the year ended December 31, 1994 the Company issued
restricted shares of its $.001 par value common stock for various
purposes as follows:
800,000 shares valued at $.20 subscribed for in connection
with the acquisition of Aero in 1993, issued to a company
controlled by the Company s president. (See Note 3.)
10,000 shares for the conversion of a $10,000 note payable
to an individual in September.
1,000,000 shares issued pursuant to the equity exchange
agreement discussed in Note 3.
422,000 shares issued to employees and consultants effective
in January for services provided to the Company, valued at
$.10 per share.
No market for the Company s common stock existed at any time
during the periods presented.
Note 10. Business segment information
The Company s operations are classified into two principal
industry segments, oil operations and real estate operations.
The following is a summary of segment information for the years
ended December 31, 1995 and 1994:
1995 1994
------------ ----------
Net sales to unaffiliated customers:
Oil and Gas $ 87,534 $ 56,005
Real estate 77,520 77,520
------------ ----------
$165,036 $ 133,525
Income (loss) from operations:
Oil and gas $ ( 7,295) $ (48,679)
Real estate 1,576 (25,963)
------------ ----------
( 5,719) (74,642)
Other income 56,990 342,488
Other expense ( 35,295) 0
General corporate expenses (187,716) (115,551)
------------ ---------
Income (loss) before taxes $(171,740) $ 152,295
Capital improvements:
Oil and gas 0 66
Real estate 0 0
Corporate 0 0
----------- ---------
Depreciation:
Oil and gas 46,789 21,324
Real estate 0 0
Corporate 2,000 2,000
------------ ---------
$ 48,789 $ 23,724
Information about major customers
During 1995 and 1994, all of the Company s revenue from oil and
gas sales were derived from sales to EOTT Energy, Inc. And all of
its rental income was derived from a lease with U.S. Aero Paint.
In view of the demand for domestic oil at market prices, the
Company does not believe that the loss of any customers would
adversely affect its operations.
Note 11. Supplementary oil and gas information (unaudited)
The Company s oil and gas operations are conducted in the United
States. Information relating to these operations is summarized
as follows:
Costs Incurred in oil and gas activities: Year ended December 31:
1995 1994
Acquisition of undeveloped leaseholds 0 0
Exploration costs 0 0
Development costs 0 0
Oil and gas reserves
The following quantity and value information is based on rices as
of the end of each respective reporting period. No price
escalation was assumed. Operating costs and production taxes
were deducted in determining the quantity and value information.
Such costs were estimated based on current costs and were not
adjusted to anticipate increases due to inflation or other
factors. No deductions were made for general overhead
depreciation and interest.
The determination of oil and gas reserves is based on estimates
and is highly complex and interpretive. The estimates are
subject to continuing change as additional information becomes
available and an accurate determination of the reserves may not
be possible for several years after discovery.
Estimated quantities of proved oil and gas reserves
Following is a reconciliation of the Company s interest in net
quantities of proved oil and gas reserves. Proved reserves are
the estimated quantities of crude oil and natural gas which
geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions. Estimated
reserves of oil (barrels) and natural gas (Thousands of cubic
feet) as of December 31, 1995 and 1994, and the changes thereto
for the years then ended are as follows:
Oil (bbls) Gas
Total Proved Reserves:
Estimated quantity, December 31, 1993 144,267 -
Revisions in previous estimates - -
Production (5,785) -
-------- ----
Estimated quantity, December 31, 1994 138,479 -
Revisions in previous estimates - -
Production (6,079) -
-------- ----
Estimated quantity, December 31, 1995 132,400 -
======= ====
Proved developed reserves:
December 31, 1994 138,479 -
======= ====
December 31, 1995 132,400 -
======= ====
Standardized measure of discounted future net cash flows and
changes therein relating to proved oil and gas reserves.
Estimated discounted future net cash flows and changes therein
were determined in accordance with Statement of Financial
Accounting Standards No. 69. Certain information concerning the
assumptions used in computing the valuation of proved reserves
and their inherent limitations are discussed below. ITG Energy
believes such information is essential for a proper understanding
and assessment of the data presented.
Future cash inflows are computed by applying year-end prices of
oil and gas relating to the Company's proved reserves to the
year-end quantities of those reserves.
The assumptions used to compute the proved reserve valuation do
not necessarily reflect the Company's expectation of actual
revenues to be derived from those reserves nor their present
worth. Assigning monetary values to the reserve quantity
estimation process does not reduce the subjective and
ever-changing nature of such reserve estimates.
Additional subjectivity occurs when determining present values
because the rate of producing the reserves must be estimated. In
addition to errors inherent in predicting the future, variations
from the expected production rate also could result directly or
indirectly from factors outside the Company's control, such as
unintentional delays in development, environmental concerns and
changes in prices or regulatory controls.
The reserve valuation assumes that all reserves will be disposed
of by production. However, if reserves are sold in place,
additional economic considerations also could affect the amount
of cash eventually realized.
Future development and production costs are computed by
estimating the expenditures to be incurred in developing and
producing the proved oil and gas reserves at the end of the year,
based on year-end costs and assuming continuation of existing
economic conditions.
Future income tax expense is not provided based on the
availability of net operating loss carry-forwards.
A discount rate of 12 percent per year was used to reflect the
timing of the future net cash flows.
December 31,
1995 1994
Future cash flows $ 2,383,200 $ 2,492,622
Future production costs (1,438,975) (1,480,075)
Future development costs ( 52,000) ( 52,000)
---------- ---------
Future net cash flows 892,225 960,547
12% annual discount for estimated
timing of cash flows (189,961) (204,507)
---------- ---------
Standardized measure of discounted
future net cash flows 702,264 756,040
========== =========
The following are principal sources of changes in the
standardized measure of discounted future net cash flows:
Year Ended December 31,
1995 1994
Beginning balance 756,040 846,579
Sales of oil and gas produced,
net of production costs (68,322) (63,030)
Accretion of discount 14,546 13,420
--------- -------
Ending balance 702,264 756,040
========= =======
Oil and gas prices at December 31, 1995 of $18 per barrel of oil
and $1.64 per thousand cubic feet of gas were used in the
estimation of the Company's reserves and future net cash flows.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Intercontinental Technologies Group, Inc.
We have audited the balance sheets of Intercontinental
Technologies Group, Inc. as of December 31, 1993 and 1992 and the
related statements of operations, changes in stockholders'
equity, and cash flows for each of the three years then ended.
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 Intercontinental Technologies Group, Inc. as of December 31,
1993 and 1992, and the results of its operations and cash flows
for each of the three years then ended, in conformity with
generally accepted accounting principles.
Winter, Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
October 15, 1994
<PAGE>
Intercontinental Technologies Group, Inc.
Consolidated Balance Sheets
December 31, December 31,
1993 1992
ASSETS ____________ __________
Current Assets:
Cash $ 71,634 $ 7,335
------------ ------------
Total Current Assets 71,634 7,335
Property and equipment net of
accumulated depreciation of $800 4,000 0
Net assets of discontinued subsidiary 0 511,769
Deposits 328,247 1,000
------------ ------------
$ 403,881 $ 520,204
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 0 $ 5,000
Net liabilities of discontinued
subsidiary 671,611 0
Accounts payable and accrued
expenses 3,631 638
------------ ------------
Total current liabilities 675,242 5,638
Commitments (None)
Stockholders' Equity
Common stock, $.001 par value,
750,000,000 shares authorized,
2,819,600 shares issued and
outstanding 2,820 2,820
Paid in capital 2,501,852 2,501,852
Subscriptions to common stock 160,000 0
Retained earnings (deficit) (2,936,033) (1,990,106)
------------ ------------
(271,361) 514,566
------------ ------------
$ 403,881 $ 520,204
See notes to consolidated financial statements.
<PAGE>
Intercontinental Technologies Group, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 1993, 1992 and 1991
1993 1992 1991
----------- --------- ---------
Revenues 37,970 $ 0 $ 0
Cost of sales 3,408 0 0
----------- --------- ---------
Gross Profit 0 0
Administrative expenses 211,824 43,599 39,363
Interest Expense 24,724 0 0
Loss from sale of assets 471,016 0 0
Charge off of goodwill 278,500 0 0
Other (income) and expense (5,575) (84) (13,370)
----------- --------- ---------
980,489 43,515 (25,993)
----------- --------- ---------
(loss) from continuing
operations (945,927) (43,515) (25,993)
Gain (loss) from discontinuance
of subsidiary operations 0 (765,846) 0
(Loss) from operation of
discontinued subsidiary 0 (442,155) (972,569)
----------- --------- ---------
Net income (loss) (945,927) (1,251,516) (998,562)
Net income (loss)
per share (.34) $ (.44) (.35)
Average shares
outstanding 2,819,600 2,819,600 2,819,600
See accompanying notes to consolidated financial
statements.
<PAGE>
Intercontinental Technologies Group, Inc.
Consolidated Statement of Changes in Stockholders' Equity
For the Years ended December 31, 1993, 1992 and 1991
<TABLE>
Common
Common Stock Paid-in Stock
Retained
Shares Amount Capital Subscriptions
Earnings Total
-------- --------- --------- -----------
- --------- ---------
<S> <C> <C> <C> <C>
<C> <C>
Balance
December 31, 1990 2,819,593 $ 2,820 2,501,852 0
$ 259,972 2,764,644
Net (loss) for the year
(998,562) (998,562)
--------- -------- --------- ----------
- --------- ---------
Balance
December 31, 1991 2,819,593 2,820 2,501,852
(738,590) 1,766,082
Net (loss) for the year
(1,251,516) (1,251,516)
--------- -------- --------- ----------
- --------- ---------
Balance
December 31, 1992 2,819,593 2,820 2,501,852 0
(1,990,106) 514,566
Balance
December 31, 1992 2,819,593 $ 2,820 2,501,852 $ 0
(1,990,106) $514,566
Subscription issued for
subsidiary liquidation 160,000
160,000
Net (loss) for the year
( 945,927) (945,927)
--------- --------- --------- ---------
- ---------- --------
Balance
December 31, 1993 2,829,593 2,820 2,501,852 160,000
(2,936,033) (271,361)
</TABLE>
<PAGE>
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1993, 1992 and 1991
1993 1992 1991
--------- ---------- ------
Cash flows from operating
activities:
Net (loss) $(945,927) (1,251,516) $(998,562)
Adjustments to reconcile net
(loss) to net cash provided
by operating activities:
Depreciation 800 - -
Write off of goodwill 278,500 - -
Loss on lease assignment 630,310
Changes in assets and
liabilities:
(Increase) decrease in
other assets (3,147) - 30,200
(Increase) decrease in
net assets of discon-
tinued operation 1,183,380 1,208,002 934,164
(Increase) decrease in
other assets - - -
(Decrease) increase in
accounts payable and
accrued expenses 2,993 638 (44,591)
Total adjustments 2,092,836 1,208,640 919,773
Net cash provided by
operating activities 1,146,909 (42,876) (78,789)
Cash flows from investing
activities:
Acquisition of property
and equipment (758,610) - -
Increase in deposits (324,000)
Decrease in long term
certificates of deposit 0 - 124,000
Net cash provided by (used
in) investing activities (1,082,610) - 124,000
Cash flows from financing
activities:
Proceeds from new borrowing 0 - 5,000
Net cash provided by (used
in) financing activities 0 - 5,000
Increase (decrease) in cash 64,299 (48,876) 50,211
Cash and cash equivalents,
beginning of year 7,335 50,211 -
Cash and cash equivalents,
end of year $ 71,634 $ 7,335 $ 50,211
======= ====== ======
Amounts paid during year for
Interest 24,724 0 0
Income taxes 0 0 0
<PAGE>
Intercontinental Technologies Group, Inc.
Notes to Consolidated Financial Statements (1993)
Note 1. Summary of Significant accounting policies.
The Company was incorporated in Nevada on August 9, 1983. The
consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Continental Connector
Corporation (CCC), Aero Industries, Inc. (Aero) and ITG Energy,
Inc. (Energy). All significant inter-company transactions are
eliminated.
During the fourth quarter of 1992, the Company decided to
discontinue the operations of CCC and sell most of its assets
(see Note 3.). Accordingly, the Company has accounted for CCC as
discontinued operation for the year ended December 31, 1992 and
thereafter, and has restated all prior periods presented herein
to give effect to the discontinuance.
During September 1993, the Company effected a reverse stock split
in the ratio of one new share for ten previously issued shares.
All share and per share amounts have been restated to reflect the
stock split.
Property and Equipment
Property and equipment are stated at cost. Depreciation is
provided for using the straight line method over estimated useful
lives of five to seven years for equipment and the remaining
lease term for leasehold improvements. Depreciation expense
amounted to $800 during the year ended December 31, 1993.
Revenue recognition
Revenue is recorded when goods are shipped or services are
performed.
Earnings per share
Earnings per share is computed using the weighted average number
of shares outstanding during the period. Common stock
equivalents are not considered as their effect would be
anti-dilutive.
Cash and cash equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Note 2. Income taxes
At December 31, 1993 the Company had approximately $2,933,500 of
unused net operating loss deductions that will expire in years
beginning in 2006 as follows:
2006 $ 738,500
2007 1,250,000
2008 945,000
----------
2,933,500
Note 3. Discontinued Operations
During December, 1992 the Company adopted a formal plan to
dispose of its electronic connector business (CCC). The disposal
was substantially completed during the period from March 31, 1993
to June 30, 1993. The assets to be disposed of consisted
primarily of accounts receivable, inventory and property, plant
and equipment. Assets and liabilities remaining after June 30,
1993 consisted primarily of cash, accounts receivable, real
property and the balance of a note payable.
A building sale contract that provided for a sale price of
$900,000 for the subsidiary's two-story facility was signed on
January 12, 1993. The facility was used primarily for corporate
offices, however, the basement of the building was used in the
subsidiary's plastic molding operations. The sale closing was
completed on July 20, 1993. The net book value of the land and
building as of June 30, 1993 was $236,245 and the Company
realized a gain from the sale of approximately $491,000 after
deducting estimated costs associated with the closing.
On March 25, 1993 the Company contracted to sell the
manufacturing operations of CCC. Specifically, the buyer paid
$200,000 for machinery and equipment excluding plating department
equipment and for all rights necessary to continue the operations
of the business. The net book value of all of the subsidiary's
machinery and equipment amounted to $192,240 at December 31,
1992. Additionally the buyer paid $300,000 at closing as a down
payment for inventory. The buyer continued to pay for inventory
that it used through December 31, 1993. It was also separately
agreed that CCC would continue the operation of the business at
its Woodside, NY plant until June 30, 1993.
Proceeds of the above transactions were used to satisfy the
subsidiary's secured debt. Cash balances and accounts receivable
as of June 30, 1993 were used to liquidate certain other
liabilities.
The Company estimated the amount of loss from its plan of
disposal to be $765,846, which represented inventory not expected
to be sold to the buyer by December 31, 1993. This residual
inventory may continue to be sold to the buyer after such date,
or may be liquidated by the Company by other means. The Company
does not expect losses from the disposal of its property, plant
and equipment.
Operating results of CCC for its six month period of operation
ended June 30, 1993 have been shown separately in the
accompanying statement of operations and the statements for 1992
and 1991 have been restarted accordingly.
Net sales of CCC for 1993, 1992 and 1991 amounted to $3,712,557,
$8,070,085 and $8,323,726, respectively. These amounts
represented all of the Company's sales for the periods presented.
The book values of the assets and liabilities of CCC to be
disposed of, which have been separately classified in the
accompanying balance sheet, consisted of the following at
December 31, 1993 and 1992:
1993 1992
Cash $ 0 $ 326,678
Accounts receivable 328,834 1,048,934
Inventory 0 875,000
Property, plant and
equipment, net 140,365 576,153
Other 15,599 97,382
-------- ---------
Total Assets 484,798 2,924,147
Loans and mortgages due
to creditors 1,019,035 1,988,593
Accounts payable and
accrued expenses 137,374 423,786
-------- ---------
Total liabilities 1,156,409 2,412,379
======== =========
Net assets to be
disposed of (671,611) 511,768
======== =========
Note 4. Business acquisitions
During July 1993, the Company acquired Aero Industries, Inc.
(Aero), a Florida corporation that subleases hangar and office
space at the Ft. Lauderdale Executive Airport in Florida, in a
business combination accounted for as a purchase. Aero also owns
undeveloped rights to certain retrofit technology for jet and
helicopter aircraft. The assets of Aero consisted principally of
leasehold improvements with a historical basis of $830,000.
Pursuant to the Stock Purchase Agreement dated July 1993, the
Company acquired all of the outstanding stock of Aero in exchange
for $700,000 in cash and 800,000 shares of previously unissued
restricted common stock of the Company. The shares were valued
at $.20 which amount approximates the net book value of the
Company prior to the purchase.
The majority shareholder of Aero prior to the purchase became a
majority shareholder of the Company during August 1993 as a
result of private purchases of restricted common stock from prior
owners.
The acquisition was accounted for as a purchase and as such, the
accompanying financial statements include the accounts of Aero
from the effective date of the merger. The acquired assets of
Aero have been recorded by the Company based upon their
historical cost. Liabilities assumed by the Company were
recorded at their face value. The total cost of the acquisition
exceeded the historical carrying amounts by $278,500. The excess
was allocated to goodwill. Since the recorded goodwill
represents a portion of research and development expenses
incurred for the aforementioned aircraft technology incurred by
the majority shareholder and since, to date, the technology has
not generated any operating revenues, this amount has been
charged to operations during the current period.
During July 1993, in connection with the refinancing of bank debt
related to the hangar and office facilities, the Company assigned
its interests in the Aero lease to an independent third party.
The assignment was subject to buy back provisions which were not
completed by the specified date of July 30, 1994.
The assignment agreement has not been filed with or approved by
the lessor of the property and the Company continues to carry out
its obligations to maintain the property under the lease terms.
The Company believes that its ability to reacquire the leasehold
interest is contingent on certain circumstances which may be
beyond its control. Accordingly, the Company has recorded a
charge to operations of $630,310 to write off the net carrying
value of this asset during the year ended December 31, 1993.
The shares issuable pursuant to the purchase were not issued as
of December 31, 1995 and the value thereof ($160,000) is included
in the accompanying balance sheet as subscriptions to common
stock.
Had the merger been completed at the beginning of the 1993 fiscal
year the Company's unaudited results of operations would not have
been materially different from those presented.
During December 1993, the Company paid an aggregate of $324,000
as deposits to effect the purchase of certain oil and gas leases
and related equipment. The purchase was completed in 1994 and
the Company assumed control of the lease operations therewith.
Note 5. Subsequent Event
During March, 1994, the Company completed the sale of the
remaining building located in Woodside, NY to an unaffiliated
purchaser. The Company received gross proceeds from the sale
amounting to $800,403 including cash and a note secured by the
property in the amount of $700,000. The note bears interest at
8.5% per annum and is due in monthly installments based upon a
term of fifteen years with a balloon payment due at the end of
the eighth year. The company will recorded gain from this
transaction in the amount of $660,038 during the year ended
December 31, 1994.
ITEM 8 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements during the period between
the Registrant and its accountants on accounting principles and
financial disclosure.
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT.
The names and ages of the Company's officers and directors
are as listed below. Each officer and director assumed his
position in connection with the change in control of the Registrant as
previously discussed. The terms of the officers and directors will expire at
the next annual meeting of the Company's shareholders.
There is no arrangement or understanding between any
Director of the Registrant and any other person or persons
pursuant to which such Director was or is to be selected as a director of a
nominee for director.
The Registrant's executive officers hold office until the
next annual meeting of the directors of the Registrant. There is
no arrangement or understanding between any executive officer and
any other person pursuant to which such executive officer was
selected as an officer of the Registrant.
The Registrant does not employ persons, other than the named
executive officers, who make or are expected to make significant
contributions to the business of the Registrant.
There are no family relationships between any director or
executive officer of the Registrant except as noted.
Name Age Position
Robert M. Terry 65 President, Chairman of
the Board of Directors
Christopher Dieterich 48 Secretary,
Vice-President,
Director and General
Counsel
Michael Savage 72 Vice-President and
Director
ROBERT M. TERRY has been Chairman of the Board of Directors and
President since August 1993. Mr. Terry has been president and
chief executive officer of Aero International, Inc. since its
inception in 1978. Mr. Terry has over 35 years of finance, engineering
development and construction development experience. He has been
an owner/operator of several firms in the aerospace, construction,
health services and marketing arenas. Mr. Terry established a
multi-project construction business in New York City which, in 1965, led to
assignments as consulting engineer on major projects throughout
Europe, Mexico and the United States. In 1970, he was appointed
President of National Health Services for the State Mutual Insurance Company.
In 1978, Mr. Terry entered the aviation industry with the formation
of Aero Industries as exclusive US distributor of Brazilian
aircraft. He operated that business from 1978 to the present. Mr. Terry is
also President and Chairman of the Board of International
Semiconductor Corp., a publicly-traded 12(g) company.
CHRISTOPHER H. DIETERICH has been Secretary, Vice-President and a
Director of the Company since September 1993. Mr. Dieterich is a
practicing attorney who holds advanced degrees in Civil
Engineering and Law/Economics. He has extensive experience in
the fields of construction, development, aviation, oil and gas
production, and environmental remediation. Mr. Dieterich is recognized
professionally for his management and technical expertise in
working with complex issues involving multi-country negotiations. In
1993 his professional law corporation filed for protection under chapter
11, occasioned by a lease dispute. For the last five years he has
been self-employed in a three person law firm which has represented
commercial and residential developers and companies in the aviation and
environmental reclamation industries. The firm provides securities
related services for public and private companies, general
business litigation services and specializes in securities litigation.
MICHAEL SAVAGE has been Vice-President, Marketing and Acquisition
and a Director since August, 1993. Mr. Savage has been a self-employed
financial consultant from 1958 to the present. Mr. Savage has
pioneered numerous companies and company concepts. He is
recognized as a "founder of the equipment leasing and automatic car wash
industries. Mr. Savage formed the first equipment leasing company in the US
in 1952, General Leasing Corporation. He advised major corporations
such as IBM, Singer, Friden Calculator and Pitney-Bowes in the
development of their product leasing programs. After founding the Western
Association of Equipment Lessors, and being recognized for his
financial expertise, Mr. Savage was retained for several years by
the Dunes Hotel in Las Vegas. His expertise at developing, from
concept to maturity, acquiring, and merging companies has
benefited numerous publicly-traded firms.
ITEM 11 EXECUTIVE COMPENSATION
The following tabulation sets forth the compensation of
the Chief Executive Officer of the Registrant. There were no
other highly compensated executive officers and no other forms of
compensation, current, long-term or deferred.
Name Year Position Salary
Morris Blinder President through August 1993
(deceased)
1991 $60,000
1992 $16,500
1993 $17,500
Robert M. Terry President from August 1993
5374 Village 1993 $ 0
Road, Long Beach 1994 $ 0
California 1995 $ 0
No other employees or officers or directors received in excess of
$10,000 during either of the years 1994 or 1995.
Currently, there are employment agreements in place with Mr.
Terry, and with Christopher H. Dieterich, functioning as the
companys general counsel, secretary and a director. Arik Makleff, who is
serving as the chief financial advisor to the company, has agreed
to commence employment in 1996 as the chief financial officer and
will receive a salary at that time.
As of December 31, 1995, no options on company stock were issued
or outstanding to anyone.
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Change in Control of the Registrant. During August 1993
Aero International, Inc. a Nevada corporation controlled by the
Terry Family Trust purchased an aggregate of 2,230,000 shares of common
stock of the Registrant for an aggregate price of $453,000 in cash.
The shares represented 79% of the then outstanding common shares.
The shares were purchased in separate private transactions from
Morris Blinder (an individual, now deceased, 1,150,000 shares), Blinder
Foundation for Crohn s Disease (a charitable foundation, 770,000
shares) and the Trustee in Bankruptcy for Intercontinental
Enterprises, Inc. (an unrelated corporation in liquidation, 310,000 shares).
A portion of the funds ($422,000) used to effect the transactions were
borrowed from Consolidated Intercapital Incorporated, an unrelated finance
company. The loan was repaid in full within its sixty day term including a
ten percent service charge.
Funds used to repay the loan were obtained by Aero International, Inc.
from the proceeds of the sale of its wholly-owned subsidiary, Aero
Industries, Inc. to the Registrant.
The following table sets forth the beneficial ownership of
Common Stock of the Registrant as of December 31, 1995, by (i)
each of the Registrant's officers and directors, (ii) each person who is
known by the Registrant to own beneficially more than 5% of the
outstanding shares of Common Stock, and (iii) all of the Registrant's
officers and directors as a group:
Amount and
Nature of Percent
Name and address of Beneficial of
beneficial owner (l) Ownership Class
--------------------- ------------ -------
Aero International, Inc. 3,030,000 60.4%
Lema Investments, Ltd. 1,000,000 19.6%
American Agri-Business 220,000 4.4%
Officers and directors
as a group (1) 3,250,000 64.8%
(1) Beneficial ownership results in each case from the
possession of sole voting and investment power with respect to the
shares. Robert M. Terry and Michael Savage (as president of American
Agri-Business) are the only directors having a Common
Stock ownership interest in the Registrant. Of the
shares attributed to Mr. Terry, 3,030,000 shares are owned by Aero
International, Inc. a company controlled by the Terry family trust, of
which Mr. Terry is a trustee.
The Registrant knows of no arrangement, the operation of
which may, at a subsequent date, result in change in control of
the Registrant.
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Except as provided for below, no director or officer of the
Registrant, nominee for election as a director, security holder
who is known to the Registrant to own of record or beneficially
more than 5% of any class of Registrant's voting securities, or any
relative or spouse of any of the foregoing persons, or any relative of
such spouse, who has the same home as such person, has had any
material transaction or series of transactions since the beginning of
1991, or has any presently proposed transaction, to which the Registrant
was or is to be a party, in which any of such persons had or is to have
any direct or indirect material interest.
Certain conflicts of interest have existed and will continue
to exist between the Registrant and its officers and directors.
Each has other interests including business interests to which he
devotes his primary attention.
PART IV
ITEM 13 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
The following documents are filed as a part of this Report
immediately following the signature page.
1. Financial Statements
For a complete list of the Financial Statements filed with
this Annual Report on Form 10-KSB, see index to Financial
Statements on
page 24.
2. Reports on Form 8-K
The Registrant has not filed any reports on Form 8-K during
the last quarter of the period covered by this report.
3. Exhibits
Number Description Page
3.1 Amendment to the Articles of Incorporation, dated
September 1, 1993, changing name of company to
Intercontinental Technologies Group, Inc.
3.2 Amendment to the Articles of Incorporation, dated
September 1, 1993, effecting a reverse split of
100 old shares for 1 new share.
10.3 Asset Sale Contract with Petro Resources, dated
October 1, 1993
10.4 Promissory Note in the amount of $650,000 from the Gita
Ashram Temple, dated March 8, 1994.
10.5 Equity Purchase and Investment Agreement with East
European Imports, dated November 10, 1994.
10.6 Exchange of Equity Agreement, dated September 1, 1994,
with ISC and LEMA Investments, Ltd.
10.7 Settlement Agreement with EFTS, Inc., dated
February 23, 1996.
21.1 Subsidiaries of Registrant
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this
report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
Intercontinental Technologies Group, Inc.
By /s/ Robert M. Terry
Date: October 22, 1996 Robert M. Terry
President
By /s/ Robert M. Terry
Date: October 22, 1996 Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Date: October 22, 1996 By /s/ Robert M. Terry
Robert M. Terry,
President and Director
Date: October 19, 1996 By: /s/ Christopher Dieterich
Christopher Dieterich
Secretary and Director
Date: October 19, 1996 By: /s/ Michael Savage
Michael Savage
Vice President, Director
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CONTINENTAL CONNECTOR INDUSTRIES, INC.
Continental Connector Industries, Inc., a corporation
organized and existing under the laws of the State of Nevada (the
"Company"), does hereby certify that:
The amendment set forth below to the Company's Articles of
Incorporation was duly adopted in accordance with the provisions
of the General Corporation Law of the State of Nevada.
Article FOURTH is amended by the addition of the following
provision:
Simultaneously with the effective date of this amendment
(the "Effective Date"), each share of the Company's Common
Stock, par value $0.001 per share, issued and outstanding
immediately prior to the Effective Date (the "Old Common
Stock") shall automatically and without any action on the
part of the record holder thereof be reclassified as and
changed into one-one-hundredth (1/100) of a share (the "New
Common Stock"), subject to the treatment of fractional share
interests as described below. Each record holder of a
certificate or certificates which immediately prior to the
Effective Date represented outstanding shares of Old Common
Stock (the "Old Certificates", whether one or more) shall be
entitled to receive upon surrender of such Old Certificates
to the Company's Exchange Agent for cancellation, a
certificate or certificates (the "New Certificates", whether
one or more) representing the number of whole shares of the
New Common Stock into which and for which the shares of the
Old Common Stock formerly represented by such Old
Certificates so surrendered, are reclassified under the
terms hereof. From and after the effective Date, Old
Certificates shall represent only the right to receive New
Certificates (and, where applicable, cash in lieu of
fractional shares, as provided below) pursuant to the
provisions hereof. No certificates or scrip representing
fractional share interests in New Common Stock will be
issued, and no such fractional share interest will entitle
the record holder thereof to vote, or to any rights of a
record stockholder of the Company. A record holder of Old
Certificates shall receive, in lieu of any fraction of a
share of New Common Stock to which the record holder would
otherwise be entitled, a cash payment therefor on the basis
of the average of the closing bid and asked prices as
reported by any exchange on which the stock is traded on the
Effective Date (or in the even the Company' Common Stock is
not so traded on the Effective Date, such average of the
closing bid and asked prices as reported by the exchange of
the next succeeding day on which such stock was so traded).
If there are no trades on any exchange, then $1.00 will be
the stated share price. If more than one Old Certificate
shall be surrendered at one time for the account of the same
record stockholder, the number of full shares of New Common
Stock for which New Certificates shall be issued shall be
computed on the basis of the aggregate number of shares
represented by the Old Certificates so surrendered. In the
event that the Company's Exchange Agent determines that a
record holder of Old Certificates has not tendered all of
his certificates for exchange, the Exchange Agent shall
carry forward any fractional share until all certificates of
that record holder have been presented for exchange such
that payment for fractional shares to any one person shall
not exceed the value of one share. If any New Certificate
is to be issued in the name other than that in which the Old
Certificates surrendered for exchange are issued, the Old
Certificates so surrendered shall be properly endorsed and
otherwise in proper form for transfer, and the person or
persons requesting such exchange shall affix any requisite
stock transfer tax stamps to the Old Certificates
surrendered, or provide funds for their purchase, or
establish to the satisfaction of the Exchange Agent that
such taxes are not payable. From and after the effective
Date the amount of capital represented by the shares of the
New Common Stock into which and for which the shares of the
Old Common Stock are reclassified under the terms hereof
shall be the same as the amount of capital represented by
the shares of Old Common Stock so reclassified, until
thereafter reduced or increased in accordance with
applicable law.
IN WITNESS WHEREOF, Continental Connector Industries has
caused this Certificate to be signed and attested by its duly
authorized officers, this 1st day of September, 1993.
CONTINENTAL CONNECTOR INDUSTRIES
By: /s/ Robert M. Terry
Robert M. Terry,
President
ATTEST:
By: /s/ Christopher Dieterich
Christopher Dieterich, Secretary
CERTIFICATE OF AMENDMENT
to the
ARTICLE OF INCORPORATION
of
CONTINENTAL CONNECTOR INDUSTRIES, INC.
Pursuant to the provisions of Nevada Corporation law, the
undersigned corporation hereby adopts the following Certificate
of Amendment to its Articles of Incorporation:
ARTICLE I previously read as follows:
I. The name of this corporation is CONTINENTAL CONNECTOR
INDUSTRIES, INC.
ARTICLE I is hereby amended to read as follows:
I. The name of this Corporation is INTERCONTINENTAL
TECHNOLOGIES GROUP, INC.
This amendment was approved by a unanimous vote of the Board
of Directors and 84% of the Shareholders on September 1, 1993.
Dated this 1st day of September, 1993.
CONTINENTAL CONNECTOR INDUSTRIES, INC.
By: /s/ Robert M. Terry
President
By: /s/ Christopher H. Dieterich
Secretary
<PAGE>
ASSET SALE CONTRACT
This contract, made as of October 1, 1993, between PETRO
RESOURCES, INC., a Texas corporation, ("Seller"), with a place of
business at Fort Worth Club Tower, Suite 1126, 777 Taylor Street,
Fort Worth, Texas 76102, and JACK W. SMITH ("Buyer"), and SMITHS
assignee, Intercontinental Technologies Group, Inc., 5374 Village Road,
Long Beach, California 90808, whose address is 11265 Rolling Hills
Drive, El Cajon, California 92020.
WITNESSETH
Whereas, Seller desires to sell to Buyer and Buyer desires
to purchase from Seller on the terms and conditions set forth in
this Contract (the Contract") certain interests and operating rights
in the oil and gas leases(s) and related personal property, fixtures and
improvements located thereon; such interests, operating rights,
and related personal property, fixtures and improvements being
referred to herein as the "Assets" and described in the attachments hereto.
Now, Therefore, in consideration of the mutual covenants
herein contained, Seller and Buyer agree as follows:
1. Conveyance. Seller shall sell, assign, transfer and
convey to Buyer at the Closing (as defined below), and Buyer shall purchase
and accept all of Sellers right, title and interest in and to the
Assets except as herein limited.
2. Closing. As used herein, the term "Closing" means the
date on which the purchase price is paid to Seller and the
conveyancing instruments(s) referred to in paragraph 6 hereof are delivered to
Buyer. The Closing shall occur at Sellers office located at 4200
Easton Drive, Suite 16, Bakersfield, California 93309, at 12 o'clock
mid-day, on October 1, 1993 or at such other time and place as is
agreeable to Seller and Buyer.
3. Manner of Payment. Buyer shall pay to Seller for the
Assets a purchase price of TWO HUNDRED & SEVENTY FIVE THOUSAND U.S.
DOLLARS ($275,000.00) of which the Seller has received TWENTY FIVE
THOUSAND DOLLARS ($25,000.00) as a down payment in cash at Closing.
All amounts to be paid hereunder shall be paid by cashier's
check, bank money order or wire transfer of immediately available funds
made payable to "PETRO RESOURCES, INC."
4. Disposition of Accounts receivable and Other Revenues.
Accounts receivable or other revenues associated with the Assets,
to the extent that such accounts receivable or revenues are
attributable to times prior to the Effective Date, and oil in tanks
above the pipeline connections and gas produced prior to such date shall
not be part of the sale but shall remain the property of Seller. All
storage tanks, if any, on the leases subject to this Contract shall be
gauged at 7:00 a.m. on the Effective Date. Seller and Buyer shall
execute such additional documents as may be necessary to properly
evidence the transfer of interests herein sold and purchased on the
records of any oil or gas purchaser. Seller shall have the right to
enter upon the Asset to remove all oil and gas not sold herein within a
reasonable time following Closing, or sell the same to Buyer at Seller's
posted price for oil (and Seller's gas sales contract price for gas)
prevailing in the field as of Closing.
5. Proration of Credits and Payment Obligations and Taxes.
All credits and payment obligations associated with the Assets,
including but not limited to royalties, lease and other forms of
contractual payments (including prepayments) and ad valorem
property, severance, windfall profit and other forms of taxes, shall be
prorated between Seller and Buyer as of the Effective Date, with Seller
responsible for all such items prior to such date. Buyer shall
be responsible for and shall pay for all such items on and after
such date. Buyer shall be responsible for and shall pay for all such
items on and after such date. Buyer shall pay all sales and use taxes,
plus any penalty or interest thereon, applicable to the sale of the
Assets.
6. Documentation of Sale and Transfer Ownership.
a. Seller shall deliver title to the Assets to Buyer
at the Closing in the form of that "assignment of Oil and Gas Lease
Reserving Overriding Royalty" attached hereto as Exhibit "A", subject to
the reservations, limitations, conditions and restrictions contained
in this Contract, said assignment to be delivered to Buyer or his
Assignee immediately upon qualification pursuant to paragraph 11 below and
expiration of the Examination Period provided in paragraph 7 below.
b. Sellers title shall be subject to all matters
appearing of record or that can be ascertained by an inspection of the
Assets and shall be conveyed to Buyer without any warranty of title, express
or implied, except that Seller has not theretofore disposed of any
interest herein offered for sale. The cost of title insurance,
if any, shall be paid for by the party requesting it.
The assignment of the Assets shall also be subject to the
terms of Settlement Agreement and Mutual General and Special release by
and between Petro Resources,, Inc. on the one hand and Mercury Oil
Company and John Harden, Jr. on the other hand, executed effective
September 1, 1986 as amended by document dated November 17, 1986.
7. Buyer Accepts the Assets "AS IS, WHERE IS".
a. Buyer assumes the risk of condition of the Assets,
including compliance with all laws, rules, orders and regulations
affecting the environment, whether existing before or after
Closing and Buyer shall satisfy himself with respect thereto.
b. THE ASSETS ARE SOLD "AS IS, WHERE IS" AND SELLER
MAKES NO WARRANTY, WHETHER EXPRESS OR IMPLIED IN FACT OR IN LAW, OF
MERCHANTABILITY, FITNESS FOR ANY PURPOSE, STATE OF REPAIR,
CONDITION OR SAFETY OF THE REAL OR PERSONAL PROPERTY, NOR COMPLIANCE WITH
APPLICABLE LAW, RULE, ORDER AND REGULATION, CONCERNING THE ASSETS.
c. The Assets have been used for oil and gas drilling
and producing operations, related oil field operations and possible
for the storage and disposal of waste materials or hazardous substances.
Physical changes in the land may have occurred as result of such
uses. The Assets also may contain buried pipelines and other equipment,
whether or not of a similar nature, the locations of which may
not be readily apparent. Buyer understands that Seller does not have
the requisite information with which to determine the exact nature or
condition of the Assets nor the effect any such use has had on
the physical condition of the Assets.
d. Buyer acknowledges that:
(i) He has entered into this Contract on the basis of
his own investigation of the physical condition of the Assets,
including subsurface condition.
(ii) the Assets have been used in the manner and for
the purposes set forth above and that physical changes to the Assets
may have occurred as a result of such use.
(iii) during the period (the "Examination Period")
beginning on the date of Closing and ending 14 consecutive days thereafter,
Buyer and his agents may perform such further inspections,
examinations, investigations and studies as Buyer may deem necessary
regarding the presence of hazardous materials which are the responsibility of
Seller and pertain to the Assets. If such hazardous materials are
discovered and notice is given by Buyer to Seller within the Examination
Period describing the location, nature and extent thereof, Seller shall
undertake to remove the hazardous materials; PROVIDED, HOWEVER,
should Seller at any time decide it is impractical, in Sellers' sole
opinion, to remove such hazardous materials, Seller may return the
Purchase Price to Buyer, whereupon this Contract shall terminate and
Seller and Buyer shall have no further duties or obligations so each other
hereunder. Failure of Buyer to give such written notice within
the Examination Period shall constitute both an acknowledgement that
no such hazardous materials are present and acceptance of the Assets
by Buyer. Buyer shall provide to seller copies of all date,
analyses of such data, test results, and reports received or prepared by or
for Buyer regarding the presence of hazardous materials pertaining to
the Assets.
8. Compliance with law. Buyer shall comply with all
applicable laws, rules, ordinances, and regulations, and shall promptly
obtain all permits required by public authorities in connection with the
Assets. Buyer shall comply with all covenants in the instruments in the
chain of title to the Asset and with all terms and provision, expressed
or implied, in the agreements and leases to which the Assets are
subject.
9. Indemnification and Assumption of All Asset
Obligations. Buyer shall assume full responsibility for the Assets as of the
Effective Date, including, but not limited to, all operations,
royalty payments, rental payments and all accounting and reporting
thereof and shall indemnify, defend, and hold harmless Seller from and
against all loss, liability, claims, fines, expenses, costs (including
attorney's fees and expenses) and causes of action thereafter arising with
respect thereto, including but not limited to, plugging and abandonment
of existing wells, the restoration of the surface of the land as may
be required, and the removal of or failure to remove any sumps,
foundation, structures, or equipment therefrom.
10. Brokers or Finders Fees. Seller and Buyer warrant that
neither has incurred any liability, contingent or otherwise, for
brokers or finders fees or commissions relating to this contract
for which the other shall have responsibility. Except as otherwise
provided herein, all fees, costs and expenses incurred by Seller
or Buyer relating to this Contract shall be paid by the party
incurring the same. All recording and transfer fees shall be paid by
Buyer.
11. Qualification of Buyer. Buyer shall have a period of
45 days from the Closing to post any and all bonds required by the
Division of Oil and Gas, the County of Ventura, and any other governing
bodies having jurisdiction over said Lease. Immediately upon receiving
confirmation of the filing of such bonds, Seller shall deliver to
Buyer the Assignment referred to in paragraph 6 above. Failure of
Buyer to post such bonds within such period shall constitute a breach of
this contract in which case Seller shall be entitled t retain all sums
theretofore paid to Seller hereunder as liquidated damages, with
Buyer having no further interest in the Assets or rights under this
contract.
12. Notices. All notices and consents to be given
hereunder shall be in writing and shall be deemed to have been duly given
if delivered personally, telexed with receipt acknowledged, mailed
by registered mail or delivered by a recognized commercial courier
to the part at the address set forth on the first page of this Contract
or such other address as any party shall have designated for itself by
ten (10) days notice to the other party.
13. Time of Performance. Time is of the essence of this
Contract.
14. Entire Agreement. This Contract constitutes the
entire agreement between Seller and Buyer with respect to the subject
matter hereof, superseding all prior statements, representations,
discussions, agreements and understandings relating to such subject matter.
15. Assignment. Buyer may freely assign his rights and
obligations hereunder without the consent of Seller; provided,
however, that such Assignment shall not operate to relieve Buyer from his
obligations to Seller hereunder.
16. Headings. The headings used in this Contract are
inserted for convenience only and shall be disregarded in construing it.
17. Governing Law. This Contract shall be governed by the
law of the State of California without regard to rules concerning
conflicts of law.
IN WITNESS WHEREOF, the undersigned parties to this Contract have
executed it as of the day and year first mentioned above.
Buyer: Seller:
PETRO RESOURCES, INC.
/s/ Jack W. Smith /s/ Joe D. Rose,
Vice President
<PAGE>
PROMISSORY NOTE
$700,000.00 New York, New
York
March 8, 1994
For value received, the undersigned (the "Payor"), promises
to pay to Continental Industries, Inc. or its designee (the
"Payee") at the office of Christopher Dieterich, Esq., Dieterich
& Associates, 2950 31st Street, Suite 240, Santa Monica,
California 90405, lawful money of the United States to be paid
for a term of eight (8) years with amortization calculated at
fifteen (15) years, with a balloon payment for the outstanding
principle due at the end of the term with interest thereon to be
computed from the date hereof, at the rate of interest of eight
and one half (8.5%) percent per annum, with amortization
calculated at 15 years, but for a term of only 8 years, with a
balloon payment of the outstanding principle due at the tend of
the term. Said interest and principle to be paid in 96 equal
monthly installments of six thousand eight hundred and ninety
three *($6,893.20) dollars and twenty cents commencing from one
month from the date of execution of this instrument. Said rate
shall be adjusted on the third anniversary of the execution of
this instrument so that the rate of interest shall be 2.5 percent
above the prime rate as published in the New York Times for
Citibank or eight and one-half (8.5%) whichever is greater and in
no event shall the interest rate exceed nine and one-half (9.5%).
The principal of this Note may be prepaid, in whole or in
part, at any time, without penalty.
Should the Payor fail to pay any installment of this Note
within 10 days of when due, then upon ten (10) days written
notice by Certified mail Return Receipt Requested to the Payor,
within which to cure any such default, the Payee may accelerate
this Note and declare it immediately due and payable. Payor
shall have ten days from the date of mailing said notice to cure
any default.
Should suit be commenced or an attorney employed to enforce
the payment of this Note the undersigned agrees to pay such
additional sum as the court may adjudge reasonable as attorney's
fees in said suite.
GITA TEMPLE ASHRAM,
INC.
By: J.N. Swami
President
EQUITY PURCHASE AND INVESTMENT AGREEMENT
THIS AGREEMENT is made and entered into by and between, John
E. Trotman and John Perez ("Owners"), who collectively own the
rights to import ARO automobiles from Romania, and
INTERCONTINENTAL TECHNOLOGIES GROUP, INC., a Nevada publicly held
corporation ("ITG").
WHEREAS, Owners own the rights to import automobiles from
the ARO factory in Romania, with exclusive rights to the United
States and other portions of the Western Hemisphere (See
Attachment "A"); and
WHEREAS, the parties to this agreement are interested in
creating an import/distribution company, to be called East
European Imports ("EEI" or the "Company"), which will accomplish
the importation of the automobiles, and;
WHEREAS, The Company is desirous of obtaining from ITG and
ITG is willing to provide sufficient financing to accomplish the
goals of the Company, upon the terms and conditions and for the
consideration set forth below;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree as follows:
ARTICLE 1. EQUITY PURCHASE
Section 1. For the purchase price, and on the terms and
subject to the conditions set forth in this agreement, Trotman
and Perez agree to sell to ITG an equity interest in EEI equal to
Four Hundred Eighty (480) shares of common stock of the Company
to be issued by it to represent 49% of the then-issued and
outstanding common stock (980 shares total), or equity, if the
limited liability company format is used. ITG understands that
this stock is restricted stock such that resales must be made
subject to exemptions or waivers from the Federal and state
securities laws. After this issuance, Trotman and Perez will own
51% of the common stock and ITG will own 49% of the common stock.
After the date of closing, the Company will be governed under the
normal corporate laws of Florida. A joint checking account will
be established which will require a signature from one member of
ITG and one of either Trotman or Perez for all expenses in excess
of $10,000 until further modified by an agreement of the parties.
The Company will have 5 directors, 2 selected by Trotman and
Perez and 2 selected by ITG, with the final director selected by
the initial 4 directors.
ARTICLE 2. PURCHASE PRICE
Section 2. The consideration for the Company's shares sold
to ITG in accordance with this Agreement is acknowledged by the
parties to be 150,000 shares of ITG common, delivered to Owners,
restricted against transfer for a period of 2 years without prior
approval of ITG, with the share valuation based upon the trading
price of the shares on the day after the shares commence trading
on the over-the-counter marketplace. If the shares are trading
at less than $3.00/share, then additional shares shall be issued
to total to a valuation of $450,000. Further, if EEI does not
maintain the minimum sales required under the "General
Agreement", attached to this agreement as Attachment "A", during
the first year, then ITG may rescind this agreement and recover
the 150,000 shares of its stock and any loans then outstanding.
This rescission option expires after 1 year's satisfactory
performance under the General Agreement.
ARTICLE 3. CAPITALIZATION AGREEMENT
Section 3. In addition to the share acquisition above, ITG
agrees to provide additional assets, as needed, on a loan basis,
to allow for the operation of the Company pursuant to the
scheduled business plan expenses for the six months following
closing. This infusion may be in the form of assets against
which loans or commitments may be made to secure the capital
necessary to fund the operations, and ITG will subordinate its
claim to the assets to any claims of lenders advancing funds
against them. Any sums actually loaned to EEI by ITG will bear
interest at the rate of 8% per annum and will be repayable 1 year
after their date of transfer, but payable only out of profits of
the Company. The parties further anticipate that, based upon the
valuation of the Company's assets and the opportunity inherent in
becoming a dealer, dealerships will be sold and cash raised
through this mechanism. If there are no profits, then the loan
repayment will be deferred until profits occur.
ARTICLE 4. WARRANTIES OF OWNERS
Section 4. Owners hereby warrant, represent, and covenant
to ITG, and this Agreement is made in reliance on the following,
each of which is deemed to be a separate covenant,
representation, and warranty:
a. Ownership of Stock
Except as is provided below, the Owners own, beneficially
and of record, free and clear of all liens, charges, claims,
equities, restrictions, or encumbrances, the shares of capital
stock of the Company, or the rights to the assets of the Company
if an alternative form of organization (LLC) is chosen, to be
sold to ITG hereunder and have the full right, power, and
authority to sell, transfer, and deliver to ITG, in accordance
with this Agreement, the number of shares of common stock of the
Company so set forth, free and clear of all liens, charges,
claims, equities, restrictions, and encumbrances. The sale by
Owners of such shares does not constitute a breach or violation
of, or default under any will, deed of trust, agreement, or other
instrument by which the Company or the Owners are bound.
Further, upon its formation, EEI will possess all rights of
Owners in and to the General Agreement with INDUSTRIALEXPORT, SA
and S.C. ARO, SA, dated October 14, 1994.
b. Duly Organized
Company is a corporation duly organized, or to be organized
with consent of ITG, validly existing, and in good standing under
the laws of the State of Florida, and has its principal place of
business at Miami, Florida.
c. Litigation
To the extent of the Owner's knowledge, there are no
actions, suits, claims, proceedings, investigations, or litiga
tion pending, or to the knowledge of the Company or Owners
threatened against or affecting the Company, at law or in equity
or admiralty, or before any federal, state, municipal, or other
governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign.
d. "As Is"
ITG acknowledges and agrees that it is purchasing the
Company's shares (or equity) based upon its own inspection and
investigation of the prospects for the ARO automobile, and that
ITG is acquiring an interest in the Company in its present "as
is" condition and without representation or warranty of any kind
or nature by the Company except as is otherwise expressly set
forth above in this Article 4.
ARTICLE 5. WARRANTIES OF ITG
Section 5. ITG hereby warrants, represents, and covenants
to the Company, and to Owners, and this Agreement is made in
reliance on the following, each of which is deemed to be a
separate covenant, representation, and warranty: ITG is a duly
organized and existing trust under the laws of the State of
Nevada, and has all of the powers and authority necessary to
carry on the business it now conducts, and has the power and
authority to purchase the equity of Company sold by the Company
and the Owners on the terms, conditions, and for the
consideration set forth herein.
ARTICLE 6. CLOSING DATE AND SURVIVAL OF WARRANTIES
Section 6. The purchase and sale described in this
Agreement shall be effective as of the date of this Agreement.
Closing will occur as directed by the parties, subject to
delivery of the equity certificates to ITG and the stock payment
to Owners, adjusted for market value as indicated above, but will
be considered effective as of October 5, 1994 (date of initial
letter of intent).
ARTICLE 7. SURVIVAL OF WARRANTIES
Section 7. The warranties, representations, and covenants
of each of the parties to this Agreement, both ITG and the
Owners, shall survive the execution of this Agreement and the
consummation of the purchase and sale described in this
agreement.
ARTICLE 8. BROKERAGE
Section 8. Each party hereto represents, warrants, and
agrees that all negotiations relative to this Agreement have been
carried on by him, or his representative, directly with the other
party without the intervention of any person; that no broker
other than Performance Financial Services brought about this sale
on his behalf; and that each party will indemnify and hold the
other party harmless from any and all claims, suits, and actions
for brokerage or other commissions, and from and against all
expenses of any character, including reasonable attorneys' fees
incurred by the other by reason of any claim by any person or
broker claiming to have been engaged by, or on behalf of, the
indemnifying party, or with whom the indemnifying party is
claimed to have made any agreement for compensation.
Compensation to Performance will be agreed upon separately
between the parties to this agreement and Performance. Failure
to agree on this compensation will not be cause to cancel or
negate this Agreement.
ARTICLE 9. ASSIGNMENT
Section 9. This Agreement, and any interest herein, shall
NOT be assignable by either party without the other party's prior
written consent, which will not be unreasonably withheld.
ARTICLE 10. NOTICES
Section 10. All notices required or permitted to be given
hereunder shall be in writing and shall be sent by first-class
mail, postage prepaid, deposited in the United States mail in
Florida, and if intended for the Company, shall be given to the
Company and shall be addressed: EEI, 5601 NW 15th Street, Fort
Lauderdale, Florida 33309; to INTERCONTINENTAL TECHNOLOGIES
GROUP, INC., 2950 31st Street, Suite 240, Santa Monica,
California 90405. Any party hereto, by written notice to the
other party, may change the address for notices to be sent to
him.
ARTICLE 11. ENTIRE AGREEMENT
Section 11. This Agreement contains the entire agreement of
the parties hereto, and supersedes any prior written or oral
agreements between them concerning the subject matter contained
herein. There are no representations, agreements or arrangements
relating to the subject matter contained in this Agreement which
are not fully expressed herein.
ARTICLE 12. GOVERNING LAW
Section 12. All questions with respect to the construction
of this Agreement, and the rights and liabilities of the parties
hereto, shall be governed by the laws of the State of Florida.
ARTICLE 13. INUREMENT
Section 13. Subject to the restrictions against assignment
as herein contained, this Agreement shall inure to the benefit
of, and shall be binding upon, the assigns, successors in
interest, personal representatives, estates, heirs, and legatees
of each of the parties hereto.
ARTICLE 14. ATTORNEYS' FEES
Section 14. In the event of any controversy, claim or
dispute between the parties arising out of or relating to this
Agreement or its breach, the prevailing party shall be entitled
to recover from the losing party reasonable expenses, attorneys'
fees, and costs.
Executed November 10, 1994.
THE COMPANY:
EAST EUROPEAN IMPORTS, INC.
By: /s/ John E. Trotman
John E. Trotman, Individually
By: /s/ John E. Trotman
John E. Trotman,
President
By: /s/ John Perez
John Perez, Individually
INTERCONTINENTAL TECHNOLOGIES GROUP, INC.
By: /s/ Robert M. Terry
Robert M. Terry,
Chairman of the Board
<PAGE>
EQUITY EXCHANGE AGREEMENT
The parties to this agreement are INTERCONTINENTAL
TECHNOLOGIES GROUP, INC., a Nevada corporation ( ITG ),
INTERNATIONAL SEMICONDUCTOR CORP (formerly ISRAEL SEMICONDUCTOR
CORP) or ISC , and LEMA INVESTMENTS, LTD. An Isle of Mann
company ( LEMA ).
WHEREAS, the directors of ITG have evaluated the future
prospects of ISC as a producer and purveyor of gallium arsenide
diodes and substrate, and believe them to be excellent; and
WHEREAS, the directors of ISC have analyzed the existing
agreements and the potential future agreements of ITG in the
automotive importation, aircraft modification and real estate
lending arenas and believe them to be excellent; and
WHEREAS, LEMA, as the majority shareholder of ISC desires to
enlarge the asset base of ISC and is wiling to underwrite the
performance of certain aspects of the ISC business plan; and
WHEREAS, ITG is willing to have its equity evaluated in the
public marketplace for purposes of concluding this transaction;
NOW, THEREFORE, the parties, based upon the assumptions set
forth above and upon the following promises and conditions hereby
agree:
1.0 Equity Exchange
1.1 ISC and ITG will Exchange approximately 20% of
their company value, in the form of additionally issued common
stock, each with the other. This will be accomplished by the
creation of 1,600,000 shares f stock of ISC in the name of ITG or
one of its subsidiaries, to be selected by ITG, coincident with
the creation of 1,000,000 shares of ITG stock in the name of ISC
or one of its subsidiaries, to be selected by ISC.
1.2 Should the events of ISC rescission or ITG re-
evaluation set forth below occur, LEMA hereby agrees to acquire
the ITG stock, at which time LEMA will transfer to ITG 1,600,000
shares of ISC common stock currently in LEMA s possession, and
receive in Exchange the 1,000,000 shares f ITG common stock
previously tendered to ISC.
1.3 All parties acknowledge that the shares being
issued or transferred pursuant to this agreement are restricted
shares and no public market will exist for these shares absent an
exemption or subsequent registration.
2.0 Value Assurances
2.1 ITG estimates that it will be publicly traded by
the close of calendar 1994, which will create an equity market
for shares of its common stock. Although the stock to be issued
pursuant to this agreement will be restricted stock under Rule
144, the parties agree to accept the market price of ITG stock on
December 31, 1994 for purposes of effecting an equity evaluation
of the Exchange undertaken by this agreement. If ITG stock is
not trading at or above $2.00 per share (average of bid and
asked) for 5 consecutive days prior to December 31, 1994, ISC may
rescind its participation in this transaction by tendering its
interest in this agreement to LEMA. Should this occur, ITG will
tender the 1,600,000 shares to ISC for cancellation.
2.2 If at any time prior to December 31, 1994, the per
share value of ISC on the over-the-counter market falls below
$1.50, and remains at an average price equal to or less than
$1.50 for five consecutive days, then ITG may elect to rescind
this transaction and return its ISC shares in exchange for a
cancellation of the 1,000,000 shares issued to ISC.
2.3 If no public market has been established for ITG
stock by December 31, 1994, ISC may rescind this transaction by
tendering its interest in the agreement to LEMA. The absence of
a public market on December 31, 1994 will not create a rescission
right in LEMA.
3.0 Miscellaneous
3.1 Amendment. This Agreement may not be varied or
amended except by an instrument in writing executed concurrently
with or subsequent to the execution hereof and signed by both
parties.
3.2 Counterparts. This Agreement may be executed in
any number of counterparts, and by the parties on separate
counterparts, but all such counterparts shall together constitute
a single instrument.
3.3 Severability. Each of the articles and Paragraphs
hereof shall be deemed severable from the others. The
determination by any court of proper jurisdiction that any
Section or Paragraph is void or voidable, illegal or
unenforceable shall in no way affect the balance of this
Agreement.
3.4 Applicable Law. This Agreement shall be construed
and performance thereof shall be determined according to the laws
of the State of Nevada. The parties agree to the selection of
the courts of Clark County (either state or Federal) as the forum
for the resolution of disputes arising under this agreement.
3.5 Entire Agreement. This Agreement sets forth all
the covenants, promises, agreements, conditions and
understandings between the parties, and there are no covenants,
promises, agreements, conditions or understandings, either oral
or written, between them other than are herein set forth. Except
as herein otherwise provided, no subsequent alteration,
amendment, change or addition hereto shall be binding upon the
parties.
3.6 Binding Nature. This Agreement shall inure to,
and be binding upon, the heirs, personal representatives,
successors and assigns of the parties hereto.
3.7 Benefits of Counsel. Neither party assumes any
liability for nor makes any representations concerning the
treatment by the other party hereto of the assets or the payments
provided for herein for financial statement or tax purposes.
Each party represents and warrants to the other that the
warranting party has had the benefit of or has had the
opportunity to obtain legal, financial and tax counsel of that
party's choice, and that the warranting party has not relied in
any way on the opinion or statements, written or oral, of the
other party concerning such matters.
3.8 Time. Time is of the essence of this Agreement
and all terms, conditions and agreements contained herein.
3.9 Attorneys Fees. Should this agreement or any
portion of it be the subject of litigation or arbitration between
the parties, the prevailing party in any such arbitration or
litigation will be entitled, in addition to all other costs and
damages, to an award of his or its reasonable attorney's fees as
an additional item of damages.
3.10 Notices. Service of all notices or
communications pertaining hereto shall be by facsimile or
registered mail, addressed as follows:
INTERCONTINENTAL TECHNOLOGIES GROUP, INC.
5374 Village Road, Long Beach, California 90808
INTERNATIONAL SEMICONDUCTOR CORP.
2950 31st Street, Suite 240,
Santa Monica, California 90405
LEMA INVESTMENTS, LTD.169 Regent Street,
London, W1R 7FB, England
Any such notices shall be effective when received by the party
involved or his representative as the case may be or upon the
second attempt to deliver to such party by the telegraph service
or postal service.
3.11 Force Majeure. If either party shall be delayed
or hindered in or prevented from the performance of any act
required hereunder by reason of strikes, lockouts, labor
troubles, inability to procure materials, failure of power
restrictive governmental laws or regulations, riots,
insurrections, war or other reasons of a like nature not the
fault of the party delayed in performance of acts required by the
terms of this agreement, then performance of such act shall be
excused for the duration of the delay and the period of the
performance of any such act shall be extended for a period
equivalent to the period of such delay.
Dated: September 1, 1994
INTERCONTINENTAL TECHNOLOGIES GROUP, INC.
By: /s/ Robert M. Terry
Robert M. Terry, President
INTERNATIONAL SEMICONDUCTOR CORP.
By: /s/ David Gabay
David Gabay,
President
LEMA INVESTMENTS, LTD.
By: /s/ Sheridan Ralph Gill
Sheridan Ralph Gill
Managing Director
SETTLEMENT AGREEMENT
The parties to this agreement are Intercontinental
Technologies Group, Inc. ("ITG"), a Nevada corporation and EFTS,
Inc., ("EFTS"), a Florida corporation.
The parties entered into an arrangement for the sale of
ITG's former subsidiary, Continental Connector Corporation
("CCC"), dated December 20, 1994. However, the consideration
proposed at the time of the original arrangement has since been
determined to be unworkable for both parties due to a mis-
evaluation of the assets, and the parties hereby agree to alter
the terms of the agreement as set forth below.
ITG hereby agrees to revise the original contract such that,
in addition to the sale of CCC, it will deliver to EFTS 100,000
shares of common stock of ITG. EFTS, in return, will pay to ITG
the sum of $290,000, and all prior arrangements for transfer of
sums or contingent payments will be cancelled.
Accepted this 23nd day of February, 1996:
INTERCONTINENTAL TECHNOLOGIES
GROUP, INC.
By: /s/ Robert M. Terry
Robert M. Terry, President
EFTS, INC.
By: /s/ Jerome Saver
Jerome Saver, President
Exhibit 21. Subsidiaries
ITG Energy, Inc. (100%)
Aero Industries, Inc. (100%)
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