MADERA INTERNATIONAL INC
10QSB, 1999-03-02
ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES)
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

             ( x ) Quarterly Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934

                For the quarterly period ended December 31, 1998

                                       OR

              (  ) Transition Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934

                        For the Transition period from to

                         Commission file number 0-16523

                           MADERA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

             Nevada                                   68-0318289
- -------------------------------                 ---------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification Number)


   2600 Douglas Road - Suite 1004, Coral Gables, FL           33134
- ---------------------------------------------------         ---------
  (Address of principal executive offices)                  (Zip Code)


              Phone: (305) 774-9411              Fax: (305) 774-9345
          -----------------------------------------------------------
          (Registrant's telephone and fax number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes  (X) No ( )

As of December 31, 1998, there were 84,332,249  shares of common stock ($.01 par
value) issued and outstanding.

Total sequentially numbered pages in this document:    14





                                        1

<PAGE>

                            PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           Madera International, Inc.
                                  Balance Sheet
                        For The Period Ended December 31

                        ASSETS                        1998            1997
                                                   (Unaudited)     (Unaudited)
                                                   ---------------------------
                    Current Assets
Cash                                                  $140,693         $40,024
Receivables (Note B)                                 2,243,956       1,127,626
Inventory (Note A and P)                             4,390,287       2,578,156
                                                   ---------------------------
          Total Current Assets                       6,774,936       3,745,806
                                                   ---------------------------
             Property, Plant & Equipment
Investment in Timber Producing Property (Note D)    27,972,394      27,500,000
Investment in sawmill and related properties         2,192,465       2,468,191
Other investments                                    1,500,000       1,500,000
Furniture & equipment                                   21,585          22,134
Other                                                        0               0
                                                   ---------------------------
Total Property, Plant & Equipment                   31,686,444      31,490,325
                                                   ---------------------------
                     Other Assets
Inter-company Aserraadera Itaya                              0       1,167,838
Investment in environmental land                             0         357,544
Security deposits                                        5,794           5,794
Other receivables                                        4,200          28,033
                                                   ---------------------------
Total Other Assets                                       9,994       1,559,209
                                                   ---------------------------
          Total Assets                              38,471,374      36,795,340
                                                   ---------------------------
          Liabilities and Shareholder Equity
                 Current Liabilities
Accounts payable                                       209,868         299,147
Accrued taxes payable                                  165,000               0
Income taxes payable                                    28,000           1,600
Other accrued expenses                                  49,803         123,203
Current portion of long term debt                      602,067         468,000
(Note E)
                                                   ---------------------------
Total Current Liabilities                            1,054,738         891,950
                                                   ---------------------------
Long-Term Debt (Note E)                                      0               0
Common stock to be issued                              423,750         423,750
                                                   ---------------------------
          Total Liabilities                          1,478,488       1,315,700
                                                   ---------------------------
                 Stockholders' Equity
Redeemable Preferred Stock - $.01 Par,                  26,000          10,000
100,000,000 shares authorized, 500,000 shares
in 1996 and 1,000,000 shares in 1997 were
issued and outstanding
Common Stock - $.01 Par, 250,000,000 shares            843,322         689,646
authorized, 68,964,669 in 1997 and 84,332,249
in 1998 were issued and outstanding
Paid in capital                                     38,460,494      37,984,865
Retained Earnings (Deficit) Prior                   (2,423,272)     (3,560,942)
Retained Earnings (Deficit) Current                     86,342         356,071
                                                   ---------------------------
          Total Shareholder Equity                  36,992,886      35,479,640
                                                   ---------------------------
Total Liabilities and Equity                        38,471,374      36,795,340
                                                   ===========================

  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
                        
                                        2

<PAGE>

                        Unaudited Statement of Operations
                   For The Nine Month Period Ended December 31

<TABLE>
<CAPTION>
                                               3 Months    Fiscal Year     3 Months    Fiscal Year
                                                 1998          1998          1997          1997
                                            ------------------------------------------------------
<S>                                          <C>            <C>           <C>           <C>       
Income:
Timber sales                                   $870,203     $2,689,514      $549,570    $2,015,727
Other income (expense)                                0            192             0       135,000
                                            ------------------------------------------------------
          Total Income                          870,203      2,689,706       549,570     2,150,727
                                            ------------------------------------------------------
Cost of Sales:
Beginning Inventory                           4,080,187      3,121,978     2,578,156     2,775,918
Purchases                                       930,000      2,991,133       564,211       915,868
Inventory adjustment                                  0              0             0             0
Field costs                                           0        293,500             0           421
Field travel                                          0          4,656             0             0
Sales costs and travel                                0              0         4,504         9,103
Commissions                                           0            200             0             0
Joint venture share                                   0              0             0       121,356
Joint venture costs                                   0              0             0             0
                                            ------------------------------------------------------
          Total accumulated costs             5,010,187      6,411,467     3,146,871     3,822,666
Less:  Ending inventory  (Note  A and P)     (4,390,287)    (4,390,287)   (2,775,918)   (2,775,918)
                                            ------------------------------------------------------
          Cost of sales                         619,900      2,021,180       370,953     1,046,748
                                            ------------------------------------------------------
          Gross margin (Loss)                   250,303        668,526       178,617     1,103,979
                                            ------------------------------------------------------
Operating Expenses:
General and Administrative                      192,762        582,184       138,132       747,908
                                            ------------------------------------------------------
     Pre-Tax Profit (Loss)                      $57,541        $86,342       $40,485      $356,071
     Taxes (Note  )                                   0              0             0             0
                                            ------------------------------------------------------
     Operating Profit (Loss)                    $57,541        $86,342       $40,485      $356,071
                                            ======================================================

Earnings (Loss) per Share of Common Stock        $0.001         $0.001        $0.001        $0.005
and Common Stock Equivalents
                                            ------------------------------------------------------

Common Stock outstanding                     84,332,249     84,332,249    68,964,669    68,964,669
                                            ======================================================
</TABLE>

  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT


                                        3

<PAGE>


                        UNAUDITED STATEMENT OF CASH FLOWS
                   For The Nine Month Period Ended December 31


             CASH FLOWS IN OPERATING ACTIVITIES          1998            1997
                                                    ---------------------------

Net Profit (Loss)                                       $86,342        $356,071
Profit adjustment for non-cash depreciation              $1,809


Adjustments to Reconcile Net Income to
     Net Cash Used in Operating Activities:

(Increase) Decrease in:

     Receivables                                        797,167       (277,076)
     Inventory                                      (1,268,309)         197,762
     Purchase of Furniture and Equipment                      0         (4,049)
     Loans to employees                                       0           3,849
Increase (Decrease) in:

     Accounts payable                                   (5,229)          69,788
     Accrued expenses                                         0          75,000
     Payment of Legal Judgment                                0               0
     Common stock to be issue - Acquisition                   0               0
          NET CASH PROVIDED BY (USED IN)
                                                    ---------------------------
               OPERATING ACTIVITIES                   (388,220)         421,345
                                                    ---------------------------
             CASH FLOWS FROM FINANCING ACTIVITIES

(Increase) Decrease in:
     Inter-company                                            0     (1,167,838)
     Timber property purchase                                 0               0
      Investments                                       (2,200)       (342,544)
     Sawmill and related equipment purchase                   0               0
Increase (Decrease) in:
     Due to related parties                              35,672         275,500
     Preferred stock                                     16,000               0
     Common stock                                       114,266          73,977
     Paid in capital                                    317,989         525,223
          NET CASH PROVIDED BY (USED IN)
                                                    ---------------------------
              FINANCING ACTIVITIES                      481,727        (635,682)
                                                    ---------------------------
NET INCREASE (DECREASE) IN CASH                          93,507        (214,337)
CASH, at Beginning of Period                             47,186         254,361

                                                    ---------------------------
CASH, at End of Period                                 $140,693         $40,024
                                                    ===========================

  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT



                                        4

<PAGE>
                           Madera International, Inc.
             UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                For the Nine Month Period Ended December 31, 1998

<TABLE>
<CAPTION>
                                                                          
                                  Common Stock         Preferred Stock     Additional     
                             ------------------------------------------     Paid In       Retained
                               Shares        Amount    Shares    Amount     Capital       Earnings         Total
                             ---------------------------------------------------------------------------------------
<S>                          <C>            <C>       <C>        <C>      <C>           <C>              <C>        
BALANCE, December 31,        68,964,669     $689,646  1,000,000  $10,000  $37,984,865   ($3,204,871)     $35,479,640
1997                                                                   
                             ---------------------------------------------------------------------------------------
BALANCE, March 31, 1998      72,905,669     $729,056  1,000,000  $10,000  $38,142,505   ($2,423,272)     $36,458,289
                             ---------------------------------------------------------------------------------------
Entries for quarter ended                                                                                         
June 30, 1998:

Issued for consulting                                 1,000,000   10,000       40,000                         50,000
fees
Profit for period 4/1                                                                       215,694          215,694
thru 6/30/98
                             ---------------------------------------------------------------------------------------
BALANCE, June 30, 1998       72,905,669     $729,056  2,000,000  $20,000  $38,182,505   ($2,207,578)     $36,723,983
                             ---------------------------------------------------------------------------------------

Entries for quarter ended
Sep 30, 1998:

Issued for consulting         6,536,170       65,362    600,000    6,000      155,729                        227,091
fees
                                                                                                                   
Profit for period 7/1                                                                      (186,893)        (186,893)
thru 9/30/98
                             ---------------------------------------------------------------------------------------
BALANCE, September 30,       79,441,839      794,418  2,600,000   26,000   38,338,234    (2,394,471)      36,764,181
1998
                             ---------------------------------------------------------------------------------------
Issued for consulting         4,890,410       48,904          0        0      122,260                        171,164
fees

Profit for period 10/1                                                                       57,541           57,541
thru 12/31/98
                             ---------------------------------------------------------------------------------------
BALANCE, December 31,        84,332,249     $843,322  2,600,000  $26,000  $38,460,494   ($2,336,930)     $36,992,886
1998                                                                   
                             =======================================================================================
</TABLE>

  The Notes To The Financial Statements Are An Integral Part Of This Statement



                                        5

<PAGE>

                   MADERA INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



A.   Summary of Significant Accounting Policies:

     Nature of Operations

         Madera International,  Inc., a Nevada corporation (formerly Weaver Arms
         Corporation) emerged from Chapter 11 Bankruptcy  proceedings on January
         21,1994.  During the fiscal  year ended  March 31,  1997,  the  Company
         started two subsidiaries:  Asseradora Itaya, Inc.  ("Itaya") a Peruvian
         corporation    and    Madera    International    Environmental,    Inc.
         ("Environmental") a Nevada corporation,  together ("The Company").  All
         significant inter-company transactions and amounts have been eliminated
         in the consolidating  process.  The Company, in conjunction with Itaya,
         is engaged in the  harvesting,  milling  and  exporting  of timber from
         South  America.   The  Company  sells  its  products  to  major  lumber
         distributors throughout the world.

         Environmental  is  dedicated  to the  conservation  of the Amazon  Rain
         Forest.  Through its three programs 1) own a tree 2) replant a tree and
         3) replant a seedling  for kids,  Environmental  manages and  re-plants
         virgin and cleared  timberland in the Brazilian  Amazon  Region.  These
         programs will safeguard  this region from any  commercial  exploitation
         including farming,  ranching,  mining and logging or the removal of any
         fauna or flora for any purpose.  Additionally,  Environmental is adding
         an internet site for the  marketing of these  products as well as other
         products native to the involved countries including herbal supplements.

     Basis of Accounting

         The Company's  policy is to use the accrual method of accounting and to
         prepare and present  financial  statements  which  conform to generally
         accepted accounting principles. 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 disclosure of contingent  assets
         and  liabilities  at the date of the financial  statements and reported
         amounts of revenues and expenses during the reporting  periods.  Actual
         results could differ from those estimates.

     Net Profit (Loss) Per Share

         The net profit (loss) per share is computed by dividing the net loss by
         the weighted  average number of shares  outstanding  during the period.
         The effect of convertible  securities are excluded from the computation
         because  the  effect  on  the  net  loss  per  common  share  would  be
         anti-dilutive.

     Income Taxes

         Income taxes are provided for using the liability  method of accounting
         in accordance with Statement of Financial  Accounting Standards No. 109
         (SFAS  109),  "Accounting  for Income  Taxes." A deferred  tax asset or
         liability is recorded for all temporary  differences  between financial
         and tax reporting.  Deferred tax expense (benefit) results from the net
         change during the year of deferred tax assets and liabilities.

     Revenue and Cost Recognition

         Revenues  are  recognized  in the period in which  they are  considered
         earned.  General and  administrative  costs are charged to expense when
         incurred.


                                        6

<PAGE>



     Inventories

         Inventory is stated at the lower of cost or market.  Cost is determined
         by the  first-in,  first-out  method.  A  physical  inventory  is taken
         annually.  Relief  of the  inventory  related  to sales  is based  upon
         estimated costs with adjustments made at the end of the fiscal year.

     Property and Equipment

         Property and  equipment  are stated at cost.  Depreciation  is computed
         over the estimated useful lives of the assets,  which range from 5 to 7
         years.   Major  renewals  and  improvements   are  capitalized,   while
         maintenance  and repairs are expensed when incurred.  Depreciation  for
         the quarter ending June 30, 1998 was not calculated.

     Non-monetary Transactions

         The Company records non-monetary transactions in accordance with APB-29
         "Accounting   for   Non-monetary   Transactions."   The   transfer   or
         distribution of a non-monetary  asset or liability is based on the fair
         value of the  asset  or  liability  that is  received  or  surrendered,
         whichever is more clearly evident.

     Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
         highly liquid investments  purchased with a maturity of three months or
         less to be cash equivalents.

     Concentration of Credit Risk

         The   Company   maintains   their  cash  at  high   quality   financial
         institutions.  The  balances  at times,  may exceed  federally  insured
         limits.  The Company  believes  that no  significant  concentration  of
         credit risk exists with respect to cash investments.

B.   Accounts Receivable:

         Accounts  receivable   represent  amounts  due  for  sales  of  timber.
         Management  has  determined  that the entire  amount as of December 31,
         1998 is fully collectible.

C.   Inventory:

         Inventory as of December 31, 1997 and 1998 consists of varying sizes of
         rough  cut  mahogany  and cedar  lumber  awaiting  customers  orders in
         addition to  unprocessed  logs awaiting  processing in accordance  with
         customer  requests.  The valuation of the audited inventory was made by
         an independent third party who determined the quantity and value of the
         existing inventory. Subsequent to the audit period, inventory valuation
         has been done by adjusting the inventory for cost of shipments. Some of
         the  inventory,  prior to the audit period,  was purchased  from Ramiro
         Fernandez-Moris,  President of the Company,  in exchange for  preferred
         stock (Note J). The  majority of the  inventory  balance was  purchased
         with cash from  unrelated  third parties.  See accounting  policies for
         inventory in item 1 above.

D.   Property and Equipment:

         Property and equipment is summarized as follows:

                                                  1998          1997
                                              -----------    -----------
          Sawmill - Brazil                    $ 2,395,000    $ 2,600,000
          Office furniture and equipment           21,585         20,629
                                              -----------    -----------
                                                2,416,585      2,620,629


                                        7

<PAGE>



          Less accumulated depreciation          (202,535)      (131,809)
                                              -----------    -----------

          Property and equipment, net         $ 2,214,050    $ 2,488,820
                                              ===========    ===========


E.   Investment in Timber Producing Property:

         In  January  1995 the  Company  entered  into an  agreement  with Ralph
         Financial  Corporation (RFC) to purchase the rights to 400,000 hectares
         of timber producing  property in Brazil. In consideration for the asset
         acquired the Company issued 12,000,000 shares of its Series C preferred
         stock.  The preferred  stock is convertible  into common stock with the
         conversion  factor  being one share of  common  for each 2.4  shares of
         preferred.  In addition  the  Company  issued  2,000,000  shares of its
         common stock, valued at $600,000,  as a finders fee associated with the
         acquisition of the assets.

         The value of the  assets  acquired  was based upon an  appraisal  by an
         independent third party. The value of these assets was determined to be
         $12,000,000.

         During  November 1995 it came to the attention of management that there
         may  be a  problem  with  ownership  of  the  property  that  was to be
         transferred to the Company. The Company placed RFC on notice to perform
         the transfer of assets by December 15, 1995 or the  agreement  would be
         rescinded. As a result of nonperformance by RFC, the Board of Directors
         of the Company approved a rescission of the transaction on December 17,
         1995 and all parties were placed on notice of the  rescission.  As part
         of the  rescission  the Company is pursuing legal action to recover all
         12,000,000 shares of the Company's Series C preferred stock and 425,000
         shares of the  Company's  common  stock that were issued as part of the
         original transaction.  Subsequent to year end the Company has recovered
         some of the stock and  received a  judgment  against  Ralph  Financial,
         which  judgment  calls for the  return  of the  balance  of the  stock,
         cancellation  of any of the stock that may be in 3rd party  hands,  and
         the collection of $200,000 plus legal fees for stock that may have been
         sold. As a result of this  rescission the Company has adjusted the full
         value of the acquired  asset and reversed the preferred  stock issuance
         during the year ended March 31, 1996.

         In July  1994  the  Company  entered  into  an  agreement  with  Ramiro
         Fernandez-Moris  and his family to  acquire a series of assets  held by
         them in a family owned  corporation.  These  assets  consist of 478,000
         acres of timber  producing  property in Brazil that are owned in fee in
         Brazil,  as well as  substantial  acreage in Bolivia  and Peru that are
         long term concessions.  In exchange for these assets the Company issued
         10,000,000  shares of its Series B preferred stock. The preferred stock
         issued  is  convertible  into a  maximum  of  15,000,000  shares of the
         Company's  common  stock to be adjusted by any stock splits and subject
         to the  production of earnings of  $2,000,000  annually from the assets
         acquired.  During the year ended March 31, 1996 the preferred stock was
         converted to 13,500,000 shares of the Company's common stock.

         In addition to the  timberland  acquired,  the Company also acquired as
         part of the  agreement a working  sawmill  located in Brazil that is in
         operation  and  existing  inventory  of banac and cedar with a value of
         $630,000. The value of the assets acquired were based upon an appraisal
         by an independent  third party.  The original value of these assets was
         determined to be  $30,200,000.  In addition the Company  issued 500,000
         shares of its Series Class B preferred stock, valued at $500,000,  as a
         finders fee associated with the acquisition of the assets.

         In 1994 pursuant to the approval of the bankruptcy plan of

                                        8

<PAGE>



         reorganization,   the   Company   entered   into  an   agreement   with
         Importaciones Y Exportaciones,  Sociedad Anomia ("IMEXSA"), a Nicaragua
         corporation,  to  acquire  approximately  400,000  Hectares  (a Hectare
         equals 2.47 Acres) of virgin timber property located in
         Nicaragua.

         The  Company  originally  issued a  convertible  note to IMEXSA for the
         acquisition of the 400,000  Hectares in the amount of $5,000,000.  This
         was based upon the estimated  value of the land acquired at the time of
         the agreement.  IMEXSA subsequently exercised the conversion option and
         was issued  3,400,000 (post split) shares of the Company's common stock
         in exchange for the original note.

         Subsequent to the original agreement,  the land acquired was determined
         to have a much greater value than the original estimate.  The estimated
         value was based upon a study made of the  property by an  authority  in
         Nicaragua.  Based upon  information  received from the study performed,
         the trading  value of the Company's  common stock,  which began May 12,
         1994, and with consideration given to the vast amount of timber located
         on the property,  management made the decision to value the property at
         a midpoint between the original  $5,000,000  agreed upon purchase price
         and the $20,400,000  value of the Company's common stock issued for the
         acquisition  of  the  property.   Management   believes  the  value  of
         $12,000,000  for the  property  was fairly  stated  based upon the fair
         value of common stock issued.

         In addition  to the  3,400,000  (post  split)  shares of the  Company's
         common stock issued for the  acquisition  of the property,  the Company
         also issued  323,333 (post split) shares of the Company's  common stock
         to  three  entities  as fees  associated  with the  acquisition  of the
         property.  The value of these  shares  was  determined  to be $1.00 per
         share.  As a result,  the Company's  investment in the land acquired is
         $12,970,000.

         During the fiscal year ending March 31, 1995 the Nicaraguan  government
         chose to withdraw the extraction rights for all of the 400,000 Hectares
         the Company owns. As a result of this governmental  action the value of
         the property owned by the Company has been significantly  reduced.  Due
         to the uncertainties  with the Nicaraguan  government the determination
         of the  remaining  value of the property is uncertain.  Management  has
         made the decision to write off the full value of the  Nicaraguan  asset
         during its fiscal year ending March 31, 1995. As part of this write off
         1,666,667 of the original  3,400,000  (post split)  shares  issued have
         been recovered and canceled.

F.   Other Investment:

         In April 1995 the  Company  entered  into an  agreement  with  Mandarin
         Overseas Investment Co., Ltd.,  (Mandarin) a company incorporated under
         the  laws  of the  Turks  and  Caicos  Islands  to  acquire  98% of the
         outstanding  shares  of  Asseradora  Itaya  (Itaya),  a  subsidiary  of
         Mandarin.   Mandarin  is  the  owner  of  timber  concessions  in  Peru
         consisting  of 30,000  hectares  of timber  producing  properties.  The
         concession  is for  ten  (10)  years  with a  renewable  option  for an
         additional ten (10) years,  and a further option to turn the concession
         into fee  ownership  for a minimal  cost.  The  extraction  rights  are
         approximately 270,000 cubic meters annually.

         Pursuant to the purchase  agreement the Company and Mandarin agreed the
         purchase  price  shall be  $1,500,000.  During the year ended March 31,
         1996 the Company  issued  5,070,000  shares of its common  stock with a
         value  of  $1,064,250  as part of this  transaction.  In  addition  the
         Company  is  negotiating  with  Mandarin,  or  their  successors,   the
         additional  number  of common  shares  with a value of  $423,750  to be
         issued as final payment of this transaction.  The $423,750 is reflected
         in the financial statements of the Company as a liability.  This amount
         is not owing to Mandarin,  instead it is due to entities  that replaced
         Mandarin  in the  transaction,  these  include  Forest &  Environmental
         Resources, Inc. and Gateway Industries Ltd. The

                                        9

<PAGE>



         Company has not  converted  this amount into stock due to the continued
         low current market price for the stock.

G.   Miscellaneous:

         Miscellaneous  assets  at  June  30,  1998  and  1997  consist  of  the
following:


                                                  1998           1997
                                              -----------    -----------

          Receivables - other                 $     4,200       $ 32,697
          Security deposits                         5,794          5,794
                                              -----------    -----------

                                              $     9,994       $ 38,491
                                              ===========    ===========

H.   Notes Payable - Related Party:

         Notes payable - related party are summarized as follows:

                                                          1998         1997
                                                        --------     --------

        Notes payable to Mr. Ramiro Fernandez-Moris,
           President of the Company, in 1997, and Mr.
           Daniel Lezak,  former  President,
        respectively, in 1996.  All notes bear
           interest at prime plus 1%.  Principal and
           interest is due and payable on
        demand or within one year.                       602,067      428,750

                 Less current portion                    602,067      428,750
                                                        --------     --------

                                                        $      -     $      -
                                                        ========     ========

I.   Income Taxes:

         As of  March  31,  1997,  the  Company  had net  operating  loss  carry
         forwards, before any limitations, which expire as follows:

                            Year Ending
                              March 31,          Federal
                            -----------        ----------
                                2010           $1,654,000
                                2011            1,680,000
                                2012              100,000
                                               ----------
                                               $3,434,000

         Pursuant to the Internal Revenue Code Section 382, use of the Company's
         net  operating  loss  will be  limited  due to a  cumulative  change in
         ownership of more than 50%.

J.   Stockholders' Equity:

     Preferred Stock

         During  the twelve  months  ended  March 31,  1997 the  Company  issued
         1,000,000  shares of  convertible  Series D  preferred  stock to Ramiro
         Fernandez-Moris, President of the Company in exchange for $2,400,000 of
         timber  inventory  owned by Mr.  Fernandez-Moris  which is  located  in
         Brazil.  The conversion feature of the preferred stock floats such that
         at the time of conversion a calculation  will be performed to determine
         the exact number of common shares that are necessary to be

                                       10

<PAGE>



         issued  to  Ramiro  Fernandez-Moris  to  ensure  he has at  least a 51%
         ownership  interest in the Company.  The conversion  period is for five
         years and can only be completed if any of the  following  events occur:
         sale  of  the  Company,  retirement  of  Ramiro  Fernandez-Moris,   the
         termination of Ramiro  Fernandez-Moris  without cause or the expiration
         of the five year period.  No further issuances have been made as of the
         current period.

         Authorized preferred stock currently also consists of Series A, B and C
         preferred stock which have various conversion features for the exchange
         of common  stock for each  share of  preferred  stock.  As of March 31,
         1997,  all  outstanding  Series A, B and C  preferred  shares  had been
         converted or canceled.

         During the current  fiscal  year a Class E Preferred  Stock was created
         for officers,  Directors,  and consultants in lieu of cash payments for
         services  rendered.  These shares are convertible  into common stock on
         the  basis of one for one.  2,600,000  shares of this  class  have been
         issued.

     Common Stock

         During the three  months  ended  December 31, 1998 and 1997 the Company
         issued  shares of common  stock in exchange  for  consulting  and other
         services  provided.  Shares  continue  to be issued  during the current
         fiscal year, refer to the Statement of Changes in Equity for details of
         current quarter issuances.

         In August  1994 the  Company  approved  a 3 to 1  reverse  split of the
         Company's  common  stock as of August  11,  1994.  The  effects  of the
         reverse  split was to convert three (3) shares of common stock into one
         (1) share of common stock.

         The  number  of  shares  outstanding  of  common  stock  may  require a
         non-material adjustment in subsequent periods due to the possible share
         adjustments from the rescinded transactions (Note E) and the results of
         the lawsuit that is to be filed to recover these shares.

     Common Stock Class A and Class B Warrants

         During the quarter  ended  December  31,  1997,  the Board of Directors
         resolved to discontinue  all Class A and Class B Warrants.  This action
         was taken to reflect the current market prices and to avoid dilution at
         these prices.  The Board left the door open for future  warrant  issues
         that may aid in future financing.

K.   Supplemental Cash Flow Information:

         Supplemental disclosures of cash flow information for the quarter ended
         June, 1998, and 1997 are summarized as follows:

                                                        1998           1997
                                                     ----------     ---------

         Cash paid for interest                          $6,142            $0
                                                     ==========     =========



        Noncash investing and financing activities:
        Investment acquired with stock issuance               0     3,000,000
        Common stock issued for services             11,426,580     4,396,650

        Preferred stock (Series D) issued for
           inventory                                          0     1,000,000
        Preferred stock (Series E) issued for
           services                                   1,600,000             0
        Common stock issued for investment                    0             0


                                       11

<PAGE>



         These adjustments  continue during the fiscal year, a detailed analysis
         will be supplied with the 10K at the end of the fiscal year.

L.   Commitments and Contingencies:

     Operating Leases

         The Company  leases  office  facilities  under  operating  leases which
         expire  in  June  2000.   Future   minimum  lease  payments  due  under
         noncancellable operating leases as of December 31, 1998 are as follows:

                 1999                 $22,534
                 2000                  11,167
           Thereafter                       -
                                      -------
                                      $33,701
     Litigation

         No new  litigation  is in  process.  The past  matter of Wright and the
         determination  of continuing  payments is now before Florida courts and
         will be decided in fiscal  1999.  This has been fully  reserved  on the
         books of the company.

M.   Prior Period Adjustment:

         None

N.   Subsequent Event:

         None


                                       12

<PAGE>



ITEM 2.  MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

For the Three Months Ended December 31, 1998

Financial Condition:

         The Company's  working capital  resources during the three months ended
December 31, 1998 were  provided by  operations  and loans from related  parties
(See Notes to Financial Statements). Loans from related parties provided minimal
proceeds  during the three  months  ended  December  31,  1998,  increasing  the
Company's debt to related parties. The Company's operations for the three months
ended  December 31, 1998  utilized cash  resources  for  continuing to build its
inventory,  due to the seasonality of the business,  sales were made during this
period and sales and  deliveries  will continue in the next quarter.  Profit for
the nine  months  ended  December  31,  1998 is $86,342  and for the  quarter is
$57,541.

         Management  believes that the Company's  working capital  resources and
anticipated cash flow from timber sales will be sufficient to support operations
during the year ending March 31,  1999.  However,  management  continues to seek
alternative financing for the continued opportunities in South America.

Results of Operations:

         During the nine months ended  December 31, 1998,  the  Company's  sales
efforts  resulted in increased  orders for its hardwoods  coupled with increased
sales.  The Company  achieved  profitability  of $86,342,  with a profit for the
quarter  at  $57,541.   The  Company   continues  to  direct  funds  toward  the
accumulation  of inventory  and the  procurement  of sales.  Based upon existing
orders and planned  shipping the  projection  for the entire fiscal year appears
profitable.  However, it should be noted that seasonality has shifted sales into
the third  quarter from the second  quarter of this fiscal year.  The profit for
the year is projected to exceed that of last fiscal year.


                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS..

         The Company has engaged  counsel to analyze and prepare for recovery of
         stock  issued in  certain  transactions.  This  analysis  and  recovery
         procedure  will be  outlined  in the third  quarter.  All  other  legal
         matters have been resolved.

ITEMS 2. through 4. are not applicable.

ITEM 5.  OTHER INFORMATION. Not applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits:

         None



                                       13

<PAGE>

                                   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.



                           MADERA INTERNATIONAL, INC.
                                  (Registrant)


Date: February 15, 1999                        /s/ Ramiro Fernandez-Moris
                                               ---------------------------------
                                               Ramiro Fernandez-Moris, Chairman,
                                               President & CEO

Date: February 15, 1999                        /s/ Regina Fernandez
                                               ---------------------------------
                                               Regina Fernandez, Chief Financial
                                               Officer






                                       14


<TABLE> <S> <C>

<ARTICLE>         5
       
<S>                                              <C>
<PERIOD-TYPE>                                          9-MOS
<FISCAL-YEAR-END>                                MAR-31-1999
<PERIOD-END>                                     DEC-31-1998
<CASH>                                               140,693
<SECURITIES>                                               0
<RECEIVABLES>                                      2,243,956
<ALLOWANCES>                                         (58,000)
<INVENTORY>                                        4,390,287
<CURRENT-ASSETS>                                   6,774,936 
<PP&E>                                            31,686,444
<DEPRECIATION>                                      (200,726)
<TOTAL-ASSETS>                                    38,471,374
<CURRENT-LIABILITIES>                              1,054,738
<BONDS>                                                    0
                                      0
                                           26,000
<COMMON>                                             843,322
<OTHER-SE>                                        36,123,564
<TOTAL-LIABILITY-AND-EQUITY>                      38,471,374
<SALES>                                            2,689,514
<TOTAL-REVENUES>                                   2,689,706
<CGS>                                              2,021,180
<TOTAL-COSTS>                                      2,021,180
<OTHER-EXPENSES>                                     682,384
<LOSS-PROVISION>                                           0
<INTEREST-EXPENSE>                                     6,142
<INCOME-PRETAX>                                       86,342
<INCOME-TAX>                                               0
<INCOME-CONTINUING>                                   86,342
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                          86,342
<EPS-PRIMARY>                                          0.001
<EPS-DILUTED>                                          0.001
        

</TABLE>


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