U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File No. 33-17966-LA
International Wood Corporation
A Colorado Corporation EIN: 94-3030021
8833 Sunset Blvd., Suite 200
West Hollywood, Calif. 90069 (310-289-4947)
Securities to be registered under Section 12(g) of the Act:
$ 0.0001 Par Value Common Shares
Indicate by check mark whether the registrant has (1) 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 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K [X]
State the aggregate market value of the voting stock held by non
affiliates of the Registrant: There is no current market for the
Registrant's common stock.
The number of shares outstanding of the Registrant's $0.0001 par value
common stock, its only class of equity securities as of December 31,
1999 was 24,039,201 shares.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(1) International Wood Corporation was incorporated
in Colorado on October 27, 1986. In 1998 it acquired
all of the stock of Norwest S.A., a Brazilian corporation
in a reverse acquisition. The Company plans to engage in
in forestry management and the export of tropical hardwoods
from Brazil. We have received an audited balance sheet as
of October 31, 1997 which shows total assets of R$ 121,803,670.00
in the Brazilian subsidiary.
The audited statement of the subsidiary was prepared on the basis
of Brazilian Accounting Rules which permits the assets to be
reported at fair market value. According to the Federal Reserve Bank
of New York one Brazilian Real (R$) was equal to $.539084 on
October 4, 2000. On this basis the fair market value of the Norwest assets
would be worth about $ 65,229,000. The majority of the assets consist of
land and timber in the Amazon basin of Brazil, sawmills and related
vehicles and equipment. The timber consists of various varieties of
tropical hardwoods including Mahogany, Cedar and Teak.
The financial affairs of the Brazilian subsidiary are currently
being audited under the U.S. accounting rules applicable to reporting
public companies. Until such time as these audited financials become
available the value of the assets in Brazil are carried at $ 2,000 which
represents the par value of the shares issued to acquire the Brazilian
subsidiary.
PRIMARY SOURCES OF REVENUE, PAST 3 FISCAL YEARS
During FY 1997, FY 1998 and FY 1999, we had no operating
revenues.
ITEM 2. PROPERTIES.
We lease our executive office space at 8833 Sunset Blvd.
# 200, West Hollywood, California 90069 at a nominal cost on
a month to month basis
We own about 45,000 acres of land and timber in the Amazon
area of Brazil and equipment used in forestry management. These
assets are currently carried at a nominal value on our financial
statements.
In December, 1999 we acquired two residential properties
in Portland, Oregon for stock which will be held for sale
or rental.
ITEM 3. LEGAL PROCEEDINGS.
On November 2, 1991 the State of Oregon issued a cease and desist order
ordering the Company to cease and desist issuing unregistered securities in
the State of Oregon. The proceeding was based on the distribution of shares
and warrants to Oregon shareholders (registered by way of an S-18
registration statement) pursuant to the agreement for such distribution
between the Company and Automated Services, Inc.
On April 4, 1992 the State of Oregon issued a final order to cease
and desist violating any provision of Oregon Securities Law. The Company
was denied the use of any statutory exemption provided in ORS 59.022
and ORS 59.035. Xanthic was assessed three civil penalties of $ 750.00
each for violating ORS 59.055 and ORS 59.132(2). Directors Mark Lilly
and Glenn DeCicco were ordered to cease and desist violating any
provision of ORS Chapter 59. Neither the Company nor the Directors appealed.
The Company has been advised that the effect of the Oregon
ruling was to invalidate the issuance and distribution of the registered
shares and warrants to residents of Oregon until such time as said
securities are registered pursuant to the provisions of the Oregon
Securities Law. The Company has no plans to register such
securities in Oregon.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
No matters were submitted to the shareholders during the
fiscal year ending December 31, 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
(a) There is no established public trading market for
our common shares We are developing a strategic plan to
apply for trading in the near future.
(b) The approximate number of holders of common stock
at 12/31/1999 is 1,000.
(c) The Company has paid no cash dividends on its
common stock in the past two fiscal years.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial information is provided for the past 3 fiscal years.
FY 1997 FY 1998 FY 1999
Net Sales 0 0 0
Income (Loss)
From Continuing Operations (0) (0) (0.63)
Income (Loss)/Share (0.0) (0.0) (0.02)
Total Assets 0 0 0
Long Term Obligations 0 0 0
Cash Dividends/Share 0 0 0
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
The Company is a development stage company and has had no
revenue to date. The Company has substantial assets in
Brazil and plans to use these assets to arrange
financing for business operations.
RESULTS OF OPERATIONS
The Company has had no operations and no revenue to date.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Attached are audited financial statements for the
Company For the Years ended December 31, 1999 and 1998.
International Wood Corporation
Financial Statements and
Independent Accountants' Report
For the Years Ended
December 31, 1999 and 1998
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
and Stockholders of
International Wood Corporation
We have audited the accompanying balance sheet of
International Wood Corporation (a development stage company)
as of December 31, 1999 and 1998, and the related statements
of operations, stockholders' equity (deficit) and cash
flows for the 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 principals used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of International Wood Corporation as of December 31,
1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted
accounting principals.
/s/
Holyfield Associates, PA
West Palm Beach, Florida
August 29, 2000
XANTHIC ENTERPRISES, INC.
(A development stage company)
BALANCE SHEET
as of December 31, 1999 and December 31, 1998
ASSETS December 31,
1999 1998
CURRENT ASSETS:
Cash $ 34,906 $ 0
Residential real estate
held for sale 1,450,000
Investment in Norwest S.A. 2000 2,0000
---------- ---------
TOTAL ASSETS $ 1,486,906 $ 2,000
========== ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable 75,471 75,471
Shareholder loan 137,500 2,000
Mortgage loans 856,000
-------- -------
Total liabilities 1,068,971 77,471
-------- ---------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.0001 par value,
50,000,000 shares authorized,
24,039,201 and 22,589,201
shares issued and outstanding. 2,404 2,259
Additional paid-in capital 655,895 27,040
Deficit accumulated during
the development stage (240,364) (104,770)
---------- ---------
Total stockholders'
equity (deficit) 417,935 75,471
---------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT) $ 1,486,906 $ 2,000
=========== ==========
The accompanying notes are an integral part of the financial statements.
Xanthic Enterprises, Inc.
(a development stage company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999 and 1998
December 31,
1999 1998
Revenue $ 0 $ 0
Operating expenses
General and administrative (135,594) 15,103
--------- ---------
Loss from operations (135,594) (15,103)
Other income (Expenses)
Interest expense 0 0
-------- ---------
Total other income (expenses) 0 0
-------- --------
Net loss $ (135,594) $ (15,103)
========== ===========
Loss per common share $ (0.0056) $ (0.0007)
========== ===========
Weighted average
common shares
outstanding 24,039,201 22,589,201
========== ==========
The accompanying notes are an integral part of the financial statements.
International Wood Corporation
(A development stage company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Accumulated
Deficit During
Common Stock Paid-in Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Balance,
12/31/1997 2,574,201 $ 257 $ 12,042 $ (89,667) $ (77,368)
Issuance of common
stock for
investment in
Norwest S.A. 20,000,000 2,000 2,000
Stock issued
for cash 15,000 2 14,998 15,000
Net loss
For year (15,103) (15,103)
---------- ------- -------- --------- ---------
Balance,
12/31/1998 22,589,201 2,259 $ 27,040 $(104,770) $ (75,471)
Stock issued 1,450,000 145 628,855 629,000
Net loss
For year (135,594) (135,594)
---------- ------- -------- ----------- --------
Balance,
12/31/1999 24,039,201 $ 2,404 $ 655,895 $ (240,364) $ (417,935)
========== ======= ======== ========== ===========
The accompanying notes are an integral part of the financial statements.
International Wood Corporaton
(a development stage company)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1999 and 1998
December 31
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (135,594) $ (15,103)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities:
Changes in operating assets
and liabilities
Accounts payable 103
Stock issued services 10,000
---------- --------
Net cash used in
operating activities (125,594) (15,000)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder loan 141,737
Repayment of shareholder loans (6,237)
Sale of stock 25,000 15,000
--------- ---------
Net cash provided by
financing activities 160,500 15,000
----------- ---------
Net increase (decrease) in
cash 34,906
----------- ---------
Cash, beginning of period
----------- ---------
Cash, end of period $ 34,906 $ 0
=========== =========
Non-cash transaction
Stock issued for services $ 10,000 $ 0
============ ==========
Stock issued for Norwest S.A. $ 2,000 $ 0
============ ==========
Stock issued for residential real estate:
Inventory of homes acquired $ 1,450,000 $ 0
----------- ----------
Mortgages assumed $ 856,000 $ 0
----------- ----------
Stock issued $ 594,000 $ 0
----------- ----------
The accompanying notes are an integral part of the financial statements.
International Wood Corporation
(a development stage company)
Notes to Financial Statements
For the year ended December 31, 1999
1. Summary of Significant Accounting Policies
Organization
International Wood Corporation (the "Company"), a Colorado corporation, was
incorporated on October 27, 1986 under the name Xanthic Enterprises, Inc.
It changed its name to the present name in the first quarter of 1998.
Since its inception the Company has been in the development stage.
In early 1998 it acquired a Norwest S.A. a Brazilian corporation with
land and timber holdings in Brazil. The Company's primary intended activity
is to engage in forest management and export of tropical hardwoods from
Brazil.
The Company has had no operations since its inception except for expenses
related to maintaining the corporate status and attempting to arrange
financing for its business activities.
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 principals. 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.
2. Accounts Payable
Accounts payable represents accounts incurred in seeking merger and
acquisition candidates and stock issuance costs.
3. Capital Stock
The Company is authorized to issue 50,000,000 shares of common stock,
with a par value of $ .0001 per share.
In May, 1989 the Company became obligated to distribute shares and
warrants to the shareholders of ASI pursuant to the S-18
registration statement. The Company distributed 313,826 of stock
and 627,652 warrants pursuant to the agreement with ASI. The
shares and warrants were delivered at various dates between May of
1989 and February 1990. This distribution included 313,826 shares of
common stock and one (1) Class A Warrant and one (1) Class B Warrant
with each share of stock distributed. Each warrant allowed the holder to
acquire an additional share of common stock as follows: The Class A
Warrant had an exercise price of $ 0.75 per share and an expiration date
of April 30, 1990. The Class B Warrant had an exercise price of $ 1.50 per
share and an expiration date of April 30, 1992. No warrants were exercised.
In December 1997, the Company authorized a 2.5 to 1 reverse split of
common stock. Par value remained the same and $ 331 was transferred from
common stock to paid-in capital.
4. Investment in Norwest S.A.
In January 1998, the Company issued 20,000,000 common shares in exchange
for all of the stock of Norwest S.A., a Brazilian corporation that will
be operated as a wholly owned subsidiary. The stock has been recorded at
par value until such time as an audit of Norwest S.A. is completed and
the investment can be valued at equity. The majority of the assets of
Norwest S.a. consists of land and timber in the Amazon basin of Brazil.
5. Residential Real Estate Held for Sale
In December 1999, the Company issued 1,300,000 common shares in exchange
for two residential properties subject to mortgage loans of $ 856,000.
The properties were recorded at their appraised value and are presently
being offered for sale.
The mortgages bear interest at the rate of 11.75% payable monthly beginning
January 2000. The principal is due in December 2000.
6. Stockholder loan.
The stockholder loan is a promissory note dated November 1999 bearing
interest at the rate of 14.99%. Terms of the note are monthly principal
and interest payments based on a 30 year amortization with a balloon payment
in November 2001.
7. Litigation
On November 2, 1991 the State of Oregon issued a cease and desist order
ordering the Company to cease and desist issuing unregistered securities
in the State of Oregon. The proceeding was based on the distribution of
shares and warrants to Oregon shareholders (registered by way of an S-18
registration statement) pursuant to the agreement for such distribution
between the Company and Automated Services, Inc.
On April 4, 1992 the State of Oregon issued a final order to cease and desist
violating any provision of Oregon Securities Law. The Company was denied the
use of any statutory exemption provided in ORS 59.022 and ORS 59.035.
Xanthic was assessed three civil penalties of $ 750.00 each for violating
ORS 59.055 and ORS 59.132(2). Directors Mark Lilly and Glenn DeCicco
were ordered to cease and desist violating any provision of ORS Chapter 59.
Neither the Company nor the Directors appealed.
The Company has been advised that the effect of the Oregon ruling was to
invalidate the issuance and distribution of the registered shares and
warrants to residents of Oregon until such time as said securities are
registered pursuant to the provisions of the Oregon Securities Law. The
number of shares affected by the ruling is estimated to be 188,000 shares
owned by approximately 650 residents of Oregon. The 188,000 shares represent
approximately 3.4% of the issued and outstanding shares of the Company. The
Company has advised that it has no plans to register such securities in
Oregon.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
There is no disagreement with any prior accountant. We
engaged our current U.S. accountants in 1998. The Company
accountants in Brazil are the same as audited Norwest, S.A.,
in 1996.
PART III
ITEM 10. OFFICERS AND DIRECTORS OF THE COMPANY.
The current officers and directors of our company are:
Elliott Sassoon, President, and a Director. Mr. Sasson,
age 50, is a resident of Sao Paulo, Brazil. He graduated from the
Lycee Francais De Paris, France, the Instituto De Educacao Caetano
De Campos, Brazil and the University Faculdade Integrada, Colegio
Moderno, Brazil. Mr. Sassoon speaks Portuguese, French, Spanish,
Italian, Hebrew, Arabic and English. From 1995-1996 Mr.Sassoon was
Presidentand CEO of Pacifico Industrial Import-Export, Ltd.. From
1992 to 1996 he also served as Vice-President for Cooperconsult
Associates Consultants. From 1980 to 1994 he served as President
of Vale Do Nilo Agro-Industries. During this time he also served
as President of Dinamo Imports Exports, Consortex and Banakoba. He
has served during the past twenty years as a consultant or officer
of the Para Association of Banak Exporters, the Europe-Brazil Lumber
Association, Brazilian Forest and River Department, China-Brazil
Lumber Chamber of Commerce and the Amazons Cocoa Exporters Association.
He also served as Vice-President of the West Amazon Timber and
Exporters Association.
Alipio Motta, Vice-President and a Director. Mr. Motta,
age 60, is a resident of Belem, Brazil. He graduated from
Salvador City College, Bahia, Brazil and the Federal University
of Bahia, Brazil with degrees in Political Science, and a graduate
degree in Business Administration. Mr. Motta speaks Portuguese,
Spanish and English. From 1961 to 1966 he was Director of the Bank
of Bahia. He was Director of the National Bank of Production located
in Belem, Brazil from 1966 to 1974. From 1981 to 1987 he was a
director of Consortex Exportadores. From 1988 to the present he
was Director of Construtora Motta. From 1995 to 1996 he was Director
and Vice-President of Pacifico Industrial Import-Export, Ltd.
He is a member of the Acre Chamber of Commerce and the West
Amazon Lumber Exporters Association.
Mark A. Lilly, Secretary and a Director. Mr. Lilly, age 35, was
President of the Company from 1986 to 1998. During 1988 he was
President of Nin Hao Enterprises, Inc., a Colorado corporation.
Mr. Lilly was an Assistant Health Planner for the Alameda Health
Consortium from February 1987 to May, 1988. Since May, 1988 Mr.
Lilly has been self employed as a free lance computer programer.
ITEM 11. EXECUTIVE COMPENSATION.
During the past year the Company did not compensate any officer or
director. The Company has no plans to compensate any officer or director
at the present time.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Title of Class Name and Address Amount and Nature Percent of Class
of Beneficial of Beneficial Owner
Owner
Common Shares Elliott Sassoon 19,799,836 87.4
Rua Modesto Tavares
de Lima # 108
C.E.P. 05507-010
Sao Paulo, S.P. Brazil
Allipio Motta 200,000 0.1
Rua Modesto Tavare
de Lima # 108
C.E.P. 05507-010
Sao Paulo, S.P. Brazil
Mark Lilly 466,000 2.1
8833 Sunset Blvd.
Suite 200
West Hollywood, CA 90069
The total number of shares owned by officers
and directors is 20,465,836 (90.5%).
Item 13, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In the past fiscal year, there have been no transactions
or proposed transactions that exceeds $ 60,000 with any
officer, director, holder of 5% or more of stock, or any
family member of any of this group.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.
Exhibits:
23.1 Consent Holyfield Associates, PA
27 Financial Data Schedule
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