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 fiscal year ended March 31, 2000
Commission File No. 0-25810
ISO BLOCK PRODUCTS USA, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1026503
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8037 South Datura Street
Littleton, Colorado 80120 (303) 795-9729
(Address of Principal's Executive Offices) (Registrant's Telephone No.
incl. Area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
.0001 par value.
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 such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for at least the past 90 days.
Yes No X
Indicate by check mark if no disclosure of delinquent filers in response
to Item 405 of Regulation S-B will be contained in this form, and no
disclosure will 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-KSB or any amendment to this Form 10-KSB.
Yes No X
The registrant's revenues for its most recent fiscal year were $118,460.
The aggregate market value of the voting and non-voting common
stock held by non-affiliates of the registrant, was not determinable.
At April 30, 2000, a total of 4,083,984 shares of common stock were
outstanding.
PART I
Item 1. Prior Business
On March 28, 1994, the Company entered into an Agreement and Plan
of Reorganization ("Reorganization Agreement") with R-S Iso-Block
Produktions GmbH, a German limited liability company ("Iso-Block
GmbH"), Josef Ratey, an individual ("Ratey"), Helge Seidel, an
individual ("Seidel"), and R-S Plus Investment Corp., a Florida
corporation ("R-S PLUS"). Pursuant to the Reorganization Agreement,
on March 31, 1995 the Company purchased from Ratey and Seidel all
of the equity interest in Iso-Block GmbH, and purchased from R-S Plus
all of its right, title and interest in and to Iso-Block GmbH, including all
R-S Plus property heretofore contributed to Iso-Block GmbH and all
R-S Plus's rights to Iso-Block profits, in exchange for the issuance of an
aggregate of 2,000,000 shares of the Company's authorized but
heretofore unissued common stock, no par value (the "Exchange
Shares"). In addition, Mr. Ratey, Mr. Seidel and R-S Plus were
entitled to receive options for a two-year period to purchase an
aggregate of not more than 1,000,000 shares of the Company at a
nominal price in order too prevent their aggregate equity interest in the
Company from being diluted below 57%. In 1995, Iso-Block GmbH
changed its name to R-S ISO-Block Produktions und Bautrager
GmbH, which permitted it to engage in the business of constructing
buildings as well as manufacture and production of building materials.
In fiscal years ended 1995 and 1996, Iso-Block GmbH had certain
operations in Germany. The Company wound down such operations in
the closing months of 1996. See Part II, Item 6 below.
Franchise Connection, Inc. was incorporated in Colorado in 1996 with
headquarters in Denver, Colorado. The Company planned to form
strategic partnerships with prospective or existing franchise operations
("Franchisers")under which it will provide them with marketing and
sales services plus business and legal services in return for an equity
interest in, and/or a portion of their royalties. On August 31, 1999 the
Company transferred its holdings in Franchise Connection and Magna Dry,
LLC to a stockholder in exchange for the assumption of all debts of
Franchise Connection and Magna-Dry, USA, LLC.
Current Business of the Company
The Company now functions entirely as a US company engaged in the
business of residential home construction as general contractor.
Residential Home Building
The demand for housing in Colorado has exploded during the 1990s
because of the migration to Colorado of numerous large corporations as
well as the expansion of Colorado domiciled businesses due to the
current excellent economic climate. Metro Denver's January 1998 home
sales were the highest on record and were up almost 10% over the
previous year. March, 1998 home sales in the Denver Metro area soared
in which 3,730 homes were placed under contract in contrast with
February, 1992 in which there were 3,436 homes placed under contract.
The monthly sales rate is currently 6.91% as compared to a 6.13% sales
rate for 1997. It is estimated that the only factor, which could slow
home sales in the Denver area, would be rising mortgage interest
rates. The Company believes the strong housing market will allow it
to build custom homes very profitably.
Employees
The Company's only employees are its executive officers, who devote
most of their time to Company affairs.
Item 2. Description of Property.
The Company occupies facilities provided at no charge by its President,
Mr. Egin Bresnig in his residence; these facilities are expected to be
adequate in the near term, through fiscal 2001.
Item 3. Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the Company's security holders during
the fiscal year ended March 31, 2000.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
The Company's outstanding Common Shares are publicly quoted and
traded on the OTC Bulletin Board with the symbol ISOB. There is no
assurance that an active market will arise in the Company's common
shares.
Holders
The Company had 337 shareholders of record as of March 31, 2000,
which does not include shareholders whose shares are held in street or
nominee names.
Dividends
The Company does not expect to pay a cash dividend upon its capital
stock in the foreseeable future. Payment of dividends in the future will
depend on the Company's earnings (if any) and its cash requirements at
that time.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Business Operations
The Company's principal business operations through March 31, 1992
consisted of leasing out computers, peripheral products and software.
The Company realized only nominal revenues through March 31,
1992.Due to lack of significant revenues or operations, the Company
remained in the developmental stage, as defined in Financial
Accounting Standards Board Statement No. 7 until fiscal year ended
March 31, 1994.
The first half of the business year of 1994 was occupied in establishing
the infra structure to gear up for the planned operational activities
of the German subsidiary, ISO-Block GmbH. The Company had a very
difficult time trying to raise capital to start single-family and
multi-family developmental projects as a general contractor. The
Company decided to begin building single family custom homes at
first, using the Company's proprietary building system, before
attempting larger and more aggressive projects. Not until the first
quarter of 1995 was the Company able to raise sufficient additional
capital to begin operations.
The Company had a difficult but promising start, and the wholly owned
subsidiary Iso-Block GmbH began custom home construction in
Germany in the second quarter of 1995. A proof-of-concept home was
built to demonstrate the Company's proprietary building system,
several homes were completed for customers and others were initiated.
Bigger projects were planned, some with partial financing from local
governments. The weather in Germany in the fall and winter of 1995
(third and fourth quarter 1995) did turn so bad that it was practically
impossible, under those circumstances, to build anything for several
months. Also a very negative business climate developed in Germany
with an abnormally high unemployment rate, the highest since Word
War II. The weather improved but the business climate in Germany did
not. The construction industry, in general, in Germany hit bottom in
1995.
The Company had operating losses for 1995 through 1998 of
approximately $2,861,000 of which the major amount was due to the
very adverse business climate in Germany as outlined above. The Company
explored other business opportunities in the United States. Management
of the Company decided to cease all operational activities in Germany.
The better part of 1996 and 1997 was spent winding down and closing
the German operation.
Results of Operations Fiscal Year 2000
The Company realized a profit of $55,370 from operations on revenues of
$118,460 for the fiscal year ended March 31, 2000. The Company also
recognized a $86,378 gain on disposal of subsidiaries. As of March 31,
2000 the Company had accumulated a deficit since inception of
$3,026,867. The gain realized was primarily due to the disposal of
subsidiaries.
Results of Operations Fiscal Year 1998
The Company realized a loss of $308,106 on total revenue of
$286,000 for the fiscal year ended March 31, 1999. As of March 31,
1999 the Company had accumulated a deficit since inception of
$3,168,615. The loss realized was primarily due to an extra ordinary
item , related to the non performance of the "German Grundschulden"
(mortgages) which are being presented for foreclosure, the construction
costs for the homebuilding activities and costs associated with the
beginning operations of Franchise Connection and the initial development
of Magna-Dry LLC.
Liquidity and Capital Resources
Cash totaled $458 at March 31, 2000 compared with $5,135 at
March 31, 1999. The $4,677 decrease in cash was from operating
activities. The Company considers its residential home construction as
general contrctor to be dependent upon its ability to raise money from
the sale of its stock.
Income Taxes and Net Operating Losses
At March 31, 2000, the Company had net operating loss carryforwards
for United States and German income tax purposes totaling $3,026,417,
which are available to offset future taxable income. These NOL's
expire through 2008.
Plan of Operation
The Company intends to continue its construction program as long as the
residential real estate business climate continues its intensity in
Colorado and capital becomes available.
If the Company is not able to find the necessary capital to grow the
"general contractor", the Company will consider either sale or merger.
Every effort will continue to raise the necessary capital or move into
the industry with available capital to expand and grow the business.
Item 7. Financial Statements.
See index to financial statements at page F-1. The financial statements
included as part of this report immediately follow that index. No
supplementary financial data is required or included.
Item 8. Changes in and Disagreements with Accountants or
Accounting and Financial Disclosure.
The Company engaged Larry O'Donnell, CPA, PC as its
independent auditor, replacing R. Scott Hall CPA, who was dismissed
as the Company's auditors effective June 21, 1999, as reported
on Form 8-K dated such date.
Mr. Larry O'Donnell, CPA, PC has reported on the Company's financial
statements for the fiscal years ended March 31, 2000 and 1999. Such
reports did not contain either an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles. There were no
disagreements on any matters of accounting principle or practices,
financial statement disclosure, or auditing scope or procedure in
connection with Mr. O'Donnell's audit of the Company's financial
statements for such fiscal years which, if not resolved to his
satisfaction, would have caused him to make reference in his report
on the subject matter of the disagreement.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers The present directors
and executive officers of the Company, their ages, positions held in and
tenure with the Company, are listed below. Each director will serve
until the next annual meeting of shareholders, or until his respective
successor has been elected and duly qualified. Directors serve one-year
terms. Officers hold office at the pleasure of the Board of Directors,
absent any employment agreement, of which none currently exist or are
contemplated. There are no family relationships between any director
or executive officer.
Name Age Position Since
- ---- ----- ---------- ------
Egin Bresnig 64 Director, (since Dec. 1993) June 1995
President,
Chief Executive Officer
Dean Wicker 60 Director and Secretary June 1995
(since Dec. 1993),
Chief Financial and
Accounting Officer
Karin S. Kuhbander 52 Director July 1999
The following is a brief account of the business experience during at
least the past five years of each director and executive officer,
indicating the principal occupation and employment during that period,
and the name and principal business of the organization in which such
occupation and employment were carried out.
Egin Bresnig. Mr. Egin Bresnig was raised and educated in Austria.
He has a doctor degree in Physical Education and Modern Languages
from the Karl Franzens University in Graz, Austria. He has been a
resident in the USA for over 37 years. Mr. Bresnig spent many years in
the winter ski industry as a ski school owner, business owner, importer
of equipment and clothing. He has been a real estate developer in
Colorado ski resort areas and has had 18 years experience in the
financial securities industry. He was a licensed securities broker, branch
manager, director of European operations, national sales manager and
the president of various investment banking firms. For several years he
owned his own branch office with up to 25 brokers. Mr. Bresnig was
the successful owner and president of a NASD member firm. He is
fluent in several European languages. He is an officer and director of
East Slope Funding Corp., a Colorado financial consulting firm, Eurous
Funding, Inc. a Colorado public relations firm, Eurous Investments
Holding Company, a non-active Colorado corporation , Arista
Corporation, a non-active Colorado company and REWIPAC
Worldwide Corporation, a non-active Nevada company.
Dean Wicker. Dean Wicker has lived in the Denver, Colorado area for
44 years. He graduated from the University of Colorado, Boulder, CO
in 1961 with a BA degree in American History. He has done advanced
degree work in financial accounting and merger and acquisition
negotiations. Mr. Wicker was the youngest Public Finance negotiator in
the Rocky Mountain region with the New York Member firm, J.A.
Hogle and CO. He changed careers in 1967 by developing retail winter
sports and apparel operations until 1981. Mr. Wicker reentered the
security industry with the position of Senior Institutional Sales with
George K. Baum and Co., Member of the New York Stock Exchange.
In 1984 he became a vice-president and Partner of Boettcher and Co.,
Inc., Member of the New York Stock Exchange and then, the largest
investment banking firm in the western United States. In 1991 he
became an independent financial consultant specializing in merger and
acquisitions. He is an officer and director of East Slope Funding Corp.,
a Colorado financial consulting firm, Eurous Funding, Inc., a Colorado
public relations company, Eurous Investments Holding Company a
non-active Colorado corporation, Arista Corporation, a non-active
Colorado company, and REWIPAC Worldwide Corporation, a
non-active Nevada company.
Karin Kuhbander. After completing her primary schooling in her native
Dayton, Ohio and graduating from high school there, Karin attended
art school in Chicago, but eventually ended up in the securities
industry. She was until recently a fully licensed Series 7, NASD
stockbrocker, who worked over the last 22 years for many firms,
including several New York Stock Exchange Member Firms, mostly in
the Greater Denver Area. Ms. Kuhbander who is 52 years young has
extensive experience in the operation of brokerage firms, but has also
worked as a trader, been a partner in an OTC firm, was a registered
representative and for many years the back office manager for several
OTC firms. Besides being a board member of ISO Block Products USA, Inc.
Ms. Kuhbander is now spending most of her time as an active investor
and venture capitalist.
Item 10. Executive Compensation.
Cash Compensation and Compensation Pursuant to Plans
For the fiscal years ended March 31, 2000 and March 31, 1999, Mr.
Egin Bresnig, CEO and Mr. Dean Wicker, Secretary received cash
compensation of $0 plus reimbursement of out-of-pocket expenses
incurred on behalf of the Company in 1999 and 2000. The Company
does not have in effect any pension, profit-sharing, stock
appreciation or bonus plans.
Employee Stock Compensation Plan
The Company has adopted the 1993 Employee Stock Compensation
Plan for employees, officers, directors of the Company and advisors to
the Company (the "ESC Plan"). The Company has reserved a
maximum of 500,000 Common Shares to be issued upon the grant of
awards under the ESC Plan. Employees will recognize taxable income
upon the grant of Common Stock equal to the fair market value of the
Common Stock on the date of the grant and the Company will
recognize a compensating deduction at such time. The ESC Plan
will be administered by the Board of Directors or Compensation
Committee. No Common Stock has been awarded under the ESC Plan.
Compensatory Stock Option Plan
The Company has adopted the 1993 Compensatory Stock Option Plan
for officers, employees, potential key employees, non-employee
directors and advisors (the "CSO Plan"). The Company
has reserved a maximum of 1,000,000 Common Shares to be issued
upon the exercise of options granted under the CSO Plan. The CSO
Plan is intended to qualify as an "incentive stock option" plan under
Section 422 of the Internal Revenue Code of 1986, as amended.
Options will be granted under the CSO Plan at exercise prices to be
determined by the Board of Directors or other CSO Plan administrator.
With respect to options granted pursuant to the CSO Plan,
optionees will not recognize taxable income upon the grant of options,
but will realize income (or capital loss) at the time the options are
exercised to purchase Common Stock. The amount of income will be
equal to the difference between the exercise price and the fair market
value of the Common Stock on the date of the exercise. The Board of
Directors or a Compensation Committee of directors will administer the
CSO Plan. Subsequent to year-end, an aggregate of 600,000 common
shares subject to purchase under options has been granted under the
CSO Plan.
See Item 11 below.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding compensation paid
to the Company's Chief Executive Officer and Secretary during the last
two fiscal years. The CEO's total annual salary and bonus did not
exceed $100,000, nor did that of any other executive officer.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
- --------------------------------
Annual Compensation Awards Payouts
(a) (b) (c ) (d) (e) (f) (g) (h) (i)
Name and Restricted No. Of $ All
Principal Stock Ops & LTIP Other ($)
Position Year Salary Bonus Other Awards ($) SARs Payouts Comp.
- --------- ---- ------ ----- ----- ---------- ---- ------- ------
Egin
Bresnig
CEO 2000 $0 -0- N/A -0-
1999 $0 -0- N/A -0-
Dean
Wicker
CFO,
Sec. 2000 $0 -0- N/A -0-
1999 $0 -0- N/A -0-
OPTIONS GRANTED DURING THE 2000 FISCAL YEAR
Individual Grant
- --------------------
(a) (b) (c ) (d) (e)
Number of % of Total Options
Securities Granted To
Underlying Employees Exercise or Base
Name Options Granted in Fiscal Year Price ($ / Share) Expiration Date
- ---- --------------- --------------- ----------------- ---------------
Egin
Bresnig - - - -
Dean
Wicker - - - -
OPTIONS EXERCISED IN LAST FISCAL YEAR and FISCAL YEAR-END OPTION
VALUES
(a) (b) (c ) (d) (e)
Number of $
Securities Value of
Underlying Unexercised In-
Unexercised The-money
Number of Options at FY Options at FY
Shares Acquired $ End Exercisable/ End Exercisable/
Name on Exercise value Realized Unexercisable Unexercisable
- ---- ----------- -------------- ------------- -------------
Egin
Bresnig None None 200,000 / None None / None
Dean
Wicker None None 200,000 / None None / None
The Company has no stock appreciation rights (SAR) plan in place and
has not awarded SAR's to any person. The Company has no long-term
incentive plans, as that term is defined in the rules and regulations of the
Securities and Exchange Commission. During the fiscal year ended
March 31, 2000, the Company did not amend or re-price the exercise
price of any stock options granted to any executive officer.
Compensation of Directors
No person was compensated by the Company for serving as a director
during the fiscal year ended March 31, 2000. While no such compensation
is currently anticipated, the Company believes that directors in the
future will be paid for serving on the Board of Directors and on committees
of directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
(a)(b) Security Ownership. The following table sets forth as of April 1,
2000, the names of persons who own of record, or were known by the
Company to own beneficially, more than five percent of its total issued
and outstanding common stock and the beneficial ownership of all such
stock as of that date by officers and directors of the Company and all
such officers and directors as a group. Except as otherwise noted, each
person listed below is the sole beneficial owner of the shares and has
sole investment and voting power as to such shares No person listed
below has any option, warrant or other right to acquire additional
securities of the Company, except as may be otherwise noted.
Name and Address Amount & Nature of
Title of Class Of Beneficial Owner Beneficial Ownership
- -------------- ------------------- --------------------
Common Stock * Egin Bresnig
no par value 8037 So. Datura Street
Littleton,
Colorado 80120 356,500
SAME * Dean Wicker
5176 East Davis Drive
Littleton, Colorado 80122 367,500
SAME * Johnny M. Wilson
1885 S. Evanston
Aurora, Colorado 80012 462,500
SAME Cilla Berndt
Mering, Germany 291,128
SAME Paul Schneider
Klingstepen 12
D-31688 Wipperfurth,
Germaany 600,000
SAME John D. Brasher
90 Madison Street, Suite 707
Denver, Colorado 80206 165,000
* All officers and directors
Item 12. Certain Relationships and Related Transactions.
None.
Table of Contents
INDEPENDENT AUDITOR'S REPORT F-1
Financial Statements
Balance Sheets F-2-F-3
Statements of Operations F-4
Statements of Shareholder's Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7-F-9
INDEPENDENT AUDITOR'S REPORT
Board of Directors
IDO BLOCK PRODUCTS USA, INC.
I have audited the accompanying balance sheets of ISO Block Products USA Inc.,
as of March 31, 2000 and 1999 and the related statements of operations,
shareholder's equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based
on my audit
I conducted my audit in accordance with generally accepted auditing standards.
These standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on 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. I believe that my audit provides a reasonable basic
for my opinion.
In my opinion, the financial statements referred to above, present fairly,
in all material respects, the financial position of ISO Block Products USA,
Inc., at March 31, 2000 and 1999 and the results of its operations and cash
flows for the years then ended in conformity with generally accepted
accounting principles.
Larry O'Donnell, CPA, PC
April 28, 2000
Aurora, Colorado
F-1
ISO BLOCK PRODUCTS USA, INC.
CONSOLIDATED COMPARATIVE BALANCE SHEET
ASSETS March 31,
Current Assets 2000 1999
- -------------- ---- ----
Cash $ 458 $5,135
Mortgage receivable 16,200 16,200
Inventory-work in progress - 34,540
----------- ----------
Total Current Assets 16,658 55,875
Property & Equipment
- ----------------------------
Office equipment - 9,071
Vehicle - 14,273
Less: accumulated depreciation - (4,333)
----------- ----------
Net Property & equipment - 19,011
TOTAL ASSETS $16,658 $74,886
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
- ----------------------
Accounts payable 26,304 54,383
Notes payable - 150,360
Accrued interest payable - 26,304
---------- ----------
Total Current Liabilities 26,304 231,047
Stockholders' Equity
- -------------------------
Preferred Stock, No Par Value,
10,000,000 Shares Authorized,
116,370 Shares Outstanding 114,690 114,690
Common Stock, 50,000,000 Shares
Authorized, 4,083,984 and
4,041,484 Shares Outstanding,
respectively 2,898,306 2,897,764
Contributed capital 4,225 -
Accumulated deficit (3,026,867) (3,168,615)
---------- ----------
Total Stockholders' Equity (9,646) 156,161
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY 16,658 74,886
The accompanying notes are an integral part of these financial statements.
Page F-2
ISO BLOCK PRODUCTS USA, INC.
CONSOLIDATED COMPARATIVE
STATEMENT OF OPERATIONS
March 31,
INCOME 2000 1999
- ------ ---- ----
Sales $118,460 $286,000
Operating Expenses
- ------------------------
Cost of Goods Sold 55,406 254,440
General and Administrative 7,684 32,365
---------- -----------
63,090 286,805
---------- -----------
Income (Loss) From Operations 55,370 (805)
Loss from operations of
discontinued subsidiariesOther - (307,301)
Gain on disposal of subsidiaries 86,378 -
---------- -----------
Net Income (Loss) $ 141,748 $( 308,106)
Earnings (Loss) Per Common Share $ 0.04 $(0.08)
Weighted Average Shares 4,046,457 3,996,292
The accompanying notes are an integral part of these financial statements.
Page F-3
ISO BLOCK PRODUCTS USA, INC.
CONSOLIDATED COMPARATIVE STATEMENT OF
STOCKHOOLDERS' EQUITY
Preferred Common Contr- Accumu-
Stock Stock ibuted lated
Shares Amount Shares Amount Capital Deficit Total
------ ------ ------ ------ ------- ------- -----
Balance at
March 31,
1998 116,370 $114,690 3,854,730 $2,867,464 -$(2,860,509) $121,645
Issue of
Common
Shares 186,754 30,300 30,300
Net (loss)
for Year - - - - - (308,106) (308,106)
Balance at
March 31,
1999 116,370 $114,690 4,041,484 $2,897,764 - $(3,168,615) $156,161
Common
Stock
issued for
Services 42,500 542 542
Services
paid by
Officer 4,225 4.225
Net income
for Year - - - - - 141,748 141,748
Balance at
March 31,
2000 116,370 $114,690 4,083,984 $2,898,306 $4,225 $(3,026,867) $(9,646)
The accompanying notes are an integral part of these financial
statements.
Page F-4
ISO BLOCK PRODUCTS USA, INC.
CONSOLIDATED COMPARATIVE
STATEMENT OF CASH FLOWS
March 31,
Cash Flow From Operating Activities 2000 1999
- ------------------------------------ ---- ----
Net Income (loss) $ 141,748 $( 308,106)
Depreciation 500 2,000
Write down of investment franchise - 114,233
Gain on discontinued operations (86,378) -
Services paid by officer 4,225 -
Common stock issued for expenses 542 30,300
(Increase) Decrease in:
Accounts receivable- trade - 135,850
Accounts receivable- officer - 2,000
Inventory-work in process 34,540 200,954
Deposits - 2,551
Increase (Decrease) in:
Accounts payable 146 (26,998)
Accrued interest-payable - 8,117
----------- ------------
Net Cash Used in Operating
Activities 95,323 160,901
Cash Flows From Financing Activities
- ------------------------------------
Proceeds From Notes Payable - 24,300
Payments on Notes Payable (100,000) (184,300)
----------- -----------
Net Cash Provided by (used in)
Financing activities (100,000) (160,000)
Net Increase (decrease) in Cash (4,677) 901
Cash-Beginning of Year $5,135 $4,234
Cash-End of Year $ 458 $5,135
Supplemental disclosure of cash flow information
Cash paid during the year for Interest $ - $16,101
Noncash investing and financing activities:
Common stock issued for expenses $ 542 $30,300
Service paid by capital contributions $ 4,225 $ -
The accompanying notes are an integral part of these financial statements.
Page F-5
ISO BLOCK PRODUCTS USA, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years ended March 31, 2000 and 1999
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Company Description
The Company was incorporated on April 28, 1986 under the laws of the State of
Colorado under the name of Champion Computer Rentals, Inc. The Company's
Articles of Incorporation were amended to change the name of the corporation
to ISO Block Products USA, Inc. from Champion Computer Rentals, Inc.
effective on September 21, 1994.
Franchising Operations
Effective January 24, 1997, ISO acquired 100% stock of Franchise Connection,
Inc. and its wholly owned subsidiary Brilliant Marketing, Inc. The
Acquisition was accounted for as a purchase by ISO and the accompanying
financial statements present historical results of ISO and include
Franchise Connection, Inc. and Brilliant Marketing, Inc. activities from the
effective date of the acquisition
Franchise Connection, Inc. was incorporated in Colorado in 1996 with
headquarters in Denver, Colorado. The Company plans to form strategic
partnerships with prospective or existing franchise operations (Franchisers)
under which it will provide them with marketing and sales services plus
business and legal services in return for an equity interests in, and / or a
portion of their royalties On August 31, 1999, the Company transferred all
of its subsidiaries to a shareholder for relief of their debt.
Consolidation
The financial statements include the accounts of ISO and its wholly-owned
subsidiaries Franchise Connection, Inc., Brilliant Marketing, Inc., and
Magna Dry, Inc. All significant inter-company balances have been eliminated
in consolidation.
Concentrations of Credit Risk
The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of mortgages receivable.
The Company's mortgages receivable are concentrated in German real estate and
are concentrated in a limited number of borrowers. The mortgages are from
high quality entities and secured by high value real estate to limit the
Company's exposure to concentrations of credit risk.
During 1998, the Company began foreclosure proceedings in Germany on most of
its mortgages receivable. Although legal counsel handling the case for the
Company believes that a favorable outcome will be reached, no one can say
when or if all of the approximately $1,153,000 will be recovered. Therefore
the Company has decided to treat the mortgages as bad debts until such time
as the foreclosure has been settled.
Cash
All amounts are stated in U.S. dollars. For purposes of statement of cash
flows, the Company considers all short term debt securities purchased with a
maturity of three months on loss to be cash equivalents.
Property & Equipment
Property & equipment are recorded at cost. Depreciation is provided over
the estimated useful lives of the assets.
Foreign Currency Translation
The functional currency for the Company's foreign operations is the applicable
local currency. The translation of the applicable foreign currency into U.S.
Dollars is performed for the balance sheet accounts using current exchange
rates in effect at the balance sheet date and for revenue and expense accounts
using a weighted average exchange rate during the period. The gains or
losses resulting from such translation are included in shareholders, equity.
Page F-7
ISO BLOCK PRODUCTS USA, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended March 31, 2000 and 1999
Income (Loss) Per Common Stock
Income (loss) per common share is based upon the weighted average number of
common shares outstanding during each period.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results differ from those estimates.
NOTE 2. STOCKHOLDERS' EQUITY
Effective December 31, 1993, the Company adopted a 1993 Compensatory Stock
Option Plan with 1,000,000 common shares reserved for issuance and a 1993
Employee Stock Compensation Plan with 500,000 common shares reserved for
issuance. As of March 31, 2000, the Compensatory Stock Option Plan has
600,000 shares outstanding.
NOTE 3. NOTE RECEIVABLE -OFFICER
The Company loaned the President of the Company, Egin Bresnig, $2,000 The
note bears interest at 6% per annum and was retired on March 1, 1999.
NOTE 4. INVENTORY WORK IN PROCESS
Inventory is recorded at cost, on a first-in, first-out basis. Inventory
consists of lots and construction costs located in Broomfield, Colorado
where the Company has constructed and sold one home.
NOTE 5. NOTES PAYABLE
The Company had notes payable with interest at 15% per annum payable to Mr.
Hal Schavet. The notes were due upon completion of the house constructed by
the Company in Broomfield, Colorado, The notes were secured by property and
house. The balance outstanding at March 31, 1998 was $135,000. The note
was retired during the year ended March 31, 1999.
On December 1, 1997 The Company executed a promissory note payable with
interest at 3.5% per annum payable to Mr. Hal Schavet and Phillis Schavet.
The Company commits to the payment of $50,000 of the first $125,000 received
from the sale of any country, area or local Magna Dry franchises as principle
payment. The Company also commits to the payment to the payee of 10% of
the net proceeds received from the sale of any country, area or local
Magna-Dry franchise until these payments total 20% or $20,000 which shall be
designated as interest payments. After such event, the Promisor commits to
the payment of 5% of the net proceeds received from the sale of any
country area or local Magna-Dry franchise until these payments total 10% of
$10,000 which shall be designated as interest payments. The note was due in
full on November 30, 1998.
The total principal outstanding at March 31, 1999 was $100,000. On March 1,
2000 the Company transferred its lot to Hal and Phillis Schavet, plus 40,000
common shares, to retire this note.
On October 6, 1997, the Company signed a promissory note payable to Elaine
Wicker with interest payable at 20% Per annum. The note is secured by the
house and lot the Company constructed in Broomfield, Colorado. The note was
due upon the completion and sale of the house. The balance outstanding at
March 31, 1998 was $25,000. The note was retired during the year ended
March 31, 1999.
Page F-8
ISO BLOCK PRODUCTS USA, INC.
NOTES TO FINANCIAL STATEMENTS
For the Years Ended March 31, 2000 and 1999
Note 5. NOTES PAYABLE (CONTINUED)
On October 1, 1997, the Company signed a letter of agreement payable to
Elaine Wicker. The letter of agreement provides that for advance sum of
$25,000 to Magna-Dry, USA, LLC, Magna-Dry USA, LLC will be obligated to
paying to Elaine Wicker 50% of any franchise fees received by Magna Dry USA,
LLC until the amount of $25,000 is repaid.
Magna-Dry, USA, LLC also grants to Elaine Wicker an interest equal to 50% in
any franchise operated by Magna-Dry, USA, LLC in the greater Denver Metro
Area. This obligation was assumed by the shareholder who acquired the
subsidiaries.
The Company has executed two notes payable to Ada Wilson totaling $50,360
payable with interest at !5% per annum. These notes were assumed by the
shareholder who acquired the subsidiaries.
Note 6. DISCONTINUED OPERATIONS, DISPOSAL OF SUBSIDIARIES
On August 31, 1999 the Company transferred its holdings in Franchise
Connection and Magna Dry, LLC to a stockholder in exchange for the assumption
of all debts of Franchise Connection and Magna-Dry, USA, LLC.
Since the Company had consolidated these subsidiaries, its recognized a gain
for the excess of the liabilities over the assets of the subsidiaries of
$86,378.
Note 7. INCOME TAXES
The Company has no current or deferred income tax liability due to accumulated
losses during the development stage. The Company has net operating losses
totaling $3,026,417 which are available to offset future taxable income.
These NOL's expire through 2008. Since realization of the tax
benefits of these net operating losses is not assured beyond any reasonable
doubt, no recognition has been given to possible future tax benefits in
the financial statements. A deferred tax benefit is of $1,170,000 has been
offset by a valuation allowance.
During the year ended March 31, 2000, the Company utilized a portion of its
net operating loss carryover recognizing a benefit of approximately $ 40,000
which reduced the entire amount of its income tax expense.
F-9
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are filed with this report, except
those indicated as having previously been filed with the Securities and
Exchange Commission and which are incorporated by reference to another
report, registration statement or form. As to any shareholder of record
requesting a copy of this report, the Company will furnish any exhibit
indicated in the list below as filed with this report (not incorporated
by reference) upon payment to the Company of its expenses in furnishing
the information. References to the "Company" mean ISO-BLOCK
PRODUCTS USA, INC. (formerly named Champion Computer Rentals, Inc.).
2.0 Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession
2.1 Agreement and Plan of Reorganization dated March 28, 1994
(incorporated by reference to Exhibit 2.1 to Form 8-K dated March
28, 1994)..................................................... *
3.0 Articles and Bylaws
3.1 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to registration statement on Form S-18 of
Champion Computer Rentals, Inc., file no. (33-23257-D)......... *
3.3 Bylaws of the Company (incorporated by reference to Exhibit on
Form 10-KSB for fiscal year ended 1993)...................... *
3.4 Certificate of Amendment and Restatement to Articles of
Incorporation (incorporated by reference to Exhibit 3.4 to Form
8-K dated February 10, 1994)................................... *
3.5 Certificate of Amendment to Articles of Incorporation, changing
the Company's name to Iso-Block Products USA, Inc.
(incorporated by reference to Exhibit 2 to registration
statement on Form 8-A, file no. 0-25810)...................... *
3.6 Certificate of Designation Establishing Series A, Non-Voting
Convertible Preferred Stock, as filed with the Colorado Secretary
of State on May 19, 1995 ...................................... 1
3.7 Certificate of Designation Establishing Series B, Non-Voting
Convertible Preferred Stock, as filed with the Colorado Secretary
of State on May 26, 1995 ...................................... 1
3.8 Certificate of Amendment to Certificate of Designation
Establishing Series C, Non-Voting Convertible Preferred Stock, as
filed with the Colorado Secretary of State on June 26,
1995.......................................................... 1
3.9 Certificate of Designation Establishing Series 1996, Non-Voting
Convertible Preferred Stock (incorporated by reference to Exhibit
3.1 to Form 8-K dated January 24, 1997)....................... *
4.0 Instruments Establishing Rights of Security Holders
4.1 Specimen common stock certificate of the Company (incorporated
by reference to Exhibit 4.1 to registration statement on Form S-18
of Champion Computer Rentals, Inc., file no. 33-23257-D)...... *
4.2 Specimen Series A, Non-Voting Convertible Preferred Stock
certificate................................................... 1
4.3 Specimen Series B, Non-Voting Convertible Preferred Stock
certificate .................................................. 1
4.4 Specimen Series C, Non-Voting Convertible Preferred Stock
certificate................................................... 1
4.5 Specimen Series 1996, Non-Voting Convertible Preferred Stock
certificate .................................................. 1
Page 12
10.0 Material Exhibits
10.1 1993 Compensatory Stock Option Plan (incorporated by
reference to Exhibit 10.1 to Form 8-K dated February 10,
1994)........................................................ *
10.2 1993 Employee Stock Compensation Plan (incorporated by
reference to Exhibit 10.2 to Form 8-K dated February 10,
1994)........................................................ *
10.3 Settlement Agreement dated November 19, 1996 (incorporated by
reference to Exhibit 10 to Form 8-K dated November 22,
1996)........................................................ *
10.4 Stock Option dated November 19, 1996 (incorporated by
reference to Exhibit 4 to Form 8-K dated November 22,
1996)........................................................ *
10.5 Exchange Agreement and Plan of Reorganization dated December
27, 1996 (incorporated by reference to Exhibit 2.1 to Form 8-K
dated January 24, 1997)...................................... *
10.6 Employment Agreement dated December 27, 1996
(incorporated by reference to Exhibit 10.1 to Form
8-K dated January 24, 1997).................................. *
10.7 Engaged the firm of Larry O'Donnel CPA, PC and dismissed R.
Scott Hall CPA (incorporated by reference to Form 8-k dated
June 21, 1999)............................................... *
10.8 Entered into an Agreement and Plan of Reorganization dated
July 20, 1999 between Medscan Technologies, Inc. and the
Company...................................................... *
10.9 Termination of the Agreement and Reorganization dated on July
20, 1999 between Medscan and the Company on September 7, 1999 *
10.10 Unwinding Agreement between Franchise Connection Magna Dry LLC,
Brasher & Holdings and the Company dated August 31, 1999..... *
EX-27 FINANCIAL DATA SCHEDULE
* - Incorporated by reference to another registration statement, report
or document.
1 - Includes Exhibits filed as part of this Report.
(b) Reports on Form 8-K.
None.
(c ) Financial Statements.
The index to the financial statements appears at page F-1.
SIGNATURES
In accordance with section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Annual Report on Form 10-KSB to
be signed on its behalf by the undersigned, thereto duly authorized
individual.
ISO BLOCK PRODUCTS USA, INC.
/s/ Egin Bresnig
By:______________________________
Egin Bresnig
President
and Chief Executive Officer
In accordance with 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.
NAME TITLE DATE
---- ----- ----
/s/ Egin Bresnig Dir, President,
Egin Bresnig Chief Executive Officer May 15. 2000
/s/ Dean Wicker Director,
Dean Wicker Chief Financial Officer May 15, 2000
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