<PAGE>
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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: June 30, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM: TO:
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Commission File Number: 33-55254-35
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Millenium Istec Inc.
--------------------
(Exact name of registrant as specified in its charter)
NEVADA 87-0500742
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
RR #2, Site 25, Comp 6, Nelson BC Canada, V1L5P5
- ----------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
(250)-352-6880
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Registrant's telephone 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 ( ) No (X)
The number of shares outstanding at January 31, 1999:
4,000,000 shares of common stock
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-1-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS OF MILLENIUM ISTEC INC.
---------------------------------------------
(Hereinafter referred to as Registrant or Company)
The financial statements, and an accompanying independent accountants' report,
are filed as part of this Quarterly Report at pages F-1 to F-18. In
management's opinion, these financial statements present fairly in all
material respects the Registrant's financial condition and changes in
condition as of June 30, 1998 and December 31, 1997, and the results of
operations, stockholders' equity and cash flows for the three months ended
June 30, 1998 and 1997, in conformance with generally accepted accounting
principles.
The accompanying financial statements consolidate the financial statements of
Millenium Istec Inc. (formerly Environmental Development Corporation) and its
subsidiaries: West Kootenay Lite-Forms Inc.; Specialty Coatings Ltd.; and BC
Thermal Dynamic Coatings Inc. (due to the reorganization discussed in Note A
of the financial statements following this Report). All significant
intercompany accounts and transactions have been eliminated. The financial
statements account for the reorganization using the purchase method of
accounting (see Note A to the financial statements).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Registrant as Environmental Development Corporation was a dormant
development stage enterprise. The acquisition of the three Canadian
subsidiaries, West Kootenay Lite-Forms Inc., Specialty Coatings Ltd., and BC
Thermal Dynamic Coatings Inc., has resulted in active financial information
since the month of March 1998. Prior to the acquisition, the Registrant did
not have any operating activities or any other financial activities during
the comparable periods of the financial statements.
The combined working capital reported on the consolidated financial statements
for the period ended on June 30, 1998 was a deficit of $506,188. This
deficit of working capital is attributed to the existing debt acquired in
the acquisition of subsidiaries and additional short-term borrowing from
shareholders. As discussed in the financial statements, the Registrant
recognized a significant adjustment to its financial records in the
recognition of goodwill and the related asset allocations called for under
the purchase method of accounting for an acquisition. Upon reorganizing,
management has begun to investigate significant sources of equity capital.
At June 30, 1998, $823,383 of the Company's total assets of $900,860
consisted of the balance of the goodwill and intangible assets acquired as
part of the reverse acquisition. Management believes that the products
developed by Specialty Coatings Ltd. and the product license and construction
management expertise of West Kootenay Lite-Forms Inc., when combined with the
marketing expertise of BC Thermal Dynamic Coatings Inc., was worth the
financial accounting allocation to intangible assets and goodwill. Once
appropriate financial resources are acquired, the Registrant will continue
with the development of the tank wrap program (utilizing the thermal coating
technology) and the "Super House" program (utilizing the Lite-Form
construction technology and new materials currently available or under
development).
-2-
LIQUIDITY AND CAPITAL RESOURCES
In the second quarter of 1998, the Company's current liabilities increased to
$541,973 as loans from stockholders and other liabilities increased.
Management believes, as the companies are consolidated subsequent to the
merger, that a portion of these current liabilities will be converted into
equity investments in the Registrant. The Registrant has no long-term debt.
The Registrant is currently developing the following projects and products:
Crystal Deck Coat - a product from Specialty Coatings Ltd. - is an interior
and exterior non-slip coating and sealant available in a liquid and solid
form currently being weather tested in Canada and the United States.
Tank Wrap - another product from Specialty Coatings Ltd. - is an energy
efficient secondary containment coating to preserve storage tanks and
restrict any possible leakage damage to the environment. The Company is
currently investigating application process with regulatory agencies in the
United States and Canada.
Super House Program - using products from Specialty Coatings Ltd. and West
Kootenay Lite-Forms Inc. - will be a complete building system for residential
and commercial construction utilizing advance materials technologies. These
technologies are expected to decrease average energy consumption by
approximately fifty percent, while reducing labor, energy and other costs
during the construction process. Management believes that the use of
existing technologies with its advance coatings and sealants, when combined
with computer design systems, will result in leading-edge environmentally
responsible buildings and homes. In 1999, the Registrant's management will
negotiate and establish relationships with a mortgage and construction
funding organization to provide a combination of vertically integrated
services in construction and financing.
Management is currently working on its funding program and will be
investigating other alliances and acquisitions to focus on the Registrant as
a real estate development and construction leader. Management is developing
interim financial relationships and bridge funding until the Registrant is
positioned for a public offering. The initial development stages on the
above products will require $700,000, which will be raised through equity
and debt capital.
In the second quarter of 1998, financial resources were provided by the
sale of a stockholder's common shares to investors outside the
United States and the sale proceeds loaned to the Registrant. These
transactions are currently under review by management. After the
completion of this review, management will initiate such action as it
believes appropriate to stockholders affected, including rescission of the
transactions and return of their funds. The issues raised include
Regulation S, Rule 144 of the Securities Act of 1933, and others. For the
three month period ending June 30, 1998 these stock transactions raised
$113,370.
In April 1998, the Registrant sold a minority interest in West Kootenay
Lite-Forms Inc. to a private Canadian investor for $13,590, for 40 shares
of common stock in the subsidiary. The Registrant retained an 83.33%
majority ownership in the 200 shares of common stock in West Kootenay
Lite-Forms Inc. For the quarter ended June 30, 1998, a total of $1540 of
income was allocated to this minority interest from the profitable
operations of this subsidiary.
-3-
RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1997
AND JUNE 30, 1998, RESPECTIVELY.
During the corresponding three months of 1997, Environmental Development
Corporation had no operating activities for comparison purposes. Since the
acquired group of companies did not consolidate activities until March 1,
1998, the results of operations consist only of the month of March 1998.
During the following three months the Company had revenues of $26,008 and
costs associated with revenues of $12,304. The net loss for the three month
period was $158,216. The majority of the Registrant's net loss is attributed
to travel, consulting, research and development, administrative costs and the
amortization of the acquisition allocations to goodwill, intangible assets
and property.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
Exhibits.
27 Financial Data Schedule
Reports on Form 8-K.
None during the quarter ended June 30, 1998. The following Form
8-K's have recently been amended.
Form 8-K - Reverse Merger and Acquisition reported on the
Form 8-K filed on February 22, 1998, which has been modified
in a subsequent period by an Form 8-K/A filed January 21, 1999.
Form 8-K - Change of Auditors and Change of Registrant's Name
reported on the Form 8-K dated September 9, 1998, and modified
in a subsequent Form 8-K/A filed on September 30, 1998.
-4-
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SIGNATURES
Pursuant to the requirements 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.
Millenium Istec Inc.
/s Arnie Gustafson Dated: February 4, 1999
- ----------------------------------
By: Arnie Gustafson
Its: President & Chief Executive Officer
/s Murray Swales Dated: February 4, 1999
- -----------------------------------
By: Murray Swales
Its: Secretary, Treasurer and Principal Financial and Accounting Officer
-5-
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and
Stockholders of Millenium Istec, Inc.
Nelson, British Columbia
Canada
We have reviewed the accompanying consolidated balance sheets of Millenium
Istec, Inc. as of June 30, 1998 and 1997 and the related consolidated
statements of operations, stockholders eqity and cash flows for the quarters
and year-to-date periods then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American
Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of
Millenium Istec, Inc.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to
be in conformity with generally accepted accounting principles.
Our review was made for the purpose of expressing limited assurance that there
are no material modifications that should be made to the financial statements
in order for them to be in conformity with generally accepted accounting
principles. The information included in the accompanying pro forma financial
statements is presented only for supplementary analysis purposes. Such
information has been subjected to the inquiry and analytical procedures
applied in the review of the basic financial statements, and we are not aware
of any material modifications that should be made thereto.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial
statements, the Company has incurred net losses since its inception and has
experienced severe liquidity problems. Those conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management
believes that the recent acquisition of operating subsidiaries and its capital
acquisition plan will alleviate these concerns. Management's plans in regard
to these matters also are described in Note N. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s Williams & Webster, P.S.
Williams & Webster, PS
Certified Public Accountants
Spokane, Washington
February 2, 1999
F-1
<TABLE>
<CAPTION>
MILLENIUM ISTEC, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, June 30,
1998 1997
------------------ ---------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2315 $ 0
Accounts receivable 3846 0
Accounts receivable - officers 3459 0
Inventory 17973 0
Prepaid expenses 408 0
GST paid on purchases 7784 0
------------ ------------
TOTAL CURRENT ASSETS 35785 0
------------ ------------
FIXED ASSETS
Property and equipment 44286 0
Accumulated depreciation (2594) 0
------------ ------------
TOTAL FIXED ASSETS 41692 0
------------ ------------
OTHER ASSETS
Goodwill and intangible assets, net of
amortization of $12,668 823383 0
------------ ------------
TOTAL ASSETS $ 900860 $ 0
============ ============
See accompanying accountant's review report and notes to financial statements.
F-2
</TABLE>
<TABLE>
<CAPTION>
MILLENIUM ISTEC, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, June 30,
1998 1997
------------------ ---------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable $ 38076 $ 0
Customer deposits 51998 0
Stockholder loans 301067 0
Accrued interest 33395 0
Due to related party 59354 0
Line of credit 3398 0
GST charges on sales 5990 0
Notes payable 48695 0
------------ ------------
TOTAL CURRENT LIABILITIES 541973 0
------------ ------------
OTHER LIABILITIES
Commitments and contingencies 33974 0
------------ ------------
TOTAL LIABILITIES 575947 0
------------ ------------
MINORITY INTEREST 15130 0
------------ ------------
STOCKHOLDERS EQUITY
Common stock, $.001 par value: 25,000,000
shares authorized; 4,000,000 and 1,000,000
shares issued and outstanding, respectively 4000 1000
Additional paid in capital 482800 0
Accumulated deficit (190850) (1000)
Foreign currency translation adjustment 13833 0
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 309783 0
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 900860 $ 0
============ ============
See accompanying accountant's review report and notes to financial statements.
F-3
</TABLE>
<TABLE>
<CAPTION>
MILLENIUM ISTEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Quarter Ended Quarter Ended Six Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1998 1997 1998 1997
---------- ----------- --------- ----------
<S> <C> <C> <C> <C>
REVENUES $ 26008 $ 0 $ 29412 $ 0
COST OF REVENUES 12304 0 13077 0
---------- ---------- ------------ ----------
GROSS PROFIT 13704 0 16335 0
---------- ---------- ------------ ----------
EXPENSES
Administrative expense 18476 0 20559 0
Professional services 18347 0 18347 0
Consulting 23426 0 29812 0
Travel 47291 0 66094 0
Contract wages 9739 0 10867 0
Research & development 34782 0 34782 0
Depreciation & amortization 11363 0 15262 0
---------- ---------- ------------ ----------
TOTAL EXPENSES 163424 0 195723 0
---------- ---------- ------------ ----------
Income (loss) from operations (149720) 0 (179388) 0
Other (income) expense
Distributorship fees 1423 0 1423 0
Interest expense 5533 0 7499 0
---------- ---------- ------------ ----------
TOTAL OTHER (INCOME) EXPENSE 6956 0 8922 0
---------- ---------- ------------ ----------
Income (loss) before income taxes (156676) 0 (188310) 0
Income tax provision 0 0 0 0
---------- ---------- ------------ ----------
NET INCOME PRIOR TO ALLOCATION TO
MINORITY INTEREST (156676) 0 (188310) 0
INCOME ALLOCATED TO MINORITY INTEREST (1540) 0 (1540) 0
---------- ---------- ------------ ----------
NET INCOME (LOSS) $ (158216)$ 0 $ (189850)$ 0
========== ========== ============ ==========
NET LOSS PER CLASS A COMMON SHARE $ (0.04)$ nil $ (0.05)$ nil
========== ========== ============ ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 4000000 1000000 4000000 1000000
========== ========== ============ ==========
See accompanying accountant's review report and notes to financial statements.
F-4
</TABLE>
<TABLE>
<CAPTION>
MILLENIUM ISTEC, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Accumulated
Foreign
Additional Currency Total
Number Paid-in Retained Translation Stockholders'
Of Shares Amount Capital Earnings Adjustment Equity
------------ --------- ----------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance
January 1, 1997 1000000 $ 1000 $ 0 $ (1000) $ 0 $ 0
Income (loss) from
operations June 30, 1997 0 0 0 0 0 0
Income (loss) from
operations July 1, 1997
to December 31, 1997 0 0 0 0 0 0
---------- ----------- --------- ---------- ----------- ----------
Ending Balance
December 31, 1997 1000000 1000 0 (1000) 0 0
---------- ----------- --------- ---------- ----------- ----------
Issuance of stock for
investment in subsidiaries 3000000 3000 482800 0 0 485800
Loss from operations,
June 30, 1998 0 0 0 (189850) 0 (189850)
Foreign currency translation
adjustment, June 30, 1998 0 0 0 0 13833 13833
---------- ----------- --------- ---------- ----------- ----------
Ending balance,
June 30, 1998 4000000 $ 4000 $ 482800 $(190850) $ 13833 $ 309783
========== =========== ========= ========== =========== ==========
See accompanying accountant's review report and notes to financial statements.
F-5
</TABLE>
<TABLE>
<CAPTION>
MILLENIUM ISTEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended Six Months Ended
June 30, June 30,
1998 1997
--------------------- --------------------
<S> <C> <C>
Cash flows from operating activities:
Net Loss $ (189850) $ 0
Adjustment to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 15262 0
Income allocated to minority interest 1540 0
Decrease (increase) in:
Accounts receivable (733) 0
Inventory (16496) 0
Prepaid expenses (408) 0
Stockholder receivables 14408 0
GST paid on purchases (7784) 0
Increase (decrease in:
Accounts payable 23955 0
Customer deposits (1825) 0
Accrued interest 6042 0
Payables to related parties and stockholders (49378) 0
GST charges on sales 5990 0
---------- ----------
NET CASH USED BY OPERATING ACTIVITIES (199277) 0
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES 0 0
---------- ----------
Cash Flows from financing activities:
Cash from subsidiaries acquired 1250 0
Proceeds from stockholder loans 176666 0
Net payments on line of credit (7152) 0
Proceeds from minority interest 13590 0
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 184354 0
---------- ----------
Net increase (decrease) in cash and cash equivalents (14923) 0
Foreign currency translation adjustment 17238 0
Cash and cash equivalents, beginning of period 0 0
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2315 $ 0
========== ==========
SUPPLEMENTAL DISCLOSURE:
Interest paid $ 0 $ 0
========== ==========
Taxes paid $ 0 $ 0
========== ==========
See accompanying accountant's review report and notes to financial statements.
F-6
</TABLE>
MILLENIUM ISTEC, INC.
Notes to the Financial Statements
June 30, 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS DESCRIPTION
The Company was incorporated in Nevada on March 14, 1990 as Environmental
Development Corporation for the purpose of acquiring operating subsidiaries.
Effective July 23, 1998, the Company changed its name from Environmental
Development Corporation to Millenium Istec Inc. and commenced operating
principally from offices in Nelson, British Columbia, Canada. As of February
5, 1998, the Company consummated a reverse merger transaction in which all of
the common stock of the following companies was transferred to the Company
solely in exchange for the issuance to the former shareholders of the Companies
of 2,800,000 newly issued shares of common stock, par value $0.001 per share
of the Company: Specialty Coatings Ltd., an Alberta, Canada corporation;
Michael McCarthy Construction Ltd., a British Columbia, Canada corporation;
BC Thermal Dynamic Coatings Inc., a British Columbia, Canada Corporation; and
West Kootenay Lite-Form Inc., a British Columbia, Canada corporation.
Subsequent to the reverse merger transaction, the Company and the former
shareholder of Michael McCarthy Construction Ltd. rescinded the transaction
as it related to Michael McCarthy Construction Ltd. Environmental
Development was a development stage enterprise until the acquisition of
operating subsidiaries. With this reverse acquisition, the Company was
deemed to no longer be a developmental stage enterprise.
Millenium Istec Inc. is structuring strategic alliances with companies that
have state-of-the-art technologies and systems that focus on environmental
concerns, and industrial processes which demonstrate long-term environmentally
friendly applications. With the acquisition of the above companies,
Millenium has a platform to launch a storage tank wrap program, a "Super
House" program and a research platform. The storage tank wrap program,
currently being tested, provides an energy efficient coating of existing
storage tanks with the additional benefits of sealing and monitoring any
probable leaks in various environments. The "Super House" program is a new
approach to building systems using leading-edge products and methods of
construction to produce residential and commercial structures which are
efficient in their energy demands and the energy used to construct them.
Finally, management will use the technology, licenses and personnel acquired
in its business acquisition as a platform to develop more and better products
for the construction materials industry.
The following are summary descriptions of the Companies included:
Specialty Coatings Ltd. ("Specialty Coatings") is a Canadian corporation
incorporated for the development of new ceramic sealant and oil/gas storage
tank wraps. Specialty Coatings was incorporated in June 1996 and is currently
developing and marketing these products.
West Kootenay Lite-Form Inc., ("West Kootenay") is a Canadian corporation
incorporated in 1993 for the purpose of providing insulating forms for
concrete construction. West Kootenay maintains office storage and warehouse
facilities in Nelson, British Columbia, Canada. West Kootenay currently is
developing new construction opportunities using energy efficient design in
both commercial and residential construction.
BC Thermal Dynamic Coatings Inc., ("BC Thermal") is a Canadian corporation
incorporated in June 1997 to develop new opportunities in the construction
materials industry. BC Thermal is also developing additional coatings and
marketing relationships.
F-7
MILLENIUM ISTEC, INC.
Notes to the Financial Statements
June 30, 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS DESCRIPTION
(CONT.)
This summary of significant accounting policies of Millenium Istec, Inc. (the
Company) is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management which is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
BUSINESS COMBINATION AND REVERSE ACQUISITION
Millenium Istec Inc., previously known as Environmental Development Corporation,
was acquired in a reverse acquisition by Specialty Coatings Ltd., BC Thermal
Dynamic Coatings Inc. and West Kootenay Lite-Forms Inc. in February 1998.
This acquisition is being accounted for under the purchase method of
accounting. The results of operations represent the combined companies'
operations since March 1, 1998. The total cost reflected in the financial
statements for this business combination is $823,383 after amortization. This
amount represents the value of the stock issued and the debts assumed by the
new stockholder group. The 2,800,000 shares of common stock received was
valued, based on a recent stock sale of $0.17 per share, resulting in a total
value of $485,800 being assigned to the acquisition. Management allocated
$100,000 to licensing agreements for the representation of "Lite-Form"
building systems in parts of Canada and the United States, $30,000 to the
fair market value of property and equipment in place in the companies,
$20,000 to the costs of patent pending developments, and the balance of
$716,051 to goodwill. The goodwill is currently expected to be amortized
over forty years for financial statement purposes. In the reverse
acquisition, the Company acquired the following assets and liabilities in
exchange for its common stock in the acquiring companies:
<TABLE>
<CAPTION>
<S> <C>
Assets:
Cash $ 1,250
Inventory 1,477
Accounts receivable 6,572
Stockholder receivables 14,408
Property and equipment 46,763
Notes receivable 1,761
Liabilities:
Accounts Payable 14,141
Customer Deposits 53,823
Notes Payable 139,827
Accrued interest 26,993
Line of credit 10,550
Stockholder loans 142,001
Commitments 35,167
</TABLE>
F-8
MILLENIUM ISTEC, INC.
Notes to the Financial Statements
June 30, 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS DESCRIPTION
(CONT.)
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less
to be cash equivalents.
INVENTORIES
Inventories consist primarily of product and are stated at the lower of cost
or market value using the LIFO method.
PROPERTY AND EQUIPMENT
Property and equipment are carried at cost. Depreciation of property and
equipment is provided using the straight-line method for financial reporting
purposes at rates based the estimated useful lives.
Expenditures for major renewals and betterments that extend the useful lives
of property and equipment are capitalized. Expenditures for maintenance and
repairs are charged to expense as incurred.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles required management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from these estimates.
CONVERSION RATE
The Company conducts operations in Canada and therefore a substantial portion
of its business is conducted in Canadian currency. Accounts carrying balances
in Canadian currency were converted to United States Dollars at June 30, 1998
and 1997, for financial statement presentation using the applicable exchange
rates of 1.4717 and 1.3810, respectively. The average exchange rates for
these periods were used for translation of income and expenses. Foreign
currency translation resulted in an aggregate exchange gain of $14,376 for the
quarter ended June 30, 1998 and a $13,833 gain for the year of 1998.
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the company and all of its wholly owned subsidiaries. Inter-company
transactions and balances have been eliminated in consolidation.
F-9
MILLENIUM ISTEC, INC.
Notes to the Financial Statements
June 30, 1998
NOTE B - CUSTOMER DEPOSITS
During the years ended December 31, 1996 and 1997, Specialty Coatings Ltd.
received deposits for future sales of product distributorships in British
Columbia and Alberta, Canada. These transactions were subsequently
canceled with one depositor receiving $1,429 and the others renegotiated for
shares of stock pending the Company's common stock becoming publicly traded.
Mutual releases were negotiated during March 1998. The fees collected have
been classified as customer deposits in the financial statements and will be
repaid with common shares in the Company. The amount reclassified as customer
deposits for the periods ended June 30, 1998 was $51,998.
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment for the quarter ended June 30, 1998, are summarized by
major classifications as follows:
<TABLE>
<CAPTION>
1998
--------
<S> <C>
Vehicles $ 19,920
Equipment 14,188
Office equipment 10,178
--------
44,286
Less accumulated depreciation ( 2,594)
--------
$ 41,692
========
</TABLE>
NOTE D - GOODWILL AND INTANGIBLE ASSETS.
As part of the reverse acquisition of the Company, the Company recognized
goodwill of $716,051, which is being amortized over forty years. The
amortization for the period ended June 30, 1998 was $5,983. Furthermore, as
part of this transaction, management determined that $100,000 should be
assigned to a licensing agreement with a remaining life of five years. The
amortization for June 30, 1998 was $6,685. Also management assigned $20,000
to the value of patent research, representing patents pending but not
currently being amortized.
F-10
MILLENIUM ISTEC, INC.
Notes to the Financial Statements
June 30, 1998
NOTE E - STOCKHOLDER LOANS
Stockholder loans are due on demand with interest accrued periodically at 15%
on the unpaid balance of amounts due from Brian Boudreau and Marilyn Auriat.
The amounts due to. Art Lang are non-interest bearing and payable on demand.
The amounts have fluctuated throughout the periods ended June 30, 1998,
as the Company has experienced fluctuating cash demands. Stockholder loans
consist of the following balances at June 30 for the years shown below:
<TABLE>
<CAPTION>
1998 1997
-------------- ---------------
<S> <C> <C>
Brian Boudreau $ 55,607 $ -0-
Marilyn Auriat 55,819 -0-
Art Lang 176,666 -0-
Wilfred Walker 12,975 -0-
The total amount of interest accrued on stockholder loans for the quarter
ended June 30, 1998 was:
Brian Boudreau $ 19,723
Marilyn Auriat 13,672
Art Lang -0-
Wilfred Walker -0-
</TABLE>
The determination of applicable interest charges for funds advanced by Art
Lang and Wilfred Walker is currently under negotiation and it is expected
that an interest rate of 10% will be used in determining the return on these
and future advances.
NOTE F - NOTES PAYABLE AND LINE OF CREDIT
BC Thermal Dynamic Coatings Inc. owes funds which consist of a
ninety-day renewable non-interest bearing note secured by shareholder
collateral. As of June 30, 1998 the amount of this note was $48,695.
BC Thermal Dynamic Coatings Inc., and its shareholders, have a line of
credit with the Royal Bank of Canada bearing interest at Canadian prime plus
2% payable monthly. The maximum amount allowable is $13,590 with a minimum
of $3,398. At June 30, 1998 the Canadian prime rate was 6.5% and the amount
carried for the line of credit was $3,398.
NOTE G - MINORITY INTEREST
In April 1998, the Company sold a 16 2/3% minority interest in West Kootenay
Lite-Forms Inc. to private investors for $13,590. The value shown for this
minority interest on the accompanying balance sheets as of June 30, 1998 is
$15,130, which includes $1,540 income from West Kootenay's operations in the
current quarter.
F-11
MILLENIUM ISTEC, INC.
Notes to the Financial Statements
June 30, 1998
NOTE H - STOCKHOLDERS' EQUITY
Prior to February 5, 1998, the Company had 1,000,000 issued and outstanding
shares of common stock. On February 5, 1998, the Company transferred
2,800,000 newly issued shares of common stock, par value $0.001 per share of
the Company in exchange for the common stock held by the former shareholders
of Specialty Coatings Ltd., BC Thermal Dynamic Coatings Inc., and West
Kootenay Lite-Form, Inc in these companies. In connection with the reverse
merger transaction, Capital General Corporation ("Capital General") a Utah
corporation and principal stockholder of the Company prior to the reverse
merger transaction, and certain affiliates of Capital General received 200,000
shares of common stock for certain services rendered in connection with the
reverse merger transaction. The shares of common stock issued to the new
stockholders and to Capital General and its affiliates in connection with the
reverse merger transaction are restricted securities within the meaning of Rule
144 promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), and, therefore, the resale of such shares are subject to the terms and
conditions of Rule 144.
During 1998, the Company in association with a stockholder, sold common stock
to other investors outside the United States and the sales proceeds were
loaned to the Company. The funds raised from these sales were used to
continue the Company's operations and to further its developments.
These transactions are being reviewed by management. After the
completion of this review, management will initiate such action as it
believes appropriate to stockholders affected, including rescission of the
transactions and return of their funds. The issues raised include
Regulation S, Rule 144 of the Securities Act of 1933, and others. For the
six months ended June 30, 1998, the funds raised from these transactions
amounted to $176,666.
NOTE I - INCOME TAXES
The Company's subsidiaries are subject to income tax reporting in Canada and
have in total net-operating losses for the period ended June 30, 1998 of
$189,850. This net-operating loss may be offset against future taxable
income. Because of the likelihood that these carry-forwards may expire
unused, no provision has been made for their utilization in these financial
statements.
NOTE J - RELATED PARTY TRANSACTIONS
West Kootenay Lite-Form Inc. leases its warehousing facilities from its sole
shareholder. This lease is a month-to-month lease and is therefore being
recorded as an operating lease.
West Kootenay Lite-Form Inc. has received an advance from an affiliated
company. The advances, from West Kootenay Reinforcing, which bear no interest
and have no fixed terms of repayment, amount to $59,354 at June 30, 1998.
NOTE K - RESEARCH AND DEVELOPMENT
Special Coatings, Inc. is currently involved in research and development of
sealant products. These products include a secondary wrap for below grade
containment tanks used in the oil industry for underground storage of gasoline,
a secondary wrap or blanket system for above ground oil and gas storage tanks
which is impermeable by animals, waterproof, and UV resistant, a wear
resistant deck and floor coat primer system and a water-resistant,
F-12
MILLENIUM ISTEC, INC.
Notes to the Financial Statements
June 30, 1998
NOTE K - RESEARCH AND DEVELOPMENT (CONT.)
weather-proofing acrylic latex architectural wall coat with greater wear
resistance than paint. During the quarter ended June 30, 1998, Specialty
Coatings expended $34,782 for the research and development of these products.
Specialty Coatings Ltd. also has plans to research and develop a latex-based,
elastomeric coating for roof replacement on tar and gravel or metal buildings.
This prospective product is expected to offer greater insulating efficiency
and be more waterproof than current roof replacement.
NOTE L - LEASE COMMITMENTS
Specialty Coatings Ltd. leases office and shop facilities from Quiring
Holdings for $1,000 per month. Simms Welding, Ltd. has subsequently acquired
the facility from Quiring Holdings and the lease is currently being
renegotiated. The original lease term was two years, however, the new owner
has indicated that renegotiations may result in a month-to-month agreement
with a 90-day notification clause.
NOTE M - COMMITMENTS AND CONTINGENCIES
Calgary Specialty Coatings gave to Specialty Coatings a deposit for a
distributorship and also performed research and development services for
which no payment was received. In exchange for the services and
distributorship fees, the Company has agreed that 10,000 shares will be issued
to Calgary Specialty Coatings at the Company's initial public trading date.
Since the opening public trading price has not been established, and since the
amount of this liability is not determinable. Management's current estimate of
the value of these services is $33,974 and is reflected in these financial
statements.
During 1997, the chief officer of BC Thermal Dynamic Coatings Inc.,
hereinafter "BCT", has performed research and development services for the
Company without compensation. BCT is a joint party with Specialty Coatings
in the acquisition of the Company as further explained in Note A. BCT was
also currently a minority shareholder of Specialty Coatings Ltd. BCT agreed
to receive an indeterminate amount of stock in the Company in lieu of
compensation. No effect has been shown in the financial statements for this
liability, which is considered immaterial.
F-13
MILLENIUM ISTEC, INC.
Notes to the Financial Statements
June 30, 1998
NOTE N - GOING CONCERN
As shown in the financial statements, the Company incurred a net loss of
$189,850 during the six month period ended June 30, 1998. Since June 30,
1998, the Company has not raised any substantial additional capital.
These factors indicate that the Company may be unable to continue in
existence. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or
the amounts and classification of additional capital that might be
necessary in the event the Company cannot continue existence.
Management of the Company is addressing its cash flow issues created by the
reverse merger and acquisition. (See Note A.) It is the goal of management
that with the merger of these companies with similar product lines, greater
financing will become available. The Company's management believes, that with
the tank wrap program and the "Super House" program, utilizing the products
under development or licensed to the companies, the Company can demonstrate to
qualified investors its ability to compete in a marketplace which questions
the environmental content of its products. Energy efficient and
environmentally friendly products, in management's belief, are the single
most important focus for companies in the next century. The management is
currently seeking interim financing to maintain operations and to position the
Company for future equity investments.
F-14
Pro Forma Financial Information
Millenium Istec Inc.
The following pro forma combined Statements of Operations for the quarter
ended June 30, 1998 are unaudited. These pro forma financial statements
relate to the reverse acquisition of Environmental Development Corporation by
Specialty Coatings Ltd., BC Thermal dynamic Coatings Inc. and West Kootenay
Lite-Form Inc. Environmental Development Corporation (subsequently renamed
Millenium Istec Inc.) issued 2,800,000 shares of common stock for 100% of the
outstanding common stock of these companies.
The pro forma financial information have been prepared utilizing the
historical financial statements of Millenium Istec Inc., Specialty Coatings
Ltd., BC Thermal dynamic Coatings inc. and West Kootenay Lite-Form Inc. and
should be read in conjunction with the separate historical financial
statements and notes thereto of these Companies for the respective period
presented.
The pro forma financial information is based on the purchase method of
accounting. The pro forma combined Statements of Operations assume the
acquisition had occurred at the beginning of the period presented in the
statements. All intercompany accounts and transactions have been eliminated.
The pro forma combined financial statements do not purport to be indicative
of the financial positions and results of operations and cash flows which
actually would have been obtained if the acquisition had occurred on the date
indicated or the results which may be obtained in the future.
F-15
<TABLE>
<CAPTION>
MILLENIUM ISTEC INC
Pro Forma Combined Balance Sheet
June 30, 1998
(Unaudited)
BC
West Thermal
Millenium Specialty Kootenay Dynamic
Istec Coatings Lite-Forms Coatings Combined
Inc. Ltd. Inc. Inc. Adjustments Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ $ 349 $ $ 1966 $ $ 2315
Accounts receivable 2355 1491 3846
Accounts receivable - officers 0 0 3459 3459
Inventory 1161 16812 17973
Prepaid expenses 408 408
GST paid on purchases 1498 1684 4602 7784
----------- ----------- ----------- ----------- ----------- -----------
TOTAL CURRENT ASSETS 3008 21259 11518 35785
----------- ----------- ----------- ----------- ----------- -----------
PROPERTY, PLANT & EQUIPMENT
Property & Equipment (net of
accumulated depreciation 7030 6748 509 27405 41692
----------- ----------- ----------- ----------- ----------- -----------
OTHER ASSETS
Notes receivable 11968 300087 (312055)
Investments 13590 (13590)
Goodwill & Intangible property 485800 337583 823383
----------- ----------- ----------- ----------- ----------- -----------
TOTAL OTHER ASSETS 485800 11968 313677 11938 823383
----------- ----------- ----------- ----------- ----------- -----------
TOTAL ASSETS $ 485800 $ 10038 $ 39975 $ 325704 $ 39343 $ 900860
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-16
</TABLE>
<TABLE>
<CAPTION>
MILLENIUM ISTEC INC
Pro Forma Combined Balance Sheet
June 30, 1998
(Unaudited)
BC
West Thermal
Millenium Specialty Kootenay Dynamic
Istec Coatings Lite-Forms Coatings Combined
Inc. Ltd. Inc. Inc. Adjustments Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ $ 22895 $ 11591 $ 2727 $ $ 38076
Customer deposits 51998 51998
Accrued interest 33394 1 33395
Line of credit 3397 1 3398
GST charges on sales 2817 1312 1861 5990
Payable to related party 72026 54795 202743 (270210) 59354
Notes payable 48695 48695
Stockholder loans 111426 41 189600 301067
----------- ----------- ----------- ----------- ----------- -----------
TOTAL CURRENT LIABILITIES 294556 68602 449023 (270208) 541973
----------- ----------- ----------- ----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
Commitments and contingencies 33974 33974
----------- ----------- ----------- ----------- ----------- -----------
Minority Interest 15130 15130
----------- ----------- ----------- ----------- ----------- -----------
STOCKHOLDERS EQUITY
Common stock 4000 68 13590 82 (13740) 4000
Accumulated deficit (1000) (318560) (42217) (123401) 294328 (190850)
Additional paid in capital 482800 482800
Foreign currency translation adjustment 13833 13833
----------- ----------- ----------- ----------- ----------- -----------
TOTAL STOCKHOLDERS EQUITY 485800 (318492) (28627) (123319) 294421 309783
----------- ----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 485800 $ 10038 $ 39975 $ 325704 $ 39343 $ 900860
=========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-17
</TABLE>
<TABLE>
<CAPTION>
MILLENIUM ISTEC INC
Pro Forma Combined
Statement of Operations
Six Months Ended June 30, 1998
(Unaudited)
BC
West Thermal
Millenium Specialty Kootenay Dynamic
Istec Coatings Lite-Forms Coatings Combined
Inc. Ltd. Inc. Inc. Adjustments Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
REVENUES
Revenues $ $ $ 19417 $ 10079 $ $ 29496
Cost of Revenues 636 10406 6280 17322
----------- ----------- ----------- ----------- ----------- -----------
GROSS PROFIT (636) 9011 3799 12174
----------- ----------- ----------- ----------- ----------- -----------
EXPENSES
Administrative expenses 10465 1611 35860 47936
Salaries 11900 878 4470 17248
Professional services 4250 0 19050 23300
Consulting 0 0 32625 32625
Depreciation and amortization 1786 2849 0 12792 17427
Research & development 47715 0 0 47715
Travel 186 0 21606 44302 66094
----------- ----------- ----------- ----------- ----------- -----------
TOTAL EXPENSES 76302 5338 113611 57094 252345
----------- ----------- ----------- ----------- ----------- -----------
OTHER INCOME AND EXPENSES
Allocation to minority interest 0 0 0 1540 1540
Distributorship fees 1423 0 0 0 1423
Interest expense 5524 62 0 0 11507
Sale of manufacturing rights (28133) 0 0 0 28133
----------- ----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) $ $ (61673)$ 3611 $ (109812)$ 58634 $ (226508)
============ ============ ============ ============ ============ ============
EARNINGS (LOSS) PER SHARE $ nil $ (0.31)$ 0.12 $ (0.04)$ $ (0.06)
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1146328 200000 30400 2569600 3959322
============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
F-18
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<CAPTION>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from Millenium Istec Inc.'s June 30, 1998
financial statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<CIK> 0000894551
<NAME> Millenium Istec Inc.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 2315
<SECURITIES> 0
<RECEIVABLES> 7305
<ALLOWANCES> 0
<INVENTORY> 17973
<CURRENT-ASSETS> 35785
<PP&E> 44286
<DEPRECIATION> (2594)
<TOTAL-ASSETS> 900860
<CURRENT-LIABILITIES> 541973
<BONDS> 0
0
0
<COMMON> 4000
<OTHER-SE> 305783
<TOTAL-LIABILITY-AND-EQUITY> 900860
<SALES> 29412
<TOTAL-REVENUES> 29412
<CGS> 13077
<TOTAL-COSTS> 13077
<OTHER-EXPENSES> 197146
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7499
<INCOME-PRETAX> (189850)
<INCOME-TAX> 0
<INCOME-CONTINUING> (189850)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (189850)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
