<PAGE> 1
FORM 10-QSB
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1998
--------------------
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from ___________ to ____________
Commission file number 93-67656-S
----------------------
LEADING-EDGE EARTH PRODUCTS, INC.
---------------------------------
(Name of small business issuer as specified in its charter)
Oregon 93-1002429
---------------------------------------- ------------------------
(State of incorporation or organization) (I.R.S. Employer ID No.)
319 Nickerson St. #186, Seattle, WA 98109
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
800-788-3599
-------------------------
Issuer's telephone number
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes..X...
No.......
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12,13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court. Yes....... No.......
APPLICABLE ONLY TO CORPORATE ISSUERS
State number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 28,366,140 as of March 13,
1998.
Transitional Small Business Disclosure Format (check one):
Yes........ No...X...
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LEADING-EDGE EARTH PRODUCTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
PART I
ITEM 1. FINANCIAL STATEMENTS
Interim Financial Statements for the periods ending January 31, 1998 and 1997,
are attached hereto.
ITEM 2. PLAN OF OPERATION
The operations of Leading-Edge Earth Products, Inc. (the "Company"), since
inception, have focused on research and development (R&D). The Company conducted
R&D activities, directly, from 1992 to 1996. R&D was done and paid for by an
affiliate, Agile Building Technologies, Inc. ("Agile"), from January through
October, 1996. Two viable products, which came out of the 1996 development,
subsequently became Agile's exclusive products. Agile's and consequentially
LEEP's funding for product development was unexpectedly halted in
September/October, 1996. Subsequent to Agile's loss of developmental funding,
Agile sold its LEEP stock portfolio equities and other assets and borrowed funds
to continue product development and buy an operating laminator production line.
On October 28, 1997, Agile signed a $6,000,000 joint venture investment
agreement to expand Agile's product line and manufacturing capabilities. In
October/November, 1996, management and shareholder-sponsored R&D activities were
undertaken in Pennsylvania, on behalf of the Company. Between November, 1996,
and the present, a viable, patent pending structural panel and building system
was developed. This product is known as "LEEP STRUCTURAL CORE." The
management/investor group which sponsored the Company's 1996/1997 R&D also
developed a pilot manufacturing facility in Pennsylvania, to produce the LEEP
STRUCTURAL CORE product. Significant purchase of equipment and manufacturing
facilities by the Company and its affiliates and/or subsidiaries is expected
during fiscal 1998/1999, as well as expansion of personnel, to support the
launching of manufacturing operations for the LEEP STRUCTURAL CORE.
The Company's primary fiscal 1998/1999 focus is to manufacture and market its
LEEP STRUCTURAL CORE product. The strategy of the Company is to form, finance,
control, and manage regional manufacturing plants worldwide. The Company plans
to establish up to five such manufacturing plants in North America and two
plants abroad within the next five years.
The Company is in the process of forming a new subsidiary company, LEEP Building
Systems, Inc. ("LBS"). The Company plans to own, manage and control the majority
ownership interest in LBS and to use LBS as a funding vehicle to finance its
first large-scale manufacturing operation. At stock prices below $2 per share,
the Company is reluctant to directly finance major projects because of excessive
share dilution to its shareholders' holdings. Financing the Company's first
major ($5,000,000) project through LBS, avoids dilution of its shares and
substantially enhances the Company's balance sheet assets.
The Company intends that LBS will produce sufficient pilot LEEP STRUCTURAL CORE
product in its new Montgomery, Pennsylvania leased plant facility to support
construction of two medium-sized commercial buildings per week or one
medium-sized refrigerated warehouse per day, for each group of five Shuttle
Containment Presses. By the fourth quarter of 1998, pending adequate financing,
the Company expects to position the LBS subsidiary to produce the LEEP
STRUCTURAL CORE product in Idaho, on a new 125-foot Laminator system. The
Laminator will be capable of producing upwards of 24,000 square feet of LEEP
STRUCTURAL CORE per ten-hour shift. In the interim, LBS will use
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Shuttle Containment (one-shot) Presses in Pennsylvania to produce the LEEP CORE
STRUCTURAL product. 23 metric tons (48,000 pounds) of custom sheet metal was
purchased by the Company and shipped from Korea to Pennsylvania to support
manufacturing of LEEP STRUCTURAL CORE. Upon financing arrangements being
completed for the LBS subsidiary, the Company plans to transfer its metal
inventory to the LBS operating entity.
The Company is concentrating on the Twin Falls, Idaho, area because this region
offers substantial transportation, work force, logistic and economic reasons to
encourage an aggressive outlook for manufacturing. Management of the Company
plans to manufacture the LEEP panels in Pennsylvania and ship them to Idaho for
initially developing the western states markets. Given adequate capitalization
between now and fall 1998, manufacturing-plant construction can be completed in
the Twin Falls area and operational by year-end 1998. Grant Record, CEO of the
Company, took up residence in Twin Falls in order to administer the planning
phase for the Twin Falls facility. Options to purchase or lease turnkey
manufacturing facilities will be made available to Agile for one of the two
plants now in planning for the Twin Falls area. Mr. Record is presently
reviewing various manufacturing plant sites in the region of LEEP's interest.
The Company's directors and advisors are currently examining the benefits of the
Company owning entire industrial park locations in which it would construct its
own and other facilities.
With respect to the Company's established Agile affiliate relationship, Agile is
developing the markets for its insulated wallboard product known as "IN-SULATE",
and its external insulated sheathing system product known as "EX-SULATE". An
additional product is envisioned by the Agile affiliate in conjunction with its
new financial partner, Harrison-Kramer Corporation ("HKC") of Vancouver, B.C.,
Canada. Manufacturing of this added third product, known as "Stress-skin
panels," was contemplated by the joint venture Agreement signed by Agile on
October 28, 1997. All of the Company's and Agile's products are compatible and
complimentary and use the same basic expanding polymer foam/lamination
technology. The Company believes that, over time, both Agile and the Company's
future affiliates and/or subsidiaries, will be materially more cost effective by
locating manufacturing plants in the same areas to be able to increase buying
power and to share polymer chemical unloading and storage facilities. Polymer
chemical order volume, shipping costs, intermediate rail tank storage and
in-plant isolated temperature controlled storage, are major cost and logistic
considerations with respect to efficient, economical, laminated polymer product
manufacturing. Locating chemical depots between future Agile
IN-SULATE/EX-SULATE/Stress-skin and LEEP STRUCTURAL CORE plants lends these
operational pairings substantial advantage over future would-be competition. No
joint planning has been implemented to undertake to build such a "side-by-side"
operation. The Company, nonetheless, is incorporating this future into its
internal planning and preparations for the new plant site under consideration
for Idaho (see below).
Considering Agile's bank financing, equity, direct and joint venture investments
and long-term notes, more than $5,000,000 has been invested in Agile's products
and operations since Agile's inception in December 1995. Agile produced a group
of new, well-timed products, including Agile's EX-SULATE and IN-SULATE, and
positioned Agile to produce Stress-skin panels. EX-SULATE is an exterior
insulated sheathing system product, which takes the place of multiple-step
application external finishing systems such as "Dryvit" (a 3-to-7-step, labor
intensive competitive product). IN-SULATE is an insulated wall board product for
finishing the interior of buildings, while providing significant thermal and
sound insulation at the same time. Structural Stress-skin panels are rapidly
becoming the building system of choice for construction of homes in North
America. More than 50 manufacturers in North America produce Stress-skin panels
for residential construction by gluing Oriented Strand Board ("OSB") chipboard
sheets onto polystyrene cores. This is a comparatively low performance way to
fabricate Stress-skin panels. A method of producing Stress-skin panels using
high-performance polyol and iso chemicals was developed by Winter Panel, located
in Brattleboro, Vermont. Agile will use the
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Winter Panel technology, under license, in conjunction with its own laminator,
to produce high-performance polyisocyanurate and polyurethane core OSB skin
panels at uniquely high production rates, compared with the other manufacturers.
Other manufacturers employ labor-intensive manual production methods. Agile
expects to gain major market share in the residential building construction
market with its OSB/foam panel machine production capability. Agile purchased an
operating production line at the Winter Panel Corporation facility in
Brattleboro, Vermont, which specializes in manufacturing Stress-skin panels.
Agile privately sold various equities and borrowed funds since November, 1996,
to fund development of its new products, markets, and sales programs, and to
modify the production line in Vermont to manufacture Agile's products. During
1997, based on the outlook for Agile product order demand, Agile ordered and
paid cash in advance for an additional Laminator which is twice as long as, and
offers approximately twice the production capacity of the machine in
Brattleboro. Agile plans to outfit all of its future production laminators to
produce, alternately, all three of the Agile products.
The Agile products are fully developed and in pilot production. As such, Agile
is ready to upscale production to pace their current market demands. Agile
management estimates $20,000,000 first-year manufacturing revenues for Agile
products. Agile Building Systems, Inc. ("ABS"), completed installation of
Agile's proprietary EX-SULATE exterior panels on three new retail stores for the
Rite Aid Corporation. These stores are part of Rite Aid's major national
building program. Additional laminators will be ordered as required. Phase-one
production capacity in Pennsylvania is expected to allow Agile to produce foam
insulation backed EX-SULATE product in sufficient quantity to meet projected
market demand for Rite Aid and additional EX-SULATE and IN-SULATE product sales
beyond the $20,000,000 level. Intermediate-term Stress-skin product sales in
excess of the above $20,000,000 are targeted by the Agile affiliate.
LIQUIDITY AND CAPITAL RESOURCES. Due to cash flow constraints at Agile, the
Company has agreed with Agile that payments on moneys owed to LEEP by Agile will
be delayed until cash flow permits. Since there is no date certain for the
Company to receive payments on the receivable from Agile, the Company has
provided for a reserve of $256,234 as shown in the financial statements to cover
the license revenue and accrued interest due from Agile. Approximately
$2,300,000 has been invested into Agile's new joint venture company, ABS, by
Agile's new financial partners, since October 28, 1997, out of the October 28,
1997, $6,000,000 investment commitment.
The above investor is contracted to invest a total of $6,000,000 in Agile to
support manufacturing upgrades on present equipment and additional manufacturing
capacities to enable ABS to exceed $30,000,000 in sales revenues over the next
24 months. An earlier announced HKC investor interest in investing in the
Company's future Idaho operation has waned due to their heavy commitment in and
involvement with Agile.
The Company obtained a revolving credit facility from Rothchild SA, Nassau,
Bahamas ("Rothchild/Primex"). The credit facility provided for monthly draws of
$137,500 which could be paid down subsequently in stock with a 1.08 repayment
multiple, at the then current market price for stock. The Company drew down
$203,500 from Rothchild/Primex and repaid the advances with 692,800 LEEP shares.
176,000 shares of the 692,800 shares are in the issue process as of the date of
this report. The balance has been previously issued, as reported in the
Company's 10-Q Report for the quarter ending October 31, 1997. The credit
facility was terminated on February 25, 1998, due to funding delays and other
inefficiencies on the part of Rothchild/Primex.
RESULTS OF OPERATIONS. The Company has yet to generate revenues from the sale of
building panels, however, $300,000 has been received in the form of License
revenue and an additional $195,250 is due the Company from its affiliate, Agile,
for fees and services rendered. The Company financed its cost of
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operations for the quarter ending January 31, 1998, from stockholder loans and
debt conversions. As of February 1, 1998, the Company had $412,138 in short-term
debt. The Company's development activities in Pennsylvania and manufacturing
site selection and planning in Idaho have been principally financed by
shareholder loans, purchase of restricted private stock and shareholder's and
management's direct support of operations not paid by the Company. For further
analysis, see the Company's Statement of Cash Flows.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Earlier reported deficiencies in the legal response to the Company's law suit
against Mr. Metz were brought current when Mr. Metz completed the first phase of
his deposition on March 27, 1998. Other procedures and phases of Mr. Metz'
deposition are pending.
ITEM 2. CHANGES IN SECURITIES
There have been no changes in instruments defining the rights of holders of any
class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Since the 10-K Report for the year ending April 30, 1997, filed on November 5,
1997, the Company's annual shareholders' meeting was held. A majority of the
shareholders voted in person and by proxy at the meeting to elect last year's
directors again, except Mr. Grant Todd, who asked to transfer to the position of
advisor to the Board of Directors. Mr. Bill Nordstrom was elected to replace Mr.
Todd. The shareholders also voted to retain the Alan Jorgensen CPA firm to audit
the Company's books for the fiscal year ending April 30, 1998.
ITEM 5. OTHER INFORMATION
Matters discussed herein, contain forward-looking statements that involve risk
and uncertainties. The Company's results may differ significantly from results
indicated by forward-looking statements. Factors that might cause some
differences, include, but are not limited to:
- - Changes in general economic conditions, including but not limited to
increases in interest rates, and shifts in domestic building
construction requirements;
- - Changes in government regulations affecting customers, the Company, or
Agile;
- - Risks generally involved in the construction business, including
weather, fixed price contracts and shortages of materials or
price-competitive labor;
- - Competition;
- - The ability of the Company to successfully bring the products from
their development stage into
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full and profitable production;
- - The Company and/or Agile's ability to raise sufficient debt and equity
capital to perfect Agile's business plans;
- - The occurrences of incidents which could subject the Company to
liability or fines;
- - The Company's and Agile's ability to obtain the sales orders necessary
to support the volume of production required to sustain successful
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Unaudited financial reports and notes thereto are attached covering the period
ending January 31, 1998.
No 8-K reports have been filed since the 10-K Report for the year ending April
30, 1997, filed on November 5, 1997.
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.
Leading-Edge Earth Products, Inc.
(Registrant)
Date: April 3, 1998 By: Grant C. Record
CEO and Secretary
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LEADING-EDGE EARTH PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
INTERIM FINANCIAL STATEMENTS
JANUARY 31, 1998 AND 1997
(UNAUDITED)
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LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
<TABLE>
<CAPTION>
Condensed Balance Sheets January 31, 1998 and April 30, 1997
- -------------------------------------------------------------------------------------------------------
31-Jan-98 30-Apr-97
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 12,357 $ 5,897
Receivables from affiliate, net of adjustment of $256,234 4,070 4,070
Inventory 30,724 0
Prepaid expenses and deposits 101,713 6,500
----------- -----------
Total current assets 148,864 16,467
Other assets:
Intangible assets 2,008 25,822
Less accumulated amortization (2,008) (1,148)
----------- -----------
Total intangible assets 0 24,674
Notes receivable 110,078 --
Accrued interest 1,235 --
----------- -----------
Total other assets 111,313 24,674
----------- -----------
Total assets $ 260,177 $ 41,141
=======================================================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities:
Notes payable $ 66,000 $ 74,630
Accounts payable 119,029 197,342
Accrued contract salary 366,343 334,728
Accrued royalties and interest payable 79,728 96,661
Loans from shareholder 346,138 324,575
----------- -----------
Total current liabilities 977,238 1,027,936
Shareholders' equity (deficit):
Common stock, no par value 5,093,865 4,140,333
Note receivable from shareholders (483,784) (483,784)
Deficit accumulated during development stage (5,327,142) (4,643,344)
----------- -----------
Total shareholders' equity (717,061) (986,795)
----------- -----------
Total liabilities and shareholders' equity $ 260,177 $ 41,141
=======================================================================================================
</TABLE>
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LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
<TABLE>
<CAPTION>
Statements of Operations Three and Nine Months Ended January 31, 1998 and January 31, 1997
- -------------------------------------------------------------------------------------------------------------------------
Period from
Dec. 23, 1991
Three months ended Nine months ended (inception) through
--------------------------- ---------------------------
1/31/98 1/31/97 1/31/98 1/31/97 1/31/98
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
INCOME:
License and consulting revenues $ 0 $ 46,000 $ 0 $ 211,125 $ 497,000
Interest 14,581 10,313 37,734 17,264 60,628
Other 37,000 95 44,000 16,559 22,964
------------ ------------ ------------ ------------ ------------
Total income 51,581 56,408 81,734 244,948 580,592
RESEARCH AND DEVELOPMENT EXPENSES:
Salaries 0 0 0 0 418,874
Supplies/shipping 0 0 0 301 91,130
Professional fees 1,294 1,471 11,962 3,554 189,677
License fees 0 6,000 0 24,000 0
Travel 0 0 0 0 11,418
Rent 0 0 0 0 37,715
Legal 6,728 5,978 10,899 11,132 43,113
Depreciation/amortization 0 0 860 0 7,842
Utilities 0 0 0 162 6,371
Write-down of assets 23,814 0 23,814 47,534 141,453
------------ ------------ ------------ ------------ ------------
Total research and development 31,836 13,449 47,535 86,683 947,593
GENERAL AND ADMINISTRATIVE EXPENSES:
Contract salaries 16,260 135,950 110,239 257,667 1,416,331
Rent 2,436 2,383 9,517 10,345 83,794
Depreciation 0 0 0 0 7,912
Office supplies 850 1,789 8,724 6,819 55,739
Postage and shipping 1,044 1,687 4,974 4,668 27,733
Telephone 4,296 3,653 10,743 10,588 117,200
Travel and entertainment 4,985 6,341 30,976 17,289 194,166
Relocation 0 0 897 3,403 19,464
Payroll and payroll expenses 0 48 0 14,423 15,503
Legal and professional 122,417 71,757 334,635 149,046 1,174,843
Stockholder costs 0 4,652 2,100 9,088 48,962
Interest and bank charges 8,374 7,335 87,812 23,357 159,764
Promotion & corp. development 44,446 96,089 76,846 216,523 494,468
Insurance 0 0 0 0 7,865
Other 6,986 1,006 7,050 3,247 19,415
------------ ------------ ------------ ------------ ------------
Total general and administrative 212,094 332,690 684,513 726,463 3,843,159
Adjustment for unpaid revenues 11,859 -- 33,484 -- 256,234
Royalties and royalty buyout expense 0 37,000 0 37,000 553,000
------------ ------------ ------------ ------------ ------------
Net loss $ (204,208) $ (326,731) $ (683,798) $ (605,198) $ (5,019,394)
Loss per common share $ (0.01) $ (0.01) $ (0.02) $ (0.02) $ (0.27)
Weighted average shares outstanding 28,109,196 30,067,951 28,109,196 30,067,951 18,509,921
=========================================================================================================================
</TABLE>
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LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
<TABLE>
<CAPTION>
Condensed Statements of Cash Flows for Three and Nine Months Ended January 31, 1998 and January 31, 1997
- -------------------------------------------------------------------------------------------------------------------------
Period from
Dec. 23, 1991
Three months ended Six months ended (inception)through
------------------------- ------------------------- -----------
1/31/98 1/31/97 1/31/98 1/31/97 1/31/98
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (204,208) $ (326,731) $ (683,798) $ (605,198) $(5,327,142)
Adjustments to reconcile net loss to cash
flows used in operating activities:
Noncash compensation expenses related to
nonqualified stock options granted 0 75,000 5,000 131,500 1,204,339
Depreciation and amortization 0 0 860 0 16,184
Write-off of long-term assets 38,814 0 38,814 47,534 185,903
Noncash compensation expenses
related to stock grants 0 75,000 465,929 165,900 1,307,805
Accrued royalties and interest payable (28,897) 37,000 (16,933) 37,000 220,067
Changes in operating assets and liabilities:
Receivables 0 (46,000) 0 (117,195) (4,070)
Inventory 0 0 (30,724) 0 (30,724)
Prepaid expenses and deposits 95,394 (5,000) (95,213) 33,401 (101,713)
Accounts payable (16,766) 114,158 (50,813) 96,494 540,555
Accrued salary obligations 15,000 36,135 31,615 70,051 380,967
Accrued interest receivable 0 (10,312) 0 (17,187) 261,696
Accrued interest payable 0 7,044 0 (6,387) 0
----------- ----------- ----------- ----------- -----------
Net cash used (100,663) (43,706) (335,263) (164,087) (1,346,133)
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment purchases 0 0 0 0 (159,064)
Purchase intangibles 0 -- (15,000) -- (41,822)
Investment in supplier
Note receivable in investment company 0 0 (87,612) (25,822) (87,612)
Pmts on notes receivable from stockholders (23,701) 0 (23,701) 0 (17,201)
----------- ----------- ----------- ----------- -----------
Net cash used in investing (23,701) 0 (126,313) (25,822) (305,699)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 40,000 0 152,687 72,500 522,687
Exercise of stock options 0 0 0 25,000 67,537
Exercise of Class A warrants 0 0 0 0 3,300
Contributed capital 0 0 0 0 100,910
Notes payable exchanged for stock 0 -- 302,416 -- 302,416
Proceeds from notes payable 66,000 49,330 66,000 49,330 338,130
Proceeds from loans from stockholders 26,563 6,500 36,563 135,120 656,718
Payments on notes payable 0 0 (74,630) 0 (88,130)
Payments on loans from stockholders 0 0 (15,000) (83,500) (239,379)
----------- ----------- ----------- ----------- -----------
Cash provided by financing 132,563 55,830 468,036 198,450 1,664,189
Net change in cash 8,199 12,124 6,460 8,541 12,357
Cash at beginning of period 4,158 2,117 5,897 5,700 0
----------- ----------- ----------- ----------- -----------
Cash at end of period $ 12,357 $ 14,241 $ 12,357 $ 14,241 $ 12,357
=========================================================================================================================
</TABLE>
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LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIT
From December 23, 1991 (inception)
<TABLE>
<CAPTION>
================================================================================================================================
Deficit Total
Accumulated Stockholders'
Price Notes during the Equity
Per Common Stock Receivable - Development (Accumulated
Date Share Shares Amount Stockholders Stage Deficit)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at inception 12/31/91 11,936,830 $ 5,000 $ -- $ -- $ 5,000
Cash contributions and
unreimbursed expenditures
incurred on behalf of the Company 1/92-4/92 -- 37,039 -- -- 37,039
Net loss -- -- -- (34,725) (34,725)
---------------------------------------------------------------------
Balances at April 30, 1992 11,936,830 42,039 -- (34,725) 7,314
Cash contributions and
unreimbursed expenditures
incurred on behalf of the Company 5/92-4/93 -- 63,871 -- -- 63,871
Common stock issued for
payment of note payable 4/30/93 0.35 168,725 58,725 58,725
Common stock issued for
payment of salary 4/30/93 0.12 40,000 4,654 4,654
Excess of market price
over exercise price on
options granted during the year -- 332,710 332,710
Net loss -- -- -- (504,175) (504,175)
---------------------------------------------------------------------
Balances at April 30, 1993 12,145,555 501,999 -- (538,900) (36,901)
Common stock issued for cash 6/22/93 0.54 665,000 360,000 360,000
Common stock issued for
payment of services 6/22/93 0.54 99,000 53,594 53,594
Common stock issued for --
payment of stockholder
loan and accrued interest 7/27/93 0.61 125,400 76,000 76,000
Exercise of stock options 4/30/94 0.07 100,000 6,500 (6,500) --
Excess of market price
over exercise price on
options granted during the year -- 825,129 825,129
Net loss -- -- -- (1,559,781) (1,559,781)
---------------------------------------------------------------------
Balances at April 30, 1994 13,134,955 1,823,222 (6,500) (2,098,681) (281,959)
</TABLE>
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LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIT
From December 23, 1991 (inception)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Deficit Total
Accumulated Stockholders'
Price Common Stock Notes during the Equity
Per --------------------- Receivable - Development (Accumulated
Date Share Shares Amount Stockholders Stage Deficit)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at April 30, 1994 13,134,955 1,823,222 (6,500) (2,098,681) (281,959)
Common stock issued for
payment of professional
fees and royalty obligations 5/31/94 0.50 1,054,863 526,500 526,500
Exercise of options for cash 6/30/94 0.09 207,400 18,996 18,996
Cash payment of note
receivable from stockholder 7/31/94 -- -- 6,500 6,500
Exercise of options for
cancellation of note payable 8/4/94 0.12 197,680 23,000 23,000
Grant of stock options in
payment of accrued salaries 10/31/94 -- 120,000 120,000
Exercise of options for
notes receivable 11/94-2/95 0.13 1,859,172 246,099 (246,099) --
Common stock issued for
payment of accounts payable 12/31/94 0.84 45,796 38,240 38,240
Exercise of Class A warrants
for cash 1/31/95 2.00 1,650 3,300 3,300
Exercise of Class A warrants
payment of note payable 1/31/95 2.00 50,000 100,000 100,000
Net loss -- -- -- (1,303,988) (1,303,988)
------------------------------------------------------------------
Balances at April 30, 1995 16,551,516 2,899,357 (246,099) (3,402,669) (749,411)
Common stock issued for --
payment of accounts payable 9/28/95 0.63 20,800 13,000 13,000
Common stock issued for cash 11/6/95 0.80 12,500 10,000 10,000
Common stock issued in exchange
for investments in affiliates 12/4/95 11,884,615 --
Common stock issued for
payment of accounts payable 12/10/95 0.50 150,000 75,000 75,000
Exercise of options for cash 12/27/95 0.12 202,320 23,541 23,541
Common stock issued for
payment of accounts payable 1/12/96 0.75 100,000 75,000 75,000
Offset of notes receivable
from stockholdrs with
related loans from stockholders 2/28/96 -- 117,315 117,315
Common stock issued for
payment of accounts payable 3/11/96 0.75 100,000 75,000 75,000
Common stock issued for
payment of accounts payable
and accrued interest and royalties 4/29/96 1.03 250,000 258,011 258,011
Excess of market price over
exercise price on options
granted during the year 4/30/96 -- 41,500 41,500
Net loss -- -- -- (402,536) (402,536)
------------------------------------------------------------------
Balances at April 30, 1996 29,271,751 3,470,409 (128,784) (3,805,205) (463,580)
</TABLE>
12
<PAGE> 13
LEADING-EDGE EARTH PRODUCTS, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIT
From December 23, 1991 (inception)
<TABLE>
<CAPTION>
=================================================================================================================================
Deficit Total
Accumulated Stockholders'
Price Notes during the Equity
Per Common Stock Receivable - Development (Accumulated
Date Share Shares Amount Stockholders Stage Deficit)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at April 30, 1997 25,876,350 4,140,333 (483,784) (4,643,344) (986,795)
Common stock issued for
accounts payable 5/15/97 0.40 62,500 25,000 25,000
Common stock issued for
accounts payable 5/30/97 0.43 75,000 32,400 32,400
Stock options issued for
accounts payable 6/6/97 0.00 -- 5,000 5,000
Common stock exchanged for
note payable 6/6/97 0.43 178,279 76,660 76,660
Common stock exchanged for
shareholder loan 6/6/97 0.43 37,272 16,027 16,027
Common stock issued for
accounts payable 6/6/97 0.43 110,796 47,642 47,642
Common stock issued in exchange
for services net of 600,000 shares
claimed by the Company (Note 13) 6/6/97 0.52 600,000 312,000 312,000
Common stock issued in
exchange for services 6/6/97 0.43 113,690 48,887 48,887
Common stock issued for cash 6/26/97 0.18 114,133 20,000 20,000
Net loss -- -- -- (210,125) (210,125)
---------------------------------------------------------------------
Balances at July 31, 1997 27,168,020 4,723,949 (483,784) (4,853,469) (613,304)
Common stock exchanged
for note payable 8/21/97 0.62 316,800 196,416 196,416
Common stock exchanged
for note payable 10/15/97 0.25 424,000 106,000 106,000
Net loss (269,465) (269,465)
---------------------------------------------------------------------
Balances at October 31, 1997 27,908,820 5,026,365 (483,784) (5,122,934) (580,353)
Common stock issued for services 11/1/97 0.40 100,000 40,000 40,000
Common stock issued for
accounts payable 12/1/97 0.40 6,250 2,500 2,500
Common stock issued for
accounts payable 1/29/98 0.27 94,126 25,000 25,000
Net loss (204,208) (204,208)
---------------------------------------------------------------------
Balances at January 31, 1998 28,109,196 $5,093,865 $(483,784) $(5,327,142) $(717,061)
=====================================================================
</TABLE>
13
<PAGE> 14
LEADING-EDGE EARTH PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1998
(UNAUDITED)
1. General
The interim financial statements have been prepared by the Company without audit
and are subject to normal recurring year-end adjustments. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (all of which are of a normal recurring
nature) necessary to present fairly the financial position of the Company as of
January 31, 1998, and the results of operations for the three and nine months
ending January 31, 1998 and 1997. It is suggested that these interim statements
be read in conjunction with the financial statements and notes thereto contained
in the Company's audited financial statements for the year ended April 30, 1997.
The results of operations for the three and nine months ended January 31, 1998,
are not necessarily indicative of the results to be expected for the full year.
2. Income Taxes
Deferred income tax assets and liabilities are computed for differences between
the financial statement and tax basis of assets and liabilities that will result
in taxable or deductible amounts in the future based on enacted tax laws and
rates applicable to the periods in which the differences are expected to affect
taxable income. Losses prior to 1995 will be capitalized. From 1995 on, the year
in which the Company received its first license revenue, most losses should be
carried forward. Valuation allowances are established when necessary to reduce
the tax payable or refundable for the period plus or minus the change during the
period in net deferred tax assets and liabilities.
3. Net Loss Per Common Stock
Net loss per common share is computed based on the weighted average number of
common shares and common share equivalents outstanding. When dilutive, stock
options are included as common share equivalents using the treasury stock
method.
4. Continuing Existence
The Company has yet to produce and sell its products. The burden of trade debt
has been reduced with short-term borrowing and stockholder loans. The Company's
ability to continue in existence is dependent upon obtaining sufficient funding
to begin manufacturing operations and achieve a positive cash flow either for
itself or in conjunction with affiliates. Management is confident that
sufficient funding and operational success will be achieved to allow the Company
to realize planned business objectives, but at this time it is not assured.
5. Issuance of Securities
The Company issued 100,000 shares to vendors for services and 100,376 to vendors
in exchange for accounts payable.
14
<PAGE> 15
The Board has authorized 100,000 shares of restricted Rule 144 stock reserved
for future services by a vendor.
6. Receivables Due From Affiliate
As a result of the agreement completed in March of 1997 with Agile and WLP the
Company does not expect to collect license and consulting revenues and interest
due from Agile until Agile is in production and is in a position to make
payments on its payables to the company. Consequently, the Company has
established a reserve of $256,234 for receivable from Agile.
7. Investments in Affiliates
The Company has a 35% equity interest in Agile Building Technologies, Inc.
("Agile"), with the remaining 65% interest being held by other investors. This
investment is accounted on the Company's books, using the "equity method". Any
asset or equity distributions from Agile will be made in accordance with the
respective ownership interests. Agile is a development stage enterprise which
contracted on October 28, 1997 to join venture manufacture its products in the
new entity, Agile Building System, Inc. ("ABS"). A 5% royalty-bearing license
was granted to ABS to manufacture Agile products based on technology developed
jointly and/or independently by the Company and/or Agile. Agile owns a 49%
non-dilute-able interest in ABS. The Company has recorded no value related to
this investment. Agile has incurred operating losses since its inception in
December 1995.
8. Agile's Reported Net Losses
The Company has not recognized its proportionate share of Agile's net losses as
the Company has no obligation to fund any such losses and carries its investment
in Agile at zero.
9. Inventory
The Company purchased and took possession of a supply of polyester-coated,
custom-embossed sheet steel which it is holding for, and expects to transfer to,
planned operations in Pennsylvania and Idaho. There is no other inventory being
reported on the Company's financial statement.
10. Other Assets
On August 29, 1996, the Company assumed an agreement entered into by Grant
Record on March 30, 1996. In this agreement, the inventor disclosed certain
proprietary information for the use of Magnesium Oxide Technology (MgO) and the
Company received an exclusive and assignable right to the licensed technology,
including enhancements made by the licensee. The MgO technology is used to
control odors produced in the manufacturing process of its principal product.
The Company obtained the right to use the technology by paying $25,822, which it
financed with a stockholder loan. The Company showed this purchase as an
intangible asset. The continued right to use the product depends on the
Company's payment of $25,000 per year minimum royalty to the inventor and the
inventor accepting the payment. Both the company and the Licensor have agreed to
abandon the license agreement and therefore this asset is being written off. The
Company is examining the cost and trade-offs of in-house developed/controlled
slurry technology versus vendor purchased slurries. The Company's criteria for
developing and/or holding slurry technology is that MgO slurry or equivalent be
low cost, fireproof,
15
<PAGE> 16
waterproof, easy to apply and competitively priced with similar commercially
available products.
11. Accrued Royalties
By agreement with the Licensor, accrued royalties relating to the intangible
asset as described in Note 10, have been eliminated, and is recorded as other
income of $37,000.
12. Automobile Lease
The Company has a motor vehicle lease agreement with 21 monthly payments of
$459.14 due in the remainder of the lease.
13. Subsequent Events
On February 24, 1998, the Company officially terminated Consulting Agreements
with three consultants, for which it had paid an advance retainer of an
aggregate of 1,200,000 shares of the Company's stock. The February 24, 1998,
Termination Agreements provide for the timely return of an aggregate of 600,000
shares for cancellation, as previously reported. Neither consultants nor the
Company have any ongoing responsibilities to one another.
The Company terminated its credit facility with Rothchild S.A. and Primex
Bahamas Ltd. on February 25, 1998, after drawing down an aggregate of $203,500
since July 1997. A combination of issued and committed shares totaling 692,800
shares is accounted as the total cost to repay the $203,500 borrowed from
Rothchild/Primex. 176,000 shares are in the issue process, and 516,800 shares
have been issued as reported in the Company's 10-Q Report for the quarter ending
October 31, 1997.
16
<PAGE> 17
CREDIT FACILITY TERMINATION AGREEMENT
This Termination Agreement is made between Leading Edge Earth Products, Inc., an
Oregon Corporation ("LEEP"), and Primex (Bahamas) Ltd. a Bahamian International
Business Corporation ("Primex"), the parties hereto. The Parties intend by this
Termination agreement to modify, terminate and settle all rights, duties, and
claims between them arising out of that certain Revolving Credit Agreement made
between LEEP and Rothchild Group, S.A. as of July 1, 1997, a copy of which is
attached hereon as "Exhibit A" (the "Credit Agreement").
For good and sufficient compensation, receipt of which is acknowledged between
the Parties it is Agreed as follows:
1. Primex is the successor in interest to Rothchild Group, S.A. and Primex
warrants to LEEP that it has full power and authority to modify and
terminate said Credit Agreement with LEEP.
2. The Credit Agreement is terminated and neither Primex nor Rothchild
Group, S.A. ("Lendors") shall have any further duties to LEEP under
said Agreement except as to maintain confidentiality and non-disclosure
as provided in said Agreement. Primex hereby represents it and
Rothchild, S.A. are non US persons as defined by Regulation S of the US
SEC act of 1933. LEEP shall have no further duties or responsibilities
to Lendors whatever.
3. 492,800 shares of LEEP were delivered to Lendors under the Credit
Agreement in satisfaction of loans or other facilities made thereunder
to LEEP. It is Agreed by the Parties that LEEP has no indebtedness or
any other obligation whatever to Lendors or any person deriving any
claim thereunder. With respect to said 492,800 shares of LEEP received
by Lendors said shares will be disposed or maintained as follows:
(a). 176,000 shares of LEEP shall be considered as restricted under the
Securities laws of the United States and may not be offered transferred
or otherwise disposed of without an exemption from registration by
Lendors. In addition, said shares shall only be held in non-electronic
certificate form for a period of two years herefrom and any transfers
may only be made during that period in certificate; said shares will
have legends imposed thereon in consonance herewith.
(b). Lendors warrant the 316,800 share remaining of LEEP held by
Lendors are either held by Lendors in street name, or have been
transferred solely in offshore transactions to non-United States
persons in accordance with Regulation S. Said shares which are
represented by certificate # 6399 shall be in unlegended and held in
electronic form in
17
<PAGE> 18
the name of Lendors' nominee, RBC Dominion Securities (Global) Limited
("RBC"). Primex agrees to supply long position reports or otherwise
demonstrate to LEEP that said shares are not being sold except in
offshore transactions to non-U.S. persons.
4. Notices: Notices made hereunder shall be delivered in writing as
follows:
To LEEP:
Grant Record, CEO
616 Blue Lake Blvd.
Twin Falls, Idaho 83301
Facsimile #208-734-3933
To Lendors:
Primex (Bahamas) Limited
P.O. Box N4944
328 Bay Street
Nassau, Bahamas
Facsimile #242-322-1612; Attn Dennis J. Sutton, Director
On five days notice, either Party may, by notifying the other as proved
hereabove, modify the person or place of notification.
5. This Agreement is the final and complete Agreement of the Parties and
supercedes any prior Credit Agreement between the Parties. No
modification hereto shall be effective unless in writing and signed by
the Parties.
Dated this 25th day of February, 1998.
Leading Edge Earth Products, Inc. Primex (Bahamas), Ltd.
By: By:
------------------------------------- -------------------
Grant Record, Chief Executive Officer Dennis Sutton
18
<PAGE> 19
SHARE DISPOSITION AGREEMENT
This Share Disposition Agreement is made between Leading Edge Earth Products,
Inc., an Oregon Corporation ("LEEP"), and Primex (Bahamas) Ltd. a Bahamian
International Business Corporation ("Primex"), the Parties hereto. The Parties
intend by this Agreement to provide for the maintenance and disposition of
600,000 shares of LEEP which Primex has acquired under Certificate # 6454
[Certificate # 6454 represents an aggregate of 1,200,000 LEEP shares, 600,000 of
which are, by separate agreement, the property of LEEP and 600,000 are the
property of Primex] (the "LEEP shares").
For good and sufficient consideration, receipt of which is acknowledged between
the Parties it is Agreed as follows:
1. 200,000 of the LEEP shares shall be held for one year from the date
hereof only in certificate form by Primex. No transfers during said
year will be permitted unless in certificate form to non-U.S. Persons
in offshore transactions as defined by Regulation S under the
Securities Act of 1933.
2. The remaining 400,000 shares are intended to be transferred in an
offshore transaction, as a proposed investment by Primex in L/A
Investors, Inc. a British Virgin Islands Company within 45 days from
the date hereof. In the event the shares are not transferred to L/A
Investors within 45 days from the date of this Agreement, Primex shall
return the shares to LEEP for cancellation. Primex represents that it
is a non US person as defined by Regulation S of the US SEC act of
1933, and that it holds documentation demonstrating that L/A Investors
is a non US person as defined by Regulation S of the US SEC act of
1933.
3. Notices: Notices made hereunder shall be delivered in writing as
follows:
To LEEP:
Grant Record, CEO
616 Blue Lake Blvd.
Twin Falls, Idaho 83301
Facsimile # 208-734-3933
To Primex:
Primex (Bahamas) Limited
P.O. Box N4944
328 Bay Street
Nassau, Bahamas
Facsimile # 242-322-1612; Attn Dennis J. Sutton, Director
19
<PAGE> 20
On five days notice, either Party may, by notifying the others as
proved hereabove, modify the person or place of notification.
4. This Agreement is the final and complete Agreement of the Parties and
supercedes any prior Agreement of the parties. No modification hereto
shall be effective unless in writing and signed by the Parties.
Dated this 25th Day of February, 1998.
Leading Edge Earth Products, Inc. Primex (Bahamas), Ltd.
By: By:
------------------------- -------------------------
Grant Record, Dennis J. Sutton, Director
Chief Executive Officer
20
<PAGE> 21
CONSULTING TERMINATION AGREEMENT
This Termination Agreement is made between Leading Edge Earth Products, Inc., an
Oregon Corporation ("LEEP"), and Kane International, Ltd., a Belize Corporation
("Consultant"), the Parties hereto. The Parties intend by this Termination
Agreement to modify, terminate and settle all rights, duties, and claims between
them arising out of that certain Consulting Agreement made between them on June
16, 1997, a copy of which is attached hereon as "Exhibit A" (the "Consulting
Agreement").
For good and sufficient consideration, receipt of which is acknowledged between
the Parties it is Agreed as follows:
1. The Consulting Agreement is terminated and the Consultant, a non US person
as defined by regulation S of the US SEC act of 1933, shall have no further
duties to LEEP as provided in said Agreement except as to maintain
confidentiality and non-disclosure as provided in said Agreement. LEEP shall
have no further duties or responsibilities to Consultant whatever.
2. The 400,000 shares of LEEP common stock which were delivered to Consultant
under the Consulting Agreement shall be returned as follows:
(a). 200,000 shares of LEEP shall be immediately returned to LEEP within
fifteen days of execution hereof and shall be cancelled.
(b). 200,000 shares of LEEP shall be delivered and registered in an offshore
transaction to Primex (Bahamas), Ltd. which Consultant constitutes herein as
its designee and transferee and with full power and ownership thereof
without any residual rights with respect thereto by Consultant.
3. Notices: Notices made hereunder shall be delivered in writing as follows:
To LEEP:
See Exhibit A
To Consultant
See Exhibit A
On five days notice, either Party may, by notifying the other as proved
hereabove, modify the person or place of notification.
21
<PAGE> 22
4. This Agreement is the final and complete Agreement of the Parties and
supercedes any prior Agreement of the parties. No modification hereto shall
be effective unless in writing and signed by the Parties.
Dated this 24th day of February, 1998.
Leading Edge Earth Products, Inc. Kane International, Ltd.
By: By: /s/ Peyman Zia
------------------------- -------------------------
Grant Record,
Chief Executive Officer
22
<PAGE> 23
CONSULTING TERMINATION AGREEMENT
This Termination Agreement is made between Leading Edge Earth Products, Inc., an
Oregon Corporation ("LEEP"), and Soralena Enterprises, Limited, an Irish
Corporation ("Consultant"), the Parties hereto. The Parties intend by this
Termination Agreement to modify, terminate and settle all rights, duties, and
claims between them arising out of that certain Consulting Agreement made
between them on June 16, 1997, a copy of which is attached hereon as "Exhibit A"
(the "Consulting Agreement").
For good and sufficient consideration, receipt of which is acknowledged between
the Parties it is Agreed as follows:
1. The Consulting Agreement is terminated and the Consultant, a non US person
as defined by regulation S of the US SEC act of 1933, shall have no further
duties to LEEP as provided in said Agreement except as to maintain
confidentiality and non-disclosure as provided in said Agreement. LEEP shall
have no further duties or responsibilities to Consultant whatever.
2. The 400,000 shares of LEEP common stock which were delivered to Consultant
under the Consulting Agreement shall be returned as follows:
(a). 200,000 shares of LEEP shall be immediately returned to LEEP within
fifteen days of execution hereof and shall be cancelled.
(b). 200,000 shares of LEEP shall be delivered and registered in an offshore
transaction to Primex (Bahamas), Ltd. which Consultant constitutes herein as
its designee and transferee and with full power and ownership thereof
without any residual rights with respect thereto by Consultant.
3. Notices: Notices made hereunder shall be delivered in writing as follows:
To LEEP:
See Exhibit A
To Consultant
See Exhibit A
On five days notice, either Party may, by notifying the other as proved
hereabove, modify the person or place of notification.
23
<PAGE> 24
4. This Agreement is the final and complete Agreement of the Parties and
supercedes any prior Agreement of the parties. No modification hereto shall
be effective unless in writing and signed by the Parties.
Dated this 24th day of February, 1998.
Leading Edge Earth Products, Inc. Soralena Enterprises, Limited
By: By: /s/ Eilish Murphy
------------------------- -------------------------
Grant Record,
Chief Executive Officer
24
<PAGE> 25
CONSULTING TERMINATION AGREEMENT
This Termination Agreement is made between Leading Edge Earth Products, Inc., an
Oregon Corporation ("LEEP"), and Jasari International, Inc., a Belize
Corporation ("Consultant"), the Parties hereto. The Parties intend by this
Termination Agreement to modify, terminate and sttle all rights, duties, and
claims between them arising out of that certain Consulting Agreement made
between them on June 16, 1997, a copy of which is attached hereon as "Exhibit A"
(the "Consulting Agreement").
For good and sufficient consideration, receipt of which is acknowledged between
the Parties it is Agreed as follows:
1. The Consulting Agreement is terminated and the Consultant, a non US person
as defined by regulation S of the US SEC act of 1933, shall have no further
duties to LEEP as provided in said Agreement except as to maintain
confidentiality and non-disclosure as provided in said Agreement. LEEP shall
have no further duties or responsibilities to Consultant whatever.
2. The 400,000 shares of LEEP common stock which were delivered to (Former
name, former address and former fiscal year, if changed since Consultant
under the Consulting Agreement shall be returned as follows:
(a). 200,000 shares of LEEP shall be immediately returned to LEEP within
fifteen days of execution hereof and shall be cancelled.
(b). 200,000 shares of LEEP shall be delivered and registered in an offshore
transaction to Primex (Bahamas), Ltd. which Consultant constitutes herein as
its designee and transferee and with full power and ownership thereof
without any residual rights with respect thereto by Consultant.
3. Notices: Notices made hereunder shall be delivered in writing as follows:
To LEEP:
See Exhibit A
To Consultant
See Exhibit A
On five days notice, either Party may, by notifying the other as proved
hereabove, modify the person or place of notification.
25
<PAGE> 26
4. This Agreement is the final and complete Agreement of the Parties and
supercedes any prior Agreement of the parties. No modification hereto shall
be effective unless in writing and signed by the Parties.
Dated this 25th day of February, 1998.
Leading Edge Earth Products, Inc. Jasari International, Inc.
By: By: /s/ Diane Dentith
------------------------- -------------------------
Grant Record,
Chief Executive Officer
26
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> JAN-01-1998
<CASH> 12,357
<SECURITIES> 0
<RECEIVABLES> 260,304
<ALLOWANCES> 256,234
<INVENTORY> 30,724
<CURRENT-ASSETS> 148,864
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 260,177
<CURRENT-LIABILITIES> 977,238
<BONDS> 0
0
0
<COMMON> 5,093,865
<OTHER-SE> (717,061)
<TOTAL-LIABILITY-AND-EQUITY> 260,177
<SALES> 0
<TOTAL-REVENUES> 51,581
<CGS> 0
<TOTAL-COSTS> 235,556
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 11,859
<INTEREST-EXPENSE> 8,374
<INCOME-PRETAX> (204,208)
<INCOME-TAX> 0
<INCOME-CONTINUING> (204,208)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (204,208)
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
