LEADING EDGE EARTH PRODUCTS INC
10QSB, 2000-09-14
CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK
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<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 July 31, 2000
                                                 -------------

               [ ] 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 9d) 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: 39,724,254 shares as of August
31, 2000.

     Transitional Small Business Disclosure Format (check one):  Yes [ ] No [X]



<PAGE>   2
PART I

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                              LEADING-EDGE EARTH PRODUCTS, INC.
                                         (UNAUDITED)
                                        Balance Sheet

---------------------------------------------------------------------------------------
                                                                             31-Jul-00
                                                                            -----------
<S>                                                                         <C>
ASSETS
Current Assets
      Cash                                                                  $    46,854
      Receivables, net of reserve                                                     -
      Inventories                                                               332,515
      Prepaid expenses and deposits                                              13,120
                                                                            -----------
                   Total current assets                                         392,489

Long-lived Assets
      Property, plant and equipment                                           1,162,503
      Accumulated depreciation                                                  (46,450)
      Intangible assets                                                         198,000
      Accumulated amortization                                                   (6,600)
                                                                            -----------
                   Total long-lived assets                                    1,307,453
                                                                            -----------
      Land and equipment held for sale                                          134,108
                                                                            -----------
                   Total assets                                             $ 1,834,050


LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
      Credit line                                                           $    47,368
      Accounts payable                                                          208,385
      Accrued contract salary payable                                           168,915
      Accrued royalties and interest payable                                    116,040
      Loans from shareholder                                                     98,855
      Notes payable                                                             298,803
                                                                            -----------
                   Total current liabilities                                    938,366

Long Term Liabilities
      Leases payable                                                            848,424
                                                                            -----------
                   Total liabilities                                          1,786,790

Shareholders' Equity (Deficit)
    Preferred shares
    (10 million shares authorized, none issued)                                       -
    Common stock, no par value
    (100 million shares authorized, 39,724,254 issued and outstanding)        7,593,092
    Note receivable from shareholders                                           (80,000)
    Accumulated deficit                                                      (7,465,832)
                                                                            -----------
          Total shareholders' equity                                             47,260
                                                                            -----------
                   Total liabilities and shareholders' equity               $ 1,834,050
                                                                            -----------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>   3
<TABLE>
<CAPTION>
                                LEADING-EDGE EARTH PRODUCTS, INC.
                                          (UNAUDITED)
       Statement of Operations for the Three Months ended July 31, 2000 and July 31, 1999

-------------------------------------------------------------------------------------------------
                                                                            Three Months ended
                                                                          -----------------------
                                                                           31-Jul-00   31-Jul-99
                                                                          ----------  -----------
<S>                                                                       <C>         <C>
INCOME
     Sales                                                                $        -  $         -
     License and consulting revenues                                               -            -
     Interest                                                                      -       21,044
     Other                                                                        14          700
                                                                          ----------  -----------
           TOTAL INCOME                                                           14       21,744

IDLE PLANT EXPENSE                                                           102,496            -

RESEARCH AND DEVELOPMENT EXPENSE                                              19,352       10,098

GENERAL & ADMINISTRATIVE EXPENSE
     Contract salaries and incentives                                         40,955       16,529
     Travel and entertainment                                                 18,768        6,050
     Legal and professional                                                   71,796       29,146
     Promotion & corp. development                                            15,590       19,088
     Other general & administrative                                           78,230       10,750
     Manufacturing equipment lease                                            35,206            -
                                                                          ----------  -----------
        TOTAL GENERAL & ADMINISTRATIVE                                       260,545       81,563

Interest and other expense
     Interest                                                                 32,626       10,373
     Adjustment for unpaid revenues from affiliate                                 -       13,638
                                                                          ----------  -----------
        TOTAL INTEREST AND OTHER EXPENSE                                      32,626       24,011
                                                                          ----------  -----------
           TOTAL EXPENSES                                                    415,019      115,672
                                                                          ----------  -----------
                    NET LOSS                                              $ (415,005) $   (93,928)

Loss per common share                                                          (0.01)       (0.00)

Weighted average shares outstanding                                       38,603,521   30,229,955
                                                                          ----------  -----------
</TABLE>
   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>   4
<TABLE>
<CAPTION>
                                LEADING-EDGE EARTH PRODUCTS, INC.
                                         (UNAUDITED)
       Statement of Cash Flows for the Three Months ended July 31, 2000 and July 31, 1999

================================================================================================
                                                                          Three Months ended
                                                                       -------------------------
                                                                        31-Jul-00     31-Jul-99
                                                                       -----------   -----------
<S>                                                                     <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                           $ (415,005)  $   (93,928)

ADJUSTMENTS TO RECONCILE NET LOSS TO
   CASH USED IN OPERATING ACTIVITIES
     Noncash compensation expenses
        related to nonqualified stock                                            -       140,353
        options and grants
     Depreciation and amortization                                          48,615             -
     Write-off of long-term assets                                               -             -
     Accrued interest and royalty obligation                                     -             -
     Settlement of lawsuit                                                       -             -

CHANGES IN OPERATING ITEMS
     Receivables                                                            38,186             -
     Inventory                                                            (214,964)            -
     Prepaid expenses and deposits                                           2,748        10,354
     Accounts payable                                                       82,855       (38,485)
     Accrued salary obligations                                             18,000       (15,000)
     Accrued interest payable                                                8,229         8,463
                                                                       -----------   -----------
     Total adjustments to Operating Loss                                   (16,331)      105,685
                                                                       -----------   -----------
CASH USED IN OPERATING ACTIVITIES                                         (431,336)       11,757

     Investment in affiliate                                                     -      (115,768)
     Equipment purchases, disposals                                              -       (63,556)
     Purchase intangible                                                         -             -
     Payments on notes receivable from
          stockholders                                                           -             -
                                                                       -----------   -----------
CASH USED IN INVESTING ACTIVITIES                                                -      (179,324)

FINANCING ACTIVITIES:

     Increase in line of credit                                             46,983           608
     Sale of common stock                                                  175,771        44,404
     Exercise of stock options                                                   -             -
     Exercise of Class A warrants                                                -             -
     Contributed capital                                                         -             -
     Proceeds from notes payable                                           197,100        27,613
     Principal payments on capital lease obligations                       (57,403)            -
         obligations
     Proceeds from loans from                                               39,745        95,000
     stockholders

     Payments on notes payable                                                   -             -
     Payments on loans from stockholders                                         -             -
                                                                       -----------   -----------
CASH FROM FINANCING ACTIVITIES                                             402,196       167,625

     Change in cash                                                        (29,140)           58
     Cash at beginning of period                                            75,994         1,124
                                                                       -----------   -----------
     Cash at end of period                                              $   46,854    $    1,182
                                                                       -----------   -----------
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>   5
                        LEADING-EDGE EARTH PRODUCTS, INC.

July 31, 2000

                          Notes to Financial Statements

Note 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND POOLING INTERESTS Leading-Edge Earth Products, Inc. (an Oregon
corporation) believes its products have applications for single-family,
multifamily residential, and low-rise commercial construction. Significant
revenues have not yet been generated from research and development activities or
planned operations. The Company's business activities have been financed
primarily through the issuance of equity securities, outside loans, and loans
from shareholders.

LEEP was incorporated on December 23, 1991. On December 29, 1992, Leading-Edge
Earth Products, Inc., merged with an inactive public company, Crystal Asset
Management, Inc., which was incorporated in Oregon in 1968. This business
combination was accounted for as a pooling of interest. The newly combined
company was named Leading-Edge Earth Products, Inc. The stock began to trade
publicly in March 1993 under the trading symbol "LEEP".

USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS The Company considers, and the financial statements
reflect, all highly liquid short-term investments with original maturity of
three months or less as cash.

INVENTORY Inventory is stated at the lower of cost or market assuming FIFO. The
inventory that was purchased in April 2000 from LBS is stated at the historical
cost to the joint venture.

PROPERTY AND EQUIPMENT In April 2000, the Company purchased all of the assets
from a joint venture partner, LEEP Building Systems, Inc. ("LBS"). the Company
acquired certain assets including inventory, equipment, and a proprietary
process in exchange for certain receivables due from LBS, common shares of the
Company, and agreeing to pay certain incidental payables of the joint venture.
The assets acquired were recorded at the fair value of the considerations
exchanged, including 1,800,000 shares of the Company's common stock with an
estimated market value of $198,000. In May 2000, the Company took delivery of a
Bradbury Rollforming Machine, financed through a capital lease, with a cost of
$872,000. Management estimates the economic life of this equipment to be 7
years.

INTANGIBLE ASSET The value of the proprietary manufacturing process acquired
from LBS was based on the fair market value of the 1,800,000 shares of common
stock exchanged in the acquisition of assets. Management estimates that the
economic life of this intangible asset to be 10 years.

LAND AND EQUIPMENT HELD FOR SALE As of July 31, 2000, the Company plans to sell
certain land, improvements, and equipment held by the Company located in
Shoshone, ID, which are recorded at book value. Management estimates that the
net realizable value from the sale of these assets will be more than the
recorded book value.

NET LOSS PER COMMON SHARE Net Loss per common share is computed based on the
weighted average number of common shares and common share equivalents


                                       5
<PAGE>   6
outstanding. There was no difference between primary and fully diluted earnings
for the period presented.

STOCK-BASED COMPENSATION There was no stock-based compensation during the
quarter ended July 31, 2000.

Note 2: RELATED PARTY TRANSACTIONS

ARCHITECTURAL SERVICES AGREEMENT LEEP has entered into an agreement with the
owner of DB Associates, a stockholder and member of the Board of Directors, to
provide architectural and sales services. In addition to normal hourly rates for
architectural services, DB Associates will be paid for sales and marketing
efforts at the rate of $1.00 per panel for each panel sold to persons or
companies for which DB Associates performs architectural work. DB Associates
will alternatively receive $0.25 per panel for providing architectural review
for compliance with the Company's standards on projects with which DB Associates
is not directly involved as architect.

STOCK OPTIONS During the quarter ended July 31, 2000 no stock options were
granted.

LOANS FROM STOCKHOLDERS On July 31, 2000, the Company owed $98,855, in
unsecured, demand notes payable to stockholders with interest accruing at 8% or
10% per annum. Also, as of July 31 $47,390 in accrued interest was owed to
officers and directors of the Company. On July 1, 2000 the Company signed a loan
from a board of director for the purchase of materials. The amount of the loan
is $197,223 and bears interest at the rate of 12% per annum, due and payable on
12/31/00. The loan is convertible to 1,000,000 shares of stock at the due date
at the lender's option.

LINE OF CREDIT The unused portion of LEEP's $50,000 line of credit was $2,632
and $49,750 at July 31,2000 and April 30,2000 respectively. The Company's CEO
personally guaranteed this line of credit.

                                       6
<PAGE>   7
Note 3: COMMITMENTS AND CONTINGENCIES

In May, 2000 LEEP accepted delivery of a Bradbury Rollforming Machine costing
$872,000. LEEP leased this equipment through a full payout lease, accounted for
as a capital lease, for 60 months with monthly payments of $18,776.41. Grant
Record and an outside investor have provided a limited guarantee with recourse
and the manufacturer has provided a remarketing agreement.

Operating leases the Company is obligated for amount to $14,106 per month. These
leases expire in 20 to 40 months and represent a total obligation of $225,250
over their terms.

Note 4:  SUBSEQUENT EVENTS

In August 2000 LEEP received a $100,000 short-term loan from an outsider in
exchange for a note and stock option agreement.

Note 5: PROPERTY AND EQUIPMENT
Property and equipment at July 31, 2000 are summarized as follows:

<TABLE>
<S>                                  <C>
      Plant design                   $  117,025
      Manufacturing equipment         1,033,699
      Office equipment                   11,779
                                     ----------
      Total                          $1,162,503
      Accumulated depreciation          (46,450)
                                     ----------
      Net book value                 $1,116,053
</TABLE>

Note 6: INVENTORIES

Inventories at July 31, 2000 are summarized as follows:

<TABLE>
<S>                                  <C>
      Raw Materials                  $  257,652
      Work in Process                    69,485
      Finished Goods                      5,388
                                     ----------
      Total                          $  332,515
</TABLE>


                                       7
<PAGE>   8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

Matters discussed herein, contain forward-looking statements that involve risk
and uncertainties. This is particularly true as it relates to comments about the
development and funding of the full-scale plant, and building a distributor
dealer network and LEEP's ability to produce product. LEEP's results may differ
significantly from results indicated by forward-looking statements. Factors that
might cause some differences, include, but are not limited to:

o    Changes in general economic conditions, including but not limited to
     increases in interest rates, and shifts in domestic building construction
     requirements;

o    Government regulations affecting customers, and local government permitting
     of buildings using LEEP panels;

o    Risks generally involved in the construction business, including weather,
     fixed price contracts and shortages of materials or price-competitive
     labor;

o    There are other companies with substantial capacity to build a structural
     steel skin polyurethane panel, which could represent competition to LEEP
     STRUCTURAL CORE(R) construction in certain types of buildings;

o    The ability of LEEP to successfully bring the products from their
     development stage into full and profitable production and sales;

o    LEEP's ability to raise sufficient debt and/or equity capital to perfect
     its business plans. In particular the application for the USDA guaranteed
     bank loan described below might not be approved by the government, the
     syndicate of banks needed may not be fully subscribed to, and LEEP might
     not be able to attract the $5,000,000 cash equity required;

o    The occurrences of incidents that could subject LEEP to liability or fines;

o    LEEP's ability to obtain the sales orders necessary to support the volume
     of production required to sustain successful operations.

o    The ability of LEEP to attract the needed network of dealers and
     distributors to support production capacity.

PLAN OF OPERATION: LEEP recently moved LEEPCORE production into a newly
customized 30,000 square foot building and received delivery of a 100-foot long
three-stage rollforming system and two additional semi-automatic production
presses. This current complement of equipment is capable of producing 2,268
panels or 54,432 square feet of LEEPCORE panels per month. Present facilities
allow for two additional presses at an additional cost of $250,000, which would
give the Pennsylvania plant the ability to produce 90,720 square feet of
LEEPCORE panels per month. The plant presently employs six people, which is
sufficient to support the present one shift operation.

LEEP's product is being marketed and sold as a pre-engineered building system to
architects, builders and developers. A network of specialized distributors and
dealers in the U.S. is being put together and is presently introducing the
product in the marketplace in tandem with The Company's corporate sales
programs.

LEEP's primary focus for 2000/2001 is to manufacture and market its LEEP
STRUCTURAL CORE product. LEEP's strategy is to establish markets and build sales
backlog, and develop a full-scale highly automated manufacturing plant capable


                                       8
<PAGE>   9
of producing 100,000 square feet of pre-engineered panels per day that will
employ approximately 200 people. Financial commitments are not in place at this
time for the full-scale plant. LEEP's immediate second and third quarter
calendar 2000 focus is to use the expanding production capacity of the
Pennsylvania plant to meet the demands of sales to be generated by its
developing distributor dealer network and direct sales efforts. LEEP's
STRUCTURAL CORE product is being produced on a daily basis in the Company's
Montoursville, PA plant.

LEEP retained the Pinnacle Consulting Group, Snohomish, WA, to assist with
completing and implementing the design of a full-scale manufacturing plant.
Pinnacle's work will result in a set of drawings, specifications, and equipment
vendor list. LEEP will be able to use Pinnacle's documentation package,
permanently, to duplicate LEEP's first full-scale production facility anywhere
in the world.

LIQUIDITY AND CAPITAL RESOURCES: In recent years LEEP has been almost entirely
dependent on its CEO, Grant Record, arranging credit facilities, making personal
loans, procuring loans from other stockholders, and selling stock to investors
in order to meet the monthly cash needs of LEEP. LEEP does not have a regular
stream of revenue from operations beyond its first sale in Houston and does not
have assets that can be liquidated to cover cash requirements.

LEEP has submitted a loan request for $20,000,000 to a bank for the purpose of
funding the establishment of its first full-scale highly automated manufacturing
plant and working capital to see it through the startup phase. The bank will
require a 60% guarantee from the USDA, Rural Development Business and Industry
Loan Program. LEEP has paid a non-refundable deposit of $12,500 to the bank and
has received a conditional commitment in return from the bank. LEEP has many
conditions to fulfill in order to qualify for the loan. The bank has submitted
the application to the USDA, which presently has the application under
consideration. Of the conditions yet to be met the most significant includes the
requirement that LEEP provide $5,000,000 cash equity into the project. At this
time arrangements have not been made to supply the needed cash equity. LEEP must
acquire property for the plant that appraises at $2,500,000. At the present time
LEEP has paid $20,000 to obtain an option on a building that it believes will
meet the requirements of the USDA and LEEP. The bank has stipulated that the
loan cannot close unless the bank locates other participants for $7,000,000 of
the un-guaranteed portion of the loan. LEEP is seeking other bank participation,
but has not received additional commitments.

LEEP acquired manufacturing equipment costing up to $1,132,000 which was
financed with leases from finance companies in the amount of $1,132,000 over 60
months with monthly payments of approximately $23,000 to pay for the machines.
LEEP also was able to order 400,000 pounds of steel to be used in the production
of panels with the help of a director. Two company directors have provided a
limited guarantee with recourse, and one of the manufacturers has provided a
remarketing agreement for $872,000. LEEP entered into agreements with one of the
company directors who provided the financial guarantees requiring LEEP to escrow
2,000,000 shares of Rule 144 restricted common stock in the director's name to
be issued to the director in the event of default by LEEP that results in the
director being required to make payments. As a part of this agreement LEEP was
also required to grant the director and his associates options to purchase
1,300,000 shares of Rule 144 restricted common stock at $0.15 and $0.20 per
share, which have been exercised. In August LEEP borrowed $100,000 from an
investor with a short-term note and option to purchase stock.

In the year ended April 30, 1998, LEEP raised $20,000 from the sale of stock,
borrowed $51,562 from stockholders and $386,500 from a credit facility, and
issued stock for $605,132 worth of Company obligations. In the year ended April
30, 1999, LEEP received $46,816 from a credit facility, sold stock for $170,000
in cash and payables, and increased notes payable by $98,020. In the year just
ended LEEP sold stock for $973,557 for cash, payables and services rendered, and


                                       9
<PAGE>   10
received $235,000 from the exercise of stock options. In the quarter ended July
31, 2000 LEEP increased borrowing by $283,828, sold stock for $175,771, and
obtained a new equipment lease for $848,424.

LEEP will continue borrowing money and selling stock to fund its corporate
overhead and maintain operations at its Pennsylvania plant. Because of its full
time staff, rent, lease payments on equipment, and needed supplies resulting
from entering the manufacturing phase of the business, LEEP's minimum cost of
operation is approximately $150,000 per month. While LEEP has been successful to
date in funding its overhead, arrangements are not in place to cover these costs
for the foreseeable future; however, the larger production capacity now in place
allows the Company to support increased sales to a profitable self-sustaining
level.

RESULTS OF OPERATIONS: There were no sales in the quarter just ended. LEEP is
currently manufacturing LEEPCORE panels for inventory in order to support
ongoing sales efforts. Large increases in operating expenses over the first
quarter of last year are due to the fact that LEEP operated a manufacturing
plant producing finished goods for the entire quarter for the first time in its
history. For further analysis, see LEEP's Statement of Cash Flows.


                                       10
<PAGE>   11
PART II OTHER INFORMATION

ITEM I.  LEGAL PROCEEDINGS

LEEP is not engaged in any legal proceedings.

ITEM 2.  CHANGES IN SECURITIES

There have been no changes in instruments defining the rights of holders of any
class of securities.

On May 19, 2000, 200,000 shares of Rule 144 restricted common stock were issued
as part of a private offering to an existing shareholder for cash.

On June 12, 2000, 60,000 shares of Rule 144 restricted common stock were issued
as part of a private offering to an existing shareholder for cash.

On June 14, 2000, 40,000 shares of restricted Rule 144 stock were issued as part
of a private offering to a vender in exchange for services rendered.

June 30, 2000, 200,000 shares of Rule 144 restricted common stock were issued as
part of a private offering to an existing shareholder for cash.

July 12, 2000, 771.39 shares of restricted Rule 144 stock were issued as part of
a private offering to a vender in exchange for accounts payable.

July 27, 2000, 250,000 shares of Rule 144 restricted common stock were issued as
part of a private offering to an existing shareholder for cash.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters have been submitted to a vote of securities holders since the Annual
Meeting held in Seattle on April 28, 2000. Business transacted at that meeting
was summarized in LEEP's 10-KSB report filed on August 14, 2000

ITEM 5. OTHER INFORMATION
None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 27.1 Financial Data Schedule.


                                       11
<PAGE>   12
Signatures

Pursuant to the requirements of the Securities Exchange Act of 1034, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Leading-Edge Earth Products, Inc.

Date:  September 13, 2000

/s/ GRANT C. RECORD                         /s/ JAMES R. MEDLEY
---------------------------                 ----------------------------
Grant C. Record                             James R. Medley
CEO and Secretary                           Treasurer


                                       12













Exhibit 27.1




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